Google Inc. v. Rockstar Consortium US LP et al

Filing 48

NOTICE by Google Inc. Notice of Filing of Motions to Stay or, In the Alternative, to Transfer to the Northern District of California (Attachments: # 1 Exhibit A, # 2 Exhibit B - Part 1, # 3 Exhibit B - Part 2, # 4 Exhibit B - Part 3, # 5 Exhibit B - Part 4, # 6 Exhibit B - Part 5, # 7 Exhibit B - Part 6, # 8 Exhibit B - Part 7, # 9 Exhibit B - Part 8, # 10 Exhibit B - Part 9, # 11 Exhibit C, # 12 Exhibit D, # 13 Exhibit E, # 14 Exhibit F, # 15 Exhibit G, # 16 Exhibit H, # 17 Exhibit I)(Warren, Matthew) (Filed on 3/25/2014)

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Court File No. 09-CL-7950
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
IN THE MATTER OF THE COMPANIES’ CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF
COMPROMISE OR ARRANGEMENT OF
NORTEL NETWORKS CORPORATION, NORTEL NETWORKS LIMITED,
NORTEL NETWORKS GLOBAL CORPORATION, NORTEL NETWORKS
INTERNATIONAL CORPORATION AND NORTEL NETWORKS
TECHNOLOGY CORPORATION
SEVENTY-FIRST REPORT OF THE MONITOR
DATED JULY 6, 2011
INTRODUCTION
1.

On January 14, 2009 (the “Filing Date”), Nortel Networks Corporation (“NNC” and
collectively with all its subsidiaries “Nortel” or the “Company”), Nortel Networks
Limited (“NNL”), Nortel Networks Technology Corporation (“NNTC”), Nortel
Networks International Corporation and Nortel Networks Global Corporation
(collectively the “Applicants”) filed for and obtained protection under the
Companies’ Creditors Arrangement Act (“CCAA”). Pursuant to the Order of this
Honourable Court dated January 14, 2009, as amended and restated (the “Initial
Order”), Ernst & Young Inc. was appointed as the Monitor of the Applicants (the
“Monitor”) in the CCAA proceedings. The stay of proceedings was extended to
December 14, 2011, by this Honourable Court in its Order dated June 30, 2011.

2.

Nortel Networks Inc. (“NNI”) and certain of its U.S. subsidiaries and affiliates
concurrently filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
(the “Code”) in the United States Bankruptcy Court for the District of Delaware (the
“U.S. Court”) on January 14, 2009 (the “Chapter 11 Proceedings”). As required by

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U.S. law, an official unsecured creditors committee (the “Committee”) was
established in January, 2009.
3.

An ad hoc group of holders of bonds issued by NNL, NNC and Nortel Networks
Capital Corporation has been organized and is participating in these proceedings as
well as the Chapter 11 Proceedings (the “Bondholder Group”). In addition, pursuant
to Orders of this Honourable Court dated May 27, 2009, July 22, 2009 and July 30,
2009, respectively, representative counsel was appointed on behalf of the former
employees of the Applicants, the continuing employees of the Applicants and the
LTD Beneficiaries and each of these groups is participating in the CCAA
proceedings.

4.

Nortel Networks (CALA) Inc. (“NN CALA” and together with NNI and certain of its
subsidiaries and affiliates that filed on January 14, 2009, the “U.S. Debtors”) filed a
voluntary petition under Chapter 11 of the Code in the U.S. Court on July 14, 2009.

5.

Nortel Networks UK Limited (“NNUK”) and certain of its affiliates located in
EMEA were granted administration orders (the “UK Administration Orders”) by the
High Court of England and Wales on January 14, 2009 (collectively the “EMEA
Debtors”). The UK Administration Orders appointed Alan Bloom, Stephen Harris,
Alan Hudson and Chris Hill of Ernst & Young LLP as administrators of the various
EMEA Debtors, except for Nortel Networks (Ireland) Limited (“NN Ireland”), to
which David Hughes (Ernst & Young LLP Ireland) and Alan Bloom were appointed
(collectively the “Joint Administrators”).

6.

Subsequent to the filing date, Nortel Networks SA (“NNSA”) commenced secondary
insolvency proceedings within the meaning of Article 27 of the European Union’s
Council Regulation (EC) No 1346/2000 on Insolvency Proceedings in the Republic
of France pursuant to which a liquidator and an administrator have been appointed by
the Versailles Commercial Court.

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7.

The CCAA proceedings and the UK Administration proceedings of NNUK and the
other EMEA Debtors have been recognized by the U.S. Court as foreign main
proceedings under Chapter 15 of the Code.

8.

Subsequent to the Filing Date, certain other Nortel subsidiaries have filed for creditor
protection or bankruptcy proceedings in the local jurisdiction in which they are
located.

PURPOSE
9.

The purpose of this seventy-first report of the Monitor (the “Seventy-First Report”)
is to provide information regarding the Applicants’ motion seeking approval of the
sale of substantially all of Nortel’s patent portfolio and certain other related assets
(the “Residual IP”) pursuant to an asset sale agreement dated June 30, 2011 (the
“Sale Agreement”) amongst NNC, NNL, NNI, NNUK, NN Ireland and NNSA and
certain of their affiliates (collectively, the “Sellers”), the Joint Administrators, the
French Liquidator and Rockstar Bidco, LP (the “Purchaser”) and to provide the
Monitor’s support in respect thereof.

TERMS OF REFERENCE
10. In preparing this Seventy-First Report, the Monitor has relied upon unaudited
financial information, the Company’s books and records, financial information
prepared by the Company and discussions with management of Nortel. The Monitor
has not audited, reviewed or otherwise attempted to verify the accuracy or
completeness of the information and accordingly, the Monitor expresses no opinion
or other form of assurance on the information contained in this Seventy-First Report.

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11. Unless otherwise stated, all monetary amounts contained herein are expressed in US
dollars.
12. Capitalized terms not defined in this Seventy-First Report are as defined in the
Affidavit of John Doolittle sworn on January 14, 2009, the Pre-Filing Report, the
Sixty-Third Report, the Sale Agreement, the Stalking Horse Agreement or the
Bidding Procedures (as defined below).
13. The Monitor has made various materials relating to the CCAA proceedings available
on its website at www.ey.com/ca/nortel. The Monitor’s website also contains a
dynamic link to Epiq Bankruptcy LLC’s website where materials relating to the
Chapter 11 Proceedings are posted.

GENERAL BACKGROUND
14. As outlined in the Sixty-Third Report, Nortel management determined that the
Company should explore the possibility of divesting the Residual IP. The SixtyThird Report provides a description of the Residual IP and sets out the process
conducted by the Company to identify potential purchasers and negotiate an
agreement for the sale of the Residual IP. As noted, the Monitor has had extensive
involvement in the sale process that resulted in the Sellers entering into a stalking
horse asset sale agreement with Google Inc. and Ranger Inc. (“Ranger”) dated April
4, 2011 (the “Stalking Horse Agreement”). The Stalking Horse Agreement is
attached as Appendix “A” to the Sixty-Third Report.
15. The Sixty-Third Report also noted that as certain of the U.S. Debtors are parties to
the Stalking Horse Agreement and given the desire to maximize value for the benefit
of stakeholders in relation to the assets which are the subject of the Stalking Horse
Agreement, Nortel determined and agreed with Ranger that the Stalking Horse
Agreement would be subject to higher or better offers being obtained pursuant to a

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“stalking horse” sale process and that the Stalking Horse Agreement would serve as a
stalking horse bid pursuant to that process.
16. The bidding procedures to be utilized in connection with the sale process (the
“Bidding Procedures”) were approved by this Honourable Court and the U.S. Court
on May 2, 2011. A copy of the Bidding Procedures is attached as Appendix “A”
hereto. The Bidding Procedures provided that all bids were to be received by the
Sellers not later than June 13, 2011, at 4:00 p.m. ET. The Bidding Procedures also
provided that the Auction would be held on June 20, 2011, at 9:00 a.m. ET.

BIDDING PROCEDURES AND THE AUCTION
17. Subsequent to this Honourable Court’s approval of the Bidding Procedures and prior
to the Bid Deadline, Nortel and/or its financial advisor, Lazard Frères & Co. LLC
(“Lazard”), contacted 98 parties likely to be interested and able to acquire the
Residual IP. Five interested parties executed supplemental confidentiality
agreements, were provided access to the electronic data room, and completed further
due diligence on the Residual IP. Ultimately, four parties (in addition to Ranger)
indicated their interest in participating in the Auction, were deemed to be Qualified
Bidders and submitted bids for the Residual IP. These parties were: (i) Apple Inc.
(“Apple”); (ii) Rockstar Bidco, LP (“Rockstar”), a consortium of various technology
companies; (iii) Intel Corporation (“Intel”); and (iv) Norpax LLC (“Norpax”), an
affiliate of RPX Corporation.
18. In the period up to June 13, 2011, subject to the exclusivity provisions of the Stalking
Horse Agreement, the above noted parties: i) were given access to the confidential
data room; ii) accessed the data room; iii) engaged legal counsel and other advisors;
and iv) participated in meetings and other discussions with management of Nortel
and Nortel’s advisors.

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19. During this period, the Monitor was kept apprised of all activity conducted between
Nortel and the potential buyers.
20. The bids submitted by these four parties were reviewed by the Sellers and the
Monitor in detail. Copies of the four bids were also provided to representatives of the
Committee, the Bondholder Group, the Joint Administrators and the French
Liquidator for their review. All of these parties concurred that the bids submitted
either conformed to the requirements of a Qualified Bid pursuant to the Bidding
Procedures or, where they did not conform, should be deemed to be Qualified Bids
pursuant to, and as permitted by, the Bidding Procedures.
21. On June 15, 2011, in accordance with the Bidding Procedures, copies of the
Qualified Bids were provided to each of the Qualified Bidders.
22. For reasons relating to the significant level of interest expressed in the Residual IP,
Nortel announced on June 16, 2011, that it was adjourning the commencement of the
Auction for the sale of the Residual IP from June 20, 2011, to June 27, 2011.
23. After consultation with the Monitor and representatives of the Committee, the
Bondholder Group and the Joint Administrators, the Sellers determined that the
highest or otherwise best starting offer was the bid received from Intel. Accordingly,
on June 23, 2011, the Qualified Bidders were informed that this bid had been
selected as the Starting Bid pursuant to the Bidding Procedures.
24. The Auction commenced at approximately 9:15 a.m. on June 27, 2011, at the offices
of Cleary Gottlieb Steen & Hamilton LLP in New York, New York. In attendance at
the Auction were representatives of the Sellers, the Monitor, the five Qualified
Bidders, the Committee, the Bondholder Group, the Joint Administrators, and the
French Liquidator.
25. The Intel bid was announced as the Starting Bid and the Qualified Bidders were
advised that the minimum bid increment was set at $5 million in accordance with the

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Bidding Procedures. The Qualified Bidders were also advised of certain rules and
procedures with respect to the bidding process as set by the Sellers, including the
requirement that each Qualified Bidder (other than one that submitted a bid deemed
to be the Leading Bid in the immediately preceding round) submit a bid in each
round in order to be eligible to continue to submit bids independently in the Auction.
The Sellers then adjourned the Auction to allow the other Qualified Bidders time to
prepare written bids. During this adjournment, all four of the other Qualified Bidders
submitted new bids. Following consultation amongst the Sellers, the Monitor and
representatives of the Committee, the Bondholder Group, the Joint Administrators
and the French Liquidator, the Auction was re-convened and the Sellers announced a
new Leading Bid. The Sellers then asked for a second round of bidding, exercised
their discretion (following consultation with the Monitor and representatives of the
Committee, the Bondholder Group and the Joint Administrators) to increase the
incremental net value threshold for bids to $50 million from the initial threshold of
$5 million, and adjourned the Auction again to allow the other Qualified Bidders to
prepare revised offers.
26. In the second round of bidding, three bids were received. Norpax did not submit a
bid in the second round but elected to remain in attendance at the Auction in
accordance with the Bidding Procedures. Following consultation among the relevant
Nortel entities and their constituents as noted above, the Auction was reconvened, a
new Leading Bid was declared, the incremental net value threshold was increased to
$100 million, and the Qualified Bidders were advised that Norpax had not submitted
a bid and therefore the number of Qualified Bidders participating in the Auction was
reduced to four. The Auction was adjourned again.
27. The Auction continued for a further seventeen rounds of bidding over the course of
June 27, 28, 29 and 30, 2011. Rockstar did not submit a bid in the fifth round and in
accordance with the Auction rules established by the Sellers was not permitted to
submit further independent bids. Accordingly, the number of Qualified Bidders

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entitled to participate independently in the Auction at the conclusion of round five
was reduced to three.
28. Following the fifth round, Apple, with the consent of the Sellers, had discussions
with Rockstar regarding potential partnership opportunities. Following these
discussions, Apple indicated it wished to partner with Rockstar and adopt Rockstar’s
transaction structure (including using Rockstar as the purchaser). The Sellers
consented to this proposal and the balance of Apple’s bids at the Auction adopted the
Rockstar structure. Following the sixth round of the Auction, Intel indicated it was
withdrawing and would not be submitting further independent bids in round seven or
in subsequent rounds. At this point, the Sellers gave their consent to the two
remaining Qualified Bidders, being Ranger and Apple, to discuss partnering
opportunities with those Qualified Bidders who were no longer able to participate
independently in the Auction (i.e., Norpax, Rockstar and Intel) upon providing prior
written notice to the Sellers, it being understood that the Sellers had to consent to any
partnering proposals. Following the eighth round of bidding, Ranger asked for and
was granted consent by the Sellers to allow it to partner with Intel on specific
conditions as read into the record at the Auction. Apple (in partnership with and
using the Rockstar transaction structure) and Ranger exchanged counter-bids in
rounds nine through 19 in increments of $100 million dollars. The bidding in these
rounds proceeded solely through increases to the cash purchase price (and
confirming certain requisite points on the record) as the forms of sale agreement and
ancillary transaction documents were substantially comparable from the Sellers’
perspective.
29. In the nineteenth round, Apple (in partnership with Rockstar) presented a bid of $4.5
billion, which bid was declared the Leading Bid. At the beginning of the twentieth
round, Ranger requested and was granted an adjournment by the Sellers. The
Auction was reconvened at approximately 6:45 pm on June 30, 2011, and Ranger
indicated it would not make a further bid. The Sellers adjourned the Auction solely

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for the purpose of allowing the Sellers and the Purchaser to finalize and execute
definitive documentation and the $4.5 billion bid submitted by Apple (in partnership
with Rockstar) was declared the Successful Bid.

THE SUCCESSFUL BIDDER AND SUCCESSFUL BID
30. Apple is a California corporation listed on the NASDAQ and having its principal
place of business in Cupertino, California. It designs, manufactures and markets
mobile communication devices, personal computers, and portable digital media
players as well as various software and other applications.
31. Rockstar is a single purpose entity formed by a consortium of technology companies
for purposes of participating in the sale process for the Residual IP. The entities
participating in Rockstar are as follows:
a) Apple;
b) Research in Motion Limited (“RIM”) through its wholly owned subsidiary
2256355 Ontario Limited – RIM is based in Waterloo, Ontario, Canada and is
a company listed on the NASDAQ and Toronto Stock Exchange. RIM
designs, manufactures and markets mobile communications devices;
c) EMC Corporation (“EMC”) – EMC is a company based in Hopkinton,
Massachusetts and listed on the New York Stock Exchange. It develops and
provides information infrastructure technology and solutions;
d) Telefonaktiebolaget LM Ericsson (“Ericsson”) – Ericsson is based in
Stockholm, Sweden. Its shares are listed on the NASDAQ and the NASDAQ
OMX Stockholm. Ericsson provides telecommunications and related services
to mobile and fixed network operators;

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e) Sony Corporation (“Sony”) through its wholly owned subsidiary SCA IPLA
Holdings Inc. – Sony is based in Tokyo, Japan and is listed on the Tokyo
Stock Exchange and New York Stock Exchange. Sony develops, designs,
manufactures and sells electronic equipment, instruments, and devices for
consumer, professional and industrial markets. Sony is also engaged in the
home entertainment and television business, in the recorded music business
and in various financial services businesses; and
f) Microsoft Corporation (“Microsoft”) – Microsoft is based in Redmond,
Washington and is listed on the NASDAQ. It develops, manufactures, licenses
and supports software products and services. It also designs and sells
hardware and provides consulting services.
32. The Successful Bid includes the Sale Agreement and various ancillary agreements. A
copy of the Sale Agreement is attached as Appendix “B”. A copy of the Sale
Agreement blacklined against the Stalking Horse Agreement is attached as Appendix
“C”. A copy of the exhibits and schedules to the Sale Agreement are attached as
confidential Appendix “D” hereto. As these exhibits and schedules contain sensitive
competitive information, the Monitor and the Applicants are requesting that
confidential Appendix “D” to this Seventy-First Report be sealed by this Honourable
Court.
33. The terms and conditions of the Sale Agreement are substantially the same as the
Stalking Horse Agreement described in the Sixty-Third Report. The Purchase Price
has been increased from $900 million cash to $4.5 billion cash, plus, in both cases,
the obligation of the Purchaser to pay, perform and discharge the Assumed
Liabilities. The following is a summary of certain other material differences between
the Stalking Horse Agreement and the Sale Agreement. Reference should be made
directly to the Sale Agreement for a complete understanding of the terms governing
the transaction.

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a) The indemnity granted by the Sellers in favour of Ranger in the Stalking
Horse Agreement and the related $45 million Indemnification Escrow Amount
have been removed from the Sale Agreement;
b) The Sellers Disclosure Schedule has been amended such that the Transferred
Patents, Specified UK Patents, and any inventions and improvements claimed
or disclosed therein are transferred subject to certain licences that have been
asserted in the License Rejection Procedures;
c) The agreements relating to the entry of the U.S. Bidding Procedures Order and
the Canadian Sales Process Order have been removed as those Orders have
already been granted by the respective Courts;
d) The Closing is no longer subject to receipt of the Mandatory Regulatory
Approvals;
e) The entry of the French Court Order has been removed as a mutual Closing
condition as such Order has already been entered;
f) The termination right of the Purchaser for a failure of the sale hearings to have
commenced does not arise until forty-five calendar days from the date of the
Sale Agreement;
g) In accordance with the Bidding Procedures, no break-up fee or expense
reimbursement is payable to the Purchaser;
h) An affiliate of the Purchaser and NNC, NNL and NNI have entered into an
Employee Transfer Side Agreement. Pursuant to the Employee Transfer Side
Agreement, an affiliate of the Purchaser will offer employment to at least 16
employees of Nortel who are employed in connection with the Residual IP,
being approximately 52% of the employees who are presently employed in
connection with the Residual IP. In addition, the Purchaser has agreed to bear

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severance costs incurred by the Sellers in connection with the termination of
the employment of employees of Nortel who are employed in connection with
the Residual IP, to a maximum of $2.6 million;
i) At any time prior to the Closing Date, the Purchaser may require the Sellers to
enter into one or more licenses for the Transferred Patents or Specified UK
Patents with the Purchaser and/or the Purchaser’s limited partners (the
“Optioned Licenses”) concurrently with the Closing (but immediately prior to
the sale of the Assets) in exchange for a license fee not to exceed $1 billion
(such aggregate amount, the “Optioned Licenses Fees”). The Optioned
Licenses Fees shall be payable to the Distribution Agent on the Closing Date
and the Purchase Price otherwise payable for the Assets shall be reduced by
the amount of the Optioned Licenses Fees. The Purchaser shall indemnify the
Sellers and certain related parties from any liabilities arising from the
Optioned Licenses, other than with respect to Taxes. In the case of Taxes, the
Purchaser shall indemnify the Sellers, the Joint Administrators and the French
Liquidator from and against any Incremental Taxes paid or payable by such
parties as a result of the Optioned Licenses. The Purchaser shall pay the
Canadian Sellers (i.e. NNC and NNL) $15 million on the Closing in respect of
the utilization of tax attributes of the Canadian Sellers as a result of the receipt
of the Optioned Licenses Fees;
j) The definition of Permitted Encumbrances has been amended such that the
Assets will be transferred subject to all promises, declarations and
commitments made in writing by the Sellers to standard-setting bodies or
industry groups concerning the Transferred Patents, Purchased Specified UK
Patents or Undisclosed Patent Interests (as opposed to only promises,
declarations and commitments that were listed in the Sellers Disclosure
Schedule); and

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k) The length of time the Sellers are obligated to maintain books and records
related to the Assets post-Closing is reduced from three years to one year.
34. In accordance with the Bidding Procedures, Apple and the Purchaser each delivered
a Good Faith Deposit to the Sellers in the amount of $27 million (i.e., $54 million in
the aggregate). In accordance with the Sale Agreement and the Bidding Procedures,
the Good Faith Deposit will be applied to the Purchase Price at Closing.

APPROVAL AND VESTING ORDER AND OTHER CLOSING CONDITIONS
35. The assets to be transferred by the Applicants and the U.S. Debtors pursuant to the
Sale Agreement (including the licenses under the Jointly Owned Patents, the
Specified UK Patents, the Undisclosed Patent Interests and any other Patents granted
by one or more of the Applicants to the Purchaser pursuant to the Sale Agreement
and, effective upon receipt by the Sellers or any successor or assign or any receiver,
trustee or liquidator appointed in respect of a Seller (or its Property as defined in the
Initial Order) of the applicable Exercise Price pursuant to Section 5.19 of the Sale
Agreement, any Undisclosed Patent Interests, together with all the other Assets,
collectively, the “Purchased Assets”) are to be transferred free and clear of all liens,
claims and encumbrances of any kind other than Permitted Encumbrances and those
expressly assumed by the Purchaser pursuant to the Sale Agreement. Accordingly,
the Applicants are seeking an order of this Honourable Court vesting in the Purchaser
all of the Applicants’ right, title and interest in the Purchased Assets free and clear of
various encumbrances.
36. The Order being sought also contains the License Non-Assignment and NonRenewal Protections, as described at paragraphs 57 to 59 of the Monitor’s SixtyThird Report. Broadly conceived, and subject to various exceptions to preserve
flexibility for Nortel in relation to its global wind-down, the License NonAssignment and Non-Renewal Protections are intended to prevent the Applicants and

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the U.S. Debtors from assigning, or consenting to the assignment of, the various
types of specified licenses or expanding the scope or terms of such licenses as they
relate to the Transferred Patents, Specified UK Patents or Jointly Owned Patents, as
well as to provide for the termination of such licenses at the earliest time permissible.
37. The Monitor understands that a joint hearing has been scheduled before the U.S.
Court and this Honourable Court at 10:00 am on July 11, 2011, for approval of the
Sale Agreement.
38. Aside from the removal of the receipt of the Mandatory Regulatory Approvals and
the entry of the French Court Order as noted above, the Closing conditions under the
Sale Agreement remain the same as under the Stalking Horse Agreement.

LICENSE REJECTION PROCEDURES
39. As outlined in the Sixty-Third Report, in view of the negative impact any Unknown
Licenses (i.e. licenses other than the Known Licenses, Commercial Licenses and
certain intercompany licenses) may have on the value of the Residual IP, the
Applicants sought to establish, and this Honourable Court approved in its Order
dated May 2, 2011, a process (the “Canadian License Rejection Procedures”) for the
rejection or termination of Unknown Licenses. The U.S. Court approved a
substantially similar process under the auspices of the Chapter 11 Proceedings (with
the Canadian License Rejection Procedures, the “License Rejection Procedures”).
40. The Canadian License Rejection Procedures required any counterparty wishing to
assert an Unknown License to serve an objection notice (“Objection Notice”) on the
parties listed on Schedule “B” of the Canadian Sales Process Order prior to 4:00 p.m.
(ET) on June 6, 2011 (the “Canadian License Bar Date”). To the extent that a party
asserted an Unknown License prior to the 4:00 p.m. (ET) on the Canadian License
Bar Date (and if so asserted, an “Additional License”), the Assets as defined in the

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Stalking Horse Agreement were only to be sold subject to such Additional License,
provided however that the validity of the Additional License was established by
Court Order prior to Closing.
41. Pursuant to the License Rejections Procedures the following noticing actions, among
others, were undertaken:
a) the Monitor posted the form of Objection Notice on its website in accordance
with the Canadian Sales Process Order;
b) on or about May 6, 2011, the Monitor (on behalf of the Applicants and the
U.S. Debtors) served on each counterparty to an Outbound License
Agreement or a Cross-License Agreement a Known License Notice
identifying the Known License(s) that such counterparty has with the
Applicants and/or the U.S. Debtors. Attached hereto as confidential Appendix
“E” is a copy of the affidavit of service attesting to such service. As noted at
paragraph 55 of the Sixty-Third Report, these parties were also served with
the Applicants’ materials in respect of both the Canadian sales process motion
and the Canadian sale hearing and have now also been served with the
Applicants’ amended and restated materials for the within motion. Attached
hereto as confidential Appendix “F” are copies of the affidavits of service
attesting to the service of the Applicants’ materials in respect of the within
motion on the Known License counterparties. The Applicants and the Monitor
are requesting that confidential Appendices “E” and “F” be sealed by this
Honourable Court as they contain the identity of the Known License
counterparties, which information is competitively sensitive;
c) The Joint Notice of Public Auction, Sale Hearing and Rejection of IP Licenses
was published in The Globe & Mail (National Edition), The Wall Street
Journal (National Edition), the New York Times (National Edition) and The

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Financial Times (International Edition) on May 6, 2011 (attached hereto at
Appendix “G” are affidavits attesting to such publication); and
d) In addition to the Applicants serving the service list in the within proceedings
with the Notice of Sale, the Monitor understands Epiq, the U.S. Debtors’
claims and noticing agent, served the Notice of Sale on various parties as
agreed to by the Sellers and Ranger.
42. Prior to the Canadian License Bar Date, the Applicants, the U.S. Debtors and/or the
Monitor were contacted by approximately 70 parties to discuss the License Rejection
Procedures. The Applicants, the U.S. Debtors and the Monitor worked to address
questions raised by those parties concerning the License Rejection Procedures,
including, inter alia, confirming whether licenses were Known Licenses or
Commercial Licenses.
43. Eleven Objection Notices were received by the Canadian License Bar Date from ten
parties. As noted above, certain of the licenses asserted in those Objection Notices
(as well as certain of the licenses asserted in the U.S. License Rejection Procedures)
have been included in the Sellers Disclosure Schedule such that the Assets will be
transferred subject to such licenses. In addition, pursuant to a Commercial Licenses
Acknowledgement dated June 30, 2011, a copy of which is attached as Appendix
“H” hereto, the Purchaser has agreed that the Assets will be transferred subject to any
licenses granted under certain specified agreements raised by various parties in the
context of the License Rejection Procedures as well as any agreements between the
Sellers and such parties that are similar to the specified agreements.
44. Certain of the Objection Notices and objections filed in the Chapter 11 Proceedings
also asserted objections relating to commitments to standard setting organizations.
As noted above, the definition of Permitted Encumbrances has been amended such
that the Assets will be transferred subject to all promises, declarations and
commitments made in writing by the Sellers to standard-setting bodies or industry

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groups concerning the Transferred Patents, Purchased Specified UK Patents or
Undisclosed Patent Interests (as opposed to only promises, declarations and
commitments that were listed in the Sellers Disclosure Schedule).
45. The Applicants, the U.S. Debtors and the Monitor continue to work with the various
objecting parties in an attempt to resolve outstanding objections.
46. As mandated by the License Rejection Procedures, any Unknown Licenses to which
the Canadian Debtors are a party other than the Additional Licenses are forever
barred, released and extinguished and deemed to be terminated as at the Closing and
any claim arising from such deemed termination shall be a claim against the
Applicants, which claim is deemed to be a Restructuring Claim as such term is
defined in the Claims Procedure Order granted by this Honourable Court on July 30,
2009, as amended from time to time (the “Claims Procedure Order”) and must be
filed within thirty (30) days of the date of Closing and otherwise in compliance with
the Claims Procedure Order. No such claims have been filed to date.

AMENDED & RESTATED IP TRANSACTION SIDE AGREEMENT RE:
CERTAIN STRUCTURAL MATTERS
47. In connection with the sale of the Residual IP, the Applicants, the U.S. Debtors and
the EMEA Debtors have entered into an Amended and Restated IP Transaction Side
Agreement re: Certain Structural Matters dated June 29, 2011 (the “Second IP
Transaction Side Agreement”), a copy of which is attached as Appendix “I” hereto.
The Second IP Transaction Side Agreement memorializes certain inter-estate
agreements among the parties pertaining to the Residual IP transaction, including the
Optioned License structure.

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BREAK-UP FEE AND EXPENSE REIMBURSEMENT PAYABLE TO RANGER
48. As set out in the Sixty-Third Report, the Stalking Horse Agreement provided for an
Expense Reimbursement of up to $4 million and a Break-Up Fee of $25 million
payable to Ranger in certain circumstances, including where the Stalking Horse
Agreement was terminated by either Primary Party upon the Sellers determination to
proceed with an Alternative Transaction (and, in the case of the Break-Up Fee, where
such Alternative Transaction is consummated within twelve months following such
termination). The Expense Reimbursement is payable to Ranger not more than five
Business Days following such termination and the receipt of written notice from
Ranger describing the fees and expenses that constitute the Expense Reimbursement
in reasonable detail. The Break-Up Fee is payable from the proceeds of such
Alternative Transaction.

ALLOCATION OF SALE PROCEEDS
49. As noted in the Sixty-Third Report, NNL holds legal title to the Residual IP which,
in turn, is subject to various intercompany licensing agreements with other Nortel
legal entities around the world, in some cases on an exclusive basis and in other
cases, on a non-exclusive basis.
50. As set out in the Fifteenth Report, the Applicants, U.S. Debtors, and certain of the
EMEA Debtors, through the Joint Administrators, entered into the Interim Funding
and Settlement Agreement (“IFSA”) which was approved by this Honourable Court
on June 29, 2009. Pursuant to the IFSA, each of the Applicants, U.S. Debtors, and
EMEA Debtors agreed that their execution of definitive documentation with a
purchaser of any material Nortel assets shall not be conditional upon reaching an
agreement regarding the allocation of the sale proceeds or binding procedures for
the allocation of the sale proceeds. In addition, the parties agreed that in the absence
of any agreement regarding the allocation of any sale proceeds, the proceeds shall

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be deposited in an escrow account and any distribution from the escrow account
shall be contingent upon (i) the agreement of all of the relevant Selling Debtors (as
defined in the IFSA), or (ii) in the case where the Selling Debtors fail to reach an
agreement, a determination of the allocation by the relevant dispute resolvers.
51. As no agreement has been reached regarding the allocation of the Residual IP sale
proceeds, they will be placed into a distribution escrow account upon Closing. Once
the terms of the distribution escrow agreement are finalized, the Applicants will
bring a motion before this Honourable Court seeking approval of the distribution
escrow agreement.

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MONITOR’S ANALYSIS AND RECOMMENDATIONS
52. The Monitor is of the view that the Company’s efforts to market the Residual IP
were comprehensive and conducted in accordance with the Bidding Procedures and
that the Auction process provided a mechanism to fully determine the market value
of the Residual IP. The Monitor is satisfied that the Purchase Price for the Assets
constitutes fair consideration for such assets. As a result, the Monitor is of the view
that the Sale Agreement represents the best transaction for the sale of the Residual
IP. The Monitor therefore recommends that this Honourable Court approve the
Applicants’ motion authorizing the Applicants to complete the transaction
contemplated by the Sale Agreement and vesting all of the Applicants’ right, title and
interest in the Purchased Assets in the Purchaser. The Monitor also recommends
approval of the Second IP Transaction Side Agreement.
53. For the reasons described above at paragraphs 32 and 41 the Monitor recommends
that confidential Appendices “D”, “E” and “F” to this Seventy-First Report be sealed
by this Honourable Court.

All of which is respectfully submitted this 6th day of July, 2011.

ERNST & YOUNG INC.
In its capacity as Monitor of the Applicants
and not in its personal capacity
Per:

Murray A. McDonald
President

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APPENDIX “A”
[ATTACHED]

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BIDDING PROCEDURES
Set forth below are the bidding procedures (the “Bidding Procedures”) to be employed
with respect to the proposed sale of certain assets and assumption of certain liabilities as set forth
in the Purchase Agreement (as defined below) with respect to the Purchaser, or, as set forth in
the relevant purchase agreement(s) with respect to a Successful Bidder or an Alternate Bidder
(each as defined below) (in each event, the “Sale”). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Purchase Agreement.
On April 4, 2011, Nortel Networks Inc. and certain of its U.S. subsidiaries that are
debtors and debtors-in-possession (collectively, the “U.S. Debtors”), Nortel Networks Limited
and certain other affiliates of the U.S. Debtors that have commenced proceedings under the
Canadian Companies’ Creditors Arrangement Act (the “Canadian Debtors”, together with the
U.S. Debtors and the Canadian Debtors, the “North American Sellers”), certain other affiliates of
the North American Sellers, including Nortel Networks UK Limited (in administration)
(“NNUK”), Nortel Networks (Ireland) Limited (in administration) (“NN Ireland”), Nortel
Networks S.A. (in administration and liquidation judiciaire) (“NNSA”), Nortel Networks France
S.A.S (in administration) and Nortel GmbH (in administration) (the “EMEA Sellers” and
together with the North American Sellers, the “Sellers”), certain of which are under the control
of Alan Bloom, Stephen Harris, Chris Hill and Alan Hudson of Ernst & Young LLP, in their
capacities as the joint administrators of those EMEA Sellers appointed by the English High
Court of Justice in connection with the proceedings (the “UK Proceedings”) under the
Insolvency Act 1986 and NN Ireland which is acting by Alan Bloom also and David Hughes of
Ernst & Young Chartered Accountants (such individuals collectively, the “Administrators”), the
Administrators and Maître Cosme Rogeau appointed as mandataire liquidateur by the
Commercial Court of Versailles (the “French Liquidator”) executed that certain Asset Sale
Agreement relating to the sale and purchase of the Assets with Ranger Inc. (the “Purchaser”) and
Google Inc. (the “Purchase Agreement”).
The Sellers have determined that: (A) the transactions contemplated by the Purchase
Agreement and the ancillary agreements discussed therein with respect to the Purchaser, or, as
set forth in the relevant sale or purchase agreement(s) and ancillary agreements with respect to a
Successful Bidder (collectively, the “Transactions”) should be subject to competitive bidding as
set forth herein; (B) the transfer of the U.S. Debtors’ rights, title and interests in and to the Assets
(as defined below) should be subject to approval by the United States Bankruptcy Court for the
District of Delaware (the “Bankruptcy Court”) pursuant to sections 363 and 365 of title 11 of the
United States Code, 11 U.S.C. §§ 101-1330, as amended (the “Bankruptcy Code”); (C) the
transfer of the rights, title and interests of the Canadian Debtors in and to the Assets should be
subject to approval by the Ontario Superior Court of Justice (the “Canadian Court”); (D) the
transfer of the rights, title and interests of NNSA in and to the Assets should be subject to
approval by the Supervisory Judge (juge commissaire) of the secondary insolvency proceedings
of NNSA commenced in the Republic of France on May 28, 2009, within the meaning of Article
27 of the EC Regulation 1346/2000 (the “Supervisory Judge”) and (E) the Transactions shall be
(i) submitted for approval by such other applicable court(s) as the Sellers, in consultation with
the Creditors’ Committee (as defined below), the Bondholder Group (as defined below) and the
Monitor (as defined below), may determine are necessary or appropriate and (ii) subject to such

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other closing conditions as are set forth in the Purchase Agreement with respect to the Purchaser,
or, as set forth in the relevant purchase agreement(s) with respect to a Successful Bidder.
On April 4, 2011, the U.S. Debtors filed a Motion for Orders For Orders (I)(A)
Authorizing Debtors’ Entry Into The Stalking Horse Asset Sale Agreement, (B) Authorizing And
Approving The Bidding Procedures And Bid Protections, (C) Approving The Notice Procedures
And The Assumption And Assignment Procedures, (D) Approving The License Rejection
Procedures, (E) Approving a Side Agreement, (F) Authorizing The Filing Of Certain Documents
Under Seal And (G) Setting A Date For The Sale Hearing And (II) Authorizing And Approving
(A) The Sale Of Certain Patents And Related Assets Free And Clear Of All Claims And
Interests, (B) The Assumption And Assignment Of Certain Executory Contracts, (C) The
Rejection Of Certain Patent Licenses And (D) The License Non-Assignment And Non-Renewal
Protections (the “Sale Motion”).
On May 2, 2011, the Bankruptcy Court entered an Order approving, among other things,
the Bidding Procedures set forth herein and the payment, in certain circumstances, of the BreakUp Fee and Expense Reimbursement (the “Bidding Procedures Order”).
On April 7, 2011, 2011, the Canadian Debtors filed a motion with the Canadian Court
seeking an order for approval of (I) execution and delivery of the Purchase Agreement by the
Canadian Debtors, (II) payment of the Break-Up Fee and Expense Reimbursement in the
circumstances provided for in the Purchase Agreement, and (III) a process for the Sale of the
Canadian Debtors’ rights, title and interests in and to the Assets (as defined below).
On May 2, 2011, the Canadian Court entered an Order approving, among other things,
the Bidding Procedures set forth herein and the payment, in certain circumstances, of the BreakUp Fee and Expense Reimbursement (the “Canadian Sales Process Order”).
Bidding Process
The Bidding Procedures set forth herein describe, among other things, the assets available
for sale, the manner in which prospective bidders may gain access to or continue to have access
to due diligence materials concerning the Assets (as defined below), the manner in which bidders
and bids become Qualified Bidders (as defined below) and Qualified Bids (as defined below),
respectively, the receipt and negotiation of bids received, the conduct of any subsequent Auction
(as defined below), the ultimate selection of the Successful Bidder (as defined below), and the
Bankruptcy Court’s, the Canadian Court’s and, if required, such other applicable courts’
approval thereof (collectively, the “Bidding Process”). The Sellers intend to consult with, among
others, the Official Committee of Unsecured Creditors in connection with the chapter 11 cases of
Nortel Networks Inc., et al. (jointly administered under Case No. 09-10138) involving the U.S.
Debtors (the “Creditors’ Committee”), the ad hoc group of bondholders holding claims against
certain of the U.S. Debtors and certain of the Canadian Debtors (the “Bondholder Group”), Ernst
& Young Inc., in its capacity as the Canadian Court-appointed monitor in connection with the
proceedings under the Companies’ Creditors Arrangement Act (the “Monitor”), the
Administrators in connection with the UK Proceedings, the French Liquidator and their
respective advisors throughout the Bidding Process. In the event that the Sellers and any party
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disagree as to the interpretation or application of these Bidding Procedures, the Canadian Court
and the Bankruptcy Court, jointly, will have jurisdiction to hear and resolve such dispute.1
Assets To Be Sold
The Sellers are offering for sale, in one or more Transactions, substantially all of the
Sellers’ patent assets and certain related assets, as described in the Purchase Agreement (to the
extent that such assets are not subsequently excluded from the sale in accordance with the terms
of the Purchase Agreement) with respect to the Purchaser, or, as set forth in the relevant sale or
purchase agreement(s) with respect to a Successful Bidder, and related schedules and in an
information memorandum made available by the Sellers to the Purchaser and other potential
bidders, and to be made available to other potential bidders that have executed a confidentiality
agreement with the Sellers (the “Assets”).
“As Is, Where Is”
The sale of the Assets will be on an “as is, where is” basis and without surviving
representations or warranties of any kind, nature or description by the Sellers, their agents, or
estates, except, with respect to the Purchaser, to the extent set forth in the Purchase Agreement
or, with respect to a Successful Bidder (as defined below), to the extent set forth in the relevant
sale or purchase agreement(s) of such Successful Bidder.
Free Of Any And All Claims And Interests
All of the rights, title and interests of the Sellers in and to the Assets, or any portion
thereof, to be acquired will be sold (i) in the case of Assets that are transferred or assigned by
U.S. Debtors, free and clear of all Liens and Claims pursuant to sections 363 and 365 of the U.S.
Bankruptcy Code, (ii) in the case of Assets that are transferred or assigned by the Canadian
Debtors, free and clear of all Liens and Claims pursuant to the Canadian Approval and Vesting
Order, when granted, and (iii) in the case of Assets that are transferred or assigned by the EMEA
Sellers free and clear of all Liens, such Liens and Claims to attach to the net proceeds of the sale
of such Assets, except with respect to the Purchaser to the extent otherwise set forth in the
Purchase Agreement or, with respect to a Successful Bidder, to the extent otherwise set forth in
the relevant sale or purchase agreement(s) of such Successful Bidder with the Sellers.
Publication Notice
Within 5 (five) days of entry of orders by the Bankruptcy Court and the Canadian Court
approving these Bidding Procedures or as soon as practicable thereafter, the Sellers shall publish
notice of these Bidding Procedures, the time and place of the Auction (as defined below), the
time and place of the Sale Hearing (as defined below), and the objection deadline for the Sale
Hearing in The Financial Times (International Edition), The Wall Street Journal (National
Edition), The New York Times (National Edition) and The Globe & Mail (National Edition).

1

For the avoidance of doubt, the Bidding Process shall not govern any disagreements among the Sellers.

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Participation Requirements
Unless otherwise ordered by both the Bankruptcy Court and the Canadian Court and
accepted by the Administrators, for cause shown, or as otherwise determined by the Sellers (in
consultation with the Creditors’ Committee, the Bondholder Group and the Monitor), in order to
participate in the Bidding Process, prior to the Bid Deadline (as defined below), each person
other than the Purchaser who wishes to participate in the Bidding Process, and in the event that
such person is an entity formed for the purpose of acquiring the Assets (or any portion thereof),
each actual or proposed holder of the equity (whether in the form of stock, partnership interests,
LLC interests, debt issued in connection with such person’s bid for the Assets or otherwise) or
proposed beneficiary of such person through license or similar arrangement granted in
connection with such person’s bid (each an “Equity Holder”), (each such person other than the
Purchaser who wishes to participate in the Bidding Process, and each Equity Holder thereof, a
“Potential Bidder”) must deliver to the Notice Parties (as defined below) at the addresses
provided below:
(a)
an executed confidentiality agreement (to be delivered prior to the
distribution of any confidential information by the Sellers to such Potential Bidder) in
substance substantially the same as the confidentiality agreement (together with all
supplements and addenda thereto) executed by the Purchaser, mutatis mutandis, and
taking account of such Potential Bidder’s corporate or other organizational structure, and
otherwise in form and substance satisfactory to the Sellers, and which shall inure to the
benefit of any purchaser of the Assets. In the event that the Potential Bidder has already
entered into a confidentiality agreement with the Sellers, prior to the distribution of any
additional confidential information by the Sellers to such Potential Bidder, such Potential
Bidder must provide a statement (i) agreeing that, if the confidentiality agreement
(together with all supplements and addenda thereto) executed by the Purchaser contains
provisions that are more restrictive than the confidentiality agreement (together with all
supplements and addenda thereto) executed by such Potential Bidder, then the
confidentiality agreement (together with all supplements and addenda thereto) executed
by such Potential Bidder shall be deemed to be amended to contain such more restrictive
provisions, mutatis mutandis; (ii) agreeing that its obligations under such agreement shall
inure to the benefit of any purchaser of the Assets; and (iii) waiving any of its rights
under such confidentiality agreement that are in conflict with the Bidding Procedures or
that would otherwise prohibit disclosures regarding the Potential Bidder, or any
Transactions it may enter into, to the Notice Parties and other Qualified Bidders who
submit a Qualified Bid (each as defined below);
(b)
current audited financial statements and latest unaudited financial
statements of the Potential Bidder or such other form of financial disclosure and creditquality support or enhancement that will allow the Sellers and their respective financial
advisors, in consultation with the Creditors’ Committee, the Bondholder Group and the
Monitor, to make a reasonable determination as to the Potential Bidder’s financial and
other capabilities to consummate the Transactions; and
(c)
a statement demonstrating to the Sellers’ satisfaction, a bona fide interest
in purchasing the Assets from the Sellers including: (i) the purchase price (including
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liabilities to be assumed by the Potential Bidder); (ii) any Assets expected to be excluded;
(iii) the structure and financing of the Transactions (including, but not limited to, the
sources of financing for the purchase price and all requisite financial assurance); (iv) any
anticipated corporate, stockholder, internal or regulatory approvals required to close the
Transactions, the anticipated time frame and any anticipated impediments for obtaining
such approvals; (v) the proposed number of employees of the Sellers who will become
employees of the Potential Bidder (save in jurisdictions where employees transfer by
operation of law), and any proposed measures associated with the continued employment
of all employees who will become employees of the Qualified Bidder; and (vi) any
conditions to closing that the Potential Bidder may wish to impose in addition to those set
forth in the Purchase Agreement.
A Potential Bidder (i) that has delivered the documents described above, (ii) whose
financial information and credit quality support or enhancement demonstrate in the Sellers’
judgment, after consultation with their counsel and financial advisors, the Creditors’ Committee,
the Bondholder Group and the Monitor, the financial capability of the Potential Bidder to
consummate the Transactions, (iii) that has submitted a reasonably competitive and realistic nonbinding proposal, as described above, (iv) that has delivered executed confidentiality
agreement(s), as described above, and (v) that the Sellers determine in their reasonable business
judgment, after consultation with their counsel and financial advisors, the Creditors’ Committee,
the Bondholder Group and the Monitor, is likely (based on availability of financing, experience
and other considerations) to be able to consummate the Transactions, will be deemed a
“Qualified Bidder”. The Sellers will determine, in their reasonable business judgment, after
consultation with the Creditors’ Committee, the Bondholder Group, the Administrators and the
Monitor, whether to entertain bidders for the Assets that have not met one or more of the
requirements specified above and deem such bidders to be Qualified Bidders.
As promptly as practicable after a Potential Bidder delivers all of the materials required
above, the Sellers will determine, in consultation with the Creditors’ Committee, the Bondholder
Group and the Monitor, and will notify the Potential Bidder, if such Potential Bidder is a
Qualified Bidder. At the same time that the Sellers notify the Potential Bidder that it is a
Qualified Bidder, the Sellers will allow the Qualified Bidder to begin or continue to conduct due
diligence with respect to the Assets as provided in the following paragraph.
Due Diligence
The Sellers may in their reasonable business judgment, and subject to competitive
and other business considerations, afford each Qualified Bidder and any person seeking to
become a Qualified Bidder that has executed confidentiality agreement(s) of the type described
in clause (a) under the heading “Participation Requirements” with the Sellers such due diligence
access to materials and information relating to the Assets as the Sellers deem appropriate after
consultation with the Creditors’ Committee, the Bondholder Group and the Monitor. Due
diligence access may include management presentations as may be scheduled by the Sellers,
access to electronic data rooms, on-site inspections, and other matters which a Qualified Bidder
may reasonably request and as to which the Sellers, in their reasonable business judgment, may
agree. The Sellers will designate an employee or other representative to coordinate all
reasonable requests for additional information and due diligence access from Qualified Bidders.
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No additional due diligence for any party other than a Qualified Bidder who has submitted a
Qualified Bid will continue after the Bid Deadline (as defined below). The Sellers may, in their
discretion, coordinate diligence efforts such that multiple Qualified Bidders have simultaneous
access to due diligence materials and/or simultaneous attendance at management presentations or
site inspections. In any event, the Purchaser shall be provided access to all due diligence
materials, management presentations, on-site inspections and other information provided to any
Qualified Bidders that were not previously made available to the Purchaser as soon as
commercially practicable and in no event later than two (2) Business Days after the date that the
Sellers made such information available to any such Qualified Bidder. Neither the Sellers nor
any of their affiliates (or any of their respective representatives) will be obligated to furnish any
information relating to the Assets to any person other than to Qualified Bidders. The Sellers
make no representation or warranty as to the information to be provided through this due
diligence process or otherwise, except to the extent set forth in the Purchase Agreement or in any
other definitive agreement(s) with any Successful Bidder executed and delivered by Sellers.
Bid Deadline
A Qualified Bidder that desires to make a bid will deliver written copies of its bid to the
following parties (collectively, the “Notice Parties”): (i) Nortel Networks Limited and Nortel
Networks Inc., c/o Nortel Networks Limited, Attn: Anna Ventresca, Esq., 5945 Airport Road,
Suite 360, Mississauga, Ontario L4V 1R9, Facsimile: [phone]; (ii) U.S. Debtors’
counsel: Cleary Gottlieb Steen & Hamilton LLP, Attn: James L. Bromley and Lisa M.
Schweitzer, One Liberty Plaza, New York, New York 10006, Facsimile: [phone]; (iii)
U.S. Debtors’ counsel: Morris, Nichols, Arsht & Tunnell LLP, Attn: Derek C. Abbott, 1201
North Market Street, Wilmington, Delaware 19801, Facsimile: [phone]; (iv) Canadian
Debtors’ counsel: Ogilvy Renault LLP, Attn: Derrick C. Tay and Jennifer Stam, Royal Bank
Plaza, South Tower, Suite 3800, 200 Bay Street, Toronto, Ontario, Canada, Facsimile: (416)
216-3930; (v) Sellers’ financial advisors: Lazard Frères & Co., Attn: David Descoteaux, 30
Rockefeller Plaza, New York, NY 10020, Facsimile: [phone]; (vi) Sellers’advisors:
Global IP Law Group, LLC, 233 South Wacker Drive, Suite 8400, Chicago, IL 60606,
Fascimile: [phone] Attn: David Berten, (vii) counsel to the Creditors’ Committee: Akin
Gump Strauss Hauer & Feld LLP, Attn: Fred S. Hodara, Stephen B. Kuhn, David H. Botter and
Kenneth A. Davis, One Bryant Park, New York, New York 10036, Facsimile: [phone];
(viii) financial advisor to the Creditors’ Committee: Jefferies & Company, Inc., Attn: General
Counsel, Investment Banking, 520 Madison Avenue, New York, New York, Facsimile: (212)
284-2280; (ix) counsel to the Bondholder Group: Milbank, Tweed, Hadley & McCloy, Attn:
Roland Hlawaty, One Chase Manhattan Plaza, New York, New York, 10006, Facsimile: (212)
822-5735; (x) the Monitor: Murray A. McDonald, Ernst & Young Inc., Ernst & Young Tower,
222 Bay Street, P. O. Box 251, Toronto, ON M5K 1J7 Canada, Facsimile: [phone]; (xi)
the Administrators: Ernst & Young LLP, Attn: Christopher Hill and Robin Jowitt, 1 More Place,
London SE1 2AF, United Kingdom, Facsimile [phone]; (xii) counsel to the
Administrators: Herbert Smith LLP, Attn: Alex Kay and Robert Moore, Exchange House,
Primrose Street, London, EC2A 2HS, Facsimile: [phone] and + 44 20 7098 4918;
(xiii) the French Liquidator: 26 avenue Hoche, 78000 Versailles, France, Facsimile: + 33 1 39
49 44 63, Attn: Cosme Rogeau; and (xiv) Counsel to the French Liquidator: Foucaud, Tchekhoff,
Pochet & Associés, 1bis, avenue Foch, 75116 Paris, France Facsimile: + 33 1 45 00 08 19, Attn:
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Rajeev Sharma-Fokeer & Edouard Fabre, so as to be received not later than June 13, 2011 at
4:00 p.m. (ET) by the Sellers (as may be extended as set out below, the “Bid Deadline”). The
Sellers, after consultation with the Creditors’ Committee, the Bondholder Group and the
Monitor, may extend the Bid Deadline once or successively, but they are not obligated to do so;
provided that for any such extension beyond five (5) Business Days, the Sellers shall have
obtained the written consent of the Creditors’ Committee, the Bondholder Group and the
Monitor, which consent will not be unreasonably withheld. If the Sellers extend the Bid
Deadline, they will promptly notify all Qualified Bidders (including the Purchaser) and the
parties listed above of such extension.
Qualified Bid
A bid, other than the Purchase Agreement, submitted will be considered a Qualified Bid
only if the bid is submitted by a Qualified Bidder, pursuant to the previous paragraph and
complies with all of the following (a “Qualified Bid”):
(a)
it states that the applicable Qualified Bidder offers to purchase the Assets
upon the terms and conditions substantially as set forth in the Purchase Agreement,
including without limitation, with respect to certainty and timing of closing, or pursuant
to an alternative structure (including without limitation, an offer conditioned upon
confirmation of a plan of reorganization proposed by the U.S. Debtors and/or a plan of
arrangement approved by one or more of the Canadian Debtors and the Monitor, in each
case, either individually or in collaboration with such Qualified Bidder), or upon
alternative terms and conditions that the Sellers reasonably determine, after consultation
with the Creditors’ Committee, the Bondholder Group and the Monitor, are no less
favorable than the terms and conditions of the Purchase Agreement.
(b)
it includes a letter stating that the Qualified Bidder’s offer is irrevocable
until the selection of the Successful Bidder and, if applicable, the Alternate Bidder (as
defined below), provided that if such Qualified Bidder is selected as the Successful
Bidder or the Alternate Bidder, its offer shall remain irrevocable until the earlier of (i)
closing of the Sale to the Successful Bidder or the Alternate Bidder, and (ii) (x) with
respect to the Successful Bidder only, 180 days from the Sale Hearing, subject to further
extensions as may be agreed to under the applicable purchase agreements and (y) with
respect to the Alternate Bidder only, the Alternate Bid Expiration Date (as defined
below); provided further that, notwithstanding anything to the contrary provided herein,
in no event shall the Purchaser be required to serve as an Alternate Bidder without its
consent, in its sole discretion;
(c)
it includes a duly authorized and executed Purchase Agreement, including
the purchase price for the Assets expressed in U.S. Dollars (the “Purchase Price”)
together with all exhibits and schedules thereto, the ancillary agreements as described in
the Purchase Agreement and such additional ancillary agreements as may be required by
the Qualified Bidder with all exhibits and schedules thereto (or term sheets that describe
the material terms and provisions of such agreements), as well as copies of such materials
marked to show those amendments and modifications to the Purchase Agreement
(“Marked Agreements”) and such ancillary agreements (the “Marked Ancillary
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Agreements”) (in each case to the extent applicable) and the proposed orders to approve
the Sale by the Bankruptcy Court, the Canadian Court and any other applicable court(s)
whose approval may be required, proposed by the Qualified Bidder;
(d)
it includes written evidence of a firm, irrevocable commitment for
financing, or other evidence of ability to consummate the proposed transaction, that will
allow the Sellers, in consultation with the Creditors’ Committee, the Bondholder Group
and the Monitor, to make a reasonable determination as to the Qualified Bidder’s
financial and other capabilities to consummate the transaction contemplated by the
Marked Agreements;
(e)
it is not conditioned on (i) the outcome of unperformed due diligence by
the Qualified Bidder and/or (ii) obtaining financing;
(f)
it fully discloses the identity of each entity that will be bidding for the
Assets or otherwise sponsoring, financing (including through the issuance of debt in
connection with such bid), participating in or benefiting from (including through license
or similar arrangement with respect to the assets to be acquired in connection with such
bid) such bid, and the complete terms of any such sponsorship, participation, financing or
benefit, such disclosure to include, without limitation, (i) in the case of a Qualified
Bidder formed for the purpose of acquiring the Assets (or any portion thereof), the
identity of each of the actual or proposed Equity Holders of such Qualified Bidder and
the terms and participation percentage of such Equity Holder’s interest in such bid and
(ii) the identity of each entity that has or will receive a benefit from such bid from or
through the Qualified Bidder or any of its Equity Holders and the terms of such benefit;
(g)
it has a value to the Sellers, in the Sellers’ reasonable business judgment,
after consultation with their financial advisors, the Creditors’ Committee, the Bondholder
Group and the Monitor, that either individually or, when evaluated in conjunction with
any other Qualified Bid for the Assets, is greater than or equal to the sum of the value
offered under the Purchase Agreement, plus the Break-Up Fee plus U.S. $4 million
(representing the Expense Reimbursement); provided that, in determining such value, the
Sellers will not be limited to evaluating the dollar amount of a competing bid, but may
also consider factors including those described under the “Evaluation of Competing
Bids” section hereof;
(h)
it includes an acknowledgment and representation that the Qualified
Bidder will assume the Sellers’ obligations under the executory contracts and unexpired
leases proposed to be assigned pursuant to the Purchase Agreement (or identifies with
particularity which of such contracts and leases the Qualified Bidder wishes not to
assume, or alternatively which additional executory contracts or unexpired leases the
Qualified Bidder wishes to assume), contains full details of the Qualified Bidder’s
proposal for the treatment of related cure costs, and identifies with particularity any
executory contract or unexpired lease the assumption and assignment of which is a
condition to closing;

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(i)
it includes an acknowledgement and representation that the Qualified
Bidder: (i) has had an opportunity to conduct any and all required due diligence
regarding the Assets prior to making its offer; (ii) has relied solely upon its own
independent review, investigation and/or inspection of any documents and/or the Assets
in making its bid; (iii) did not rely upon any written or oral statements, representations,
promises, warranties or guaranties whatsoever, whether express or implied (by operation
of law or otherwise), regarding the Assets or the completeness of any information
provided in connection therewith or the Auction, except as expressly stated in the Marked
Agreements or the Marked Ancillary Agreements; and (iv) is not entitled to any expense
reimbursement or break-up fee in connection with its bid;
(j)
it includes evidence, in form and substance reasonably satisfactory to
Sellers, of authorization and approval from the Qualified Bidder’s board of directors (or
comparable governing body) with respect to the submission, execution, delivery and
closing of the Marked Agreements and Marked Ancillary Agreements;
(k)
it is accompanied by a good faith deposit in the form of a wire transfer (to
a bank account specified by the Sellers), certified check or such other form acceptable to
the Sellers, payable to the order of the Sellers (or such other party as the Sellers may
determine) in U.S. Currency in an amount equal to US$27,000,000 to be dealt with as
provided for under “Good Faith Deposit” herein;
(l)
it (i) contains full details of the proposed number of employees of the
Sellers (apportioned by jurisdiction) who will become employees of the Qualified Bidder
(save in jurisdictions where employees transfer by operation of law) and any proposed
measures associated with their continued employment and associated with the
employment of all employees who will become employees of the Qualified Bidder, and
(ii) identifies any pension liabilities and assets related to any employees currently covered
under the Nortel Retirement Income Plan who will become employees of the Qualified
Bidder that the Qualified Bidder intends to assume or purchase;
(m)
it includes evidence of the Qualified Bidder’s ability to comply with
section 365 of the U.S. Bankruptcy Code (to the extent applicable), including providing
adequate assurance of such Qualified Bidder’s ability to perform in the future the
contracts and leases proposed in its bid to be assumed by the Sellers and assigned or
subleased to the Qualified Bidder, in a form that will permit the immediate dissemination
of such evidence to the counterparties to such contracts and leases;
(n)

it contains other information reasonably requested by the Sellers; and

(o)

it is received by the Bid Deadline.

The Sellers will determine, in their reasonable business judgment, after consultation with
the Creditors’ Committee, the Bondholder Group and the Monitor, whether to entertain bids for
the Assets that do not conform to one or more of the requirements specified herein and deem
such bids to be Qualified Bids; provided that the Sellers, in evaluating such bids, may not waive
substantial compliance with any items in paragraphs (d), (e), (f), (i)(iv), (j), (k) or (o) without the
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consent of the Purchaser, Creditors’ Committee, the Bondholder Group and the Monitor;
provided further that such consent shall not be unreasonably withheld in connection with any bid
that would (1) otherwise fully satisfy the requirements of a Qualified Bid but for a de minimis
failure to comply with those criteria and (2) such non-compliance is cured within twenty-four
(24) hours of the Bid Deadline; and provided further that the Sellers shall give the Purchaser
written notice no later than the later of (x) three (3) Business Days prior to the commencement of
the Auction or (y) 5:00 p.m. (ET) five calendar days prior to the commencement of the Auction
of any determination by the Sellers (subject to the two preceding provisos in this sentence) to
entertain a bid for the Assets that does not conform to one or more of the requirements specified
herein and to deem such bid to be a Qualified Bid (it being understood that such notice shall
include a description of the manner in which the applicable bid deviated from the requirements
set forth herein) or to entertain a bidder for the Assets that has not met one or more of the
requirements set forth under the heading “Participation Requirements” and deem such bidder to
be a Qualified Bidder (it being understood that such notice shall include a description of the
manner in which the applicable bidder deviated from the requirements set forth herein).
Notwithstanding the foregoing, the Purchaser is deemed a Qualified Bidder, and the Purchase
Agreement is deemed a Qualified Bid, for all purposes in connection with the Bidding Process,
the Auction, and the Sale.
The Sellers shall notify the Purchaser and all Qualified Bidders in writing as to whether
or not any bids constitute Qualified Bids (and, with respect to each Qualified Bidder that
submitted a bid other than the Purchaser, whether such Qualified Bidder’s bid constitutes a
Qualified Bid) on the next Business Day after the day that the determination is made; provided
that such notification shall be given no later than two (2) Business Days following the expiration
of the Bid Deadline. The Sellers shall provide the Purchaser and any Qualified Bidder that has
previously submitted a Qualified Bid with a copy of any Qualified Bid received by the Sellers on
the day that the determination is made that such bid is a Qualified Bid, but in no event later than
the later of (x) 12:00 p.m. (noon) (ET) three (3) Business Days prior to the commencement of the
Auction or (y) 5:00 p.m. (ET) five calendar days prior to the commencement of the Auction.
Aggregate Bids
The Sellers may aggregate separate bids from unaffiliated persons to create one
“Qualified Bid” from one or more “Qualified Bidders”; provided that all bidders, including all
Equity Holders of such bidder shall remain subject to the provisions of 11 U.S.C. § 363(n)
regarding collusive bidding.
Evaluation of Competing Bids
A Qualified Bid will be valued based upon several factors including, without limitation,
items such as the purchase price and the net value (including assumed liabilities and the other
obligations to be performed or assumed by the Qualified Bidder, including any assumed pension
liabilities) provided by such bid, the claims likely to be created by such bid in relation to other
bids, the counterparties to such Transactions, the proposed revisions to the relevant Transaction
documents, other factors affecting the speed, certainty and value of the Transactions (including
any regulatory approvals required to close the Transactions), the assets included or excluded
from the bid, the estimated number of in-scope employees of the Sellers (apportioned by
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jurisdiction), if any, to be offered post-closing employment by the Qualified Bidder and any
proposed measures associated with their continued employment, the transition services required
from the Sellers post-closing, if any, and any related restructuring costs, and the likelihood and
timing of consummating such transactions, each as determined by the Sellers, in consultation
with their advisors, the Creditors’ Committee, the Bondholder Group and the Monitor.
Break-Up Fee
Recognizing the value and benefits that the Purchaser has provided to the U.S. Debtors
and the other Sellers by entering into the Purchase Agreement, as well as the Purchaser’s
expenditure of time, energy and resources, the Sellers have agreed that they will, under the
circumstances set forth in the Purchase Agreement and as set forth in the Bidding Procedures
Order and the Canadian Sales Process Order pay to the Purchaser a break-up fee equal to $25
million (the “Break-Up Fee”) and an Expense Reimbursement (as defined in the Purchase
Agreement and to the extent provided in the Purchase Agreement).
Auction
If the Sellers receive one or more Qualified Bids in addition to the Purchase Agreement,
the Sellers will conduct an auction (the “Auction”) of the Assets, which shall be transcribed or
recorded on video to the extent required under Delaware local practice, at 9:00 a.m. (ET) on
June 20, 2011, at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New
York, New York 10006 or such other location as shall be timely communicated to all entities
entitled to attend the Auction, which Auction may be cancelled or adjourned, subject to the terms
of the Purchase Agreement. The Auction shall run in accordance with the following procedures:
(a)
Only the Sellers, the Purchaser, the Creditors’ Committee, the Bondholder
Group, the Monitor, the Administrators, the French Liquidator (and the advisors to each
of the foregoing), any creditor of the U.S. Debtors or the Canadian Debtors and any other
Qualified Bidder that has timely submitted a Qualified Bid (and the advisors to such
Qualified Bidder), shall attend the Auction in person, and only the Purchaser and such
other Qualified Bidders will be entitled to make any bids at the Auction.
(b)
Each Qualified Bidder shall be required to confirm that it has not engaged,
and will not engage, in any collusion with respect to the bidding or the Transactions, and
if such Qualified Bidder is an entity formed for the purpose of acquiring the Assets (or
any portion thereof), each of the Equity Holders of such Qualified Bidder shall be
required to confirm that it has not engaged, and will not engage, in any collusion with
respect to the bidding or the Transactions, such confirmation, in each case, in form and
substance satisfactory to the Sellers in their joint and sole discretion.
(c) At least one (1) calendar day prior to the Auction, each Qualified Bidder who
has timely submitted a Qualified Bid must inform the Sellers whether it intends to attend
the Auction; provided that in the event a Qualified Bidder elects not to attend the
Auction, such Qualified Bidder’s Qualified Bid shall nevertheless remain fully
enforceable against such Qualified Bidder until (i) the date of the selection of the
Successful Bidder at the conclusion of the Auction and (ii) if such Qualified Bidder
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(other than the Purchaser) is selected as an Alternate Bidder (as defined below), the
Alternate Bid Expiration Date. By 12:00 p.m. (noon) (ET) at least one (1) Business Day
prior to the Auction, the Sellers will provide copies of the Qualified Bid or combination
of Qualified Bids which the Sellers believe, in their reasonable business judgment, after
consultation with the Creditors’ Committee, the Bondholder Group and the Monitor, is
the highest or otherwise best offer (the “Starting Bid”) to the Purchaser and all other
Qualified Bidders which have informed the Sellers of their intent to participate in the
Auction.
(d)
All Qualified Bidders who have timely submitted Qualified Bids will be
entitled to be present for all Subsequent Bids (as defined below) at the Auction with the
understanding that (i) the true identity of each Qualified Bidder at the Auction (as
described in (f) of the Qualified Bid section above) will be fully disclosed to all other
Qualified Bidders at the Auction, (ii) if such Qualified Bidder is an entity formed for the
purpose of acquiring the Assets (or any portion thereof), the true identity of each of the
Equity Holders of such Qualified Bidder will be fully disclosed to all Qualified Bidders at
the Auction and (iii) all material terms of each Subsequent Bid will be fully disclosed to
all other Qualified Bidders throughout the entire Auction; provided that all Qualified
Bidders wishing to attend the Auction must have at least one individual representative
with authority to bind such Qualified Bidder attend the Auction in person.
(e)
The Sellers, after consultation with their counsel and financial advisors,
the Creditors’ Committee, the Bondholder Group and the Monitor, may employ and
announce at the Auction additional procedural rules that are reasonable under the
circumstances (e.g., the amount of time allotted to make Subsequent Bids) for conducting
the Auction, provided that such rules are (i) not inconsistent with these Bidding
Procedures, the Bankruptcy Code, or any order of the Bankruptcy Court, the Canadian
Court or any other applicable court entered in connection herewith, and (ii) disclosed to
each Qualified Bidder at the Auction.
(f)
Bidding at the Auction will begin with the Starting Bid and continue, in
one or more rounds of bidding, so long as during each round at least one subsequent bid
is submitted by a Qualified Bidder that (i) improves upon such Qualified Bidder’s
immediately prior Qualified Bid (a “Subsequent Bid”) and (ii) the Sellers determine, in
consultation with their advisors, the Creditors’ Committee, the Bondholder Group and the
Monitor that such Subsequent Bid is (A) for the first round, a higher or otherwise better
offer than the Starting Bid, and (B) for subsequent rounds, a higher or otherwise better
offer than the Leading Bid (as defined below). Each incremental bid at the Auction shall
provide net value to the estate of at least U.S. $5,000,000 over the Starting Bid or the
Leading Bid, as the case may be, provided that the Sellers, in consultation with the
Creditors’ Committee, the Bondholder Group and the Monitor, shall retain the right to
modify the increment requirements at the Auction. After the first round of bidding and
between each subsequent round of bidding, the Sellers shall announce the bid or
combination of bids (and the value of such bid(s)) that it believes to be the highest or
otherwise best offer (the “Leading Bid”). A round of bidding will conclude after each
participating Qualified Bidder has had the opportunity to submit a Subsequent Bid with
full knowledge of the Leading Bid. Except as specifically set forth herein, for the
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purpose of evaluating the value of the consideration provided by Subsequent Bids
(including any Subsequent Bid by the Purchaser), the Sellers will, at each round of
bidding, give effect to the Break-Up Fee and Expense Reimbursement that may be
payable to the Purchaser under the Purchase Agreement as well as any additional
liabilities to be assumed by a Qualified Bidder and any additional costs which may be
imposed on the Sellers.
Selection Of Successful Bid
Prior to the conclusion of the Auction, the Sellers, in consultation with their advisors, the
Creditors’ Committee, the Bondholder Group, the Monitor and the Administrators will (a)
review each Qualified Bid and evaluate each Qualified Bid as set forth in the section titled
“Evaluation of Competing Bids” herein, (b) identify the highest or otherwise best offer or offers
for the Assets received at the Auction (one or more such Qualified Bids, collectively the
“Successful Bid” and the Qualified Bidder(s) making such Qualified Bid, collectively, the
“Successful Bidder”) and (c) communicate to the Purchaser and the other Qualified Bidders the
identity of the Successful Bidder, the Alternate Bidder (as defined below), if any, and the details
of the Successful Bid and Alternate Bid (as defined below), if any. The determination of the
Successful Bid and Alternate Bid by the Sellers, after consultation with the Creditors’
Committee, the Bondholder Group the Monitor and the Administrators, at the conclusion of the
Auction, shall be final subject to approval by the Bankruptcy Court and the Canadian Court.
The Sellers will sell the Assets to the Successful Bidder pursuant to the terms of the
Successful Bid (or, under certain circumstances described herein, the Alternate Bidder) upon the
approval of such Successful Bid by the Bankruptcy Court at the Sale Hearing, approval by the
Canadian Court and receipt of any required approvals of any other applicable court(s).
For the avoidance of doubt, the Sellers shall not consider or support any bid (whether or
not such bid is a Qualified Bid) for any of the Assets received after the close of the Auction.
Sale Hearing
The sale hearing to authorize certain of the Sellers to enter into agreements with respect
to the Successful Bid (the “Sale Hearing”) will be held, in respect of those Sellers that are U.S.
Debtors, before the Honorable Judge Kevin Gross (or any substitute therefor) in the United
States Bankruptcy Court for the District of Delaware, located in Wilmington, Delaware, on a
date to be scheduled by the court and currently proposed as June 30, 2011 at 10:00 a.m. (ET),
in respect of those Sellers that are Canadian Debtors, before the Honourable Mr. Justice Geoffrey
B. Morawetz (or any substitute therefor) in the Ontario Superior Court of Justice, in Toronto,
Ontario and in any other applicable court(s) whose approval is required, as soon as practicable
following the date of the Sale Hearing or with respect to the Canadian Court, in a joint hearing
with the Bankruptcy Court at the Sale Hearing. The Sale Hearing and any hearings of any other
applicable court(s) to approve the entering into agreements with respect to the Successful Bid,
may be adjourned or rescheduled by the Sellers without further notice by an announcement of
the adjourned date at the Sale Hearing or, in the case of an adjournment of a relevant hearing of
any other applicable court, at such hearing. If the Sellers receive one or more additional
Qualified Bid(s), then, at the Sale Hearing and at any other hearings of any other applicable
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court(s) to approve the entering into agreements with respect to the Successful Bid, the Sellers
will seek approval of the Successful Bid, and, at the Sellers’ election, the next highest or best
Qualified Bid (the “Alternate Bid” and, such Qualified Bidder, the “Alternate Bidder”, it being
understood that in no event shall the Purchase Agreement be deemed an Alternate Bid or the
Purchaser deemed an Alternate Bidder without its consent, in its sole discretion). The Sellers’
presentation to the Bankruptcy Court, the Canadian Court and any other applicable court(s)
whose approval the Sellers reasonably determine in good faith is legally required or appropriate,
of the Successful Bid, and, if applicable, the Alternate Bid will not constitute the Sellers’
acceptance of either of such bids, which acceptance will only occur upon the latest approval of
such bids to be delivered by the Bankruptcy Court at the Sale Hearing, the Canadian Court and
any other applicable court(s) whose approval the Sellers reasonably determine in good faith is
legally required or appropriate. Following approval of the Sale to the Successful Bidder, if the
Successful Bidder fails to consummate the Sale for any reason, then the Alternate Bid will be
deemed to be the Successful Bid and the Sellers will be authorized, but not directed, to effectuate
a Sale to the Alternate Bidder subject to the terms of the Alternate Bid of such Alternate Bidder
without further order of the Bankruptcy Court, the Canadian Court or any other court. The
Alternate Bid shall remain open until the earlier of (a) July 12, 2011, unless, prior to such date,
the North American Sellers and NNUK have delivered written notice to the Alternate Bidder that
the transaction contemplated by the Successful Bid will not occur and the North American
Sellers intend to consummate the transaction contemplated by the Alternate Bid, in which case
the terms of the Alternate Bid shall be enforceable and shall govern or (b) the consummation of
the Sale to the Successful Bidder (the “Alternate Bid Expiration Date”). All the Qualified Bids
other than the Successful Bid and the Alternate Bid shall be deemed rejected by the Sellers on
and as of the date of approval of the Successful Bid and the Alternate Bid by the Bankruptcy
Court, the Canadian Court and any other applicable court(s) whose approval is required, as
indicated above.
Good Faith Deposits
Other than with respect to the Purchaser, whose Good Faith Deposit shall be treated in
accordance with the terms and conditions of the Purchase Agreement, the Good Faith Deposit of
any Alternate Bidder shall be retained by the Sellers until the Alternate Bid Expiration Date and
returned to the Alternate Bidder within five (5) Business Days thereafter or, if the Alternate Bid
becomes the Successful Bid, shall be applied to the purchase price to be paid by the Alternate
Bidder in accordance with the terms of the Alternate Bid. The Good Faith Deposits of Qualified
Bidders not selected as either the Successful Bidder or Alternate Bidder shall be returned to such
Qualified Bidders within five (5) Business Days of the date of the selection of the Successful
Bidder and the Alternate Bidder. The Good Faith Deposit of the Successful Bidder will be dealt
with in accordance with the terms of the Successful Bid.
Reservation Of Rights
The Sellers, after consultation with their advisors, the Creditors’ Committee, the
Bondholder Group and the Monitor, and their respective advisors, (a) after each round of bidding
at the Auction may determine which Qualified Bid, if any, is the highest or otherwise best offer
and the value thereof, (b) may reject, at any time, any bid (other than the Purchaser’s initial bid)
that is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the
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Bankruptcy Code, the Bidding Procedures, any orders of the Canadian Court or any other orders
applicable to one or more Sellers, or the terms and conditions of the Sale, (iii) contrary to the
best interests of the Sellers, their estates, and stakeholders as determined by the Sellers in
consultation with the Creditors’ Committee, the Bondholder Group and the Monitor or
(iv) contrary to the statutory duties or legal obligations of the Administrators in relation to the
exercise of their duties or functions as administrators of certain EMEA Sellers, and (c) except as
otherwise specifically set forth herein, may modify the Bidding Procedures or impose, at or prior
to the Auction, additional customary terms and conditions on the Sale of the Assets.
Notwithstanding any of the foregoing, or anything else contained herein, the Sellers may
not, without the prior written consent of the Creditors’ Committee, the Bondholder Group, the
Administrators and the Monitor, which consent may not be unreasonably withheld, (i) extend the
Bid Deadline for more than five (5) Business Days beyond June 13, 2011, (ii) adjourn the
Auction for more than three (3) Business Days, or (iii) subject to the availability of the
Bankruptcy Court and the Canadian Court adjourn the Sale Hearing for more than three (3)
Business Days if the Auction has concluded; provided that the Sellers shall give the Purchaser
written notice within one (1) Business Day after any such action (it being understood that such
notice shall include a description of the action taken).
Each of the foregoing actions shall be made by the Sellers in consultation with the
Creditors’ Committee, the Bondholder Group and the Monitor, and their respective advisors. For
the purposes of these Bidding Procedures and all matters relating to them, the Administrators are
acting only as agents for and on behalf of the EMEA Sellers that are controlled by the
Administrators pursuant to the UK Proceedings and without personal liability and the French
Liquidator is acting only as agent for and on behalf of NNSA without personal liability.
Notwithstanding the foregoing, the Sellers may not, without the prior written consent of the
Purchaser, impair or modify the Purchaser’s rights and obligations hereunder or under the
Purchase Agreement, including Purchaser’s rights with respect to the timing of the Auction and
the Sale Hearing, or the Purchaser’s right to credit the Break-Up Fee and Expense
Reimbursement as part of any subsequent bids.

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APPENDIX “B”
[ATTACHED]

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 39 of 323 PageID #: 276
EXECUTION

ASSET SALE AGREEMENT
BY AND AMONG
NORTEL NETWORKS CORPORATION
NORTEL NETWORKS LIMITED
NORTEL NETWORKS INC.
NORTEL NETWORKS UK LIMITED
NORTEL NETWORKS (IRELAND) LIMITED
NORTEL NETWORKS S.A.
AND
THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS
AND
ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND
CHRISTOPHER HILL AS JOINT ADMINISTRATORS
AND
MAÎTRE COSME ROGEAU AS FRENCH LIQUIDATOR
AND
ROCKSTAR BIDCO, LP

DATED AS OF JUNE 30, 2011

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 40 of 323 PageID #: 277

TABLE OF CONTENTS
Page
ARTICLE I INTERPRETATION ...................................................................................................2
SECTION 1.1.

Definitions..............................................................................................2

SECTION 1.2.

Interpretation ........................................................................................23

ARTICLE II PURCHASE AND SALE OF ASSETS ...................................................................24
SECTION 2.1.

Purchase and Sale ................................................................................24

SECTION 2.2.

Purchase Price ......................................................................................30

SECTION 2.3.

Closing .................................................................................................32

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ...............33
SECTION 3.1.

Organization and Corporate Power ......................................................33

SECTION 3.2.

Authorization; Binding Effect; No Breach ..........................................34

SECTION 3.3.

Financing..............................................................................................34

SECTION 3.4.

Adequate Assurance of Future Performance .......................................35

SECTION 3.5.

Purchaser’s Acknowledgments; Exclusivity of Representations
and Warranties .....................................................................................35

SECTION 3.6.

Brokers .................................................................................................36

SECTION 3.7.

Independence .......................................................................................36

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS ......................37
SECTION 4.1.

Organization and Corporate Power ......................................................37

SECTION 4.2.

Authorization; Binding Effect; No Breach ..........................................37

SECTION 4.3.

Brokers .................................................................................................38

SECTION 4.4.

Canadian Tax Matters ..........................................................................39

SECTION 4.5.

Export Controls ....................................................................................39

ARTICLE V COVENANTS AND OTHER AGREEMENTS ......................................................39
SECTION 5.1.

U.S. Bankruptcy Actions .....................................................................39

SECTION 5.2.

Canadian Bankruptcy Actions .............................................................40

SECTION 5.3.

[Reserved] ............................................................................................40

SECTION 5.4.

Consultation; Notification ....................................................................40

SECTION 5.5.

Pre-Closing Cooperation ......................................................................41

SECTION 5.6.

Antitrust and Other Regulatory Approvals ..........................................43
-i-

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TABLE OF CONTENTS
(continued)
Page
SECTION 5.7.

Public Announcements ........................................................................46

SECTION 5.8.

Further Actions ....................................................................................46

SECTION 5.9.

Conduct of Business ............................................................................47

SECTION 5.10.

Transaction Expenses...........................................................................49

SECTION 5.11.

Confidentiality .....................................................................................49

SECTION 5.12.

Certain Payments or Instruments Received from Third Parties...........51

SECTION 5.13.

License to Transferred Patents, Jointly Owned Patents,
Specified UK Patents and Licensed Residual Patents;
Termination of Intercompany Arrangements.......................................51

SECTION 5.14.

Use of Trademarks ...............................................................................53

SECTION 5.15.

Certain Assets ......................................................................................53

SECTION 5.16.

Access to Systems ................................................................................53

SECTION 5.17.

Post-Closing Suits ................................................................................54

SECTION 5.18.

Production of Documents ....................................................................54

SECTION 5.19.

Option to Purchase Undisclosed Patent Interests.................................54

SECTION 5.20.

Certain Obligations ..............................................................................56

SECTION 5.21.

Acknowledgement of Prior Obligations ..............................................56

SECTION 5.22.

Disposition of Jointly Owned Patents ..................................................56

SECTION 5.23.

Purchase of Specified UK Patents .......................................................57

SECTION 5.24.

Maintenance of Books and Records ....................................................57

SECTION 5.25.

License Power of Attorney ..................................................................58

SECTION 5.26.

Exclusivity ...........................................................................................59

SECTION 5.27.

Optioned Licenses ................................................................................59

SECTION 5.28.

Transferring Employees .......................................................................61

ARTICLE VI TAX MATTERS.....................................................................................................63
SECTION 6.1.

Transfer Taxes .....................................................................................63

SECTION 6.2.

Withholding Taxes ...............................................................................64

SECTION 6.3.

Tax Characterization of Payments Under This Agreement .................64

SECTION 6.4.

Apportionment of Taxes ......................................................................65

SECTION 6.5.

Records ................................................................................................65

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TABLE OF CONTENTS
(continued)
Page
SECTION 6.6.

Tax Disclosure .....................................................................................67

SECTION 6.7.

Tax Returns ..........................................................................................67

SECTION 6.8.

Canadian Tax Election .........................................................................69

SECTION 6.9.

VAT .....................................................................................................69

ARTICLE VII CONDITIONS TO THE CLOSING .....................................................................72
SECTION 7.1.

Conditions to Each Party’s Obligation ................................................72

SECTION 7.2.

Conditions to Sellers’ Obligation ........................................................72

SECTION 7.3.

Conditions to Purchaser’s Obligation ..................................................73

ARTICLE VIII TERMINATION ..................................................................................................73
SECTION 8.1.

Termination ..........................................................................................73

SECTION 8.2.

Effects of Termination .........................................................................75

ARTICLE IX SURVIVAL ............................................................................................................76
SECTION 9.1.

Survival ................................................................................................76

ARTICLE X MISCELLANEOUS ................................................................................................76
SECTION 10.1.

Indemnity Relating to Certain License Non-Assignment and
Non-Renewal Protections ....................................................................76

SECTION 10.2.

Remedies ..............................................................................................77

SECTION 10.3.

No Third Party Beneficiaries ...............................................................77

SECTION 10.4.

Consent to Amendments; Waivers.......................................................77

SECTION 10.5.

Successors and Assigns........................................................................77

SECTION 10.6.

Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial ......................................................................................................78

SECTION 10.7.

Notices .................................................................................................80

SECTION 10.8.

Exhibits; Sellers Disclosure Schedule .................................................84

SECTION 10.9.

Counterparts .........................................................................................84

SECTION 10.10. No Presumption ...................................................................................85
SECTION 10.11. Severability ..........................................................................................85
SECTION 10.12. No Set-off, Deduction or Counterclaim ...............................................85
SECTION 10.13. Headings ..............................................................................................85

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TABLE OF CONTENTS
(continued)
Page
SECTION 10.14. Entire Agreement .................................................................................85
SECTION 10.15. Availability of Equitable Relief; Limitations on Damages; Sole
and Exclusive Remedy.........................................................................86
SECTION 10.16. Bulk Sales Laws ...................................................................................87
SECTION 10.17. NA Sellers as Representatives of Other Sellers ...................................87
SECTION 10.18. Obligations of Sellers and EMEA Sellers ............................................87
SECTION 10.19. Exclusion of Liability of Joint Administrators and
Acknowledgement ...............................................................................87
SECTION 10.20. Exclusion of Liability of French Liquidator and
Acknowledgments................................................................................88
SECTION 10.21. Joint Administrators and French Liquidator as agents of EMEA
Sellers ...................................................................................................88
SECTION 10.22. Limitations ...........................................................................................89
SECTION 10.23. Limitations on Post-Closing Obligations .............................................89

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EXHIBITS
Exhibit A – EMEA Sellers
Exhibit B – Other Sellers
Exhibit C – [Intentionally Omitted]
Exhibit D – Knowledge of the Purchaser
Exhibit E – Mandatory Antitrust Approvals — Relevant Antitrust Jurisdictions /
Authorities
Exhibit F – Form of U.S. Sale Order
Exhibit G – Form of Canadian Approval and Vesting Order
Exhibit H – Employee Transfer Side Agreement
Exhibit I – Form of Short-Form Patent Assignment
Exhibit J – Form of Assumption Agreement
Exhibit K – Form of Patent Power Of Attorney
Exhibit L – Form of Closing Date License Agreement
Exhibit M – Disclosed Intercompany Licenses
ANNEX
Annex I – Statements

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ASSET SALE AGREEMENT
This Asset Sale Agreement is dated as of June 30, 2011, among (i) Nortel
Networks Corporation, a corporation organized under the laws of Canada (“NNC”); (ii) Nortel
Networks Limited, a corporation organized under the laws of Canada (“NNL”); (iii) Nortel
Networks Inc., a corporation organized under the laws of Delaware (“NNI,” and, together with
NNC and NNL, the “NA Sellers”); (iv) the entities listed in Exhibit A hereto (the “EMEA
Sellers”), which, in the case of Nortel Networks UK Limited (in administration) (“NNUK”),
Nortel Networks France S.A.S. (in administration) and Nortel GmbH (in administration) are
acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John
Wilkinson Hill of Ernst & Young LLP (the “UK Joint Administrators”) and in the case of
Nortel Networks (Ireland) Limited (in administration) (“NN Ireland”) is acting by David
Hughes of Ernst & Young Chartered Accountants and Alan Robert Bloom (the “Irish Joint
Administrators”) (the UK Joint Administrators and the Irish Joint Administrators being
collectively, the “Joint Administrators”), and in the case of Nortel Networks S.A. (in
administration and liquidation judiciaire) (“NNSA”) is acting by the UK Joint Administrators
and Maître Cosme Rogeau, 26 avenue Hoche, 78000 VERSAILLES appointed as mandataire
liquidateur by the French Court (as defined below) (the “French Liquidator”), the Joint
Administrators act as agents of the EMEA Sellers without any personal liability and the French
Liquidator acts as agent of NNSA without any personal liability; (v) the entities listed in
Exhibit B hereto (the “Other Sellers” and, together with the NA Sellers and the EMEA Sellers,
the “Sellers”); (vi) the French Liquidator; (vii) the Joint Administrators; and (viii) Rockstar
Bidco, LP, a Delaware limited partnership (the “Purchaser”).
W I T N E S S E T H:
WHEREAS, on January 14, 2009 (the “Petition Date”), NNC and NNL
(together, the “Canadian Debtors”) filed with the Canadian Court (as defined below) an
application for protection under the Companies’ Creditors Arrangement Act (as in force on the
Petition Date, the “CCAA”) (the proceedings commenced by such application, the “CCAA
Cases”) and were granted certain initial creditor protection pursuant to an order issued by the
Canadian Court on the same date, which also appointed Ernst & Young Inc. as “Monitor” in
connection with the CCAA Cases and was extended by further order of the Canadian Court on
February 25, 2011;
WHEREAS, NNI and the Other Sellers listed in Exhibit B hereto (the “U.S.
Debtors”) are debtors-in-possession under the U.S. Bankruptcy Code (as defined below) which
commenced cases under Chapter 11 of the U.S. Bankruptcy Code on the Petition Date by filing
voluntary petitions for relief in the U.S. Bankruptcy Court for the District of Delaware (the
“Chapter 11 Cases”);
WHEREAS, the EMEA Sellers on the Petition Date filed applications with the
English Court (as defined below), pursuant to the Insolvency Act of 1986, as amended (the
“Insolvency Act”) and the European Union’s Council Regulation (EC) No 1346/2000 on
Insolvency Proceedings (the “EC Regulation”) (the proceedings commenced by such
applications, the “EMEA Cases”) and the English Court appointed Alan Bloom, Stephen Harris,
Christopher Hill and Alan Hudson of Ernst & Young LLP as joint administrators of the EMEA

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Sellers (other than NN Ireland, for which David Hughes of Ernst & Young Chartered
Accountants and Alan Bloom serve as joint administrators) under the Insolvency Act by means
of the Administration Orders (as defined below);
WHEREAS, on May 28, 2009, secondary proceedings were opened by the French
Court (as defined below) in relation to NNSA pursuant to Article 27 of the EC Regulation (the
“Secondary Proceedings”) pursuant to which the French Court authorized NNSA to continue to
operate the business owned and operated by NNSA and appointed inter alia the French Office
Holders as the administrators and liquidators of NNSA under Articles L.641-1 et seq. of the FCC
(the “French Case”);
WHEREAS, on May 2, 2011, the U.S. Bankruptcy Court entered the U.S.
Bidding Procedures Order and the Canadian Court entered the Canadian Sales Process Order
(each as defined below);
WHEREAS, the Sellers have agreed to transfer to the Purchaser, and the
Purchaser has agreed to purchase and assume, including, to the extent applicable, pursuant to
sections 363 and 365 of the U.S. Bankruptcy Code and pursuant to the Canadian Approval and
Vesting Order, the Assets and the Assumed Liabilities (each as defined below) from the Sellers,
upon the terms and conditions set forth hereinafter;
WHEREAS, in accordance with the U.S. Bidding Procedures Order (as defined
below), Purchaser and Apple Inc. have together delivered to the Sellers a good faith deposit in
the amount of Fifty-Four Million Dollars ($54,000,000) (the “Good Faith Deposit”); and
WHEREAS, the Parties (as defined below) acknowledge and agree that the
purchase by the Purchaser of the Assets (as defined below), and the assumption by the Purchaser
of the Assumed Liabilities (as defined below) are being made at arm’s length and in good faith
and without intent to hinder, delay or defraud creditors of the Sellers and their affiliates.
NOW, THEREFORE, in consideration of the respective covenants,
representations and warranties made herein, and of the mutual benefits to be derived hereby (the
sufficiency of which is acknowledged), the Parties agree as follows:
ARTICLE I
INTERPRETATION
SECTION 1.1.
meanings set forth below:

Definitions. The following capitalized terms shall have the

“Accounting Arbitrator” means the auditing firm of international reputation that
is (i) jointly selected by the Primary Parties, or (ii) in case they cannot agree on any such firm,
such other auditing firm of international reputation (or, if the Primary Parties agree on other
criteria, such Person as satisfies such other criteria) that is selected by the American Arbitration
Association at the request of the first of the Primary Parties to move.

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“Action” means any litigation, action, suit, charge, binding arbitration, or other
legal, administrative or judicial proceeding, including Intellectual Property litigation (including
infringement, indemnification, and declaratory judgment actions).
“Administration Expense” means any liability of an EMEA Seller which ranks
as an administration expense in accordance with paragraph 99 of Schedule B1 to the Insolvency
Act or Rule 2.67 of the Insolvency Rules 1986.
“Administration Orders” means the orders of the English Court on the Petition
Date appointing the Joint Administrators as joint administrators of the EMEA Sellers.
“Affiliate” means, as to any Person, any other Person that directly or indirectly
through one or more intermediaries Controls, or is under common Control with, or is Controlled
by, such Person.
“Agreed Expenses” means those costs, fees and expenses set forth in
Section 1.1(a) of the Sellers Disclosure Schedule.
“Agreement” means this Asset Sale Agreement, the Sellers Disclosure
Schedule and all Exhibits and Schedules attached hereto and thereto and all amendments hereto
and thereto made in accordance with Section 10.4.
“Alternative Transaction” means the sale, transfer or other disposition, directly
or indirectly, of any material portion of the Assets, in a transaction or series of transactions with
one or more Third Parties; provided, however, that an “Alternative Transaction” shall not
include: (i) the mere conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the
U.S. Bankruptcy Code, in and of itself, without any disposition of any material portion of the
Assets other than to the Chapter 7 trustee in such case by operation of Law; (ii) the mere
appointment of a trustee, receiver, receiver and manager or liquidator in respect of any Canadian
Debtor, in and of itself, without any disposition of any material portion of the Assets (other than
to such trustee, receiver, receiver and manager or liquidator by operation of Law) or the mere
dismissal of any CCAA Cases or the mere conversion of any of the CCAA Cases to a bankruptcy
case under the Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws, in and
of themselves; or (iii) the mere appointment (whether in connection with Secondary Proceedings
or otherwise) of a trustee, receiver, receiver and manager or liquidator or any analogous officer
in respect of any EMEA Seller, in and of itself, without any disposition of any material portion
of the Assets (other than to such trustee, receiver, receiver and manager, liquidator or analogous
officer by operation of Law) or the mere termination of the EMEA Cases (or any of them) or
discharge of the Administrators (or any of them), in and of themselves, or the mere conversion of
any of the EMEA Cases to liquidation or any analogous proceeding under the Insolvency Act,
EC Regulation or applicable Law relating to the EMEA Sellers, in and of themselves, in the case
of each of the foregoing clauses (i), (ii) and (iii) that is not funded or sponsored in whole or in
part by one or more Third Parties and does not otherwise involve any other contractual
arrangement with one or more Third Parties having the effect of a disposition of any material
portion of the Assets.

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“Antitrust Laws” means the Competition Act (Canada), as amended, the HSR
Act, the EC Merger Regulation, and any competition, merger control and antitrust Law of the
European Union, any applicable European Union member states and European Free Trade
Association member states, and any other applicable supranational, national, federal, state,
provincial or local Law designed or intended to prohibit, restrict or regulate actions having the
purpose or effect of monopolizing or restraining trade or lessening competition of any other
country or jurisdiction, to the extent applicable to the transactions contemplated by this
Agreement.
“Asset Retention Transaction” means the retention of any material portion of
the Assets by the Sellers, their successor entities emerging from the Bankruptcy Proceedings or
the Affiliates of the foregoing under a standalone plan of reorganization, plan of liquidation or
plan of arrangement; provided, however, that an “Asset Retention Transaction” shall not include:
(i) the mere conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the U.S.
Bankruptcy Code, in and of itself; (ii) the mere appointment of a trustee, receiver, receiver and
manager or liquidator in respect of any Canadian Debtor, in and of itself, or the mere dismissal
of any CCAA Cases or the mere conversion of any of the CCAA Cases to a bankruptcy case
under the Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws, in and of
themselves; or (iii) the mere appointment (whether in connection with Secondary Proceedings or
otherwise) of a trustee, receiver, receiver and manager or liquidator or any analogous officer in
respect of any EMEA Seller, in and of itself, or the mere termination of the EMEA Cases (or any
of them) or discharge of the Administrators (or any of them), in and of themselves, or the mere
conversion of any of the EMEA Cases to liquidation or any analogous proceeding under the
Insolvency Act, EC Regulation or applicable Law relating to the EMEA Sellers, in and of
themselves; provided further, however, that an “Asset Retention Transaction” shall include:
(a) conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the U.S. Bankruptcy
Code that occurs prior to the entry of the U.S. Sale Order and in which the trustee in such
Chapter 7 case has not agreed to be bound by this Agreement; (b) the appointment of a trustee,
receiver, receiver and manager or liquidator in respect of any Canadian Debtor that occurs prior
to the granting of the Canadian Approval and Vesting Order and in which such trustee, receiver,
receiver and manager or liquidator in such bankruptcy case has not agreed to be bound by this
Agreement; and (c) the appointment (whether in connection with Secondary Proceedings or
otherwise) of a trustee, receiver, receiver and manager or liquidator or any analogous officer in
respect of any EMEA Seller that occurs prior to the entry of the U.S. Sale Order and in which
such trustee, receiver, receiver and manager or liquidator or any analogous officer has not agreed
to be bound by this Agreement.
“Assets” has the meaning set forth in Section 2.1.1.
“Assigned Contracts” means (i) the Transferred Licenses and (ii) other Contracts
identified on Section 1.1(b) of the Sellers Disclosure Schedule.
“Assumed Liabilities” has the meaning set forth in Section 2.1.3.
“Assumption Agreement” means a duly executed assumption of intellectual
property license agreement in the form attached as Exhibit J hereto.

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“Auction” has the meaning attributed to such term in the U.S. Bidding Procedures
Order.
“Bankruptcy Consents” has the meaning set forth in Section 4.1(a).
“Bankruptcy Court” means the U.S. Bankruptcy Court, the Canadian Court, the
English Court, the French Court or any other court before which Bankruptcy Proceedings are
held.
“Bankruptcy Laws” means the U.S. Bankruptcy Code, the CCAA, the EC
Regulation, the Insolvency Act, the FCC and the other applicable bankruptcy, insolvency,
administration or similar Laws of any jurisdiction where Bankruptcy Proceedings are held.
“Bankruptcy Proceedings” means the Chapter 11 Cases, the CCAA Cases, the
EMEA Cases, the French Case and, in each case, any proceedings occurring or authorized
thereunder, as well as any other voluntary or involuntary bankruptcy, insolvency, administration
or similar judicial or other proceedings concerning any of the Sellers that are held from time to
time.
“Business Day” means a day on which the banks are opened for business
(Saturdays, Sundays, statutory and civic holidays excluded) in (i) New York, New York, United
States, (ii) Stockholm, Sweden (iii) Toronto, Ontario, Canada, and (iv) London, England, United
Kingdom.
“Canadian Approval and Vesting Order” has the meaning set forth in
Section 5.2(a).
“Canadian Approval and Vesting Order Motion” has the meaning set forth in
Section 5.2(a).
“Canadian Court” means the Ontario Superior Court of Justice (Commercial
List).
“Canadian Debtors” has the meaning set forth in the recitals to this Agreement.
“Canadian Sales Process Order” means the order entered on May 2, 2011
approving the items described in the Canadian Sales Process Order Motion.
“Canadian Sales Process Order Motion” means the motion filed by the
Canadian Debtors on May 2, 2011 with the Canadian Court seeking an order for approval of,
among other things, a process of the sale of the Canadian Debtors rights, title or interest in and to
the “Assets” (as defined therein).
“Canadian Sellers” means, collectively, NNC and NNL.
“CCAA” has the meaning set forth in the recitals to this Agreement.
“CCAA Cases” has the meaning set forth in the recitals to this Agreement.

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“CDMA Vesting Order” means the Approval and Vesting Order of the Ontario
Superior Court of Justice dated July 28, 2009.
“Change of Control” means (A) the direct or indirect acquisition (including by
merger, consolidation or transfer or issuance of equity securities or otherwise) in a transaction or
series of related transactions of 50% or more of the equity or voting interests in a Person
(B) otherwise obtaining the right to elect a majority of the board of directors (or similar
governing body) of such Person or (C) the acquisition of all or substantially all of the assets of
such Person; provided that the actions of the type specified in clauses (i), (ii) and (iii) of the first
proviso in the definition of Asset Retention Transaction (disregarding the references to the
specific Sellers) shall not constitute a Change of Control.
“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.
“Claim in the CCAA Cases” means any right of any Person, including the right
to an equitable remedy, against the Canadian Debtors and the other applicants in the CCAA
Cases, or any of them or their assets, in connection with any indebtedness, liability or obligation
of any kind of the Canadian Debtors and the other applicants in the CCAA Cases, or any of
them, whether liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, unsecured, recourse, non-recourse, present, future, known
or unknown, by guarantee, surety or otherwise and whether or not such right is executory in
nature, including the right or ability of any Person to advance a claim for contribution or
indemnity or otherwise with respect to any matter, action, cause or chose in action, whether
existing at present or commenced in the future, and any indebtedness, liability or obligation of
any kind, including the right to an equitable remedy, arising out of the restructuring, termination,
repudiation or disclaimer of any lease, contract, or other agreement or obligation on or after the
Petition Date.
“Claim in the Chapter 11 Cases” has the meaning ascribed to the term “claim”
in section 101(5) of the U.S. Bankruptcy Code.
“Closing” has the meaning set forth in Section 2.3.1.
“Closing Date” has the meaning set forth in Section 2.3.1.
“Closing Date License Agreement” has the meaning set forth in Section 5.13(a).
“Closing Taxable Year” means the taxable year in which the acquisition of the
Assets is consummated and the Optioned Licenses are granted.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Collective Labor Agreement” means any written agreement that a Seller or any
of its Affiliates has entered into with any union, works council or collective bargaining agent or
that applies with respect to terms and conditions of employment of the Employees of such Seller
or its Affiliates.
“Commitment Letters” has the meaning set forth in Section 3.3(a).

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“Commitments” has the meaning set forth in Section 3.3(a).
“Commercial Licenses” means the Pre-Divestiture Commercial Licenses, the
Post-Divestiture Commercial Licenses and the End-User Licenses.
“Common Interest Agreement” means an agreement, in a form to be mutually
agreed reasonably and in good faith following the date hereof and prior to the Closing Date, by
and among the Parties, to be dated as of the Closing Date, providing for the common interest
privilege to attach, to the maximum extent permitted by applicable Law, to any privileged Patent
Related Documents or other privileged documents to be acquired by the Purchaser pursuant to
this Agreement or any other Transaction Document (it being understood that such Common
Interest Agreement shall not diminish, terminate or otherwise affect any attorney-client privilege,
protection pursuant to the work product doctrine or other privilege or protection of any Party
with respect to any such documents).
“Consent” means any approval, authorization, consent, order, license, permission,
permit, qualification, exemption, revocation or waiver by any Government Entity or other Third
Party, but shall not include any consent that is rendered unnecessary by operation of Bankruptcy
Laws.
“Continuing Unlisted License” means, with respect to any Transferred Patent,
Specified UK Patent or Jointly Owned Patent, any license under such Transferred Patent,
Specified UK Patent or Jointly Owned Patent granted prior to the date hereof which license is not
specifically listed (including by use of defined term) on Schedule 2.1.1(a) of the Sellers
Disclosure Schedule and which license, pursuant to and after giving effect to the License
Rejection Procedures (as defined and set forth in the U.S. Bidding Procedures and Sale Motion)
and the Canadian License Rejection Procedures (as defined in and set forth in the Canadian Sales
Process Order Motion), continues to burden such Transferred Patent, Specified UK Patent or
Jointly Owned Patent following the consummation of the transactions contemplated by this
Agreement.
“Contract” means any written binding contract, agreement, instrument, lease,
ground lease or commitment.
“Control,” including, with its correlative meanings, “Controlled by” and “under
common Control with”, means, in connection with a given Person, the possession, directly or
indirectly, of the power to either (i) elect more than fifty percent (50%) of the directors of such
Person or (ii) direct or cause the direction of the management and policies of such Person,
whether through the ownership of securities, contract or otherwise.
“Cross-Border Protocol” means that certain Cross-Border Insolvency Protocol
approved by the U.S. Bankruptcy Court’s Order Pursuant to 11 U.S.C. § 105(a) Approving
Cross-Border Court-to-Court Protocol, dated January 15, 2009, and the Canadian Court in an
order, dated January 14, 2009, as the same has been and may be further amended from time to
time.
“Cross-License Agreements” has the meaning set forth in Annex I.

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“Cure Cost” means (i) any amounts required by the U.S. Bankruptcy Code,
including section 365(b)(1) thereof, and any applicable order of the U.S. Bankruptcy Court to
cure any defaults by the Sellers or any of their Affiliates under a 365 Contract and to pay any
actual pecuniary losses that have resulted from such defaults under such 365 Contract and
(ii) with respect to any Non-365 Contract (other than Contracts of a Canadian Debtor that are
assignable to the Purchaser without the consent of the counterparty), any amounts necessary to
cure any defaults and to pay any actual pecuniary losses under such Contract in respect of the
period prior to the Petition Date.
“Damages” means all claims, demands, suits, Actions, causes of actions, losses
(including, for the avoidance of doubt, loss of profits, internal costs, loss of revenue and lost
sales), costs, damages, liabilities and out-of-pocket expenses incurred or paid, including
reasonable attorneys’ fees (including such fees which are incurred in connection with a dispute
of the provisions of this Agreement), fines, penalties, costs of investigation or settlement, other
professionals’ and experts’ fees, and court or arbitration costs (but specifically excluding any
special, punitive, exemplary or speculative damages except to the extent such damages
specifically excluded herein are awarded to a Third Party).
“Data Room” means the Merrill electronic data site entitled “Iceberg.”
“Deferred Jurisdiction” has the meaning set forth in Section 5.6(f).
“Designated Courts” has the meaning set forth in Section 10.6(b)(i).
“Disclosed Intercompany Licenses” means those Contracts listed in Exhibit M
hereto.
“Distribution Agent” means the Person that will act as distribution agent for the
Sellers hereunder, the identity of which to be notified in writing by the Primary Seller Parties to
the Purchaser by not later than five (5) Business Days prior to the Closing.
“Divested Business” means the businesses or product lines of the Sellers set forth
on Section 1.1(l) of the Sellers Disclosure Schedule sold after the Petition Date in connection
with the Bankruptcy Proceedings.
“Divestiture Date” means with respect to each of the Divested Business set forth
on Section 1.1(l) of the Sellers Disclosure Schedule, the date that such divestiture is or was
completed.
“EC Merger Regulation” means Council Regulation (EC) No 139/2004 of
January 20, 2004 on the control of concentrations between undertakings, as amended.
“EC Regulation” has the meaning set forth in the recitals to this Agreement.
“EMEA Cases” has the meaning set forth in the recitals to this Agreement.
“EMEA Sellers” has the meaning set forth in the preamble to this Agreement.

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“Employee” means an employee of the Sellers whose employment relates to the
development, maintenance or management of the Assets.
“End-User License” means any Contract entered into by, on behalf of or under
authority of Sellers or their Affiliates prior to the date hereof and, to the extent that would be
permitted after the Closing pursuant to the Closing Date License Agreement, after the date
hereof, including any click-through or shrink wrap license, that (i) accompanies the sale,
servicing (including support, maintenance and installation) or licensing of any Nortel Product to
an end user or customer in the ordinary course of business, and (ii) includes a non-exclusive
grant of a license to the customer or end user under any of the Transferred Patents, the Jointly
Owned Patents, or the Specified UK patents, where such license is limited to the right to use
such Nortel Product.
“English Court” means the High Court of Justice of England and Wales.
“Ericsson” means Ericsson AB or any of its Affiliates.
“Ericsson Licenses” means (i) that certain Intellectual Property License
Agreement by and between NNL, NNI, the EMEA Sellers, the Joint Administrators and Ericsson
AB, classified as document number 2.5.3.175.4 in the Data Room and (ii) that certain Transition
Services Agreement between NNL, NNI, NNUK, NN Ireland, the Joint Administrators and
certain other Affiliates of the Sellers and Telefonaktiebolaget L M Ericsson (publ).
“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.
“ERISA Affiliate Liability” means any obligation, liability, or expense of any
Seller which arises under or relates to any employee benefit plan or arrangement of Seller or its
affiliates that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code,
COBRA or any other statute or regulation that imposes liability on a so-called “controlled group”
basis with or without reference to any provision of Section 414 of the Code or Section 4001 of
ERISA, including by reason of any Seller’s affiliation with any of any trade or business, whether
or not incorporated, that together with the Seller would be deemed a “single employer” within
the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”)or the Purchaser or any of its
limited partners being deemed a successor to any ERISA Affiliate of any Seller.
“Excess VAT” has the meaning set forth in Section 6.9(e)(ii).
“Excluded Assets” has the meaning set forth in Section 2.1.2.
“Excluded Liabilities” has the meaning set forth in Section 2.1.4.
“Excluded Licenses” has the meaning set forth in Section 2.1.2(i).
“Excluded Patents” means only the specifically identified patents, patent
applications and provisional patent applications listed in Section 1.1(c) of the Sellers Disclosure
Schedule.

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“Executory Contract” means an “executory contract” for the purposes of the
U.S. Bankruptcy Code.
“Exercise Price” has the meaning set forth in Section 5.19(b).
“FCC” means the French Commercial Code.
“Final Order” means an order of any Bankruptcy Court or other court of
competent jurisdiction (a) as to which no appeal, notice of appeal, motion for leave to appeal,
motion to amend, vacate or make additional findings of fact, motion to alter or amend judgment,
motion for rehearing, amendment, vacatur, additional findings or alteration or amendment of
judgment or motion for new trial has been timely filed or, if any of the foregoing has been timely
filed, it has been disposed of in a manner that upholds and affirms the subject order, with respect
to the U.S. Sale Order and Canadian Approval and Vesting Order in a manner consistent with the
provisions of Sections 5.1(b) and 5.2(a), and, with respect to any other orders, in all material
respects, without the possibility for further appeal or rehearing thereon; (b) as to which the time
for instituting or filing an appeal, motion for rehearing or motion for new trial shall have expired;
and (c) as to which no stay is in effect; provided, however, that, with respect to an order issued
by the U.S. Bankruptcy Court, the filing or pendency of a motion under Federal Rule of
Bankruptcy Procedure 9024 (“Rule 9024”) or Federal Rule of Civil Procedure 60 (“Rule 60”)
shall not cause an order not to be deemed a “Final Order” unless, in the case of a Rule 9024
motion, such motion shall be filed within fourteen (14) days of the entry of the order at issue or,
in the case of a Rule 60 motion, such motion shall be filed within thirty (30) days of the entering
of the order at issue.
“French Case” has the meaning set forth in the recitals to this Agreement.
“French Court” means the Commercial Court of Versailles or a member of the
Commercial Court of Versailles, and in particular the “juge commissaire” appointed by such
Court in a supervisory capacity in the context of the Secondary Proceedings, or of any superior
French Court.
“French Court Order” means that certain order of the French Court dated April
28, 2011, entered in accordance with the FCC in connection with the transactions contemplated
hereby and in the other Transaction Documents and authorizing the French Liquidator to execute
this Agreement and any and all other Transaction Documents in furtherance hereof.
“French Liquidator” has the meaning set forth in the preamble to this
Agreement.
“French Office Holders” means the mandataire liquidateur and the
administrateur judiciaire appointed by the French Court on the opening of the Secondary
Proceedings.
“Good Faith Deposit” has the meaning set forth in the preamble to this
Agreement.

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“Government Entity” means any U.S., Canadian, UK, supranational, foreign,
domestic, federal, territorial, provincial, state, municipal or local governmental authority, quasigovernmental authority, instrumentality, court, government or self-regulatory organization,
commission, tribunal or organization or any regulatory, administrative or other agency, or any
political or other subdivision, department or branch of any of the foregoing, including the
European Commission.
“GST/HST” means goods and services tax or harmonized sales tax payable under
Part IX of the Excise Tax Act (Canada).
“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
“ICA Approval” means: (a) if the transactions contemplated by this Agreement
are subject to review under Part IV of the Investment Canada Act, the Purchaser shall have
received notification from the responsible Minister under the Investment Canada Act that he is
satisfied or is deemed to be satisfied that the transactions contemplated in this Agreement are
likely to be of net benefit to Canada, on terms and conditions satisfactory to the Purchaser, in its
reasonable discretion, and (b) the Purchaser shall not have received notice from the responsible
Minister under either subsection 25.2(1) of the Investment Canada Act or subsection 25.3(2) of
the Investment Canada Act within the period prescribed by the Investment Canada Act or, if the
Purchaser has received such a notice, the Purchaser shall have subsequently received one of the
following notices, as applicable: (i) under paragraph 25.2(4)(a) of the Investment Canada Act
indicating that no order for the review of the transactions contemplated by this Agreement will
be made under subsection 25.3(1) of the Investment Canada Act, (ii) under paragraph 25.3(6)(b)
of the Investment Canada Act indicating that no further action will be taken in respect of the
transactions contemplated by this Agreement, or (iii) under subsection 25.4(1) of the Investment
Canada Act that the Governor in Council authorizes the completion of the transactions
contemplated by this Agreement, on terms and conditions satisfactory to the Purchaser, in its
reasonable discretion.
“Incremental Taxes” means the excess of (i) the cash Taxes actually paid or
payable by a Canadian Seller, a U.S. Seller or an EMEA Seller, as the case may be, for the
Closing Taxable Year and subsequent taxable years as a result of the receipt of the Optioned
Licenses Fees, over (ii) the cash Taxes that would have been payable by a Canadian Seller, a
U.S. Seller, or an EMEA Seller, as the case may be, for the Closing Taxable Year and
subsequent taxable years if the Optioned Licenses had not been granted and the amount of the
Optioned License Fees had instead been paid as additional Purchase Price for the Assets, in each
case taking into account the character of the income recognized by the Canadian Sellers, the U.S.
Sellers or the EMEA Sellers, as the case may be, in the Closing Taxable Year and subsequent
taxable years, the Tax rates actually applicable to the Canadian Sellers. the U.S. Sellers or the
EMEA Sellers, as the case may be, in the Closing Taxable Year or such subsequent taxable
years, the deductibility or creditability in one jurisdiction of Taxes imposed by another
jurisdiction and any limitations thereon, and determined in each case as if all losses, undeducted
expenses, tax credits or any other tax attributes that are available under Applicable Law as
determined by the Canadian Sellers, the U.S. Sellers or the EMEA Sellers, as the case may be, in
their reasonable discretion, could have been used to reduce the amount of cash Taxes payable by

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the Canadian Sellers, the U.S. Sellers or the EMEA Sellers, as the case may be, for the Closing
Taxable Year or a subsequent taxable year had been so used.
“Insolvency Act” has the meaning set forth in the recitals to this Agreement.
“Intellectual Property” means all intellectual property rights as recognized under
the Laws of the United States of America, Canada and/or other countries or jurisdictions,
including rights in and to: (a) Trademarks; (b) Patents, invention disclosures and inventions;
(c) copyrights and works of authorship; (d) Trade Secrets; and (e) Software; in each case,
including any registrations or applications therefor.
“Intercompany Contract” means any Contract among any Seller or Affiliate of a
Seller on the one hand, and any other Seller(s) or Affiliate(s) of any Seller on the other hand, and
to which no Third Party is a party.
“Inventory” means Nortel Products (i) owned by Sellers or their Affiliates that
are part of the inventory of products of the Sellers or their Affiliates existing as of the date
hereof, or (ii) that Sellers or their Affiliates have ordered or committed to buy pursuant to
Contracts in existence as of the date hereof and that are actually delivered to and received by the
Sellers or their Affiliates into inventory by one year from the Closing Date.
“Investment Canada Act” means the Investment Canada Act, as amended.
“Irish Joint Administrators” has the meaning set forth in the preamble to this
Agreement.
“Joint Administrators” has the meaning set forth in the preamble to this
Agreement.
“Jointly Owned Patents” means (a) those patents, provisional patent applications
and patent applications specifically identified as such in Section 1.1(d) of the Sellers Disclosure
Schedule (the “Listed Jointly Owned Patents”); (b) national (of any country of origin) and
multinational patents or patent applications (i) to which any of the Listed Jointly Owned Patents
claims priority (directly or indirectly), (ii) for which any of the Listed Jointly Owned Patents
forms a basis for priority (directly or indirectly), and/or (iii) which are subject to a terminal
disclaimer with any of the Listed Jointly Owned Patents; (c) reissues, reexaminations,
continuations, continuations-in-part, continuing prosecution applications, requests for continuing
examinations, divisions, registrations or other extensions of any item in any of the foregoing
categories (a) and (b); (d) national (of any country of origin) and multinational counterparts of
any item in any of the foregoing categories (a) through (c), including certificates of invention,
design registrations and utility models; (e) all rights provided by multinational treaties or
conventions for any item in any of the foregoing categories (a) through (d); and (f) the inventions
disclosed in the invention disclosures set forth in Section 1.1(d) of the Sellers Disclosure
Schedule; but in the case of each of clauses (b) through (d), (1) solely to the extent owned, at
least in part, by the Sellers, and (2) excluding the Excluded Patents and the Transferred Patents.
“Joint Ownership Agreement” has the meaning set forth in Annex I(m).

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“Knowledge” or “aware of” or “notice of” or a similar phrase shall mean, with
reference to the Sellers, the actual knowledge of those Persons listed on Section 1.1(e)(i) of the
Sellers Disclosure Schedule, after having made reasonable inquiry of those Persons listed on
Section 1.1(e)(ii) of the Sellers Disclosure Schedule and, with reference to the Purchaser, the
actual knowledge of those Persons listed on Exhibit D hereto.
“Law” means any U.S., Canadian, U.K., supranational, foreign, domestic, federal,
territorial, state, provincial, local or municipal statute, law, common law, ordinance, rule,
regulation, order, writ, injunction, directive, judgment, decree or policy or guideline having the
force of law.
“Liabilities” means debts, liabilities, commitments and obligations, whether
accrued or fixed, absolute or contingent, matured or unmatured or determined or undeterminable,
including those arising under any Law or Action and those arising under any contract,
agreement, arrangement, commitment or undertaking or otherwise, including any Tax liability or
tort liability.
“License Power of Attorney” shall have the meaning set forth in Section 10.1.
“Licensed Residual Patents” means (i) all Patents (other than Transferred
Patents, Jointly Owned Patents, Specified UK Patents and Excluded Patents) owned in whole or
in part by any of the Sellers or any of their Affiliates, (ii) all inventions, other than the Listed
Inventions, disclosed in the invention disclosures owned by any of the Sellers or any of their
Affiliates, if any such Patents or inventions exist and (iii) all Patents, other than Transferred
Patents, Jointly Owned Patents, Specified UK Patents and Excluded Patents, in respect of which
any Seller or any Affiliate of any Seller holds an exclusive license to all or substantially all of the
rights thereunder.
“Lien” means any lien (statutory or otherwise), mortgage, pledge, security
interest, charge, hypothecation, encumbrance, easement, encroachment, right-of-way, right of
first offer, right of first refusal, restrictive covenant on real property, real property license, lease,
lien or similar charge of any kind (including any conditional sale arrangement or other title
retention agreement). For the avoidance of doubt, “Lien” does not include any Intellectual
Property license.
“Listed Inventions” has the meaning set forth in the definition of Transferred
Patents.
“Listed Patents” has the meaning set forth in the definition of Sellers’ Patents.
“Mandatory Regulatory Approvals” means (i) a decision, in whatever form
(including a declaration of lack of jurisdiction or a mere filing or notification, if the Closing can
take place, pursuant to the applicable Antitrust Law, without a decision or the expiry of any
waiting period) by any Government Entity under the Antitrust Laws of any of the jurisdictions
listed in Exhibit E or the expiry of the applicable waiting period, as applicable, under the
Antitrust Laws of any of such jurisdictions, in each case authorizing or not objecting to the
transactions contemplated by this Agreement; and (ii) the ICA Approval, which includes, in each
case, as applicable, any decision or consent by any such Government Entity setting forth
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conditions or obligations on the Purchaser or any of its Affiliates if such conditions or
obligations have been or, pursuant to Section 5.6(e), are required to be, accepted by the
Purchaser.
“Master R&D Agreement” shall mean that certain intercompany license
agreement by and among certain Sellers and Affiliates of Sellers effective as of January 1, 2001,
and as thereafter amended, all as designated in the Data Room as the “MRDA as filed” at
document index 2.4.5.1.
“Material Adverse Effect” means any circumstance, state of fact, event, change
or effect (each an “Effect”) that, individually or in the aggregate with all other Effects, (a) has, or
would reasonably be expected to have, a material adverse effect on the Assets, taken as a whole,
or (b) prevents or materially impedes or delays or would reasonably be expected to prevent or
materially impede or delay the ability of the Sellers to perform their obligations under this
Agreement or the timely consummation of the transactions contemplated by this Agreement,
provided, however, that the following Effects, either alone or in combination, shall not be
considered in determining whether there has been a “Material Adverse Effect”: (i) changes in
general economic conditions in relevant markets; (ii) the execution or delivery of this Agreement
or the public announcement thereof; (iii) any action required to be taken pursuant to this
Agreement or any action taken pursuant to the written request or with the prior written consent of
the Purchaser; (iv) changes to the industries and markets to which the Transferred Patents relate;
(v) changes in Law, generally accepted accounting principles or official interpretations of the
foregoing; and (vi) the pendency of the Bankruptcy Proceedings.
“Monitor” means Ernst & Young Inc., in its capacity as the Canadian Courtappointed Monitor in connection with the CCAA Cases.
“NA Sellers” has the meaning set forth in the preamble to this Agreement.
“New York Courts” has the meaning set forth in Section 10.6(b)(i).
“NNC” has the meaning set forth in the preamble to this Agreement.
“NNI” has the meaning set forth in the preamble to this Agreement.
“NN Ireland” has the meaning set forth in the preamble to this Agreement.
“NNL” has the meaning set forth in the preamble to this Agreement.
“NNSA” has the meaning set forth in the preamble to this Agreement.
“NNTC” has the meaning set forth in Section 6.5(b).
“NNUK” has the meaning set forth in the preamble to this Agreement.
“Non-Disclosure Agreement” means the non-disclosure agreement by and
among the Purchaser, NNL, NNI and other parties thereto, dated June 9, 2011, as well as any
exhibits and amendments thereto and restatements thereof.

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“Non-365 Contracts” means Assigned Contracts other than 365 Contracts.
“Nortel Parties” means the Sellers, any of the bankruptcy estates, the Joint
Administrators, the French Liquidator and any Person (i) in which, as of or subsequent to the
date hereof, any Seller holds more than fifty percent (50%) of the capital stock or other equity
interests or (ii) that is or was a Seller, and their respective Affiliates, and any former, current or
future general or limited partners, directors, officers, employees, agents, managers, members,
stockholders, assignees and representatives of any of the foregoing in their capacity as such.
“Nortel Products” means product models, including software (and components
thereof, including software, but in each case solely for use in such product models)
manufactured, developed, sold, offered for sale or otherwise distributed by, on behalf of, or
within the scope of, (i) the businesses of the Sellers and their Affiliates prior to the Petition Date
and (ii) each Divested Business after the Petition Date but prior to its Divestiture Date; provided,
that any such product models manufactured, developed, sold, offered for sale or otherwise
distributed by or on behalf of the Sellers after March 11, 2011 (the “Reference Divestiture
Date”) shall not be “Nortel Products” with respect to Contracts entered into after the Reference
Divestiture Date, unless such product models would be permitted to be manufactured, developed,
sold, offered for sale or otherwise distributed after the Closing Date pursuant to the Closing Date
License Agreement.
“Nortel Services” means services of the type provided within the scope of (i) the
businesses of the Sellers and their Affiliates prior to the Petition Date and (ii) the businesses of
each Divested Business after the Petition Date but prior to its Divestiture Date; provided, that
any such services provided after the Reference Divestiture Date shall not be “Nortel Services”
unless such services would be permitted to be provided after the Closing Date pursuant to the
Closing Date License Agreement.
“Option Trigger Notice” has the meaning set forth in Section 5.19(b).
“Optioned Licenses” has the meaning set forth in Section 5.27.
“Optioned Licenses Fees” has the meaning set forth in Section 5.27.
“Other Sellers” has the meaning set forth in the preamble to this Agreement.
“Outbound License Agreements” has the meaning set forth in Annex I.
“Outside Date” has the meaning set forth in Section 8.1(b).
“Partial Allocation” has the meaning set forth in Section 2.2.3(b).
“Party” or “Parties” means individually or collectively, as the case may be, the
Sellers and the Purchaser.
“Patent Databases” has the meaning set forth in Section 2.1.1(e).

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“Patent Power of Attorney” means documents appointing attorneys for the
Purchaser and/or the Purchaser’s designees with full power to execute documents and take all
other steps solely in connection with (a) effectuating and implementing the assignment of the
Transferred Patents and Purchased Specified UK Patents to the Purchaser pursuant to this
Agreement, (b) perfecting the Purchaser’s title in, to and under the Transferred Patents and
Purchased Specified UK Patents pursuant to such assignment and (c) as otherwise necessary for
related bona fide purposes on a limited, case-by-case basis with the consent of the Primary Seller
Parties (not to be unreasonably withheld or delayed), in each of cases (a) through (c) in the patent
offices of various countries around the world, at or after Closing, including, with respect to
United States Patents, the power of attorney substantially as set forth in the form at Exhibit K,
and similar forms as required for each of the various countries.
“Patent Related Documentation” means each of the following in paper, digital
or other form, to the extent existing as of the date hereof or the Closing Date:
(i)

the physical and electronic patent prosecution files and dockets relating to
any of the Transferred Patents or Purchased Specified UK Patents
(including all original granted patents and patent prosecution files held by
prosecuting attorneys);

(ii)

the Listed Inventions;

(iii)

RAND / FRAND and other statements, assurances, declarations,
agreements, or undertakings made to standards-setting organizations with
respect to the Transferred Patents and Purchased Specified UK Patents;

(iv)

litigation files to the extent relating to Actions brought for infringement of
the Transferred Patents or Purchased Specified UK Patents;

(v)

copies of Outbound License Agreements and Cross-License Agreements;

(vi)

ribbon copies of all of the Transferred Patents and Purchased Specified
UK Patents;

(vii)

infringement claim charts for the Transferred Patents and Purchased
Specified UK Patents prepared by or for the Sellers;

(viii) all books, records, files, ledgers or similar documents stored in the Sellers’
document management systems used to track, organize or maintain Patents,
to the extent related to the Transferred Patents or Purchased Specified UK
Patents;
(ix)

all documents at any time contained in the Data Room and available to the
Purchaser, other than documents that have been updated or superseded by
subsequent drafts of such documents the latest drafts of which are
available in the Data Room as of the date hereof;

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(x)

copies of acquisition agreements relating to stand-alone acquisitions of
patents by the Sellers to the extent relating to the Transferred Patents or
Purchased Specified UK Patents; and

(xi)

assignment agreements to the extent relating to the Transferred Patents or
Purchased Specified UK Patents;

provided, that “Patent Related Documentation” shall not include (i) the
competitively sensitive portions of the foregoing that relate exclusively to Excluded Assets,
Excluded Liabilities or any current or past product lines of the Sellers and (ii) any of the
foregoing relating to any Specified UK Patent to the extent that (and for so long as) its disclosure
to Purchaser is restricted under applicable Law.
“Patents” means all national (of any country of origin) and multinational patents,
patent applications and provisional patent applications, and reissues, divisions, continuations,
continuations-in-part, continuing patent applications, extensions and reexaminations thereof, and
all rights therein provided by multinational treaties or conventions.
“Permitted Encumbrances” means (i) any Lien arising by operation of Law in
respect of a liability of the EMEA Sellers where such liability does not rank as an Administration
Expense; (ii) Liens arising hereunder or under any Assigned Contracts (after giving effect to the
assignment hereunder) if such Liens exclusively secure Assumed Liabilities; (iii) Liens imposed
by any Bankruptcy Court in connection with the Bankruptcy Proceedings that are discharged at
Closing pursuant to the terms of the Canadian Approval and Vesting Order or the U.S. Sale
Order (or, in the case of Undisclosed Patent Interests, upon transfer pursuant to Section 5.19);
(iv) Liens set forth in Section 1.1(g) of the Sellers Disclosure Schedule; (v) entitlements,
customary covenants, restrictions and other similar charges or encumbrances securing a liability
of the EMEA Sellers only that do not, individually or in the aggregate, impair in any material
respect the use or value of the Assets subject thereto and that exclusively secure Assumed
Liabilities and (vi) (x) the promises, declarations and commitments granted, made or committed
in writing by the Sellers to standard-setting bodies or industry groups concerning the Transferred
Patents, Purchased Specified UK Patents or Undisclosed Patent Interests, and (y) the
commitments concerning the Transferred Patents, Purchased Specified UK Patents or
Undisclosed Patent Interests granted in writing by the Sellers pursuant to the membership
agreements, by-laws or policies of standard-setting bodies or industry groups in which Sellers
were participants, solely to the extent the Sellers are bound by such standard-setting bodies’ or
industry groups’ membership agreements, by-laws or policies to bind the Purchaser to such
commitments.
“Person” means an individual, a partnership, a corporation, an association, a
limited or unlimited liability company, a joint stock company, a trust, a joint venture, an
unincorporated organization or other legal entity or Government Entity.
“Petition Date” has the meaning set forth in the recitals to this Agreement.
“Post-Closing Taxable Period” means any taxable period or portion thereof
beginning after the Closing Date.

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“Post-Divestiture Commercial License” means with respect to each Divested
Business, any Contract entered into with Sellers or Affiliates of the Sellers, on or after the
Divestiture Date for such Divested Business, in connection with (i) performance required by
Retained Contracts (including, for the avoidance of doubt, the Retained Contracts themselves) or
(ii) sale, offer for sale, importation, distribution and/or lease of Inventory; in each case, where
such Contract includes a non-exclusive grant of rights under any of the Transferred Patents, the
Jointly Owned Patents, or the Specified UK Patents limited in time and scope to activities that
would be permitted after the Closing Date pursuant to the terms of the Closing Date License
Agreement.
“Pre-Closing Taxable Period” means any taxable period or portion thereof
ending on or prior to the Closing Date.
“Pre-Divestiture Commercial License” means any Contract entered into prior to
the Petition Date in the ordinary course of business and, with respect to each Divested Business,
any Contract entered into after the Petition Date but prior to the Divestiture Date in the ordinary
course of business of such Divested Business, that: (1) provides for: (i) the manufacture of any
Nortel Product by, for or on behalf of, or under authority of, any Seller or any Affiliate of any
Seller, (ii) the sale, offer for sale, importation, distribution and/or lease (or in the case of
software, licensing) of any Nortel Product by, for or on behalf of, or under authority of, any
Seller or any Affiliate of any Seller, (iii) the servicing, including support, maintenance and
installation, of any Nortel Product by, for or on behalf of, or under authority of, any Seller or any
Affiliate of any Seller and use of Nortel Products in connection therewith, (iv) the provision by,
for or on behalf of, or under authority of any Seller or any Affiliate of any Seller of Nortel
Services and use of Nortel Products in connection therewith, (v) the right to interoperate or
interface (excluding air interfaces) with any Nortel Product and to use, make, sell, offer for sale,
import, distribute and/or lease (or in the case of software, license), and support and maintain, the
interface or the interoperability information (or software that provides the interface or
interoperability), including as part of a Third Party product (but solely to the extent of the
interface or the interoperability information); or (vi) research and/or development, and the right
to make, use, sell, offer for sale, import, lease and support products, inventions or technologies
resulting from such research and/or development, provided that (A) such Contract is with at least
one of the Sellers or one of their Affiliates, (B) there is no ongoing performance of research
and/or development by Sellers or their Affiliates under such Contract as of the date hereof,
(C) such contract includes a defined scope for the research and development, (D) the scope of
any Patent license granted under such Contract is limited to the products, inventions or
technologies developed as a result of the research and development within the defined scope for
such Contract, and (E) such Contract (w) is with a university or research institution, (x) is a joint
research and/or development agreement, (y) provided for research and/or development by at least
one of the Sellers or one of their Affiliates or (z) provided for research and/or development that
was directed at Nortel Products or was otherwise for or on behalf of Sellers or their Affiliates;
and (2) included a non-exclusive grant of rights under any of the Transferred Patents, the Jointly
Owned Patents or the Specified UK Patents limited to any of the activities referred to in clauses
(i) - (vi) above.
“Primary Party” means (i) the NA Sellers and NNUK, on the one hand, and
(ii) the Purchaser, on the other hand.

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“Primary Seller Parties” means the NA Sellers and NNUK.
“Purchase Price” has the meaning set forth in Section 2.2.1.
“Purchased Specified UK Patents” means those Specified UK Patents assigned
to the Purchaser pursuant to the terms of this Agreement.
“Purchaser” has the meaning set forth in the preamble to this Agreement.
“Purchaser Authorized Agents” has the meaning set forth in Section 10.6(c).
“Purchaser Authorized Canadian Agent” has the meaning set forth in
Section 10.6(c).
“Purchaser Authorized EMEA Agent” has the meaning set forth in
Section 10.6(c).
“Purchaser Confidential Information” means (i) from and after the Closing,
competitively sensitive, proprietary or confidential information that pertains to the Assets, to the
Specified UK Patents, or to any identified Undisclosed Patent Interests that the Purchaser has
elected or is considering whether to elect to acquire pursuant to Section 5.19 (it being understood
that in the event any such information pertains to such assets but not exclusively to such assets,
Purchaser Confidential Information shall include only such portion of such information that
pertains to such assets and all such information shall be redacted to the maximum extent possible
before any such information is provided to any Person), including any information made
available to the Purchaser, any Sellers or their respective Affiliates following the Closing, and
(ii) any information that the Purchaser or its representatives furnish or otherwise make available
to the Sellers or their representatives that relates to the Assets, to the Specified UK Patents, or to
any identified Undisclosed Patent Interests or is otherwise furnished or made available by the
Purchaser or its representatives to the Sellers or their representatives in connection with the
evaluation of the transactions contemplated by this Agreement regardless of the form in which
such information is communicated or maintained, and such portion of any notes, dockets,
reports, analyses, compilations, studies, files, claim charts, or other documents or material,
whether prepared by the Sellers or others, which contain or otherwise reflect such information.
“Qualified Expenditures” has the meaning set forth in Section 6.5(b).
“Records Custodian” means a Person of international reputation that is
reasonably acceptable to the Purchaser and the NA Sellers.
“Restricted Technical Records” means the Livelink database or any other
similar database containing necessary documents with respect to the technical aspects of the
Qualified Expenditures of NNTC or NNL in their 2002 and subsequent taxation years.
“Retained Contracts” has the meaning set forth in Section 5.13(a).
“Secondary Proceedings” has the meaning set forth in the recitals to the
Agreement.

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“Section 10.1 Indemnification Claim” has the meaning set forth in
Section 10.1(b).
“Section 10.1 Notice of Claim” has the meaning set forth in Section 10.1(b).
“Section 10.1 Third Party Claim” has the meaning set forth in Section 10.1(a).
“Seller Authorized Agents” has the meaning set forth in Section 10.6(d).
“Seller Authorized Canadian Agent” has the meaning set forth in
Section 10.6(d).
“Seller Authorized EMEA Agent” has the meaning set forth in Section 10.6(d).
“Seller Authorized U.S. Agent” has the meaning set forth in Section 10.6(d).
“Seller Indemnitee” means the Sellers and their Affiliates, successors and
assigns, and each of the respective current and former members, officers, directors, employees,
agents, partners, and Affiliates and representatives of any such Person.
“Seller License Indemnitees” means each of the Sellers party to the Optioned
Licenses and such Sellers’ respective current and former members, officers, directors, agents,
employees, partners, and representatives of any such Person and, in respect of the EMEA Sellers,
the Joint Administrators and French Liquidator.
“Sellers” has the meaning set forth in the preamble to this Agreement.
“Sellers Disclosure Schedule” means the disclosure schedule delivered by the
Sellers to the Purchaser on the date hereof.
“Sellers’ Patents” means all (a) provisional patent applications, patent
applications, and patents set forth in Section 1.1(h) of the Sellers Disclosure Schedule (all such
provisional patent applications, patent applications, and patents, collectively the “Listed
Patents”); (b) national (of any country of origin) and multinational patents or patent applications
(i) to which any of the Listed Patents claims priority (directly or indirectly), (ii) for which any of
the Listed Patents forms a basis for priority (directly or indirectly), and/or (iii) which are subject
to a terminal disclaimer with any of the Listed Patents; (c) reissues, reexaminations,
continuations, continuations in part, continuing prosecution applications, requests for continuing
examinations, divisions, registrations or other extensions of any item in any of the foregoing
categories (a) and (b); (d) national (of any country of origin) and multinational counterparts of
any item in any of the foregoing categories (a) through (c), including certificates of invention,
design registrations and utility models; and (e) all rights provided by multinational treaties or
conventions for any item in any of the foregoing categories (a) through (d); but in the case of
each of clauses (b) through (d), (i) solely to the extent owned by the Sellers, and (ii) excluding
the Excluded Patents.
“Short-Form Assignment” means short-form Patent assignments to be executed
by the Sellers and the Purchaser at or after the Closing, providing for the assignment of the

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Patents included in the Transferred Patents and Purchased Specified UK Patents from the Sellers
to the Purchaser, in substantially the form of the assignments set forth as Exhibit I.
“Software” means any computer programs, applications and interfaces, whether
in source code or object code, and all related documentation, user and operational guides and/or
manuals.
“Specified UK Patents” means (a) those patents, provisional patent applications
and patent applications specifically identified as such in Section 1.1(i) of the Sellers Disclosure
Schedule (“Specified Listed UK Patents”); (b) national (of any country of origin) and
multinational patents or patent applications (i) to which any of the Specified Listed UK Patents
claims priority (directly or indirectly), (ii) for which any of the Specified Listed UK Patents
forms a basis for priority (directly or indirectly), and/or (iii) which are subject to a terminal
disclaimer with any of the Specified Listed UK Patents; (c) reissues, reexaminations,
continuations, continuations in part, continuing prosecution applications, requests for continuing
examinations, divisions, registrations or other extensions of any item in any of the foregoing
categories (a) and (b); and (d) national (of any country of origin) and multinational counterparts
of any item in any of the foregoing categories (a) through (c), including certificates of invention,
design registrations and utility models; and (e) all rights provided by multinational treaties or
conventions for any item in any of the foregoing categories (a) through (d); but in the case of
each of clauses (b) through (d), (i) solely to the extent owned by the Sellers, and (ii) excluding
the Excluded Patents, it being understood that some of the items in categories (a)-(e) are subject
to restrictions imposed under applicable Law.
“Straddle Period” has the meaning set forth in Section 6.4(b).
“Subsidiary” of any Person means any Person Controlled by such first Person.
“Supplementary Non-Disclosure Agreement” means the supplementary nondisclosure agreement by and among NNL, NNI and the Purchaser, dated as of June 9, 2010,
including any amendments thereto or restatements thereof.
“Tax” means (a) any domestic or foreign federal, state, local, provincial,
territorial or municipal taxes or other impositions by or on behalf of a Tax Authority or
Government Entity, including the following taxes and impositions: net income, gross income,
individual income, capital, value added, goods and services, harmonized sales, gross receipts,
sales, use, ad valorem, business rates, transfer, franchise, profits, business, environmental, real
property, personal property, service, service use, withholding, payroll, employment,
unemployment, severance, occupation, social security, excise, stamp, stamp duty reserve,
customs, and all other taxes, fees, duties, assessments, deductions, withholdings or charges of the
same or of a similar nature, however denominated, together with any interest, fines and penalties,
additions to tax or additional amounts imposed or assessed with respect thereto whether or not
disputed, and (b) any obligation to pay any amounts set forth in clause (a) with respect to another
Person, whether by contract, as a result of transferee or successor liability, as a result of being a
member of an affiliated, consolidated, combined or unitary group or otherwise for any period.

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“Tax Authority” means any local, municipal, governmental, state, provincial,
territorial, federal, including any U.S., Canadian, UK or other fiscal, customs or excise authority,
body or officials (or any entity or individual acting on behalf of such authority, body or officials)
anywhere in the world with responsibility for, and competent to impose, collect or administer,
any form of Tax.
“Tax Credit Purchaser” has the meaning set forth in Section 6.5(b).
“Tax Returns” means all returns, reports (including any amendments, elections,
declarations, disclosures, claims for refunds, schedules, estimates and information returns) and
other information filed or required to be filed with any Tax Authority relating to Taxes.
“Third Party” means any Person that is not a Party or an Affiliate of a Party.
“Trade Secrets” means trade secrets, know-how and confidential technical or
business information.
“Trademarks” means all trademarks, service marks, trade dress, logos, trade
names, corporate names, business names; in each case, whether or not registered, including all
common law rights therein, and registrations, applications for registration and renewals thereof,
and all rights therein provided by multinational treaties or conventions.
“Transaction Documents” means this Agreement and all ancillary agreements
entered into, or documents or instruments executed and delivered by, any Party pursuant to this
Agreement and in accordance with its terms.
“Transfer Taxes” means all goods and services, sales, excise, use, transfer, gross
receipts, documentary, filing, recordation, value-added, stamp, stamp duty reserve, and all other
similar Taxes, duties or other like charges, however denominated (including any real property
transfer Taxes and conveyance and recording fees and notarial fees) and for the avoidance of
doubt, shall exclude any Taxes on income or gains and shall include GST/HST and VAT (unless
otherwise stated), together with interest, penalties and additional amounts imposed with respect
thereto whether or not disputed.
“Transfer Tax Returns” has the meaning set forth in Section 6.7(a).
“Transferring Employees” shall have the meaning set forth in that certain
Employee Transfer Side Agreement attached hereto as Exhibit H.
“Transferred Licenses” means the license agreements set forth in Section 1.1(j)
of the Sellers Disclosure Schedule and the Optioned Licenses.
“Transferred Patents” means (a) the Sellers’ Patents and (b) the inventions
disclosed in the invention disclosures set forth in Section 1.1(k) of the Sellers Disclosure
Schedule (the “Listed Inventions”).
“UK Joint Administrators” has the meaning set forth in the preamble to this
Agreement.

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“Undisclosed Patent Interest” has the meaning set forth in Section 5.19.
“U.S. Bankruptcy Code” means Title 11 of the United States Code.
“U.S. Bankruptcy Court” means the United States Bankruptcy Court for the
District of Delaware.
“U.S. Bankruptcy Rules” means the U.S. Federal Rules of Bankruptcy
Procedure.
“U.S. Bidding Procedures and Sale Motion” means the motion filed April 4,
2011 by the Sellers who are U.S. Debtors for orders authorizing and approving, among other
things, the Bidding Procedures (as defined therein) and the sale of the Assets (as defined
therein).
“U.S. Bidding Procedures Order” means the order entered May 2, 2011
authorizing and approving, among other things the Bidding Procedures (as defined in the U.S.
Bidding Procedures and Sale Motion).
“U.S. Debtors” has the meaning set forth in the recitals to this Agreement.
“U.S. Sale Order” has the meaning set forth in Section 5.1(b).
“U.S. Sellers” means, collectively, NNI and the Other Sellers set forth on Exhibit
B.
“VAT” means value added tax imposed in any member state of the European
Union pursuant to EC Council Directive 2006/112 on the common system of value added tax
(Directive 2006/112) and national legislation implementing that Directive or any predecessor to
it or supplemental to that Directive or any tax of a similar nature which is imposed in any
member state of the European Union and which may be substituted for or levied in addition to it.
“365 Contracts” means the Assigned Contracts that are Executory Contracts of a
U.S. Debtor and were entered into before the Petition Date.
SECTION 1.2.

Interpretation.

1.2.1 Gender and Number. Any reference in this Agreement to gender includes
all genders and words importing the singular include the plural and vice versa.
1.2.2 Certain Phrases and Calculation of Time. In this Agreement (i) the words
“including” and “includes” mean “including (or includes) without limitation,” (ii) the terms
“hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement and not to any particular provision of this Agreement, and
Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections,
paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified, (iii) in the
computation of periods of time from a specified date to a later specified date, unless otherwise
expressly stated, the word “from” means “from but excluding” and the words “to” and “until”

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each mean “to and including,” and (iv) the words “date hereof” or “date of this Agreement” shall
mean June 30, 2011. If the last day of any such period is not a Business Day, such period will
end on the next Business Day. When calculating the period of time “within” which, “prior to” or
“following” which any act or event is required or permitted to be done, notice given or steps
taken, the date which is the reference date in calculating such period is excluded from the
calculation. If the last day of any such period is not a Business Day, such period will end on the
next Business Day.
1.2.3 Headings, etc. The inclusion of a table of contents, the division of this
Agreement into Articles and Sections and the insertion of headings are for convenient reference
only and are not to affect or be used in the construction or interpretation of this Agreement.
1.2.4 Currency and Calculations. All monetary amounts in this Agreement,
unless otherwise specifically indicated, are stated in United States currency. All calculations and
estimates to be performed or undertaken, unless otherwise specifically indicated, are to be
expressed in United States currency. All payments required under this Agreement shall be paid
in United States currency in immediately available funds, unless otherwise specifically indicated.
Where another currency is to be converted into United States currency it shall be converted on
the basis of the exchange rate published in the Wall Street Journal, Eastern Edition for the day in
question.
1.2.5 Statutory References. Unless otherwise specifically indicated, any
reference to a statute in this Agreement refers to that statute and to the regulations made under
that statute, each as in force from time to time.
ARTICLE II
PURCHASE AND SALE OF ASSETS
SECTION 2.1.

Purchase and Sale.

2.1.1 Assets. Subject to the terms and conditions of this Agreement, at the
Closing, the Purchaser shall purchase or be assigned and assume from the relevant Sellers, and
each Seller shall sell, convey, transfer, assign and deliver to the Purchaser all of its right, title and
interest throughout the world in the following assets as and to the extent existing on the Closing
Date, other than the Excluded Assets (the “Assets”) (x) in the case of Assets that are transferred
or assigned by U.S. Debtors, free and clear of all Liens and Claims in the Chapter 11 Cases
(other than Permitted Encumbrances and Liens created by or through the Purchaser or any of its
Affiliates) pursuant to sections 363 and 365 of the U.S. Bankruptcy Code, (y) in the case of
Assets that are transferred or assigned by the Canadian Debtors, free and clear of all Liens and
Claims in the CCAA Cases (other than Permitted Encumbrances and Liens created by or through
the Purchaser or any of its Affiliates) pursuant to the Canadian Approval and Vesting Order, and
(z) in the case of Assets that are transferred or assigned by the EMEA Sellers, free and clear of
all Liens (other than Permitted Encumbrances and Liens created by or through the Purchaser or
any of its Affiliates):

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(a)
the Transferred Patents, Specified UK Patents, and any inventions and
improvements claimed or disclosed therein, subject only to (1) any licenses granted thereunder
(excluding any reservation of rights by the Sellers pursuant to such licenses) (i) prior to the date
hereof that are (x) granted pursuant to Commercial Licenses entered into prior to the date hereof,
(y) specifically listed (including by use of defined term) in Section 2.1.1(a) of the Sellers
Disclosure Schedule or (z) Continuing Unlisted Licenses (it being understood that (a) the
existence of any such Continuing Unlisted Licenses will not limit the Purchaser’s rights under
Sections 7.3(a) or 8.1(c)(i) hereof; and (b) the existence of any license will not provide the
Purchaser with any right or remedy under Section 7.3(a) or 8.1(c)(i) hereof based on a breach of
this Section 2.1.1(a)(i)); (ii) on or after the date hereof, but solely to the extent they are granted
in compliance with Section 5.9 and either (x) constitute licenses granted pursuant to Commercial
Licenses entered into on or after the date hereof or (y) are identified to the Purchaser in writing
prior to the Closing Date, and (2) any Optioned Licenses, but, in the case of the foregoing clause
(1), only to the extent that such licenses remain in force after Closing, together with (A) the right,
if any, to register or apply in all countries and regions in the Purchaser’s name for patents, utility
models, design registrations and like rights of exclusion and for inventors’ certificates for said
inventions and improvements; (B) the right to prosecute, maintain and defend the Transferred
Patents before any public or private agency, office or registrar; (C) the right, if any, to claim
priority based on the filing dates of any of the Transferred Patents under the International
Convention for the Protection of Industrial Property, the Patent Cooperation Treaty, the
European Patent Convention, the Paris Convention, and all other treaties of like purposes; and
(D) the right to sue and recover damages or other compensation for past, present or future
infringements thereof, the right to sue and obtain equitable relief, including injunctive relief, in
respect of such infringements, and the right to fully and entirely stand in the place of the Sellers
in all matters related thereto;
(b)
the Assigned Contracts, any claims arising under such Assigned Contracts
on or after the Closing Date, and prepaid expenses of the Sellers thereunder;
(c)
the tangible embodiments (including electronic copies) of all Patent
Related Documentation owned by the Sellers or their Affiliates to the extent in the possession or
under the control of the Sellers as of the date hereof or the Closing Date; provided that the
Sellers shall have the right to retain copies of any Patent Related Documentation for use in
accordance with Section 2.1.1(d);
(d)
all rights to Intellectual Property (other than Trademarks) of any Seller, to
the extent embodied in the Patent Related Documentation and that relate (but with respect to
Patent Related Documentation listed in clauses (v) and (ix) of the definition of Patent Related
Documentation, only that exclusively relate) to the Transferred Patents or Purchased Specified
UK Patents; provided, however, that (1) the Sellers shall have the right to use and disclose Patent
Related Documentation to the extent necessary to perform their obligations, defend against the
assertion of, or otherwise limit Liability with respect to the Excluded Liabilities so long as the
Sellers shall have caused any Person to whom any nonpublic Patent Related Documentation is
disclosed to enter into a standard confidentiality agreement with the Purchaser, substantially in
the form of a model confidentiality agreement to be reasonably agreed among the Primary
Parties prior to the Closing Date, such entry by the Purchaser not to be unreasonably withheld,
conditioned or delayed; and (2) with respect to Patent Related Documentation listed in clauses
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(v) and (ix) of the definition of Patent Related Documentation that does not exclusively relate to
the Transferred Patents or Purchased Specified UK Patents, the Purchaser shall have the right to
use and disclose such Patent Related Documentation subject to the terms of the Non-Disclosure
Agreement and (as applicable) the Supplementary Non-Disclosure Agreement;
(e)
all rights to the Sellers’ patent-related data applications set forth in
Section 2.1.1(e) of the Sellers Disclosure Schedule, which patent-related data applications are all
of those used in connection with the Transferred Patents and the Specified UK Patents to
organize, maintain or track information associated with the Patents (the “Patent Databases”);
provided that, with respect to the data applications set forth in Section 2.1.1(e) of the Sellers
Disclosure Schedule, the Sellers shall not transfer any rights with respect to such patent-related
data applications unless the Purchaser holds licenses to such applications as required for such
transfer on the Closing Date;
(f)
all rights of the Sellers under any non-disclosure agreement, to the extent
such non-disclosure agreement relates to the Assets; and
(g)
all assets described in Section 2.1.9 and those additional assets listed on
Section 2.1.1(g) of the Sellers Disclosure Schedule.
2.1.2 Excluded Assets. Notwithstanding anything in this Section 2.1 or
elsewhere in this Agreement or in any of the other Transaction Documents to the contrary, the
Sellers shall retain their respective right, title and interest in and to, and the Purchaser shall have
no rights with respect to the right, title and interest of the Sellers in and to, the following assets
(collectively, the “Excluded Assets”):
(a)
cash and cash equivalents, accounts receivable (including intercompany
receivables but other than as provided in Section 2.1.1(b)), bank account balances and all petty
cash of the Sellers;
(b)
all rights to Tax refunds, credits or similar benefits relating to the Assets
allocable to a Pre-Closing Taxable Period or to the portion of a Straddle Period ending on and
including the Closing Date, except to the extent expressly transferred by this Agreement to the
Purchaser;
(c)
except as expressly provided herein, including pursuant to Section 2.1.1,
any rights of the Sellers under any Contract (it being understood that no Seller shall retain any
rights to enforce any patent rights in any of the Assets for past, present or future infringements
thereof or any damages or equitable relief, regardless of whether any Contract pertains to any of
the Assets);
(d)
except as expressly provided herein, including pursuant to Section 2.1.1,
any Intellectual Property or domain names (i) of any Seller or any Affiliate of any Seller, and
(ii) of any Third Party, except pursuant to the Assigned Contracts;
(e)

all rights of the Sellers under this Agreement and the other Transaction

Documents;

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(f)
all of the rights and claims of the U.S. Debtors, of whatever kind or nature,
available to the U.S. Debtors under (i) the U.S. Bankruptcy Code, including all actions that have
been or may be commenced in the U.S. Bankruptcy Court pursuant to Sections 541, 542, 547,
548, 549 and/or 550 of the U.S. Bankruptcy Code and (ii) any applicable Laws of the United
States, any state, territory or possession thereof or the District of Columbia incorporated into the
Bankruptcy Code pursuant to Section 544 thereof, and any and all proceeds of the foregoing;
(g)
all records prepared solely for purposes of the negotiations regarding the
retention, sale or other disposition of the Assets, but excluding, for the avoidance of doubt, the
Patent Related Documentation;
(h)

except as contemplated by Section 6.5, the Tax records of the Sellers;

(i)
all license agreements to which any of the Sellers is a party other than the
Transferred Licenses (the “Excluded Licenses”);
(j)
(k)
in Section 2.1.1.

the Excluded Patents; and
any and all other assets and rights of the Sellers not specifically included

2.1.3 Assumed Liabilities. On the terms and subject to the conditions set forth
in this Agreement, at the Closing, the Purchaser shall assume and become responsible for, and
perform, discharge and pay when due, the following Liabilities of the Sellers (which, except as
contemplated by clause (c) of this Section 2.1.3, shall not include any Liabilities resulting from
the acquisition, ownership, use, operation or maintenance of the Assets prior to the Closing), and
which, for the avoidance of doubt, shall not include any Excluded Liabilities) (the “Assumed
Liabilities”):
(a)
all Liabilities with respect to the ownership or exploitation of the Assets
by or through the Purchaser arising after the Closing Date, including all such Liabilities related
to Actions or claims brought against the Assets to the extent such Actions or claims relate to
post-Closing ownership or exploitation by or through the Purchaser of the Assets, and all
maintenance fees and prosecution costs related to the Transferred Patents associated with the
ownership or exploitation by or through the Purchaser of the Assets, or otherwise arising by or
through the Purchaser, after the Closing Date;
(b)
all Liabilities arising from or in connection with the performance of the
Assigned Contracts (or breach thereof) after the Closing Date or constituting Cure Costs payable
by the Purchaser pursuant to Section 2.1.7 (subject to the limits set forth in Section 2.1.7);
(c)
all Liabilities for any Tax that the Purchaser bears under Article VI (for
the avoidance of doubt, other than pursuant to Section 6.9(a)); and
(d)
except to the extent otherwise expressly set forth in Section 5.28, all
Liabilities related to or arising from any of the following: (i) the Purchaser’s or its limited
partner’s employment or termination of employment of Transferring Employees arising after the
Closing Date; (ii) the terms of any offer of employment to any Employees who is provided an
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offer pursuant to the terms of Section 5.28 and (iii) all Liabilities related to Transferring
Employees expressly assumed by Purchaser as set forth in Section 5.28.
2.1.4 Excluded Liabilities. Except as expressly provided in Section 2.1.3 or
2.1.8, the Purchaser shall not assume at the Closing any of the Liabilities of any Seller or any of
the Sellers’ Affiliates (collectively, the “Excluded Liabilities”). The Sellers and the Purchaser
hereby acknowledge and agree that the Purchaser shall not accept, assume, agree to pay, perform
or otherwise discharge or satisfy or be liable for any Excluded Liabilities. Without limiting the
foregoing (but subject to Sections 2.1.3 and 2.1.8), Excluded Liabilities include:
(a)
all Liabilities of any Seller or of any Affiliate of any Seller under
Contracts that are not Assigned Contracts;
(b)
all Liabilities for any Tax other than those that the Purchaser is required to
bear under Article VI;
(c)
all Liabilities of any Seller or any Affiliate of any Seller respecting
employees, collective bargaining agreements, pensions, benefits, product liability, environmental
contamination or remediation;
(d)
all Liabilities of any Seller or any Affiliate of any Seller constituting
losses, costs or expenses (including fines, penalties, attorney fees and the costs of any
investigations) associated with, relating to or arising out of any action, arbitration, audit, claim,
hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or
informal) commenced, brought, conducted, or heard by or before any Government Entity or
arbitrator against the Sellers or any of their Affiliates or any of their respective representatives,
or the Assets;
(e)
all Liabilities of any Seller or any Affiliate of any Seller arising from state,
provincial or bankruptcy law theories of recovery, including fraudulent transfer;
(f)
any and all Liabilities of any Seller or of any Affiliate of any Seller not
specifically included in Section 2.1.3 or specifically assumed by the Purchaser pursuant to
Section 2.1.8;
(g)

all Employee Excluded Liabilities.

2.1.5 Assumption and Assignment of 365 Contracts. The U.S. Debtors shall
seek the approval of the U.S. Bankruptcy Court to the assumption and assignment of the 365
Contracts effective as of the Closing as part of the U.S. Sale Order in accordance with
Section 5.1.
2.1.6

Assignment of Non-365 Contracts.

(a)
Subject to the receipt of any required Consent, all of the Non-365
Contracts in effect as of the Closing shall be assigned to the Purchaser at Closing pursuant to
Section 2.1.1(b).

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(b)
The Parties shall use their reasonable best efforts to obtain all Consents
required to permit the assignment to the Purchaser of the Non-365 Contracts in force as of the
Closing Date; provided, however, that the Sellers shall be under no obligation to compromise
any right, asset or benefit or to expend any amount or incur any Liability in seeking such
Consents. For greater certainty, the failure to obtain any or all of such Consents described in the
foregoing sentence shall not in itself entitle the Purchaser to terminate this Agreement or fail to
complete the transactions contemplated hereby or entitle the Purchaser to any adjustment to the
Purchase Price.
2.1.7

Cure Costs; Adequate Assurance.

(a)
To the extent that assumption and assignment of any 365 Contract entails
the payment of any Cure Cost, the Purchaser shall pay or otherwise provide for payment of such
Cure Cost, as required by the U.S. Bankruptcy Code and provided in the U.S. Sale Order or, in
the case of a Non-365 Contract, as may be agreed with the counterparty with respect thereto. No
payment of Cure Costs by the Purchaser under this Section 2.1.7 shall entitle the Purchaser to
any adjustment to the Purchase Price.
(b)
Prior to the hearing before the U.S. Bankruptcy Court to assume the 365
Contracts, the Purchaser shall provide adequate assurance of its future performance under each
365 Contract to the parties thereto (other than the U.S. Debtors) in satisfaction of
Section 365(f)(2)(B) of the U.S. Bankruptcy Code and to the extent required by the U.S. Sale
Order.
2.1.8 Non-Assignable Assets. Notwithstanding anything in this Agreement to
the contrary, if any requisite Consent of a Third Party (including a Government Entity) has not
been obtained on or prior to the Closing and an attempted direct or indirect sale, transfer, lease,
sublease or assignment of such Asset, without such Consent, would constitute a breach, default,
violation or other contravention of Law or the rights of such Third Party or would be ineffective
with respect to any party to a Contract concerning such Asset, then, unless any such Consent is
subsequently obtained, this Agreement shall not constitute an agreement to sell, transfer or
assign, directly or indirectly, any Asset or any obligation or benefit arising thereunder. For the
avoidance of doubt, the Parties acknowledge that, subject to Article VII and Article IX, failure to
obtain any such Consent shall not entitle the Purchaser to terminate this Agreement or fail to
complete the transactions contemplated hereby or entitle the Purchaser to any adjustment of the
Purchase Price. In the case of Assets (i) that cannot be transferred or assigned without the
consent of Third Parties, which consent has not been obtained prior to the Closing, the Sellers
shall, at the Sellers’ sole out-of-pocket cost, reasonably cooperate with the Purchaser in
endeavoring to obtain such Consent (but, for the avoidance of doubt, Seller shall not be required
pursuant to this clause (i) to pay any fee or other consideration to any Third Party whose consent
is required in connection with the transfer of any Assets) and, if any such Consent is not
obtained, the Sellers shall, following the Closing, cooperate with the Purchaser in all reasonable
respects to enter into an arrangement reasonably acceptable to the Purchaser and the Primary
Seller Parties pursuant to which the Purchaser would obtain the benefit of such Asset, Contract
or other commitment and assume the obligations and economic burden thereunder (it being
understood, without limiting the generality of the foregoing, that in the event that a Consent
required for the transfer or assignment of a Transferred Patent or Specified UK Patent is not

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obtained by the Closing, the Sellers shall, concurrently with the Closing and to the maximum
extent and scope permitted by applicable Law and not prohibited by any Contract (including the
licenses listed in Section A.I(b) of the Sellers Disclosure Schedule), grant the Purchaser an
irrevocable, worldwide, royalty free, perpetual, exclusive (subject to pre-existing license grants
of the type subject to which Assets are assigned pursuant to Section 2.1.1(a)), freely assignable,
sublicensable, transferable and fully paid up license under such Patent; or, if the Sellers are not
permitted by applicable Law or are prohibited by a Contract from granting such an exclusive
license, the Sellers shall grant the license to the Purchaser as a non-exclusive license to the
maximum extent and scope permitted by applicable Law and not prohibited by any Contract
(including the licenses listed in Section A.I(b) of the Sellers Disclosure Schedule); it being
further understood that the terms of any such license with respect to the Specified UK Patents is
set forth in the form of Closing Date License Agreement attached hereto as Exhibit L), or (ii) that
are otherwise not transferable or assignable, the Sellers shall, following the Closing, reasonably
cooperate with the Purchaser to enter into an arrangement pursuant to which the Purchaser would
obtain the benefit of such Asset, Contract or other commitment and assume the obligations and
economic burden thereunder. The obligation of the Sellers to provide such reasonable
cooperation under this Section 2.1.8 shall continue for at least one (1) year following the Closing
Date and shall thereafter continue until such time as a Seller shall determine in good faith that
the discontinuance of its cooperation is reasonably necessary to effectuate its winding up and/or
dissolution (in which case such cooperation obligations under this Section 2.1.8 shall terminate
only as to such Seller). The Parties acknowledge and agree that the obligations under this
Section 2.1.8 shall not affect the right of any Seller to wind down pursuant to applicable Law at
any time after the date that is one year after the Closing Date.
2.1.9 Assignment of Title to Patent Related Documentation. Except for those
interests in tangible embodiments of the Patent Related Documentation retained by the Sellers
pursuant to Section 2.1.1(c), all of the Sellers’ right, title and interest in and to any and all
tangible embodiments of the Patent Related Documentation as of the Closing Date, whether or
not the tangible embodiments of such Patent Related Documentation are in Sellers’ possession or
control, shall be transferred and assigned to the Purchaser at Closing.
SECTION 2.2.

Purchase Price.

2.2.1 Purchase Price. Pursuant to the terms and subject to the conditions set
forth in this Agreement, in consideration of the sale of the Assets pursuant to the terms hereof,
the Purchaser shall assume and become obligated to pay, perform and discharge, when due, the
Assumed Liabilities and shall pay to the Distribution Agent as agent for the Sellers an aggregate
amount of cash equal to Four Billion Five Hundred Million Dollars ($4,500,000,000) (the
“Purchase Price”), less (i) the amount of the Good Faith Deposit together with actual earnings
thereon, less (ii) any Optioned Licenses Fees; provided that, for the avoidance of doubt, amounts
of or in respect of Transfer Taxes shall be paid directly to the relevant Seller, Joint
Administrators, the French Liquidator or Tax Authority pursuant to and in accordance with the
relevant provisions of this Agreement.
2.2.2

Good Faith Deposit.

(a)

[Reserved.]

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(b)
If the Closing occurs, the Good Faith Deposit, together with actual
earnings thereon, shall be deposited with the Distribution Agent and applied to the Purchase
Price to be paid by the Purchaser pursuant to Section 2.2.1; or
(c)
If the Closing does not occur and this Agreement is terminated in
accordance with the terms hereof, and there are damages payable under this Agreement to any of
the Sellers by the Purchaser in excess of any damages payable to the Purchaser by any of the
Sellers under this Agreement, the Good Faith Deposit, together with actual earnings thereon,
shall be applied to such excess damages, after which the remainder of the Good Faith Deposit,
together with actual earnings thereon, shall be returned to the Purchaser; or, if no such excess
damages are payable to the Sellers, the Good Faith Deposit, together with actual earnings
thereon, shall be returned to the Purchaser.
2.2.3

Purchase Price Allocation.

(a)
The Parties shall (i) first allocate to the tangible Assets, if any, a
proportion of the Purchase Price (and, to the extent properly taken into account under the
applicable Tax Laws, the Assumed Liabilities), equal to the net book value of such Assets as of
the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted in clause
(i) of this Section, to the intangible Assets.
(b)
To the extent necessary to file Transfer Tax Returns, the Parties shall
negotiate in good faith to determine an allocation of the Purchase Price (and, to the extent
properly taken into account under the applicable Tax Laws, the Assumed Liabilities), among the
Assets in accordance with the principles of Section 1060 of the Code and the Treasury
regulations promulgated thereunder and other applicable Tax Laws, which allocation shall be
subject to the principles of Section 2.2.3(a) (such allocation, a “Partial Allocation”). The
Purchaser shall deliver to the other Primary Party a proposed Partial Allocation within ten (10)
Business Days after the Closing Date. If the Parties do not reach agreement on a Partial
Allocation after negotiating in good faith for a period of ten (10) Business Days from the date
upon which the Purchaser delivers to the other Primary Party its proposed Partial Allocation, the
Partial Allocation shall be submitted to the Accounting Arbitrator, which shall prepare a final
Partial Allocation; provided, however, that if a different Partial Allocation is required by a
Government Entity (including for this purpose an allocation required, approved or authorized
pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall be modified as necessary
to be consistent with the required allocation (but in all cases shall be subject to the principles of
Section 2.2.3(a)). Notwithstanding the preceding sentence, if the Parties have not reached
agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its
determination on or before the date that a Transfer Tax Return is required to be filed with the
relevant Tax Authority (giving effect to any valid extensions) pursuant to Section 6.7(b), then
such Transfer Tax Return shall be timely filed in the manner that the Party with primary
responsibility for paying the liability associated with such return reasonably determines and
shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted
under applicable Law, promptly file an amended return in accordance therewith. The Parties
agree (i) to be bound by the final Partial Allocation accepted by the Parties or prepared by the
Accounting Arbitrator (as modified to be consistent with the allocation required by a
Government Entity, as described above), as applicable, and (ii) to act in accordance with the

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allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes
(including the preparation and filing of any Transfer Tax Returns).
SECTION 2.3.

Closing.

2.3.1 Closing Date. The completion of the purchase and sale of the Assets and
the assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of
Cleary Gottlieb Steen & Hamilton LLP in New York, New York, commencing at 8:00 am
New York time on the date which is five (5) Business Days after the day upon which all of the
conditions set forth under Article VII (other than conditions to be satisfied at the Closing, but
subject to the waiver or fulfillment of those conditions) have been satisfied or, if permissible,
waived by the Primary Seller Parties and/or the Purchaser (as applicable), or on such other place,
date and time as shall be mutually agreed upon in writing by the Purchaser and the Primary
Seller Parties (the day on which the Closing takes place being the “Closing Date”). The Closing
will be deemed completed at the time the Parties release and exchange signature pages and the
Sellers, Distribution Agent and the Purchaser, as applicable, receive the deliverables set forth in
Section 2.3.2.
Upon occurrence of the Closing, simultaneously with the deliveries by the
Purchaser described in Section 2.3.2(a), legal title, equitable title and risk of loss with respect to
the Assets will thereupon transfer to the Purchaser, and the Assumed Liabilities will be assumed
by the Purchaser in accordance with the terms hereof.
2.3.2

Closing Actions and Deliveries. At the Closing:

(a)
The Purchaser shall deliver to the Distribution Agent, as distribution agent
for the Sellers, an amount equal to the Purchase Price minus the Good Faith Deposit (together
with any actual earnings thereon) by wire transfer in immediately available funds to an account
or accounts designated at least two Business Days prior to the Closing Date by the Distribution
Agent in a written notice to the Purchaser;
(b)

The Sellers shall deliver, or cause to be delivered, to the Purchaser:

(i)
all duly executed instruments of conveyance and assignment as the
Purchaser shall reasonably deem necessary or appropriate to vest in the Purchaser
(or its designee, as the case may be) each Seller’s right, title and interest in, to and
under the Assets and Assigned Contracts;
(ii)
a copy of each of the U.S. Sale Order and the Canadian Approval
and Vesting Order;
(iii) the officer’s certificate required to be delivered pursuant to
Section 7.2(c);
(iv)
an executed Monitor’s certificate substantially in the form attached
to the Canadian Approval and Vesting Order, provided that all events to be
certified therein by the Monitor have occurred;

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(v)
subject to Section 5.11, a true, complete and (except to the extent
executed copies thereof are not theretofore obtained pursuant to Section 5.8(d),
the Contracts listed in Section 2.3.2(b) of the Sellers Disclosure Schedule)
executed copy of each (A) Outbound License Agreement, Cross License
Agreement, Joint Ownership Agreement and Continuing Unlisted License (if
any), (B) agreement and other document at any time contained in the Data Room
and available to the Purchaser, other than documents that have been updated or
superseded by subsequent drafts of such documents the latest drafts of which are
available in the Data Room as of the date hereof, (C) Transferred License and
(D) non-disclosure agreement signed in connection with discussions concerning
potential infringement, sale or licensing of any of the Transferred Patents or
Specified UK Patents within the past two (2) years (it being understood that
(1) the Sellers shall deliver to the Purchaser all such agreements and documents as
provided in clauses (A)-(D) above in unredacted form except to the extent that the
Sellers may be prohibited by applicable Law or by the terms of a Contract
existing prior to the date hereof from providing unredacted versions to the
Purchaser, in which case, the Sellers shall deliver to the Purchaser versions of
such agreements and other documents redacted solely to the extent required by the
applicable Law or Contract, (2) in accepting redacted copies of such agreements
or other documents, the Purchaser is not waiving its rights to review or compel
disclosure of unredacted versions of such agreements or other documents in future
legal proceedings relating to the Assets, or otherwise and (3) no Party is hereby
acknowledging that such delivery of unredacted versions is in fact prohibited);
(vi)

the Patent Power of Attorney; and

(vii) the letters to the Sellers’ counsel to be delivered pursuant to
Section 5.8(b)(ii).
(c)
Each Primary Party shall deliver, or cause to be delivered, to the other any
other documents reasonably requested by such other Primary Party in order to effect, or evidence
the consummation of, the transactions contemplated herein, including the Short-Form
Assignments, the Closing Date License Agreement and the Common Interest Agreement.
(d)
The Purchaser and NNL shall deliver a duly executed copy of the
Assumption Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Sellers as follows:
SECTION 3.1.

Organization and Corporate Power.

(a)
The Purchaser is a limited partnership duly organized and validly existing
and in good standing under the Laws of Delaware. The Purchaser has all requisite power and

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authority to enter into, deliver and perform its obligations pursuant to this Agreement and any
Transaction Documents to which it is or will become a party.
(b)
The Purchaser is qualified to do business as contemplated by this
Agreement and the other Transaction Documents to which it is or will become a party and to
own or lease and operate its properties and assets, including, following the Closing, the Assets,
except to the extent that the failure to be so qualified would not, individually or in the aggregate,
materially hinder, delay or impair the Purchaser’s ability to carry out its obligations under, and to
consummate the transactions contemplated by, this Agreement.
SECTION 3.2.

Authorization; Binding Effect; No Breach.

(a)
The execution, delivery and performance of each Transaction Document
to which the Purchaser is, or at the Closing Date will be, a party have been duly authorized by
the Purchaser. Assuming due authorization, execution and delivery by the relevant Sellers, each
Transaction Document to which the Purchaser is, or at the Closing Date will be, a party
constitutes, or upon execution thereof will constitute, a valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its respective terms.
(b)
The execution, delivery and performance by Purchaser of the Transaction
Documents to which the Purchaser is, or on the Closing Date will be, a party do not and will not
conflict with or result in a breach of the terms, conditions or provisions of, constitute a default
under, result in a violation of, or require any Consent of any Person (other than the Mandatory
Regulatory Approvals) or other action by or declaration or notice to any Government Entity
pursuant to (i) the certificate of formation or limited partnership agreement (or similar governing
document) of the Purchaser; (ii) any Contract or other document to which the Purchaser, as
applicable, is a party or to which any of the Purchaser’s assets, as applicable, is subject; or
(iii) any Laws to which the Purchaser or any of the Purchaser’s assets is subject; except, in the
case of clauses (ii) and (iii) of this sentence, for such defaults, violations, actions and
notifications that would not, individually or in the aggregate, materially hinder, delay or impair
the Purchaser’s ability to carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement.
SECTION 3.3.
Financing. (a) The Purchaser has delivered to the Sellers
correct and complete copies of executed commitment letters of even date herewith (such
commitment letters collectively, the “Commitment Letters”) pursuant to which the other parties
thereto (the “Equityholders”) has each committed, subject solely to the terms and conditions
expressly set forth therein, to make capital contributions and other payments to the Purchaser for
purposes of funding the transactions contemplated herein and paying any other amount due
hereunder or in respect hereof (the “Commitments”). The Commitment Letters in the forms so
delivered are valid and in full force and effect and are legal, valid and binding agreement of the
Equityholders, enforceable against the Equityholders in accordance with their respective terms.
Except as set forth in the Commitment Letters there are no conditions precedent to the
obligations of the Equityholders to fund the Commitments.
(b)
Upon the funding of the Commitments in accordance with and subject to
their terms and conditions, Purchaser will have, as of the Closing, (i) sufficient funds available

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for purposes of paying the Purchase Price (less the amount of the Good Faith Deposit) and
paying any other amount due hereunder or in respect hereof, and (ii) the resources and
capabilities (financial or otherwise) to perform its obligations hereunder, including the Assumed
Liabilities. The Purchaser has not, as of the date hereof, and will not have, as of the Closing,
incurred any obligation, commitment, restriction or liability of any kind that would materially
impair or adversely affect such resources and capabilities. The Purchaser’s obligations to
consummate the transactions contemplated by this Agreement are not conditioned or contingent
in any way upon the receipt of financing from any Person or the availability of funds to the
Purchaser (including the Commitments).
SECTION 3.4.
Adequate Assurance of Future Performance. To the extent
required by any U.S. Bankruptcy Laws, the Purchaser will be able to provide, at Closing or on
such earlier date as is designated by the U.S. Bankruptcy Court, adequate assurance of its future
performance under each 365 Contract to the parties thereto (other than the U.S. Debtors) in
satisfaction of section 365(f)(2)(B) of the U.S. Bankruptcy Code. The Purchaser acknowledges
and agrees that, if it becomes necessary to provide a 365 Contract counterparty with additional
assurances to satisfy the Purchaser’s obligations under Section 2.1.7, the Purchaser shall perform
all actions and bear all such costs and expenses as may be necessary or advisable in connection
with its obligations under Section 2.1.7 without recourse to any Seller.
SECTION 3.5.
Representations and Warranties.

Purchaser’s Acknowledgments; Exclusivity of

(a)
The Purchaser is experienced and sophisticated with respect to
transactions of the type contemplated by this Agreement and the other Transaction Documents.
In consultation with experienced counsel and advisors of its choice, the Purchaser has conducted
its own independent review and analysis of the Assets, the Assumed Liabilities, and the rights
and obligations it is acquiring and assuming under this Agreement and the other Transaction
Documents. The Purchaser acknowledges that it and its representatives have been permitted
such access to the books and records, contracts and other properties related to the Assets as it
required to complete its review, and that it and its representatives have been provided with an
opportunity to meet with the officers and other employees of the Sellers, to discuss the conduct
of business related to the Assets.
(b)

The Purchaser acknowledges and agrees that:

(i)
except for the representations and warranties expressly set forth in
Article IV and the statements set forth in Annex I, the Purchaser has not relied on,
and hereby specifically disclaims, any representation or warranty from the Sellers
or any Affiliate of any such Person, or the Joint Administrators, the French
Liquidator or any of their firms, partners, employees, agents, advisors or
representatives or any employee, officer, director, accountant, financial, legal or
other representative of the Sellers or by the Joint Administrators, the French
Liquidator or any of their firms, partners, employees, agents, advisors or
representatives in determining whether to enter into this Agreement;

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(ii)
except for the representations and warranties expressly set forth in
Article IV and the statements set forth in Annex I, none of the Sellers, or any
employee, officer, director, accountant, financial, legal or other representative of
the Sellers, or any Affiliate of any such Person has made any representation or
warranty, express or implied, as to the Assets (including any implied
representation or warranty as to the condition, merchantability, suitability or
fitness for a particular purpose of any of the Assets including under the
International Convention on Contracts for the Sale of Goods (Geneva
Convention) and any other applicable sale of goods Laws), the Assumed
Liabilities, or any Affiliate of any such Person or as to the accuracy or
completeness of any information regarding any of the foregoing that the Sellers,
or any other Person furnished or made available to the Purchaser or its
representatives (including any projections, estimates, budgets, offering
memoranda, management presentations or due diligence materials);
(iii) none of the Sellers, the Joint Administrators, the French Liquidator
or any other Person shall have or be subject to any Liability to the Purchaser or
any other Person resulting from the distribution to the Purchaser, or the
Purchaser’s use, of the information referred to in Section 3.5(b)(ii); and
(iv)
the enforceability of this Agreement against the Sellers is subject
to entry of the U.S. Sale Order and Canadian Approval and Vesting Order.
(c)
Without limiting the generality of the foregoing, THE PURCHASER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN
(INCLUDING IN ANNEX I), THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ASSETS,
OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, OR
REGARDING THE SCOPE, VALIDITY OR ENFORCEABILITY OF ANY TRANSFERRED
PATENTS, JOINTLY OWNED PATENTS, SPECIFIED UK PATENTS, OR UNDISCLOSED
PATENT INTERESTS.
SECTION 3.6.
Brokers. Except for fees and commissions that will be paid
by the Purchaser, no broker, finder or investment banker is entitled to any brokerage, finder’s or
similar fee or commission in connection with the transactions contemplated by this Agreement
and the other Transaction Documents based upon arrangements made by or on behalf of the
Purchaser or any of their Affiliates.
SECTION 3.7.
Independence. In respect of NNSA, the Purchaser
acknowledges and agrees that: it wholly satisfies, without limitation, the statutory conditions set
out under Section L.642-3 of the FCC in that (i) neither the Purchaser, nor any director thereof
has been or is a director (administrateur), a managing director (directeur général or directeur
général délégué) or the President (Président) of, or has had or has, directly or indirectly, de facto
Control over, NNSA and (ii) the Purchaser is not directly or indirectly Controlled by: (x) NNSA,
or (y) any past or present director (administrateur), managing director (directeur général or
directeur général délégué) or President (Président) of, or any person having de facto Control

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over, NNSA, or (z) the father, mother, son, daughter, brother or sister (in each case, by blood or
in-law by marriage) of any natural person in clause (y).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Except as expressly set forth in the applicable sections of the Sellers Disclosure
Schedule, (i) each of the NA Sellers and Other Sellers jointly and severally represents and
warrants to the Purchaser as set forth in Section 4.1 through Section 4.2(b) and Section 4.3;
(ii) NNC and NNL jointly and severally represent and warrant to the Purchaser as set forth in
Section 4.4 and Section 4.5; and (iii) the Joint Administrators, the EMEA Sellers and NNSA
represent and warrant to the Purchaser as set forth in Sections 4.2(c), (d) and (e), respectively.
SECTION 4.1.

Organization and Corporate Power.

(a)
Each NA Seller and Other Seller is duly organized and validly existing
under the Laws of the jurisdiction in which it is organized. Subject to entry of the U.S. Sale
Order in the case of the U.S. Debtors and the Canadian Approval and Vesting Order in the case
of the Canadian Debtors and receipt of other Consents required from the U.S. Bankruptcy Court
and the Canadian Court in connection with the transactions contemplated hereby and in the other
Transaction Documents (collectively, the “Bankruptcy Consents”), each of the NA Sellers and
Other Sellers has the requisite corporate power and authority to enter into, deliver and perform
its obligations pursuant to this Agreement and each of the Transaction Documents to which it is
or will become a party.
(b)
Each of the NA Sellers and the Other Sellers is qualified to do business
and to own, lease or otherwise hold its properties and assets, including the Assets, and to conduct
its business as presently conducted, as applicable in each jurisdiction in which its ownership of
property or conduct of business relating to the Assets requires it to so qualify, except for
jurisdictions where the failure to be so qualified does not have, and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.
SECTION 4.2.

Authorization; Binding Effect; No Breach.

(a)
Subject to the receipt of the Bankruptcy Consents, the execution, delivery
and performance by each NA Seller and Other Seller of this Agreement and each of the
Transaction Documents to which such NA Seller or Other Seller is, or at the Closing will be, a
party has been duly authorized by such NA Seller or Other Seller. Subject to receipt of the
Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser,
the Transaction Documents to which any NA Seller or Other Seller is or will be a party, will
constitute a legal, valid and binding obligation of such NA Seller or Other Seller, enforceable
against it in accordance with its terms.
(b)
Subject to receipt of the Bankruptcy Consents and the Mandatory
Regulatory Approvals, the execution, delivery and performance by each NA Seller and Other
Seller of this Agreement and each of the Transaction Documents to which such NA Seller or

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Other Seller is or will be a party do not and will not conflict with or result in, with or without the
giving of notice or lapse of time or both, a breach of the terms, conditions or provisions of,
constitute a default under, give rise to any right of acceleration, payment, amendment,
cancellation or termination under, result in a violation of, result in the creation or imposition of
any Lien upon any of the Assets pursuant to, or (subject to the receipt of Consents in connection
with the Assigned Contracts, Consents required in connection with the assignment of the Sellers’
interest in any of the Specified UK Patents or Patent Related Documentation relating to any
Specified UK Patent and any other Consents expressly provided for herein, in each case to the
extent set forth in Section 4.2(b) of the Sellers Disclosure Schedule) require any Consent (other
than the Mandatory Regulatory Approvals and the Bankruptcy Consents) or other action by or
declaration or notice to any Government Entity or other Person pursuant to (i) the articles,
charter or by-laws (or similar governing document) of the relevant NA Sellers and Other Sellers
or any resolution adopted by the board of directors, shareholders, members or general partners
(as applicable) of any of the Sellers and not rescinded or superseded prior to the date hereof;
(ii) any order of any Government Entity applicable to any NA Seller or Other Seller or by which
any of their respective properties or assets are bound; (iii) any Laws to which any of the NA
Sellers or Other Sellers or any of their respective properties or assets are subject; or (iv) any
Contract or other document to which any of the Sellers is a party or by which any of the Sellers
or their respective properties or assets are bound. Except as may have been asserted in
connection with the Bankruptcy Proceedings, there are no Actions or claims pending or, to the
Knowledge of the Sellers, threatened against or affecting the Sellers in which it is sought to
restrain or prohibit, or to obtain damages or other relief in connection with, the transactions
contemplated hereby.
(c)
The Joint Administrators warrant to the Purchaser that: (i) they are duly
authorized to act as insolvency practitioners in accordance with Part XIII of the Insolvency Act;
and (ii) they were appointed by the English Court on the Petition Date as administrators of each
EMEA Seller in accordance with the Insolvency Act and such appointment has not been
terminated by the English Court or the Joint Administrators.
(d)
Each EMEA Seller (acting by the Joint Administrators) warrants to the
Purchaser that, with respect to itself, this Agreement has been duly executed and delivered by a
representative of the Joint Administrators as agent for and on behalf of such EMEA Seller, and
constitutes legal, valid and binding obligations of such EMEA Seller enforceable against such
EMEA Seller in accordance with its terms.
(e)
NNSA (acting by the French Liquidator) warrants to the Purchaser that,
with respect to itself, subject to the terms of the French Court Order, it has the requisite corporate
power and authority to enter into, deliver and perform its obligations pursuant to this Agreement
and each of the Transaction Documents to which it is or will become a party.
SECTION 4.3.
Brokers. Except for fees and commissions that will be paid
or otherwise settled or provided for by the Sellers, no broker, finder or investment banker is
entitled to any brokerage, finder’s or other similar fee or commission in connection with the
transactions contemplated by this Agreement and the other Transaction Documents based upon
arrangements made by or on behalf of the Sellers or any of their Affiliates.

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SECTION 4.4.

Canadian Tax Matters.

(a)
Each of NNC and NNL is not a non-resident of Canada for purposes of the
Income Tax Act (Canada).
(b)
At the time of Closing, none of the Assets will be “taxable Canadian
property” as that term is defined in the Income Tax Act (Canada) of any Seller (other than NNC
or NNL).
(c)
Each of NNC, NNL and any Seller who is selling Assets used in a
business carried on in Canada has remitted all material amounts that it withheld or collected, on
account of amounts that it was required by applicable Law to have withheld or collected,
including for all Canada Pension Plan contributions, provincial pension plan contributions,
employment insurance premiums, employer health taxes and any other Taxes to the appropriate
Canadian Tax Authority within the time required under applicable Law.
SECTION 4.5.
Export Controls. To the Knowledge of the Sellers, the
export, re-export or sale of the Assets by each NA Seller and Other Seller to the Purchaser in the
United States of America for use in the United States of America, in the manner contemplated by
this Agreement and the Transaction Documents, are not controlled under any Canadian Laws
regarding export controls (other than Laws relating to embargoed or sanctioned countries).
ARTICLE V
COVENANTS AND OTHER AGREEMENTS
SECTION 5.1.
U.S. Bankruptcy Actions. On the timetables and subject to
the terms set forth below, the U.S. Debtors shall use their reasonable best efforts to obtain U.S.
Bankruptcy Court approval of the U.S. Sale Order:
(a)
The Sellers will comply with all noticing and other provisions of the U.S.
Bidding Procedures Order to obtain entry of the U.S. Sale Order.
(b)
The U.S. Debtors shall use reasonable best efforts to seek to obtain by July
15, 2011 the approval of the U.S. Bankruptcy Court of an order (as entered, the “U.S. Sale
Order”) approving the sale of the Assets to the Purchaser and the assumption by the Purchaser
of the Assumed Liabilities, in each case as contemplated herein; provided that in any event the
U.S. Debtors shall obtain the U.S. Sale Order no later than 45 days after the date of this
Agreement.
(c)
(b)
The U.S. Sale Order shall be in the form of Exhibit F hereto with
only such changes as the Purchaser and the Sellers shall approve in their reasonable discretion;
provided, however, that the Purchaser may withhold its consent to any modifications that affect
the relief granted in or the findings of fact and conclusions of law expressed in paragraphs G
through J, R through T, X, 7, 8, 10, 11, 21, 23, 25, 28 through 30 and 37, and the last sentence of
paragraph O of the U.S. Sale Order in its sole discretion.

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SECTION 5.2.

Canadian Bankruptcy Actions.

(a)
Canadian Approval and Vesting Order. As promptly as practicable, but in
no event later than the third Business Day following the completion of the Auction, and subject
to their rights and obligations set forth in the Canadian Sales Process Order, the Canadian
Debtors shall serve on the Canadian Debtors’ service list as supplemented with such additional
parties as the Purchaser may reasonably request, one or more motion records including one or
more notices of motions and affidavits all in form and substance reasonably satisfactory to the
Purchaser, including a draft Canadian Approval and Vesting Order (the “Canadian Approval
and Vesting Order Motion”) and shall file such motion records with the Canadian Court and
use reasonable best efforts to seek an order (as granted, the “Canadian Approval and Vesting
Order”) of the Canadian Court to be entered no later than July 15, 2011, seeking approval of the
sale of the Assets; provided that in any event the Canandian Approval and Vesting Order shall be
entered no later than 45 days from the date of this Agreement. The Canadian Approval and
Vesting Order shall be in the form attached as Exhibit G hereto, with only such changes as the
Purchaser and the Sellers shall approve in their reasonable discretion; provided, however, that
the Purchaser may withhold its consent to any modifications that affect the relief granted in or
the findings of fact and conclusions of law expressed in paragraphs 1, 3, 6, 8, 10, 11, 13 through
15, 17 through 21, 22 through 24 of the Canadian Approval and Vesting Order in its sole
discretion; provided, further, however, that the Purchaser may not withhold its consent to a
modification to paragraphs 1 and 3 of the Canadian Approval and Vesting Order if (i) the sole
effect of such modification would be to eliminate any differences between the Canadian
Approval and Vesting Order and the form Canadian Approval and Vesting Order attached to the
Canadian Approval and Vesting Order Motion and (ii) the Canadian Debtors used their best
efforts to obtain Canadian Court approval of paragraphs 1 and 3 of the Canadian Approval and
Vesting Order.
(b)
Subject to the provisions of this Agreement, the Canadian Debtors shall
use their reasonable best efforts to obtain Canadian Court approval of the Canadian Approval
and Vesting Order.
SECTION 5.3.

[Reserved]

SECTION 5.4.

Consultation; Notification.

(a)
The Purchaser and the U.S. Debtors shall cooperate in obtaining entry of
the U.S. Sale Order, and the U.S. Debtors shall deliver to the Purchaser prior to filing, and as
early in advance as is practicable to permit adequate and reasonable time for the Purchaser and
its counsel to review and comment, copies of all proposed pleadings, motions, notices,
statements, schedules, applications, reports and other material papers to be filed by the U.S.
Debtors in connection therewith and any objections thereto.
(b)
The Purchaser and the Canadian Debtors shall cooperate with filing and
prosecuting the Canadian Approval and Vesting Order Motion, and in obtaining entry of the
Canadian Approval and Vesting Order, and the Canadian Debtors shall deliver to the Purchaser
prior to filing, and as early in advance as is practicable to permit adequate and reasonable time
for the Purchaser and its counsel to review and comment, copies of all proposed pleadings,

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motions, notices, statements, schedules, applications, reports and other material papers to be filed
by the Canadian Debtors in connection with such motions and relief requested therein and any
objections thereto.
(c)
If the U.S. Sale Order or any other order of the U.S. Bankruptcy Court
granting the relief relating to this Agreement set forth in Section 5.1 shall be appealed by any
Person (or a petition for certiorari or motion for rehearing, re-argument or stay shall be filed with
respect thereto), the U.S. Debtors agree to, and to cause their Affiliates to, use their reasonable
best efforts to, defend against such appeal, petition or motion, and the Purchaser agrees to
cooperate in such efforts. Each of the Parties hereby agrees to use its reasonable best efforts to
obtain an expedited resolution of such appeal, petition or motion; provided, however, that,
subject to the conditions set forth herein, nothing contained in this Section shall preclude the
Parties from consummating the transactions contemplated hereby if the U.S. Sale Order shall
have been entered but shall not have become a Final Order, or require the Parties to do so unless
they mutually so agree.
(d)
If the Canadian Approval and Vesting Order or any other order of the
Canadian Court granting the relief relating to this Agreement set forth in Section 5.2 shall be
appealed by any Person (or an application for certiorari or motion for leave to appeal, rehearing,
re-argument, variation or vacating or stay shall be filed with respect thereto), the Canadian
Debtors agree to, and to cause their Affiliates to, take all reasonable steps, and use their
reasonable best efforts, including incurring reasonable legal expenses, to defend against such
appeal, application or motion, and the Purchaser agrees to cooperate in such efforts. Each of the
Parties hereby agrees to use its reasonable best efforts to obtain an expedited resolution of such
appeal, application or motion; provided, however, that, subject to the conditions set forth herein,
nothing in this Section shall preclude the Parties from consummating the transactions
contemplated hereby if the Canadian Approval and Vesting Order shall have been entered but
shall not have become a Final Order, or require the Parties to do so unless they mutually so
agree.
(e)
If the French Court Order or any other order of the French Court relating
to this Agreement shall be appealed or opposed by any Person (or a stay shall be filed with
respect thereto), NNSA agrees to take all reasonable steps, and use its reasonable best efforts,
including incurring reasonable expenses, to defend against such appeal, opposition or stay, and
the Purchaser agrees to cooperate in such efforts. Each of the Parties hereby agrees to use its
reasonable best efforts to obtain an expedited resolution of such appeal, opposition or stay;
provided, however, that, subject to the conditions set forth herein, nothing in this Section shall
preclude the Parties from consummating the transactions contemplated hereby if the French
Court Order shall have been entered but shall not have become a Final Order, or require the
Parties to do so unless they mutually so agree.
SECTION 5.5.

Pre-Closing Cooperation.

(a)
Prior to the Closing, subject to the terms and conditions of this Agreement
(including Section 5.6, which, for the avoidance of doubt, shall exclusively govern the Parties'
obligations with respect to seeking the Mandatory Regulatory Approvals and any other Consents
of applicable Government Entities other than those set forth in Section 5.6(g)), each of the

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Primary Parties shall (and each Primary Party shall cause its Subsidiaries and Affiliates to) use
its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done,
and to cooperate with the other Primary Party and its Subsidiaries and Affiliates in order to do or
cause to be done, all things necessary, proper or advisable under applicable Law to consummate
the transactions contemplated by this Agreement as soon as practicable and cause the fulfillment
at the earliest practicable date of the conditions to the Parties’ obligations to consummate the
transactions contemplated by this Agreement as set forth in Section 7.1, including: (i) without
limiting Section 5.8(a), using reasonable best efforts to prepare and make filings with the
appropriate Government Entities as necessary to record one of the Sellers as the owner of the
Patents listed on Section 5.5(a) of the Sellers Disclosure Schedule and any other Assets where
further action and cooperation is required by Sellers to vest title with the Purchaser at Closing;
(ii) defending all lawsuits and other proceedings by or before any Government Entity
challenging this Agreement or the consummation of the Closing; (iii) causing to be lifted or
rescinded any injunction, decree, ruling, order or other action of any Government Entity
adversely affecting the ability of the Parties to consummate the Closing; and (iv) more generally,
to facilitate an orderly transition at Closing, working with outside counsel on the prosecution of
pending patent applications and maintenance of existing patents within the Transferred Patents
and Purchased Specified UK Patents.
(b)
Each Primary Party shall promptly notify the other Primary Party of the
occurrence, to such party’s Knowledge, of any event or condition, or the existence, to such
party’s Knowledge, of any fact, that would reasonably be expected to result in any of the
conditions to the other Primary Party’s obligation to effect the Closing set forth in Article VII not
being satisfied.
(c)
From and after the date hereof, (i) no Seller may affirmatively take any
material steps in furtherance of an Asset Retention Transaction and (ii) until the date following
the Closing Date, no Seller may seek or support (A) the conversion of any of the Chapter 11
Cases to a case under chapter 7 of the U.S. Bankruptcy Code, (B) the appointment of a trustee,
receiver, receiver and manager or liquidator in respect of any Canadian Debtor, (C) the dismissal
of any CCAA Cases or (D) the conversion of any CCAA Cases to bankruptcy cases under the
Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws.
(d)
From and after the date hereof, NNL shall use commercially reasonable
efforts to (and Purchaser shall cooperate with NNL’s efforts to) confirm that the execution of the
Assumption Agreement by the parties thereto will satisfy the requirements of paragraph 7 of the
CDMA Vesting Order; provided that this Section 5.5(d) shall not require the Purchaser, NNL or
their Affiliates to make any payment, deliver anything of value or incur any expense, nor require
the Purchaser or its Affiliates to assume any obligations that are not obligations of NNL under
the IP Licenses (as such term is defined in the CDMA Vesting Order) with respect to the
Transferred Patents, Purchased Specified UK Patents or other Patents or invention disclosures
acquired by the Purchaser pursuant to this Agreement. Upon or prior to the Closing, the
Purchaser shall execute and deliver the Assumption Agreement substantially in the form attached
as Exhibit J hereto.

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SECTION 5.6.

Antitrust and Other Regulatory Approvals.

(a)
Each of the Parties agrees to prepare and file as promptly as practicable all
necessary documents, registrations, statements, petitions, filings and applications for the
Mandatory Regulatory Approvals, and any other Consent of any other Government Entities
either required or that the Primary Parties mutually and reasonably agree are advisable to satisfy
the condition set forth in Section 7.1(a) as expeditiously as possible, and in any event by no later
than twenty (20) Business Days from the date of this Agreement (or on such other subsequent
day as the notifying Parties mutually agree (or the earlier date required by applicable Laws)).
(b)
If a Party or any of its Affiliates receives a request for information or
documentary material from any Government Entity with respect to this Agreement or any of the
transactions contemplated by this Agreement, then such Party shall make, or cause to be made,
as soon as reasonably practicable and after consultation with all other Primary Parties and the
Joint Administrators, an appropriate response in compliance with such request.
(c)
The Parties shall keep each other and the Joint Administrators apprised of
the status of matters relating to the completion of the transactions contemplated by this
Agreement and work cooperatively in connection with obtaining the Mandatory Regulatory
Approvals and Consents (and including in respect of responding to any information request from
any Government Entity with respect to this Agreement or any of the transactions contemplated
hereby pursuant to the applicable Antitrust Laws or Laws regulating foreign investment) of each
applicable Government Entity, including:
(i)
cooperating with each other and the Joint Administrators in
connection with the filings required under the applicable Antitrust Laws or any
Laws regulating foreign investment of any jurisdiction in connection with the
transactions contemplated by this Agreement and each Mandatory Regulatory
Approval and other Consents, and consulting with each other and the Joint
Administrators in relation to each step of the procedure before the relevant
Government Entities and as to the contents of all communications with such
Government Entities. In particular, to the extent permitted by Law or
Government Entity, no Party will make any submission, filing, notification, or
communication in relation to the transactions contemplated hereunder without
first providing the other Parties and the Joint Administrators with a copy of such
notification in draft form (subject to reasonable redactions or limiting such draft,
or parts thereof, on an outside-counsel-only basis where appropriate) and giving
such other Party or Parties and the Joint Administrators a reasonable opportunity
to discuss its content before it is filed with the relevant Government Entities, and
such first Party shall consider in good faith all reasonable comments timely made
by the other Parties and the Joint Administrators in this respect;
(ii)
furnishing to the other Parties and the Joint Administrators (on an
outside-counsel-only basis where appropriate) all information within its
possession that is reasonably required for obtaining the Mandatory Regulatory
Approvals and other Consents, or reasonably required for any application or other
filing to be made by the other Party pursuant to the applicable Antitrust Laws or

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any Laws regulating foreign investment of any jurisdiction in connection with the
transactions contemplated by this Agreement; provided, however, that (a) no such
information shall be required to be provided by a Party if it determines, acting
reasonably, that the provision of such information would jeopardize any attorneyclient or other legal privilege or that such information is material and
competitively sensitive (it being understood, however, that the Parties shall
cooperate in any reasonable requests that would enable an otherwise required
production to occur without so jeopardizing privilege or jeopardizing the
confidentiality of any such material and competitively sensitive information) and
(b) in any such case the Parties shall cooperate with a view to establishing a
mutually satisfactory procedure for providing such information, and the relevant
Party required to provide such information shall provide it directly to such
Government Entity requiring or requesting such information;
(iii) promptly notifying each other and the Joint Administrators of any
substantive communications from or with any Government Entity with respect to
the transactions contemplated by this Agreement (including promptly providing
copies of all written communications on an outside-counsel-only basis where
appropriate) and ensuring, to the extent permitted by Law and by the relevant
Government Entity, that each of the Parties and the Joint Administrators is
entitled to attend any meetings (including telephonic and video meetings) with, or
other appearances before, any Government Entity with respect to the transactions
contemplated by this Agreement; and
(iv)
consulting and cooperating with one another and the Joint
Administrators in connection with all analyses, appearances, presentations,
memoranda, briefs, arguments, opinions and proposals made or submitted by or
on behalf of any party hereto in connection with proceedings under or relating to
the Mandatory Regulatory Approvals, and other Consents, the applicable
Antitrust Laws or any Laws regulating foreign investment of any jurisdiction, in
connection with the transactions contemplated by this Agreement;
provided, however, that notwithstanding anything to the contrary in this Agreement (except
Section 5.6(a)), the Purchaser will have the right to determine and direct the strategy and process
(including all timing and substantive matters) by which the Parties will seek the Mandatory
Regulatory Approvals and other Consents of applicable Government Entities, and under
applicable Antitrust Laws or any Laws regulating foreign investment of any jurisdiction
(including all elements of any Actions and communications with Government Entities); provided
that the Purchaser will exercise such right in accordance with clauses (i) through (iv) of this
Section 5.6(c). Subject to the Purchaser’s obligations under the preceding sentence, the Sellers
shall, and shall use their best efforts to cause their respective Affiliates to comply, without
unreasonable delay, with all such determinations and directions by the Purchaser and supply the
Purchaser with all information reasonably requested by the Purchaser in connection with making
such determinations.
(d)
Subject to the limitations in Section 5.6(e), each of the Primary Parties
shall use its reasonable best efforts to satisfy (or cause the satisfaction of) the conditions

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precedent to each respective Primary Party’s obligations hereunder as set forth in Sections 7.1(a)
and (b) to the extent the same is within its control and to take, or cause to be taken, all other
action and to do, or cause to be done, all other things necessary, proper or advisable under all
applicable Laws to consummate the transactions contemplated by this Agreement, including
using its reasonable best efforts to make all required filings and obtain all Mandatory Regulatory
Approvals, and any other Consent of a Government Entity required to be obtained in order for
the Parties to consummate the transactions contemplated by this Agreement.
(e)
The obligations of the Purchaser pursuant to Section 5.6(d) shall include
committing to any and all undertakings, divestitures, licenses or hold separate or similar
arrangements with respect to the Assets and to any and all arrangements for the conduct of any
business and/or terminating any and all existing relationships and contractual rights and
obligations with respect to the Assets as a condition to obtaining any and all Consents from any
Government Entity necessary to consummate the transactions contemplated by this Agreement,
including taking any and all actions necessary in order to ensure the receipt of the necessary
Consents, the obtaining of all Mandatory Regulatory Approvals, or the termination, waiver or
expiration of the necessary waiting periods under any other applicable Antitrust Laws or
investment or similar Law without any reduction of the consideration paid to the Sellers;
provided, however, that notwithstanding anything to the contrary in this Section 5.6 or otherwise
in this Agreement, the Purchaser shall be required to offer, negotiate or commit to any of the
foregoing actions only to the extent required to cause the satisfaction of the conditions set forth
in Section 7.1(a) and Section 7.1(b) that relate to Consents from any Government Entity
necessary to consummate the transactions contemplated by this Agreement so that the Closing
may occur by the last Business Day before the Outside Date. The Parties further agree that the
obligation of the Purchaser under this Section 5.6 is limited solely to the Assets, and does not
apply to or require any action with respect to any of the assets or businesses or contractual
relationships of the Purchaser or any of its Affiliates.
(f)
Notwithstanding anything in this Agreement to the contrary, if at any time
(i) all of the conditions to the Closing set forth in Article VII other than the condition in
Section 7.1(b) are satisfied (or were capable of being satisfied should Closing occur on the next
Business Day); and (ii) the condition in Section 7.1(b) is not satisfied as a result of the existence
of any Law, or any order, injunction, decree or judgment of any court or other Government
Entity that purports to prohibit, prevent or make illegal the consummation of any of the
transactions contemplated hereby in one or more jurisdictions other than Canada, France,
Germany, the United Kingdom and the United States (each such other jurisdiction, a “Deferred
Jurisdiction”), then if either the Sellers, on one hand, or the Purchaser, on the other, so request
in their sole discretion, the Parties shall negotiate in good faith an amendment of this Agreement
to provide for (x) the immediate consummation of the transactions contemplated by this
Agreement in all applicable jurisdictions other than any Deferred Jurisdiction, and (y) a delay in
the consummation of the transactions contemplated by this Agreement in each Deferred
Jurisdiction until the condition in Section 7.1(b) is satisfied as to such Deferred Jurisdiction,
provided that if the Purchaser reasonably determines in good faith that it would be impossible for
the Purchaser to comply with this Section 5.6(f) without meaningful adverse consequences to the
Purchaser or the Purchaser’s Affiliates, the Purchaser shall not be required to undertake the
foregoing actions, and provided, further, that if the Purchaser requests the negotiation of an

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amendment of this Agreement pursuant to this Section 5.6(f), the Sellers shall not be required to
agree to any reduction in, or any delay in payment of, the Purchase Price.
(g)
The covenants under this Section 5.6 shall not apply to any action, effort,
filing, Consent, proceedings, or other activity or matter under any Bankruptcy Law relating to
the Bankruptcy Courts, the Bankruptcy Proceedings and/or the Bankruptcy Consents.
SECTION 5.7.
Public Announcements. Subject to the Parties’ disclosure
obligations imposed by Law (including any obligations under any Bankruptcy Laws), the Parties
shall (a) cooperate with each other in the development and distribution of all news releases, other
public information disclosures and announcements, including announcements and notices to
customers, suppliers and employees, with respect to this Agreement, or any of the transactions
contemplated by this Agreement and the other Transaction Documents and (b) not issue any such
announcement or statement prior to consultation with, and the approval of, the Primary Parties
(such approval not to be unreasonably withheld or delayed); provided that approval shall not be
required (i) where a Party determines, based on advice of counsel and after consultation with the
Primary Parties, that such disclosure is required by Law or the rules of any stock exchange on
which the securities of such Party or any of its Affiliates are listed and (ii) after the public
announcement of this Agreement and the transactions contemplated hereunder, with respect to
public disclosures and announcements by the Purchaser and its Affiliates relating to the Assets
after Closing, provided that to the extent reasonably practicable the Purchaser shall not make any
public disclosure or announcement contemplated by this clause (ii) without first consulting the
other Primary Party.
SECTION 5.8.

Further Actions.

(a)
Without limiting the foregoing, on and after the Closing Date, each Party
shall cooperate with the other Parties, without any further consideration, to cause to be executed
and delivered, all instruments, including instruments of conveyance, novations, assignment and
transfer, and to make all filings with, and to obtain all consents, under any permit, license,
agreement, indenture or other instrument or regulation, and to take all such other actions as any
of the Parties may reasonably request any other Parties to take from time to time, consistent with
the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement
and the other Transaction Documents; provided that, (i) notwithstanding anything to the contrary
in this Agreement, recordation or registration of the Short-Form Assignments or any other
document evidencing the assignment of the Transferred Patents and Specified UK Patents from
the Sellers to the Purchaser shall be the Purchaser’s responsibility and at its sole cost and
expense, and (ii) subject to Section 5.5 and Section 5.6, neither the Purchaser nor the Sellers
shall be obligated to make any payment or deliver anything of value (unless, in the case of the
Sellers, the Purchaser offers to promptly reimburse or indemnify the Sellers for such payment or
delivery) to any Third Party (other than filing and application fees to Government Entities and
payment of Cure Costs for which such Party is responsible pursuant to Section 2.1.7) in order to
obtain any Consent to the transfer of Assets or the assumption of Assumed Liabilities.
(b)
Subject to Section 5.11, and, with respect to Patent Related
Documentation relating to Purchased Specified UK Patents, to the extent permitted under
applicable Law, as soon as practicable following the transfer of the Transferred Patents and

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Purchased Specified UK Patents pursuant to the terms of this Agreement, the Sellers shall, in
each case except for Patent Related Documentation that has been delivered pursuant to
Section 2.3.2(b)(v): (i) deliver to the Purchaser or counsel designated by the Purchaser at
locations to be designated by Purchaser copies (which, except for the items listed in clauses
(i) and (vi) of the definition of “Patent Related Documentation,” may be electronic copies) of all
the tangible embodiments of the Patent Related Documentation existing as of the Closing Date
and in the Sellers’ possession that is related to such Transferred Patents or Purchased Specified
UK Patents, and (ii) instruct all of the Sellers’ outside counsel (A) that the ownership of such
Transferred Patents, Purchased Specified UK Patents and Patent Related Documentation has
been assigned to the Purchaser as of the Closing Date, (B) to release to the Purchaser or counsel
designated by the Purchaser at locations to be designated by Purchaser copies (which, except for
the items listed in clauses (i) and (vi) of the definition of “Patent Related Documentation,” may
be electronic copies) of all the tangible embodiments of the Patent Related Documentation
existing as of the Closing Date and in such counsel’s possession that is related to the Transferred
Patents or Purchased Specified UK Patents, and (C) that the Purchaser or counsel designated by
the Purchaser may contact such Sellers’ counsel for coordination relative to further prosecution
of such Transferred Patents or Purchased Specified UK Patents at the Purchaser’s expense. The
Sellers shall also include in such correspondence any other information that the Purchaser
reasonably instructs the Sellers to include and is communicated to the Sellers prior to the Closing
Date.
(c)
The Purchaser shall pay or reimburse the Sellers for all Agreed Expenses
promptly after receipt of notice and demand therefor.
(d)
Sellers shall use their reasonable best efforts to obtain, as promptly as
practicable and in any event prior to the commencement of the Auction, final, executed and
effective copies of the Outbound License Agreements, Cross License Agreements and Joint
Ownership Agreements listed in Section 2.3.2(b) of the Sellers Disclosure Schedule. Such
reasonable best efforts shall include requesting production of such copies from the counterparties
thereto and, to the extent reasonably practicable and permitted by applicable Law, seeking a
court order to compel such production by such counterparties.
SECTION 5.9.
Conduct of Business. The Sellers covenant that, from and
after the date hereof until the Closing Date, subject to any limitation imposed as a result of being
subject to the Bankruptcy Proceedings, and except as (i) the Purchaser may approve otherwise in
writing, (ii) set forth in Section 5.9 of the Sellers Disclosure Schedule, (iii) required by Law
(including any Bankruptcy Law of general applicability) but subject to Section 5.6(e),
(iv) otherwise expressly contemplated or permitted by this Agreement, or (v) relates solely to
Excluded Assets or Excluded Liabilities, the Sellers shall:
(a)
notify the Purchaser as promptly as practicable after becoming aware of
any event, development or condition that has had or would reasonably be expected to have a
Material Adverse Effect on the Assets;
(b)
use commercially reasonable efforts (but in any case no less efforts than
the Sellers use with respect to their own assets of a similar nature) to maintain the confidentiality

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(to the extent not publicly available), integrity and use of the Assets, and the availability of
appropriate “back-up” copies thereof;
(c)

not take any of the following actions:

(i)
directly or indirectly (including by operation of law or through any
merger, consolidation, reorganization, issuance of securities or rights, license,
lease, encumbrance or otherwise) sell, assign, convey, transfer, license, lease or
otherwise dispose of any Assets (except to the extent that such activities would be
permitted after the Closing Date pursuant to the terms of the Closing Date License
Agreement);
(ii)
incur any Lien on any Assets, other than (A) Liens that will be
discharged at or prior to Closing and (B) Permitted Encumbrances;
(iii) grant any license or sublicense of any rights under or with respect
to any Assets (except to the extent that such activities would be permitted after the
Closing Date pursuant to the terms of the Closing Date License Agreement);
(iv)
waive, release, assign, settle or compromise any Action relating to
the Assets to the extent that such waiver, release, assignment, settlement or
compromise imposes any obligation, whether contingent or realized, upon the
Purchaser or any of its Affiliates or the Assets or that materially affects any
Seller’s title to or the value of any Transferred Patent, Jointly Owned Patent or
Specified UK Patent;
(v)
enter into any Contract granting an indemnity that would impose
any obligation upon the Purchaser or any of its Affiliates or the Assets;
(vi)
modify, amend or change, in each case, in any material respect, or
terminate (other than with respect to any Cross-License Agreements or Outbound
License Agreements), or expressly waive compliance with the terms of or
breaches under, or expressly waive, release, assign or terminate any rights or
claims under, any term of any Transferred License, any non-disclosure agreement
or any other agreement (including any Cross-License Agreement or Outbound
License Agreement) relating to the sale or licensing of the Assets;
(vii) fail to make any filing, pay any fee, or take any other action
consistent with past practice of the Sellers (including, after consultation with the
Purchaser, responding to assertions of invalidity by Third Parties of which the
Sellers become aware) as necessary to maintain the ownership, validity and
enforceability of any Transferred Patent, Jointly Owned Patent or Specified UK
Patent; provided that if any Seller fails to make any such filings, pay such fee, or
take such other action consistent with past practice of the Sellers as described
above, then such Seller will, upon becoming aware of any such failure, make all
reasonable efforts to correct any adverse effects of such failure;

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(viii) take or omit to take any action, or request the Bankruptcy Court to
approve, authorize or require the Sellers to take or to omit to take any action that
would materially affect any Seller’s title to or the value of any Transferred Patent,
Jointly Owned Patent or Specified UK Patent or would otherwise breach the
Sellers’ covenants under or any other provisions of this Agreement or the
Transaction Documents, or consent to any such approval or authorization;
(ix)
amend, or assign to any Third Party their rights under, any CrossLicense Agreement or Outbound License Agreement to which any Transferred
Patent, Jointly Owned Patent or Specified UK Patent is subject;
(x)
fail to exercise any termination right pursuant to the terms of any
Cross-License Agreement or Outbound License Agreement provided that such
exercise would not result in the Sellers’ incurring any meaningful cost or Liability
or losing any meaningful right under such Cross-License Agreement or Outbound
License Agreement;
(xi)
consent to the assignment by any counterparty to any CrossLicense Agreement or Outbound License Agreement of such counterparty’s rights
or obligations under any such agreement to any Person; or
(xii)

authorize, agree or commit to do any of the foregoing.

SECTION 5.10.
Transaction Expenses. Except as otherwise provided in
this Agreement or the other Transaction Documents, each of the Purchaser and the Sellers shall
bear its own costs and expenses (including brokerage commissions, finders’ fees or similar
compensation, and legal fees and expenses) incurred in connection with this Agreement, the
other Transaction Documents and the transactions contemplated hereby and thereby.
SECTION 5.11.

Confidentiality.

(a)
The Parties acknowledge that the Non-Disclosure Agreement and the
Supplementary Non-Disclosure Agreement, as amended from time to time, remain in full force
and effect in accordance with their terms, which are incorporated herein by reference, and the
Parties agree to be bound thereby in the same manner and to the same extent as if the terms had
been set forth herein in full, except that the Parties, the Joint Administrators and the French
Liquidator shall be at liberty to disclose the terms of this Agreement to (i) if required by order of
any court of competent jurisdiction or under any applicable Law, any court or to any courtappointed liquidator of any of the Sellers to show appropriate figures in their administration
records, accounts and returns, (ii) the applicable Bankruptcy Court for the purposes of obtaining
the Bankruptcy Consents and to the applicable Government Entities and Third Parties for
purposes of obtaining the Mandatory Regulatory Consents or any other Consents contemplated
hereunder; and (iii) as otherwise required by the terms and conditions of this Agreement (in
respect of Third Parties pursuant to clause (ii) other than Government Entities, without any
appurtenant schedules except for Sections 1.1(d) (Jointly Owned Patents), 1.1(h) (Listed
Patents), 1.1(k) (Listed Inventions): A.I(d) (Cross-License Agreements); A.I(e) (Outbound
License Agreements), and A.I(m) (Joint Ownership Agreements) of the Sellers Disclosure

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Schedule, and only to the extent necessary to obtain the applicable Consent). Each Primary
Party agrees not to request the other Primary Party to return or destroy Evaluation Material or
Interested Party Material (as such terms are defined in the Non-Disclosure Agreement) pursuant
to the Non-Disclosure Agreement unless this Agreement shall have terminated. The Parties
further acknowledge that the Cross License Agreements and Outbound License Agreements
provided or delivered pursuant to Sections 2.3.2(b) shall be deemed to have been provided to the
Purchaser as “Highly Confidential Information” under the Supplementary Non-Disclosure
Agreement, and the Supplementary Non-Disclosure Agreement shall apply to such documents.
The Sellers agree to treat the Sellers Disclosure Schedules as Purchaser Confidential Information
from and after the Closing.
(b)
The Sellers shall not, and shall use best efforts to cause their Affiliates not
to, disclose any Purchaser Confidential Information, including by means of appropriate
redaction, other than (A) to any member of any committee of creditors which may include the
holders of, or investment managers for holders of, equity or debt securities of the Sellers,
including, without limitation, those of (i) the Official Committee of Unsecured Creditors in the
Chapter 11 Cases, (ii) the Ad-Hoc Committee of Bondholders in such Chapter 11 Cases and in
the filings made by the Sellers under the CCAA Cases, (iii) the unofficial Canadian creditors’
committee, and (iv) any other creditors’ committees or analogous bodies appointed in respect of
the EMEA Sellers and their debtor affiliates, (B) to the United States Trustee for the District of
Delaware in the Chapter 11 Cases, (C) to any monitor, administrator, trustee or similar appointed
official in any foreign proceedings, including, without limitation, Alan Bloom, Stephen Harris,
Chris Hill and Alan Hudson of Ernst & Young LLP and David Hughes of Ernst & Young
Chartered Accountants, in their capacities as the Joint Administrators, Maître Cosme Rogeau as
French Liquidator, the Monitor in the CCAA Cases and with respect to the Sellers and each of
the foregoing persons described in clauses (A), (B) or (C), any employees, agents, advisors
(including, without limitation, attorneys, accountants, investment banks and consultants) and
other representatives thereof; provided that, in the case of each of the persons described in the
foregoing clauses (A), (B) or (C), the Sellers shall have used reasonable efforts to inform such
Persons of the confidential nature of such information, and that, to the extent such Persons are
not already required by applicable Law or any confidentiality agreement with the Sellers to keep
such information confidential, such Persons shall have agreed to be bound by confidentiality
restrictions, or (D) as may otherwise be required, based on the advice of legal counsel, under
applicable Law, including, without limitation, the Bankruptcy Laws; provided, however, that to
the extent legally permissible and reasonably practicable, the Sellers shall provide the Purchaser
with prompt notice of such event described in (D) above so that, where possible, the Purchaser
may seek a protective order or other appropriate remedy and the Sellers shall cooperate with the
Interested Party in taking steps to resist or narrow the scope of such request or legal process (at
the expense of the Purchaser). In the event that such protective order or other remedy is not
obtained and any of the Sellers or their representatives are advised by legal counsel that it is
compelled by Law to disclose any information described in the foregoing sentence, the Sellers or
its representative, as the case may be, (i) may without liability hereunder furnish that portion
(and only that portion) of such information which, based on the advice of legal counsel to the
Sellers or their representatives, as the case may be, the Sellers or their representatives are legally
required to disclose and (ii) will use commercially reasonable efforts to have confidential
treatment accorded any such information so furnished. For the avoidance of doubt, none of the
Sellers shall act in furtherance of or consent to the unsealing of any Transaction Documents that
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are filed under seal unless otherwise ordered by the applicable Bankruptcy Court or unless the
Purchaser shall consent in its sole discretion.
(c)
Notwithstanding the foregoing Section 5.11(a), nothing contained in this
Agreement or the Transaction Documents shall be deemed to prohibit the Parties, the Joint
Administrators, or the French Liquidator from disclosing any information as may be required,
based on the advice of legal counsel, under applicable Law, including Title 11 of the United
States Code, the CCAA, the Insolvency Act of 1986 and any other applicable bankruptcy or
insolvency Laws of any jurisdiction in which bankruptcy proceedings concerning Nortel are held
from time to time, any legal process before, or any order of, the U.S. Bankruptcy Court or any
other court of competent jurisdiction, the applicable rules or regulations of any securities
exchange or similar self-regulatory authority or applicable securities Laws; provided, however,
that to the extent legally permissible and reasonably practicable, if the relevant Party believes in
its reasonable judgment that such legally required disclosure includes confidential information of
any other Party hereunder, the disclosing Party shall provide the other Parties with prompt notice
of such event so that, where possible, the affected Parties may seek a protective order or other
appropriate remedy, and the relevant Parties shall cooperate in taking steps to resist or narrow the
scope of such request or legal process (at the expense of the Party requesting such action). In the
event that such protective order or other remedy is not obtained and any Party or its
representatives are advised by legal counsel that it is compelled by Law, regulation or legal,
regulatory or judicial process or the rules of a stock exchange or similar self-regulatory authority
to disclose any information described in the foregoing sentence, such Party or its representatives,
as the case may be, (i) may without liability hereunder furnish that portion (and only that
portion) of such information which, based on the advice of legal counsel to such Party or its
representative, as the case may be, such Party or its representative is legally required to disclose
and (ii) will use commercially reasonable efforts to have confidential treatment accorded any
such information so furnished.
SECTION 5.12.
Certain Payments or Instruments Received from Third
Parties. To the extent that, after the Closing Date, (a) the Purchaser receives any payment or
instrument that is for the account of a Seller according to the terms of any Transaction
Document, the Purchaser shall promptly deliver such amount or instrument to the relevant Seller,
and (b) any of the Sellers receives any payment or instrument that is for the account of the
Purchaser according to the terms of any Transaction Document, such Seller shall promptly
deliver such amount or instrument to the Purchaser. All amounts due and payable under this
Section 5.12 shall be due and payable by the applicable Party in immediately available funds, by
wire transfer to the account designated in writing by the relevant Party. Notwithstanding the
foregoing, each Party hereby undertakes to use reasonable best efforts to direct or forward all
bills, invoices or like instruments to the appropriate Party.
SECTION 5.13.
License to Transferred Patents, Jointly Owned Patents,
Specified UK Patents and Licensed Residual Patents; Termination of Intercompany
Arrangements.
(a)
Concurrently with the Closing, (i) the Purchaser shall grant the Sellers a
license under the Transferred Patents, the Purchased Specified UK and other Patents acquired
pursuant to this Agreement in connection with (x) the disposal of Inventory and (y) contracts that
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relate to wind-down operations of the Sellers and their Affiliates (such contracts being
(A) existing contracts for Nortel Products or Nortel Services between one or more Sellers or
Affiliates of the Sellers and a Third Party, that have been retained by the Sellers or their
Affiliates in connection with the sale of a Divested Business (the “Existing Contracts”),
(B) contracts entered into for performance of obligations under the Existing Contracts for
customers or end users, or (C) contracts that are ancillary to Existing Contracts, including work
orders, statements of work, purchase orders or contracts implementing phases of Existing
Contracts, and are for provision of Nortel Products and/or Nortel Services to Persons who are
customers or end users of Sellers or their Affiliates as of the date hereof (such contracts specified
in this clause (y), the “Retained Contracts”); for avoidance of doubt, Retained Contracts do not
include licenses granted pursuant to Intercompany Contracts), and (ii) the Sellers shall grant the
Purchaser and its Affiliates a license under the Licensed Residual Patents, the Jointly Owned
Patents, the Specified UK Patents that are not Purchased Specified UK Patents and Undisclosed
Patent Interests, in each case on the terms described in Exhibit L hereto (the “Closing Date
License Agreement”).
(b)
Effective as of the Closing, the Sellers shall terminate all license rights
granted under the Master R&D Agreement to the extent such license rights are under any of the
Transferred Patents, Specified UK Patents or Undisclosed Patent Interests; in each case, subject
to the purchase thereof by (or, pursuant to Section 2.1.8, the grant of an exclusive license (with
the right to sublicense) thereto to) the Purchaser pursuant to this Agreement. Effective as of the
Closing, the Sellers shall also terminate all license rights granted under any other Intercompany
Contracts (x) exclusively among Sellers or (y) pursuant to which any Seller is a licensee, to the
extent such license rights are under any of the Transferred Patents, Specified UK Patents or
Undisclosed Patent Interests; in each case, subject to the purchase thereof by (or, pursuant to
Section 2.1.8, the grant of an exclusive license (with the right to sublicense) thereto to) the
Purchaser pursuant to this Agreement. Promptly following the Closing, each Seller shall request
that any non-Seller Affiliate of such Seller that is a licensee under any other Intercompany
Contract terminate its license rights pursuant to such Contract under any of the Transferred
Patents, Specified UK Patents and Undisclosed Patent Interests (in each case, subject to the
purchase thereof by, or, pursuant to Section 2.1.8, the grant of an exclusive license (with the
right to sublicense) thereto to, the Purchaser pursuant to this Agreement) in exchange for a
sublicense under the license rights granted to the Sellers and their Affiliates pursuant to the
Closing Date License Agreement and shall keep the Purchaser reasonably informed of the
progress of such requests and the responses of such Affiliates. From and after Closing there
shall be no future manufacture, development, sale, supply or other distribution, or servicing of
any products under the Transferred Patents or Specified UK Patents by, for or on behalf of
Sellers other than to the extent such activities would be permitted after the Closing Date pursuant
to the terms of the Closing Date License Agreement. From and after the Closing, neither the
Sellers nor any Person acting on behalf of any Seller shall distribute any products, directly or, for
the purpose of circumventing this Section 5.13(b) or the Closing Date License Agreement,
indirectly, to any Affiliates of any Seller that have not complied with the foregoing request and
agreed to receive a sublicense under the license rights granted to the Sellers and their Affiliates
under the Closing Date License Agreement, except to the extent it is a Nortel Product required
pursuant to the terms of any Intercompany Contract then in effect, provided that (x) neither the
Sellers nor any Person acting on behalf of any Seller shall distribute to any Affiliate in any
calendar year more than two times the aggregate number of units of Nortel Products (pertaining
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to a historical line of business of the Sellers (e.g., CDMA, GSM, Enterprise)) distributed by or
on behalf of the Sellers to such Affiliate during the last six months of calendar year 2010; and
(y) the Sellers and any Person acting on behalf of any Seller shall immediately cease distributing
any products to such Affiliate at such time, and shall not distribute any products to such Affiliate
from and after such time, as such Affiliate experiences a Change of Control.
SECTION 5.14.
Use of Trademarks. Nothing in this Agreement grants to
the Purchaser the right to use the name “Nortel” or any Trademarks owned by the Sellers or any
of their Affiliates or any other mark employing the word “Nortel” or any confusingly similar
Trademarks to any of the foregoing.
SECTION 5.15.
Certain Assets. To the extent that any Transferred Patent,
Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed Jointly Owned Patent
or Specified Listed UK Patent, as applicable, any invention or improvement claimed or
disclosed therein or any Patent Related Documentation relating to any of the foregoing is,
notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that
is not, itself, a Seller, the Sellers shall cause (or, in the case of any other property that would be a
Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that
would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention
or improvement claimed or disclosed therein or any Patent Related Documentation relating
thereto, shall use their best efforts to cause) such Affiliate to transfer all of its right, title and
interest in such asset to an NA Seller as soon as reasonably practicable and in any event prior to
the Closing, and (a) in the case of property that would be Transferred Patents or Specified UK
Patents if they were instead owned by a Seller, such assets shall be “Transferred Patents” or
“Specified UK Patents” for all purposes hereof and (b) in the case of property that would be
Jointly Owned Patents if any rights therein were owned by a Seller, such assets shall be “Jointly
Owned Patents” subject to the Closing Date License Agreement for all purposes hereof; it being
understood that (x) in the case of a Specified UK Patent or Patent Related Documentation
relating thereto, the foregoing obligation shall be solely to the extent permitted by applicable
Law, and (y) in the case of a Jointly Owned Patent or Patent Related Documentation relating
thereto, the foregoing obligation shall be deemed satisfied by obtaining for the Purchaser the
license rights granted thereunder in the Closing Date License Agreement.
SECTION 5.16.
Access to Systems. From and after the later of (x) the date
upon which the U.S. Sale Order is entered and (y) the date upon which the Canadian Approval
and Vesting Order is entered and until the Closing, the Sellers shall reasonably cooperate with
the Purchaser to provide the Purchaser access to the Patent Databases, solely for the purposes of
facilitating the transfer, upon and following the Closing, of such information residing in the
Patent Databases from the Sellers to the Purchaser and integration of such information into the
Purchaser’s patent systems; provided that any such access shall only be granted to the extent the
Purchaser has obtained, at its cost and expense, any license rights necessary for such access.
From and after the Closing, at the Purchaser’s request, the Sellers shall reasonably cooperate
with the Purchaser to provide the Purchaser access to the Patent Databases, provided that such
access shall be at the Purchaser’s cost and expense and that the Purchaser has obtained, at its cost
expense, any license rights necessary for such access.

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SECTION 5.17.

Post-Closing Suits.

(a)
Each of the Sellers hereby covenants that, from and after the Closing Date,
it will not, without the written consent of the Purchaser (acting in its sole discretion), sue or
otherwise participate in any Action against any party to any of the Transferred Licenses or any
other licenses granted under the Transferred Patents, Jointly Owned Patents or Purchased
Specified UK Patents based upon any claim under or related to any such license, including with
respect to nonpayment of unpaid past, present or future income and royalties relating to any such
license or past, present and future damages thereunder.
(b)
Each of the Sellers hereby covenants that, from and after the Closing Date,
it will not, without the written consent of the Purchaser (acting in its sole discretion), (x) waive,
release, assign, settle, maintain or compromise any Action relating to the Assets to the extent that
such waiver, release, assignment, settlement, maintenance or compromise imposes any
obligation, whether contingent or realized, upon the Purchaser or any of its Affiliates or the
Assets or materially affects any Seller’s title to or the value of any Transferred Patent or
Specified UK Patent or Jointly Owned Patent or (y) voluntarily take or voluntarily cooperate in
taking any position that is not consistent with the statement in Annex I(c).
SECTION 5.18.
Production of Documents. In the event that at any time
following the Closing Date, any Seller discovers or comes into possession or control of any
document that, if such Seller had known about, controlled or possessed such document on the
Closing Date would have been required to be delivered to the Purchaser pursuant to the terms
hereof, then such Seller shall (or, if such Seller does not have possession or control of such
document, shall use its best efforts to) promptly deliver such document to the Purchaser.
SECTION 5.19.
Option to Purchase Undisclosed Patent Interests. In the
event that any of the Sellers or any Affiliate of any of the Sellers discovers that it owns (i) any
right, title or interest in any Patents owned by the Sellers or their Affiliates that are not
Transferred Patents, Jointly Owned Patents, Specified UK Patents or Excluded Patents, (ii) any
right, title or interest in any inventions, other than the Listed Inventions, disclosed in the
invention disclosures owned by any of the Sellers or their Affiliates, but only to the extent such
invention disclosures (x) do not relate to a patent application filed anywhere in the world and
(y) are dated less than three (3) years before the Closing Date, (iii) an exclusive license to all or
substantially all of the rights under any Patent that is not a Transferred Patent, Jointly Owned
Patent, Specified UK Patent or Excluded Patent, or (iv) an option to receive or purchase, or any
reversionary interest in, any of the foregoing (any individual asset described in clauses
(i) through (iv), an “Undisclosed Patent Interest”), then:
(a)
In the event that one or more non-Seller Affiliates of any Seller own an
Undisclosed Patent Interest, the Sellers shall use their best efforts to cause such Affiliate(s) to
transfer such Undisclosed Patent Interest to a Seller promptly.
(b)
Upon identification or receipt by any Seller of an Undisclosed Patent
Interest, the relevant Seller shall provide reasonably prompt written notice describing such
Undisclosed Patent Interest to the Purchaser (an “Option Trigger Notice”) (it being understood
that (i) in the event that an Undisclosed Patent Interest is identified or received by a Seller

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between the date hereof and the later of (x) the date upon which the U.S. Sale Order is entered
and (y) the date upon which the Canadian Approval and Vesting Order is granted, such Seller
shall deliver an Option Trigger Notice to the Purchaser promptly after the later of (x) the date
upon which the U.S. Sale Order is entered and (y) the date upon which the Canadian Approval
and Vesting Order is granted and (ii) each Option Trigger Notice shall relate to only one
Undisclosed Patent Interest). For a period of thirty (30) calendar days following the delivery of
such notice to the Purchaser, the Purchaser shall have the option (exercisable by delivery of
written notice thereof to the relevant Seller) to purchase, subject to any Liens existing thereon
not discharged by the U.S. Sale Order or Canadian Approval and Vesting Order, the
undertakings specified in Sections 5.20 and 5.21, and any licenses that remain in force after
Closing granted thereunder prior to the date such Undisclosed Patent Interest was discovered by
or delivered to such Seller (it being understood that no Seller shall grant any licenses under or
any Liens on any such Undisclosed Patent Interest after the date of discovery or delivery and
during the Purchaser’s consideration period described above), such Seller’s right, title and
interest in and to the Undisclosed Patent Interest from such Seller for a cash purchase price per
Undisclosed Patent Interest of Fifty Thousand Dollars ($50,000) (the “Exercise Price”).
(c)
From and after the date when any Seller discovers that it owns an
Undisclosed Patent Interest until the expiration of the 30-day option period specified in
Section 5.19(b), no Seller may directly or indirectly sell, transfer, assign, convey, license or
sublicense such Undisclosed Patent Interest to any Third Party, including by operation of law, in
any transaction, series of related transactions or otherwise, other than as would be permitted by
Section 5.9(c)(iii) if such Undisclosed Patent Interest were a Transferred Patent, and any
attempted sale, transfer, assignment, conveyance, license or sublicense not expressly permitted
by this Section 5.19 shall be void ab initio and of no force or legal effect.
(d)
The Sellers agree that, prior to the ultimate winding up or dissolution of
any of them, the Primary Seller Parties will provide written notice to the Purchaser of such
anticipated winding up or dissolution and provide the Purchaser with the option, exercisable by
proper delivery of written notice to the Primary Seller Parties within a period of thirty (30)
calendar days after delivery of the Primary Seller Parties’ notice, to purchase on a “quitclaim”
basis (and, for the avoidance of doubt, subject to any Liens existing thereon not discharged by
the U.S. Sale Order or Canadian Approval and Vesting Order, the undertakings specified in
Sections 5.20 and 5.21, and any licenses granted thereunder prior to the date of such purchase
that remain in force after Closing, it being understood that no Seller shall voluntarily take any
action to grant any licenses under or place any Liens on any such Undisclosed Patent Interest), at
an aggregate price of $1.00, all of each Seller’s right, title and interest in and to all remaining
Undisclosed Patent Interests, whether or not theretofore identified, not previously offered for sale
to the Purchaser pursuant to this Section 5.19.
(e)
The settlement of each purchase and sale of Undisclosed Patent Interests
pursuant to this Section 5.19 shall occur at the offices of Cleary Gottlieb Steen & Hamilton LLP,
New York (or such other place as the parties may mutually agree to in writing), on a Business
Day (to be specified by the Purchaser in writing at least five (5) Business Days prior thereto)
occurring within thirty (30) days after the exercise by the Purchaser of its option under
Section 5.19(b). At each settlement, (i) the relevant Sellers shall deliver duly executed
instruments of conveyance and assignment reasonably evidencing the assignment to the

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Purchaser of their right, title and interest in and to the relevant Undisclosed Patent Interest
(together with all assets that would have constituted “Assets” if such Undisclosed Patent Interest
had been a Listed Patent), (ii) the Purchaser shall deliver to the relevant Sellers the Exercise
Price for each Undisclosed Patent Interest by wire transfer of immediately available funds to an
account designated by the relevant Sellers at least five (5) Business Days prior to the settlement
date.
(f)
The Parties acknowledge and agree that if the Purchaser does not elect to
purchase any Undisclosed Patent Interest within the applicable 30-day option period after
delivery of notice thereof pursuant to Section 5.19(b), then the Sellers shall have no further
obligation whatsoever to the Purchaser with respect to such Undisclosed Patent Interest, and the
Sellers shall be free to sell, license or otherwise dispose of such Undisclosed Patent Interest in
their sole discretion.
(g)
Notwithstanding anything herein to the contrary, the items listed on
Section A.I(r) of the Sellers Disclosure Schedules shall be treated as “Undisclosed Patent
Interests” for purposes of this Section 5.19; provided, however, that (i) Seller shall deliver an
Option Trigger Notice to the Purchaser promptly after the later of (x) the date upon which the
U.S. Sale Order is entered and (y) the date upon which the Canadian Approval and Vesting
Order is granted, and (ii) the Exercise Price for such items listed on Section A.I(r) of the Sellers
Disclosure Schedules shall be $0.00.
SECTION 5.20.
Certain Obligations. As of the Closing, the Purchaser
agrees to (a) notify in writing (in the same level of detail as provided in Section 5.20 of the
Sellers Disclosure Schedule) any subsequent purchaser of any of the Transferred Patents or
Purchased Specified UK Patents of any promises, declarations and commitments listed in
Section 5.20 of the Sellers Disclosure Schedule concerning such Patents, to the extent such
promises, declarations and commitments (i) have been granted, made or committed to standardsetting bodies and (ii) are enforceable against the Sellers, and to (b) bind such subsequent
purchasers to notice terms substantially the same as those set forth in this Section 5.20.
SECTION 5.21.
Acknowledgement of Prior Obligations. The Purchaser
acknowledges that the sale and assignment of the Transferred Patents and Purchased Specified
UK Patents is subject to the obligations of certain Sellers set forth in Section 5.21 of the Sellers
Disclosure Schedule with respect to the agreements referenced therein to the extent applicable to
such Patents and to the extent such obligations and agreements are enforceable against the
Sellers.
SECTION 5.22.

Disposition of Jointly Owned Patents.

(a)
From and after the Closing, (i) the Sellers may not sell, transfer, assign,
license or convey any portion of any Seller’s interest in any Jointly Owned Patent except upon
written consent of the Purchaser in its sole discretion or as permitted by the Closing Date License
Agreement and (ii) as soon as practicable after written request by the Purchaser to the Primary
Seller Parties, made at the Purchaser’s sole discretion, the Sellers shall transfer all of their
respective interest in one or more specified Jointly Owned Patents to a Person of the Purchaser’s
choosing (which, for the avoidance of doubt, may be the Purchaser or an Affiliate of the

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Purchaser or one or more Third Parties), to the extent permitted by and subject to applicable Law
and to any Contracts governing a Seller’s joint ownership of such Jointly Owned Patent, and
subject to any Liens existing thereon not discharged by the U.S. Sale Order or Canadian
Approval and Vesting Order, the undertakings specified in Sections 5.20 and 5.21, and any
licenses granted thereunder prior to the date of such transfer (it being understood that from and
after the Closing, no Seller shall voluntarily take any action to place any Liens on any Jointly
Owned Patents).
(b)
No Seller shall reject, repudiate or terminate any Contract governing such
Seller’s joint ownership of a Jointly Owned Patent, unless such Seller, prior to the date upon
which such Seller consummates its plan of reorganization, liquidation or arrangement in the
Bankruptcy Proceedings, provides the Purchaser at least 10 Business Days’ advance written
notice of such rejection, repudiation or termination (which notice shall specify the Contracts to
be rejected and the Jointly Owned Patents governed by such Contracts and furnishing, to the
extent the Sellers are not prohibited from doing so by such Contracts or by applicable Law, a true
and complete copy of such Contracts), provided, that, in any event, no Seller shall reject,
repudiate or terminate any Contract governing such Seller’s joint ownership of a Jointly Owned
Patent prior to the last commercially reasonable date on which it can do so in connection with
such Seller’s consummation of its plan of reorganization, liquidation or arrangement in the
Bankruptcy Proceedings.
SECTION 5.23.
Purchase of Specified UK Patents. The Sellers hereby
covenant, to the extent permitted by applicable Law, from and after the date hereof, to cooperate
with the Purchaser in conducting further diligence with respect to the Specified UK Patents and
facilitating the transfer of the Specified UK Patents to the Purchaser on the Closing Date. The
Parties hereby agree that at any time prior to the Closing, the Purchaser may elect, in its sole
discretion, to exclude any or all of the Specified UK Patents from the “Assets” and to not take an
assignment of such Specified UK Patents (in which case the Patent Related Documentation
relating solely thereto shall also be excluded), it being understood that any such election shall not
result in a decrease in purchase price.
SECTION 5.24.
Maintenance of Books and Records. After the Closing, the
Sellers shall preserve, until the first (1st) anniversary of the Closing Date (or such longer period
as may be required under applicable Law), all pre-Closing Date records to the extent relating to
the Assets possessed or to be possessed by such Person. After the Closing Date and until the
first (1st) anniversary of the Closing Date (or such longer period as may be required under
applicable Law), upon any reasonable request from the Purchaser, the relevant Seller shall,
and/or shall cause the Person holding such records to, (a) provide to the Purchaser or its
representatives reasonable access to such records during normal business hours and (b) provide
or permit the Purchaser or its respective representatives to make copies of such records, in each
case subject to reimbursement of the Sellers’ reasonable and actual out-of-pocket expenses in
connection with responding to such requests of the Purchaser, including provision of access to,
and segregation and duplication of, records; provided, however, that nothing herein shall require
any Seller to disclose any information to the Purchaser or its representatives if such disclosure
(i) would jeopardize any attorney-client or other legal privilege or contravene any applicable
Law, fiduciary duty or agreement (it being understood that the Sellers shall cooperate in any

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reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser
or its representatives to occur without so jeopardizing privilege or contravening such Law, duty
or agreement), (ii) would require the Sellers to disclose their Tax records, or (iii) involves
Excluded Assets. The Purchaser acknowledges that the Sellers are in the process of ceasing
active operations, and such reasonable access and costs may include the delay and expense of
retrieving documents from inactive storage. Such records may be sought under this Section 5.24
for any reasonable purpose, including to the extent reasonably required in connection with
accounting, litigation, federal securities disclosure or other similar needs of the Purchaser or its
representatives (other than, with respect to documents that do not describe the conception or
reduction to practice of any of the Transferred Patents, Jointly Owned Patents, Specified UK
Patents or Undisclosed Patent Interests, claims between the Sellers and the Purchaser or any of
their respective Subsidiaries under this Agreement or any Transaction Document).
Notwithstanding the foregoing but subject to Section 6.5, (1) any and all such records may be
destroyed by the Sellers if the Sellers send to the Purchaser written notice of their intent to
destroy such records, specifying in reasonable detail the nature of the records to be destroyed;
such records may then be destroyed after the sixtieth (60th) day following such notice unless the
Purchaser notifies the destroying party that the Purchaser desires to obtain possession of such
records to the extent it is entitled thereto under this Section 5.24, in which event the Sellers shall
transfer or cause to be transferred the records to the Purchaser and the Purchaser shall pay all
reasonable and actual out-of-pocket expenses of the Sellers in connection therewith, including
costs associated with the segregation of such records; and (2) the Sellers shall not be required to
provide the Purchaser or its representatives access to, or copies of, any Tax records or audited
financial statements covering any pre-Closing period. Nothing in this Section 5.24 shall limit or
prejudice any of the Purchaser’s rights at law or in equity relating to discovery, in the context of
a dispute between the Purchaser and a Seller or otherwise.
SECTION 5.25.

License Power of Attorney.

(a)
With respect to the Commercial Licenses and, as such terms are defined in
the Form of U.S. Sale Order set forth in Exhibit F and the form of the Canadian Approval and
Vesting Order set forth in Exhibit G, the TSAs, IPLAs, Intercompany Licenses and the GDNT
License, the Purchaser may exercise its rights under the License Power of Attorney only:
(i)
with respect to any such Contract, after a Seller that is a party to
such Contract dissolves or ceases to exist, or
(ii)
with respect to any and all such Contracts, at any time after (A) a
Seller has acted or omitted to act, as applicable, in contravention of its obligations
described in Paragraph 28(b) through (g) of the Form of U.S. Sale Order set forth
in Exhibit F and paragraph 14(b) through (g) of the Form of Canadian Approval
and Vesting Order set forth in Exhibit G; (B) the Purchaser has subsequently
provided such Seller with a notice entitled “NOTICE OF BREACH AND
INTENDED USE OF LICENSE POWER OF ATTORNEY,” alleging in
reasonable detail the occurrence of such contravening action or omission
described in the foregoing clause (A) and explaining why the Purchaser believes
such contravening action or omission constitutes a contravention of such
provisions, and (C) ten (10) Business Days have elapsed since the Purchaser
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provided such notice to such Seller pursuant to the foregoing clause (B), during
which time (x) the Purchaser did not subsequently agree that such act or omission
was not in contravention of the Sellers’ obligations described in (A) OR (y) the
Sellers did not obtain from a court of competent jurisdiction declaratory relief
stating that such Seller has neither acted nor omitted to act in contravention of
such obligations.
(b)
Following the first valid exercise of the License Power of Attorney
described in Section 5.25(a), the Purchaser shall provide the Sellers with written notice at least
five (5) Business Days in advance of its exercise of its rights under the License Power of
Attorney, unless such provision of such notice five (5) Business Days in advance is not
reasonably practicable under the circumstances, in which case the Purchaser shall give written
notice of its exercise of its rights under the License Power of Attorney as early as is reasonably
practicable under the circumstances.
(c)
With respect to any exercise of the License Power of Attorney with
respect to the obligations described in Paragraphs 28(a) and (h)(y) of the form of U.S. Sale Order
set forth in Exhibit F and Paragraphs 14(a) and (h)(y) of the form of Canadian Approval and
Vesting Order set forth in Exhibit G, the Purchaser shall provide the Sellers with written notice
at least five (5) Business Days in advance of its exercise of its rights under the License Power of
Attorney, unless such provision of such notice five (5) Business Days in advance is not
reasonably practicable under the circumstances, in which case the Purchaser shall give written
notice of its exercise of its rights under the License Power of Attorney as early as is reasonably
practicable under the circumstances.
SECTION 5.26.
Exclusivity. No Seller shall (and each Seller shall cause its
directors, officers, employees, consultants, representatives and other advisors not to and use its
best efforts to cause its Affiliates not to), directly or indirectly, at any time prior to the later of
the entry of the U.S. Sale Order by the U.S. Bankruptcy Court and the granting of the Canadian
Approval and Vesting Order by the Canadian Court, (i) initiate, solicit or knowingly encourage
(including by way of furnishing information or assistance), or knowingly induce, the submission
or announcement of any proposal or offer for an Alternative Transaction, or (ii) enter into any
letter of intent, memorandum of understanding, asset sale agreement or other agreement,
arrangement or understanding relating to any Alternative Transaction.
SECTION 5.27.

Optioned Licenses.

(a)
At any time after the date hereof but prior to the Closing Date, Purchaser
shall have the right, by delivery of written notice to the Sellers, to require the Sellers to, and each
Seller hereby agrees that it shall, concurrently with the Closing but immediately prior to the sale,
conveyance, transfer, assignment and delivery to the Purchaser of the Assets, enter into one or
more licenses with the Purchaser and/or one or more of the Purchaser’s limited partners
(collectively, the “Optioned Licenses”) in the form or forms proposed by the Purchaser and
acceptable to the Sellers (it being understood that the provisions in the Optioned Licenses
relating to the field of use, scope of licensed products and services, releases by parties other than
the Sellers, termination for breach, and assignment or change of control shall be determined by
the Purchaser and shall not be subject to the Sellers’ acceptance), in exchange for an aggregate

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amount of upfront license fees not to exceed $1,000,000,000 in respect of all such Optioned
Licenses (such aggregate amount, the “Optioned Licenses Fees”). If Purchaser requires the
Sellers to enter into Optioned Licenses, Purchaser shall pay or cause to be paid to the
Distribution Agent, on the Closing Date in immediately available funds, the Optioned Licenses
Fees, and the Purchase Price otherwise payable by Purchaser pursuant to Section 2.2 shall be
reduced by the amount of the Optioned Licenses Fees.
(b)
(i)
Purchaser shall defend, indemnify and hold harmless each of the
Seller Licensing Indemnitees from and against any and all Damages suffered by any Seller
Licensing Indemnitee that arise out of, or result from or are caused by the Sellers’ execution,
delivery and performance of the Optioned Licenses other than with respect to Taxes, which shall
be governed by Section 5.27(b)(ii).
(ii)
(A) Purchaser shall pay on Closing to the Canadian Sellers Fifteen Million
Dollars ($15,000,000) in respect of the utilization of tax attributes of the Canadian Sellers as a
result of the receipt of the Optioned Licenses Fees;
(B)
From the Closing Date until the expiration of the applicable statutes of
limitation (or reassessment periods), Purchaser shall (x) indemnify and hold the Canadian Sellers
harmless on an after-Tax basis from and against any Incremental Taxes paid or payable by a
Canadian Seller pursuant to applicable Law; (y) indemnify and hold the U.S. Sellers harmless on
an after-Tax basis from and against any Incremental Taxes paid or payable by a U.S. Seller
pursuant to applicable Law; and (z) indemnify and hold the EMEA Sellers, Joint Administrators
and the French Liquidator harmless on an after-Tax basis from and against any Incremental
Taxes paid or payable by an EMEA Seller pursuant to applicable Law;
(C)
(x) the Purchaser will pay the Optioned License Fees to the Sellers, Joint
Administrators and the French Liquidator free and clear of and without deduction or withholding
for withholding Taxes or any other amounts; provided that if the Purchaser shall be required
under applicable Law to deduct or withhold any amount from the Optioned Licenses Fees, then
(i) the amount payable shall be increased as necessary so that, after making all required
deductions or withholdings (including deductions or withholdings applicable to additional
amounts payable), the Sellers, Joint Administrators and the French Liquidator receive an amount
equal to the sum they would have received had no such deduction or withholding been made, (ii)
the Purchaser shall make such deduction or withholding, and (iii) the Purchaser shall pay to the
relevant Tax Authority in accordance with applicable Law the full amount deducted or withheld;
provided, further, that Purchaser shall have no obligation to pay additional amounts pursuant to
clause (i) of the preceding proviso to the extent that the withholding Taxes are attributable to a
Seller’s failure to comply with the requirements of Section 5.27(b)(ii)(C)(y) unless such failure is
due to the Purchaser’s failure to cooperate fully with any Seller for the purposes of obtaining any
exemption or reduction referred to in Section 5.27(b)(ii)(C)(y). The Purchaser shall promptly
furnish the Sellers, Joint Administrators and the French Liquidator with such evidence as may be
required by the applicable Tax Authorities to establish that any such Tax has been paid, and shall
indemnify and hold harmless the Sellers, Joint Administrators and French Liquidator on an afterTax basis from any liability for penalties or interest due to the payor’s failure to timely withhold
and remit amounts in respect of Taxes to the applicable Tax Authority;

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(y) If the Purchaser determines that a Seller is entitled to an exemption
from or reduction of withholding Tax under the law of any jurisdiction in which Purchaser or its
limited partners were formed or are located, or under any treaty to which such jurisdiction is a
party with respect to the Optioned Licenses Fees, such Seller shall deliver at the time or times
prescribed by applicable Law or reasonably requested by Purchaser, such properly completed
and executed documentation prescribed by applicable Law and as reasonably requested by the
Purchaser and provided that the Purchaser cooperates with any such Seller to the extent
necessary for obtaining any such exemption or reduction as will permit such payments to be
made without withholding or at a reduced rate, provided that such Seller is legally entitled to
complete, execute and deliver such documentation; and
(D)
If any Seller becomes aware of any circumstances that could cause
Purchaser to be required to indemnify any Seller, the Joint Administrators or the French
Liquidator pursuant to Section 5.27(b)(ii)(B), such Seller shall promptly provide written notice to
Purchaser. The Sellers shall, at the request of Purchaser and at Purchaser's expense, use
commercially reasonable efforts (taking into account available resources) to object to, challenge,
or appeal any assessment, audit, or administrative or judicial proceeding that could result in the
denial of or limitation on the applicability, availability, or amount of any losses, undeducted
expenses, Tax credits or any other Tax attributes of the Sellers (a “Tax Attribute Contest”). In
furtherance of the foregoing, the Sellers shall (i) provide Purchaser with a timely account of each
phase of such Tax Attribute Contest, (ii) provide Purchaser with copies of all written materials
prepared or furnished in connection with such Tax Attribute Contest and (iii) permit Purchaser to
participate in any Tax Attribute Contest to the extent permitted by applicable Law.
Notwithstanding the foregoing, the Sellers shall not be required to pursue any Tax Attribute
Contest or permit Purchaser to participate in or control any Tax Attribute Contest to the extent
that they determine, in their reasonable discretion, that doing so would be administratively
burdensome in the circumstances or would materially delay or impede the CCAA Cases, Chapter
11 Cases or EMEA Cases.
(iii) For the avoidance of doubt, subject to any provisions in this Agreement to
the contrary, each party may report the transactions on its tax returns in its sole discretion.
SECTION 5.28.

Transferring Employees.

(a)
Purchaser shall cause one of its limited partners to, and the relevant Sellers
named therein shall, enter into that certain Employee Transfer Side Agreement as set forth on
Exhibit H.
(b)
Other than as provided for in 2.1.3(d), 5.28(c) or the Employee Transfer
Side Agreement, the Sellers shall retain, and none of the Purchaser or its limited Partners shall
assume or be deemed to have assumed, any Liabilities of the Sellers or their Affiliates relating to
Employees (the “Excluded Employee Liabilities”). The Excluded Employee Liabilities shall
include, but not be limited to, the following:
(i)
the Sellers’ or any of their Affiliates’ obligations to contribute to,
make payments with respect to or provide benefits under any employee benefit

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plan or arrangement of any Seller, any obligation to provide continuation
coverage pursuant to COBRA under any employee benefit plan or arrangement of
any Seller that is a “group health plan” (as defined in Section 5000(b)(1) of the
Code) to the Transferring Employees and/or their qualified beneficiaries with
respect to a COBRA qualifying event that occurs prior to the Closing; and
(ii)
any Liabilities relating to the Employees or any former employees
employed by the Sellers (with respect only to such employees’ employment with
the Sellers), including payments or entitlements that Sellers or any of their
Affiliates may owe or have promised to pay to any current or former Employees,
including wages, other remuneration, holiday, bonus, severance pay (statutory or
otherwise), commission, post-employment medical or life obligations, pension
contributions or benefits, Taxes, ERISA Affiliate Liability, any obligation,
liability or expense relating to any employment agreement or contract, the
employment practices of Sellers or any of their Affiliates prior to the Closing
Date and any other liability, payment or obligations related to current or former
Employees, including any Liabilities relating to actions of the Sellers arising on or
prior to the Closing Date, any workers compensation, labor, social welfare or
similar Law, if any, including any such Liabilities arising out of or resulting from
the Closing and/or the consummation of the transactions contemplated by this
Agreement, other than with respect to liabilities incurred after the Closing Date by
Transferring Employees who are terminated by one of Purchaser’s limited
partners after the Closing Date.
(c)
The Purchaser shall bear severance costs incurred by the Sellers in
connection with the termination of employment by Sellers of the Employees (other than the
Transferring Employees (as defined in the Employee Transfer Side Agreement); provided,
however, that the amount of such severance costs to be paid by the Purchaser shall not exceed
$2,600,000.
(d)
The terms and provisions of this Section 5.28 are for the sole benefit of the
Sellers and the Purchaser. Nothing contained herein, express or implied (i) shall be construed to
establish, amend or modify any employee benefit plans, programs, agreements or arrangements
of any of the Sellers or the Purchaser, (ii) shall alter or limit the ability of the Purchaser or any of
its limited partners to amend, modify or terminate any employee benefit plans, programs,
agreements or arrangements after the Closing Date, (iii) is intended to confer or shall confer
upon any current or former employee any right to employment or constitute or create an
employment agreement with any Transferring Employees or (iv) is intended to confer or shall
confer upon any individual or any legal representative of any individual any right as a third party
beneficiary of this Agreement.

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ARTICLE VI
TAX MATTERS
SECTION 6.1.

Transfer Taxes.

(a)
The Parties agree that the Purchase Price is exclusive of any Transfer
Taxes. The Purchaser shall promptly pay directly to the appropriate Tax Authority all applicable
Transfer Taxes that may be imposed upon or payable or collectible or incurred in connection
with this Agreement or the transactions contemplated herein, or that may be imposed upon or
payable or collectible or incurred in connection with the execution of any other Transaction
Document; provided, that if any such Transfer Taxes are required to be collected, remitted or
paid by a Seller, the Joint Administrators, or the French Liquidator or any Subsidiary, Affiliate,
representative or agent thereof, such Transfer Taxes shall be paid by the Purchaser to such Seller,
Joint Administrators, French Liquidator, Subsidiary, Affiliate or agent, as applicable, at the
Closing or thereafter, as requested of or by the applicable Seller, Joint Administrators or French
Liquidator. Upon request from a Seller, the Joint Administrators or the French Liquidator, the
Purchaser shall provide to such Seller, Joint Administrators or French Liquidator an original
receipt (or such other evidence as shall be reasonably satisfactory to such Seller, Joint
Administrator or French Liquidator) evidencing the payment of Transfer Taxes by the Purchaser
to the applicable Tax Authority under this Section 6.1. For the avoidance of doubt, the Purchaser
shall remain liable in respect of any Transfer Taxes regardless of the date that the Assets are
removed from the premises of a Seller or any Seller’s supplier. All other Closing expenses will
be paid by the Party incurring such expenses.
(b)
If the Purchaser wishes to claim any exemption relating to, or a reduced
rate of, or make an election with the effect of reducing, or engage in any other transaction
designed to reduce, Transfer Taxes, in connection with this Agreement or the transactions
contemplated herein, or in connection with the execution of any other Transaction Document, the
Purchaser shall be solely responsible for ensuring that such exemption, reduction or election
applies and, in that regard, shall provide the Sellers, Joint Administrators or French Liquidator
(as applicable) prior to Closing with its permit number, GST/HST, VAT, provincial sales taxes
or other similar registration numbers and/or any appropriate certificate of exemption, election
and/or other document or evidence to support the claimed entitlement to such exemption or
reduction by the Purchaser. All parties shall make commercially reasonable efforts to cooperate
to the extent necessary to obtain any such exemption or reduction. Notwithstanding the
foregoing, any such cooperation to be provided in this Section 6.1(b) shall not include or extend
to (i) a liquidation or restructuring of a Seller or any business of a Seller, including the transfer of
any assets or Assets or liabilities or Assumed Liabilities between the Sellers or their Affiliates,
unless the Seller or the relevant Affiliate is indemnified (prior to such liquidation or
restructuring) against any cost or expense of such liquidation or restructuring to its satisfaction
(acting at all times reasonably and in good faith); (ii) any action or omission that would result in
the imposition on any Seller or any Affiliate of any Seller of any additional Tax liability or
making any additional payment to any Tax Authority or Government Entity in respect of Tax
which is an Excluded Liability, unless such Seller or Affiliate is (prior to the relevant action or
omission) indemnified against such additional Tax liability or payment; (iii) any action or
omission that would result in any material out of pocket cost or expense for any Seller or any
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Affiliate of any Seller, unless such Seller or Affiliate is (prior to the relevant action or omission),
indemnified against such cost or expense to their satisfaction (acting at all times reasonably and
in good faith) by the Purchaser; (iv) any action or omission which would cause the Sellers or any
Affiliates of the Sellers to be in contravention of any applicable Law (including Bankruptcy
Law) or published practice of a Tax Authority; (v) changing the identity or Tax residence of any
Sellers, the location of any Assets or Assumed Liabilities, the nature or extent of any Assets or
Assumed Liabilities, the Assets or Assumed Liabilities to be transferred by any particular Seller
or the structure of the transaction as an asset sale rather than the sale of any form of entity, unless
the Seller or the relevant Affiliate is indemnified (prior to such action) against any cost or
expense of such action to its satisfaction (acting at all times reasonably and in good faith); or
(vi) any reduction in the obligations of the Purchaser or rights of the Sellers.
It is agreed and acknowledged that for the purposes of this Section 6.1, “Transfer
Taxes” do not include VAT in respect of any supply (or deemed supply) of goods and services
pursuant to this Agreement, for which the provisions of Section 6.9 shall apply instead.
SECTION 6.2.
Withholding Taxes. If the Purchaser is required for any
reason to deduct or withhold from any payment made pursuant to this Agreement or any other
Transaction Document (other than the Optioned License Fees, which shall be governed by
Section 5.27(b)(ii)(C)), for any Tax imposed by a Tax Authority solely as a result of the identity
of the Purchaser, the residence of the Purchaser or in respect of income of the Purchaser, but not
for any other reason, and if the applicable Seller, Joint Administrators or French Liquidator after
exercising commercially reasonable efforts is unable to recover such Tax from such Tax
Authority, the payment of the Purchase Price shall be increased to an amount which, after taking
into account such deduction or withholding or Tax, will result in payment to the applicable
Seller, Joint Administrators or French Liquidator of the full amount such Seller, Joint
Administrators or French Liquidator would have received from the Purchaser had no such
deduction or withholding been made or Tax been liable. The Purchaser shall promptly furnish
the Sellers, Joint Administrators and French Liquidator with such evidence as may be required
by the applicable Tax Authorities to establish that any such Tax has been paid, and shall
indemnify and hold harmless the Sellers, Joint Administrators and French Liquidator on an afterTax basis from any liability for penalties or interest due to the payor’s failure to timely withhold
and remit amounts in respect of Taxes to the applicable Tax Authority. The Purchaser shall
promptly, and in any event not later than thirty (30) days prior to Closing, inform the Seller, Joint
Administrators and French Liquidator, that either (i) deductions or withholdings as referred to in
this Section 6.2 are required, or (ii) no such deductions or withholdings are required. In the
event that the Purchaser notifies that such deductions or withholdings are required, the applicable
Seller, Joint Administrators or French Liquidator shall take no action inconsistent with the
information contained in such notice unless such action is required to be taken in order to comply
with any applicable Law or Tax Authority published practice.
SECTION 6.3.
Tax Characterization of Payments Under This Agreement.
The Sellers and the Purchaser agree to treat all payments made either to or for the benefit of the
other Party under this Agreement (other than any interest payments and Optioned Licenses Fees)
as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for
purposes hereof to the extent permitted under applicable Tax Law.

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SECTION 6.4.

Apportionment of Taxes.

(a)
Except as otherwise provided in Section 5.27 or in this Article VI, (i) the
Sellers shall and shall cause the Other Sellers, as the case may be, to bear all Taxes of any kind
relating to the Assets for all Tax periods or portions thereof ending on or before the Closing Date
and all Taxes resulting from the disposition of the Assets and the receipt of the Optioned
Licenses Fees, and (ii) the Purchaser shall bear all Taxes relating to the Assets for all Tax periods
or portions thereof beginning after the Closing Date.
(b)
For purposes of this Agreement, any Taxes for a “Straddle Period” (a
Tax period that includes, but does not end on, the Closing Date) shall be apportioned between the
Sellers, on the one hand, and the Purchaser, on the other hand, based on the portion of the period
ending on and including the Closing Date and the portion of the period beginning after the
Closing Date, respectively. The amount of any Taxes based on or measured by income or
receipts related to the Assets shall be allocated between the Pre-Closing Taxable Period and the
Post-Closing Taxable Period on a closing-of-the-books (at midnight on the Closing Date) basis.
The amount of other Taxes shall be allocated between the Pre-Closing Taxable Period and the
Post-Closing Taxable Period in the following manner: (i) in the case of a Tax imposed in respect
of property (excluding, for the avoidance of doubt, any income Tax) and that applies ratably to a
Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total
amount of such Tax for the period in question multiplied by a fraction, the numerator of which is
the total number of days in such portion of such Straddle Period and the denominator of which is
the total number of days in such Straddle Period, and (ii) in the case of sales, value-added and
similar transaction-based Taxes (other than Transfer Taxes allocated under Section 6.1), such
Taxes shall be allocated to the portion of the Straddle Period in which the relevant transaction
occurred.
SECTION 6.5.

Records.

(a)
Except as provided elsewhere in this Section 6.5, (i) after the Closing
Date, the Purchaser, on the one hand, and the Sellers, on the other hand, will make available to
the other, as reasonably requested, and to any Tax Authority, all information, records or
documents relating to liability for Taxes with respect to the Assets or the Assumed Liabilities for
all periods prior to or including the Closing Date (including Straddle Periods), and will preserve
such information, records or documents until the expiration of any applicable statute of
limitations or extensions thereof, and (ii) in the event that one party needs access to records in
the possession of a second party relating to any of the Assets or the Assumed Liabilities for
purposes of preparing Tax Returns or complying with any Tax audit request, subpoena or other
investigative demand by any Tax Authority, or for any other legitimate Tax-related purpose not
injurious to the second party, the second party will allow representatives of the other party such
access as is reasonably necessary to such records during regular business hours at the second
party’s place of business for the sole purpose of obtaining information for use as aforesaid and
will permit such other party to make extracts and copies thereof as may be reasonably necessary
or convenient. The obligation to cooperate pursuant to this Section 6.5 shall terminate at the
time the relevant applicable statute of limitations expires (giving effect to any extension thereof),
provided, that, beginning on the date that is one year following the Closing Date, the obligations

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of the Sellers under this Section 6.5(a) shall be limited to commercially reasonable efforts, taking
into account available personnel and resources.
(b)
At any time within the ten (10) years immediately following the Closing,
NNL and Nortel Networks Technology Corporation (“NNTC”) may cause copies of Restricted
Technical Records to be placed into escrow with the Records Custodian, who shall hold such
Restricted Technical Records for a term ending no later than ten (10) years after the Closing Date
in accordance with an escrow agreement between the Purchaser, NNL and NNTC and the
Records Custodian, in form satisfactory to the Purchaser, NNL and NNTC. The escrow
agreement will provide for access to the copies of the Restricted Technical Records only by the
relevant Canadian Tax Authority or by Tax advisors of any purchaser (“Tax Credit Purchaser”)
relating to the scientific research and experimental development Tax credits of NNL and NNTC
under the Income Tax Act (Canada), and only if such advisors have executed an appropriate
confidentiality agreement in form satisfactory to the Purchaser, acting reasonably. The access
permitted by the escrow agreement shall be only for the limited purpose of defending any audit,
claim or action by any Canadian Tax Authority in respect of the characterization of expenditures
by NNL or NNTC as qualified expenditures on scientific research and experimental development
for purposes of the applicable provisions of the Income Tax Act (Canada) (“Qualified
Expenditures”).
(c)
The Purchaser shall use commercially reasonable efforts to make available
to the relevant Taxing Authority or Tax advisors of the Tax Credit Purchaser, those former
employees of NNL or NNTC, as the case may be, with direct knowledge of the Qualified
Expenditures who are then employed by the Purchaser and whose cooperation is necessary for
the purpose of defending any audit, claim or action by any Taxing Authority of the
characterization of expenditures by NNL or NNTC, as the case may be, as Qualified
Expenditures, and provided that such advisors have executed an appropriate confidentiality
agreement satisfactory to the Purchaser.
(d)
The Purchaser shall have no obligation to provide any access under
Section 6.5(c) unless NNL or NNTC (if there is no Tax Credit Purchaser in respect of the request
for access) or the Tax Credit Purchaser pays all the Purchaser’s reasonable expenses in
connection with Section 6.5(c), including a reasonable per diem rate for access to former
employees of NNL or NNTC, as the case may be (based on the total compensation of the
employee at the time access is provided).
(e)

The obligations of the Sellers under Section 6.5(a) shall be subject to the

following:
(i)
the parties agree and acknowledge that the Sellers shall be entitled,
prior to any disclosure or making available, to redact the relevant information,
records or documents as they hold to ensure that they show only information
relevant to the Assets or Assumed Liabilities and do not show any other
information except as required by applicable Law;
(ii)
the Sellers, on the one hand, and the Purchaser, on the other hand,
shall not be obliged to provide any access under Section 6.5(a) unless the

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requesting party pays all of the reasonable costs and expenses of the party
granting access, in each case incurred in connection with the granting of such
access, including a reasonable hourly rate for access to employees or agents of the
party granting access (based on the total compensation of the employee or agent
at the time that access is provided); and
(iii) the Sellers shall not be required, pursuant to Section 6.5(a), to
provide the Purchaser with access to or copies of any working papers or other
documentation (including court orders or other documents) prepared by, or
relating to, the Joint Administrators or the French Liquidator which the Joint
Administrators or the French Liquidator are required to maintain in confidence
under applicable Law.
SECTION 6.6.
Tax Disclosure. Notwithstanding anything to the contrary
in this Agreement, except as reasonably necessary to comply with applicable securities laws and
regulations, any party may (i) consult any Tax adviser regarding the U.S. federal income Tax
treatment or Tax structure of the transactions contemplated by this Agreement, and (ii) disclose
to any and all persons, without limitation of any kind, the U.S. federal income Tax treatment and
Tax structure of the transactions contemplated hereunder and all materials of any kind (including
opinions or other Tax analyses) that are provided to the taxpayer relating to such Tax treatment
and Tax structure (but without disclosure of identifying information or any nonpublic
commercial or financial information); provided, however, that clause (ii) of this paragraph shall
not apply until the date of the public announcement of the execution of this Agreement and
performance of the transactions contemplated hereunder. For this purpose, “Tax structure” is
limited to any facts relevant to the U.S. federal income Tax treatment of the transactions
contemplated hereunder.
SECTION 6.7.

Tax Returns.

(a)
The Sellers shall be responsible for the preparation and timely filing
(taking into account any extensions received from the relevant Tax Authorities) of all Tax
Returns in respect of the Assets, for all Pre-Closing Taxable Periods (other than any Tax Returns
with respect to Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.7(b)).
Such Tax Returns shall be true, correct and complete in all material respects. Except as
otherwise provided in this Agreement, all Taxes indicated as due and payable on such Tax
Returns shall be paid by (or shall be caused to be paid by) the Sellers as and when required by
Law.
(b)
Each Transfer Tax Return with respect to Transfer Taxes imposed in
respect of this Agreement and the transactions contemplated hereunder or in respect of the
execution of any other Transaction Document shall be prepared by the Party that customarily has
primary responsibility for filing such Transfer Tax Return pursuant to the applicable Tax Laws.
The Sellers shall make available to the Purchaser that portion of such Transfer Tax Returns
prepared by the Sellers that is applicable to the sale and purchase transaction contemplated by
this Agreement, and, to the extent not already disclosed, such information as will enable the
Purchaser to review such portion of such Transfer Tax Returns at least ten (10) Business Days
before such Tax Returns are due to be filed, and such portion of such Transfer Tax Returns shall

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be revised before filing as reasonably requested by the Purchaser. The Purchaser shall pay to the
Sellers any amount of Transfer Taxes payable in respect of Transfer Tax Returns to be filed by
the Sellers pursuant to this Section 6.7(b) at least one (1) Business Day before such Transfer Tax
becomes due and payable in each case to the extent such Transfer Taxes are the responsibility of
the Purchaser pursuant to Section 6.1(a).
(c)
The Purchaser shall be responsible for the preparation and timely filing
(taking into account any extensions received from the relevant Tax Authorities) of all Tax
Returns with respect to the Assets for all Post-Closing Taxable Periods and Straddle Periods,
provided that for the avoidance of doubt, nothing in this Section 6.7(c) shall give the Purchaser
any rights over the Tax Returns of the Sellers (a) that are required to be submitted to any relevant
Tax Authority and which relate to such Sellers’ taxable income and gains for the taxable period
during which Closing takes place, or (b) that are in respect of VAT. Such Tax Returns shall be
true, correct and complete in all material respects and shall be prepared on a basis consistent with
Tax Returns prepared for prior taxable periods unless a different treatment of any item is
required by Law or this Transaction. All Taxes indicated as due and payable on such Tax
Returns shall be paid by (or shall be caused to be paid by) the Party responsible therefor pursuant
to Section 6.4(b) hereof as and when required by Law. Nothing in this Section 6.7(c) shall
prejudice the rights of the Parties under Section 2.2.3(b).
(d)
The Sellers shall be entitled to review and comment on any Tax Return
(other than a Transfer Tax Return described in Section 6.7(b)) prepared by the Purchaser for any
Straddle Period before any such Tax Return is filed. The Purchaser shall submit a draft of any
such Tax Return to the NA Sellers at least sixty (60) days before the date such Tax Return is
required to be filed with the relevant Tax Authority. The NA Sellers shall have fifteen (15) days
after the date of receipt thereof to submit to the Purchaser, in writing, the NA Sellers’ written
comments with respect to such Tax Return. The Purchaser shall notify the NA Sellers within
fifteen (15) days after receipt of such comments of (a) the extent, if any, to which the Purchaser
accepts such comments and will file such Tax Return in accordance therewith and (b) the extent,
if any, to which the Purchaser rejects such comments. To the extent the Purchaser rejects the
comments of the NA Sellers, the Purchaser and the NA Sellers promptly shall negotiate in good
faith to resolve their disagreements; if no agreement has been reached within ten (10) days, the
parties immediately shall appoint an Accounting Arbitrator to determine the correct manner for
reporting the items that are in dispute and shall provide to the Accounting Arbitrator all relevant
information. The Accounting Arbitrator shall have fifteen (15) days to submit its determination,
which shall be binding upon the Parties, and the Purchaser shall file such Tax Return in
accordance therewith. The fees and expenses of the Accounting Arbitrator shall be paid by the
Party whose position is deemed to be least correct by the Accounting Arbitrator.
(e)
It is agreed and acknowledged that for the purposes of this Section 6.7,
“Transfer Taxes” do not include VAT in respect of any supply (or deemed supply) of goods and
services pursuant to this Agreement, for which the provisions of Section 6.9 shall instead apply,
except that and for the avoidance of doubt, for the purposes of Section 2.2.3(b), “Transfer Tax
Returns” shall include Tax Returns with respect to VAT.

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SECTION 6.8.

Canadian Tax Election.

(a)
If the Purchaser is a resident of Canada for purposes of the Income Tax
Act (Canada) (and any equivalent provincial statute) and provided that a portion of the Assets
transferred pursuant to this Agreement by the NA Sellers and Other Sellers to the Purchaser is
being transferred to the Purchaser in consideration for the Purchaser assuming prepaid
obligations of the NA Sellers and Other Sellers to deliver goods or provide services in the future,
the NA Sellers and Other Sellers and the Purchaser will prepare, execute and file, on a timely
basis and using any prescribed form, a joint election under subsection 20(24) of the Income Tax
Act (Canada) (and any equivalent provincial statute) as to such assumption hereunder, and
prepare their respective Tax Returns in a manner consistent with such joint election. The elected
amount will be jointly determined by the NA Sellers and Other Sellers and the Purchaser, acting
reasonably. The NA Sellers and Other Sellers and the Purchaser will make any required
elections under corresponding provincial or territorial law and the foregoing provisions will
apply mutatis mutandis in respect thereof.
(b)
To the extent the NA Sellers and Other Sellers and the Purchaser cannot
agree on the amount to be elected under subsection 20(24) of the Income Tax Act (Canada) (and
any equivalent provincial statute), the NA Sellers and Other Sellers and the Purchaser promptly
shall negotiate in good faith to resolve their disagreements; if no agreement has been reached
within five (5) days, the relevant parties immediately shall appoint an Accounting Arbitrator to
determine the correct amount to be elected and shall provide to the Accounting Arbitrator all
relevant information. The Accounting Arbitrator shall have thirty (30) days to submit its
determination, which shall be binding upon the Parties, and the Parties shall file all relevant
elections and Tax Returns in accordance therewith. The fees and expenses of the Accounting
Arbitrator shall be paid by the Party whose position is deemed to be least correct by the
Accounting Arbitrator.
SECTION 6.9.

VAT.

(a)
All sums payable by the Purchaser under this Agreement and/or in respect
of the Optioned Licenses shall be exclusive of VAT and, except to the extent Section 6.9(d)
applies, where a sum is paid by the Purchaser pursuant to this Agreement and/or in respect of the
Optioned Licenses in consideration for any supply (or deemed supply) of goods or services by
any of the EMEA Sellers the Purchaser shall, in addition to the consideration payable for such
supply, pay to the relevant EMEA Seller, on receipt of an appropriate VAT invoice, an amount
equal to the VAT (if any) determined in accordance with Section 2.2.3(b) as, or (as appropriate)
determined by the relevant EMEA Seller(s) as arising in respect of such supply together with all
interest and penalties thereon (except to the extent that such interest or penalties arise other than
as a result of a failure of the Purchaser to comply with any of its obligations pursuant to this
Section 6.9), with payment to be made by the Purchaser within five (5) Business Days of receipt
of an appropriate valid VAT invoice or Closing (whichever is the later), provided that, no
payment shall be due from the Purchaser in respect of VAT pursuant to this Section 6.9(a) or
Section 6.9(e) in circumstances where the EMEA Seller, the Joint Administrator or French
Liquidator issues a VAT invoice to the Purchaser outside of any applicable time limits within
which the Purchaser (or a member of its VAT group) can claim credit for the relevant input tax,
and provided further that, for the avoidance of doubt, any amount payable pursuant to this

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Section 6.9(a) in respect of any Optioned Licenses shall be an amount determined by the relevant
EMEA Seller(s).
(b)
For the avoidance of doubt, and without prejudice to the generality of this
Section 6.9, if the relevant EMEA Seller or Joint Administrators or French Liquidator forms the
view, acting reasonably, that the supply by the EMEA Sellers of any Assets or assumption from
the EMEA Sellers of any Assumed Liabilities (if relevant) is subject to VAT, or that any other
amounts payable by the Purchaser or any other supplies made to the Purchaser in each case
pursuant to this Agreement and/or in respect of the Optioned Licenses are subject to VAT, then,
except to the extent Section 6.9(d) applies, the relevant EMEA Seller(s) or the Joint
Administrators or the French Liquidator shall be entitled to provide the Purchaser with a VAT
invoice in respect of the supply in question.
(c)
Subject to any contrary provision of this Agreement, a VAT invoice
served by any EMEA Seller or the Joint Administrators or the French Liquidator in good faith
and in accordance with applicable VAT laws, absent manifest error, shall be accepted by the
Purchaser as valid, including in relation to amounts of VAT stated in such invoice, except to the
extent the Purchaser has paid the applicable VAT by virtue of Section 6.9(d) below.
(d)
Where the liability for VAT in respect of any supply is a liability of the
Purchaser (whether under Section 8 of the Value Added Tax Act 1994 or similar or equivalent
provisions in any member of the European Union) the Purchaser shall account for such VAT to
the relevant Tax Authority within any applicable time limits.
(e)
In the event that an amount in respect of VAT is payable under the terms
of this Agreement and/or in respect of the Optioned Licenses in respect of a supply and: (1) the
consideration amount as indicated on the relevant VAT invoice in respect of such supply differs
from the actual consideration amount for that supply for VAT purposes (including, but not
limited to, situations where the Purchase Price is adjusted in accordance with any provision of
this Agreement, and/or the allocation of the Purchase Price to any Assets or Assumed Liabilities
is amended, whether pursuant to Section 2.2.3 or otherwise); (2) a Tax Authority determines in
writing that a supply by any EMEA Seller in respect of which the Purchaser has paid VAT
should properly be characterized as a supply on which VAT does not arise; or (3) for any reason
the rate of VAT applicable to the supply in question is changed, then the relevant EMEA
Seller(s) and the Purchaser agree to co-operate in good faith to correct all relevant VAT invoices
and VAT returns and (without prejudice to the generality of the foregoing):
(i)
where the purchase price for any Assets and/or Assumed
Liabilities (if relevant) is increased, or VAT otherwise becomes due, the
Purchaser shall pay to the relevant EMEA Seller (or relevant Tax Authority,
where applicable) an amount equal to any additional VAT that becomes due as a
result of such increase with payment to be made by the Purchaser within five (5)
Business Days of receipt of an appropriate valid VAT invoice or Closing,
whichever is the later; and
(ii)
where the purchase price for any Assets and/or Assumed
Liabilities (if relevant) is decreased, or to the extent that a relevant Tax Authority

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determines in writing that a supply by any EMEA Seller in respect of which the
Purchaser has paid an amount in respect of VAT should properly be characterised
as a supply on which VAT does not arise, or where the rate of VAT applicable to
the supply in question is decreased, or where the Purchaser has otherwise paid an
amount in respect of VAT to an EMEA Seller under Section 6.9(a) that was not
due, the relevant EMEA Seller shall, without unreasonable delay, issue an
appropriate and valid VAT credit note or equivalent to the Purchaser and shall use
its reasonable endeavors to recover the Excess VAT and, to the extent the Excess
VAT is actually recovered and retained by it (or by any member of its VAT
group) or is creditable by any EMEA Seller against any VAT liability of an
EMEA Seller (or is so creditable by any member of its VAT group), the relevant
EMEA Seller shall, without unreasonable delay, pay such Excess VAT to the
Purchaser, and for the purposes of this Section 6.9(e)(ii), “Excess VAT” means
the amount in respect of VAT actually paid (after deducting any previous refund
under this Section 6.9(e)(ii)) by the Purchaser that should not have been paid,
taking into account the decrease in purchase price, the incorrect characterization
of a supply, the decrease in the VAT rate or the amount in respect of VAT that
was paid to an EMEA Seller that was otherwise not due.
(f)
The EMEA Sellers, Joint Administrators, French Liquidator and the
Purchaser agree to act in good faith in accordance with Section 2.2.3 for all purposes relating to
VAT (including the preparation and filing of any VAT invoices or Tax Returns with respect to
VAT).
(g)
If it is not possible for the EMEA Sellers, Joint Administrators, French
Liquidator and the Purchaser in accordance with Section 2.2.3 to determine before the date
falling five (5) Business Days prior to Closing an amount of consideration for the purposes of
VAT invoicing (notwithstanding that the Purchaser has not by such date delivered a proposed
Partial Allocation pursuant to Section 2.2.3(b)) and in all cases in respect of all sums payable in
respect of any Optioned Licenses, then:
(i)
where any of the EMEA Sellers, the Joint Administrators or the
French Liquidator are required to account to a Tax Authority for VAT in respect
of the supply of any goods or services under this Agreement and/or in respect of
the Optioned Licenses, subject to Section 6.9(e), the determination of the relevant
EMEA Seller or the Joint Administrators or the French Liquidator (in each case,
acting reasonably) shall be accepted by the parties for VAT purposes in respect of
such goods or services until and unless replaced pursuant to Section 6.9(e); and
(ii)
where the Purchaser is required to account to a Tax Authority for
VAT in respect of the supply of any goods or services under this Agreement
and/or in respect of the Optioned Licenses, subject to Section 6.9(e), the
determination of the Purchaser (acting reasonably) shall be accepted by the parties
for VAT purposes in respect of such goods or services unless and until replaced
pursuant to Section 6.9(e).

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ARTICLE VII
CONDITIONS TO THE CLOSING
SECTION 7.1.
Conditions to Each Party’s Obligation. The Parties’
obligation to effect the Closing is subject to the satisfaction or the express written waiver by all
of the Primary Parties, at or prior to the Closing, of the following conditions:
(a)
No Injunctions or Restraints. Subject to Section 5.6(f), there shall be in
effect no Law, or any order, injunction, decree or judgment of any court or other Government
Entity prohibiting, preventing or making illegal the consummation of any of the transactions
contemplated hereby.
(b)
U.S. Sale Order, Canadian Approval and Vesting Order, and French
Court Order. The U.S. Sale Order shall have been entered in the form of Exhibit F in
accordance with Section 5.1(b), shall not have been modified, revised, vacated or amended in a
manner inconsistent with the provisions of Section 5.1(b) and shall have become a Final Order.
The Canadian Approval and Vesting Order shall have been entered in the form of Exhibit G in
accordance with Section 5.2(a), shall not have been modified, revised, vacated or amended in a
manner inconsistent with the provisions of Section 5.2(a) and shall have become a Final Order.
(c)
CDMA Vesting Order. The requirements of paragraph 7 of the CDMA
Vesting Order shall have been satisfied.
SECTION 7.2.
Conditions to Sellers’ Obligation. The Sellers’ obligation
to effect the Closing shall be subject to the fulfillment (or express written waiver by the Primary
Seller Parties), at or prior to the Closing, of each of the following conditions:
(a)
No Breach of Representations and Warranties. Each of the
representations and warranties contained in Article III (disregarding all materiality and material
adverse effect qualifications contained therein) shall be true and correct (i) as of the Closing Date
as if made on and as of such date or (ii) if made as of a date specified therein, as of such date,
except, in each case, for any failure to be true and correct that, individually and together with
other such failures, has not had and would not reasonably be expected to have a material adverse
effect on the ability of the Purchaser to consummate the transactions contemplated by this
Agreement.
(b)
No Breach of Covenants. The Purchaser shall have performed in all
material respects all material covenants, obligations and agreements contained in this Agreement
required to be performed by the Purchaser on or before the Closing.
(c)
Officer Certificate. The Sellers shall have been furnished with a
certificate signed by a senior officer of the Purchaser certifying that the conditions set forth in
Sections 7.2(a) and 7.2(b) have been satisfied.
(d)
Recent Emergence of Unknown Licenses. Ten (10) Business Days shall
have elapsed since the provision of the most recent notice, if any, that the Sellers have provided
to the Purchaser pursuant to and in compliance with Section 8.1(d)(iii)(B).
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SECTION 7.3.
Conditions to Purchaser’s Obligation. The Purchaser’s
obligation to effect the Closing shall be subject to the fulfillment (or express written waiver by
the Purchaser), at or prior to the Closing, of each of the following conditions:
(a)
No Breach of Representations and Warranties and Annex I Statements.
Each of the representations and warranties set forth in Article IV and each statement in Annex I,
in each case disregarding all materiality and Material Adverse Effect qualifications contained
therein, shall be true and correct (i) as of the Closing Date as if made on and as of such date or
(ii) if made as of a date specified therein, as of such date, except for any failure to be true and
correct that, individually and together with other such failures, has not had and would not
reasonably be expected to have a Material Adverse Effect.
(b)
No Breach of Covenants. The Sellers shall have complied in all material
respects with all material covenants, obligations and agreements contained in this Agreement
required to be performed by the Sellers on or before the Closing.
(c)
Officer Certificate. The Purchaser shall have been furnished with a
certificate signed by a senior officer of each of the NA Sellers that the conditions set forth in
Sections 7.3(a) and 7.3(b) have been satisfied.
For the avoidance of doubt, the parties acknowledge that the Purchaser’s knowledge of the
existence of any facts, events, conditions or circumstances, except by reason of the Transaction
Documents and the Sellers Disclosure Schedule, shall not in any way prevent the Purchaser from
exercising all of its rights hereunder and requiring that all conditions in Sections 7.1 and 7.3 be
satisfied in full.
ARTICLE VIII
TERMINATION
SECTION 8.1.
time prior to the Closing:
(a)

Termination. This Agreement may be terminated at any

by mutual written consent of the Primary Parties;

(b)
by either Primary Party, upon written notice to the other Primary Party if
the Closing does not take place on or prior to the date that is one hundred and eighty (180) days
from the date of this Agreement (such date, as it may be extended pursuant to the proviso below,
the “Outside Date”); provided, that the Outside Date shall be extended by successive periods of
forty-five (45) days if on the date of each such extension all of the conditions to the Closing set
forth in Article VII other than the conditions in Section 7.1(a) and/or Section 7.1(b) are satisfied
(or are capable of being satisfied should Closing occur on the next Business Day); provided,
however, that the Outside Date shall in no event be more than three hundred and sixty (360) days
from the date of this Agreement.
(c)

by the Purchaser, upon written notice to the Primary Seller Parties:

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(i)
in the event of a breach by the Sellers of the Sellers’
representations, warranties, Annex I statements, agreements or covenants set forth
in this Agreement, which breach would result in a failure of any of the conditions
to Closing set forth in Section 7.1, Section 7.3(a) or Section 7.3(b), as applicable,
and which breach, if capable of being cured, has not been cured within twentyfive (25) days from receipt of written notice thereof from the Purchaser (but not
later than the Outside Date);
(ii)
in the event of the Sellers’ breach of their obligation to close the
transactions contemplated hereby at the Closing, which breach, if capable of
being cured, has not been cured within five (5) days from receipt of written notice
thereof from the Purchaser (but not later than the Outside Date);
(iii) upon or following the determination by any of the Primary Seller
Parties (by resolution of the board of directors or similar governing body (in the
case of the NA Sellers), decision in writing of the Joint Administrators (in the
case of NNUK), or by entry into a definitive written agreement) or upon or
following written notice to the Purchaser, the official committee of unsecured
creditors (or the equivalent) in any of the Bankruptcy Proceedings or public
announcement (including any filing in a Bankruptcy Court by any of the Primary
Seller Parties) thereof to proceed with any Asset Retention Transaction;
(iv)
(A) upon or following the forty-fifth (45th) day after the date of
this Agreement, if the hearing(s) to consider approval of the U.S. Sale Order and
the Canadian Approval and Vesting Order shall not have commenced or the U.S.
Sale Order and the Canadian Approval and Vesting Order shall not have been
entered on such date, or (B) upon or following the date on which the U.S.
Bankruptcy Court shall have stated unconditionally that it will not enter the U.S.
Sale Order or the Canadian Court shall have stated unconditionally that it will not
enter the Canadian Approval and Vesting Order;
(d)

by the Primary Seller Parties, upon written notice to the Purchaser:

(i)
in the event of a breach by the Purchaser of the Purchaser’s
representations, warranties, agreements or covenants set forth in this Agreement,
which breach would result in a failure of any of the conditions to Closing set forth
in Section 7.1, Section 7.2(a) or Section 7.2(b), as applicable, and which breach, if
capable of being cured, has not been cured within twenty-five (25) days from
receipt of written notice thereof from the Primary Seller Parties (but not later than
the Outside Date);
(ii)
upon the Purchaser’s breach of its obligation to close the
transactions contemplated hereby at the Closing, which breach is not cured within
five (5) days from the receipt of a written notice thereof from the Primary Seller
Parties (but not later than the Outside Date); or

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(iii) in the event that (A) one or more Persons asserts the existence of
an Unknown License (as defined in the U.S. Bidding Procedures Order and the
Canadian Sales Process Order) that has been or would be rejected, repudiated or
terminated pursuant to the procedures described in the U.S. Bidding Procedures
Order or the Canadian Sales Process Order and that the Primary Seller Parties
determine, in the exercise of their reasonable good faith judgment, would, taken
together with all other such Unknown Licenses asserted to exist that have likewise
been or would likewise be rejected, repudiated or terminated pursuant to the
procedures described in the U.S. Bidding Procedures Order or the Canadian Sales
Process Order, constitute a substantial risk of resulting in an aggregate allowed
damage claim at least equal to the dollar amount specified in Section 8.1(d) of the
Sellers Disclosure Schedule, if rejected, repudiated or terminated; (B) the Sellers
promptly notified the Purchaser in writing of such assertion of the existence of
such Unknown License(s) and the basis for the Sellers’ reasonable good faith
estimate of such potential allowed damage claim(s) and provided to the Purchaser
such copy of such Unknown License(s) as in the Sellers’ possession on the basis
set forth in Section 2.3.2(b)(v), and subsequently provided the Purchaser updates
(which shall not constitute a further notice under this clause (B)) as to any
material change in the facts that formed the basis of the Primary Seller Parties’
determination specified in the preceding clause (A); (C) the Primary Seller Parties
have requested in writing the consent of the Purchaser to withdraw the rejection
or repudiation of, or to elect not to terminate, such Unknown License(s) and to
deem each such Unknown License a “Continuing Unlisted License” for purposes
of Section 2.1.1(a) (which consent shall be granted or denied in the Purchaser’s
sole and absolute discretion); and (D) the Purchaser shall not have provided its
consent in writing to such request by the date that is ten (10) Business Days after
the date the Purchaser receives the notices described in the foregoing clauses
(B) and (C) and such copy of the asserted Unknown License in the Sellers’
possession on the basis set forth in Section 2.3.2(b)(v) (it being understood that
the Purchaser’s consent to such withdrawal or election not to terminate will not
affect the Purchaser’s rights under Article IX or any other provision of this
Agreement);
provided, however, that the right to terminate this Agreement pursuant to Section 8.1(b),
Section 8.1(c)(i), Section 8.1(c)(ii), Section 8.1(d)(i) or Section 8.1(d)(ii) shall not be available to
the Primary Party seeking to terminate if such Primary Party has breached this Agreement and
such breach has been the cause of, or has resulted in, the event or condition giving rise to a right
to terminate this Agreement.
SECTION 8.2.
pursuant to Section 8.1:

Effects of Termination. If this Agreement is terminated

(a)
all further obligations of the Parties under or pursuant to this Agreement
shall terminate without further liability of any Party to the other Parties except for the provisions
of, or as provided in, this Section 8.2 and (i) Section 2.2.2 (Good Faith Deposit), (ii) Section 5.7
(Public Announcements), (iii) Section 5.10 (Transaction Expenses), (iv) Section 5.11
(Confidentiality), (vi) Section 8.2 (Effects of Termination) and (vii) Article X (Miscellaneous);
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provided, that, subject to Section 10.15, nothing herein shall relieve any Party from liability for
any breach of this Agreement occurring before the termination hereof; and
(b)
the provisions of the Non-Disclosure Agreement and the Supplementary
Non-Disclosure Agreement will continue in full force and effect.
ARTICLE IX
SURVIVAL
SECTION 9.1.
Survival. No representations, warranties, covenants or
agreements of any of the Sellers contained herein (including Annex I) or in any other
Transaction Document shall survive the Closing, except (x) for covenants that by their terms are
to be satisfied after the Closing Date, which covenants shall survive in accordance with their
terms, and (y) as may be expressly provided in any Transaction Document other than this
Agreement. No representations and warranties of the Purchaser contained herein or in any other
Transaction Document (except, in the case of such other Transaction Documents, as may be
expressly provided therein) shall survive beyond the Closing Date. This Section 9.1 shall not
limit any Party’s liability for actual fraud (which, for the avoidance of doubt, shall exclude
constructive fraud and equitable fraud).
ARTICLE X
MISCELLANEOUS
SECTION 10.1.
and Non-Renewal Protections.

Indemnity Relating to Certain License Non-Assignment

(a)
The Purchaser shall indemnify and hold each Seller Indemnitee harmless
from and against any and all Damages suffered by such Seller Indemnitee that arise out of, result
from or are caused by any Action instituted or asserted by a Third Party against such Seller
Indemnitee (a “Section 10.1 Third Party Claim”) as a result of the Purchaser’s use and exercise
(and not merely the grant) of the power of attorney granted pursuant to Section 28(h) of the U.S.
Sale Order or Section 14(h) of the Canadian Approval and Vesting Order (the “License Power
of Attorney”).
(b)
The Purchaser shall have the right to undertake, conduct and control,
through counsel of its own choosing and at its own expense, the defense of any Section 10.1
Third Party Claim, and the Seller Indemnitees shall reasonably cooperate with the Purchaser in
such defense at the expense of the Purchaser. Promptly (and in any event within thirty (30) days)
after any Seller Indemnitee actually learns of any Section 10.1 Third Party Claim that is
reasonably likely to give rise to indemnification under this Section 10.1 (a “Section 10.1
Indemnification Claim”), such Seller Indemnitee shall deliver to the Purchaser a notice
executed by such Seller Indemnitee setting forth in reasonable detail the matter giving rise to the
Section 10.1 Indemnification Claim hereunder, including, if available, a reasonable estimate of
the anticipated Damages (such notice, a “Section 10.1 Notice of Claim”). The Primary Seller
Parties may, at their option, participate in the defense of such Section 10.1 Third Party Claim

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(including through the employment of that choice of counsel, who shall be reasonably
satisfactory to the Purchaser, it being understood that the Primary Seller Parties shall be
responsible for the payment of the fees, charges and disbursements of such counsel) provided,
that (i) such participation shall not limit the Purchaser’s control of such Section 10.1 Third Party
Claim and (ii) the Primary Seller Parties and their counsel shall reasonably cooperate with the
Purchaser and its counsel in connection with such Section 10.1 Third Party Claim.
(c)
No delay on the part of any Seller Indemnitee in giving a Section 10.1
Notice of Claim shall limit or reduce such Person’s right to indemnity hereunder, or relieve the
Purchaser from any of its obligations under this Section 10.1, unless (and then only to the extent
that) the Purchaser is actually prejudiced thereby (including with respect to the Purchaser’s
ability to fully undertake, conduct and control the defense of the Section 10.1 Third Party Claim
or as a result of a material increase in the liability which the Purchaser would otherwise have
under this Section 10.1).
(d)
The Seller Indemnitees shall not compromise or settle any Section 10.1
Third Party Claim without the consent of the Purchaser (which consent shall not be unreasonably
withheld, delayed or conditioned).
SECTION 10.2.
Remedies. No failure to exercise, and no delay in
exercising, any right, remedy, power or privilege under this Agreement by any Party will operate
as a waiver of such right, remedy, power or privilege, nor will any single or partial exercise of
any right, remedy, power or privilege under this Agreement preclude any other or further
exercise of such right, remedy, power or privilege or the exercise of any other right, remedy,
power or privilege.
SECTION 10.3.
No Third Party Beneficiaries. Except for any
acknowledgments, rights, undertakings, covenants, indemnities, representations or warranties
expressed to be for the benefit of the Joint Administrators, the French Liquidator and the Seller
Indemnitees, this Agreement is for the sole benefit of the Parties and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any other Person any legal
or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
SECTION 10.4.
Consent to Amendments; Waivers. No Party shall be
deemed to have waived any provision of this Agreement or any of the other Transaction
Documents unless such waiver is in writing, and then such waiver shall be limited to the
circumstances set forth in such written waiver. This Agreement shall not be amended, altered or
qualified except by an instrument in writing signed by all the parties hereto or thereto, as the case
may be, at their sole discretion.
SECTION 10.5.
Successors and Assigns. Except as otherwise expressly
provided in this Agreement, all representations, warranties, Annex I statements, covenants and
agreements set forth in this Agreement by or on behalf of the Parties will be binding upon and
inure to the benefit of such Parties and their respective successors and permitted assigns. Neither
this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any
Party without the prior written consent of the Primary Seller Parties in case of an assignment by

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the Purchaser or the Purchaser in case of an assignment by any Seller, which consent may be
withheld in such Party’s sole discretion, except for the following assignments which shall not
require consent: (i) assignment to an Affiliate of a Party (provided that the assigning Party
remains liable jointly and severally with its assignee Affiliate for the assigned obligations to the
other Parties), (ii) assignment by a U.S. Debtor to a succeeding entity upon consummation of a
plan of reorganization with respect to such U.S. Debtor pursuant to Chapter 11 of the U.S.
Bankruptcy Code and (iii) assignment by any of the Canadian Debtors to a succeeding entity
pursuant to any plan of arrangement approved by the Canadian Court.
The provisions of this Agreement shall survive for the benefit of the Joint
Administrators, the French Liquidator, their firm, partners, employees, agents, advisers and
representatives notwithstanding the discharge of the Joint Administrators as joint administrators
of the EMEA Sellers, or the French Liquidator as liquidator of NNSA and shall be in addition to,
and not in substitution for, any other right, indemnity or relief otherwise available to each of
them.
SECTION 10.6.

Governing Law; Submission to Jurisdiction; Waiver of Jury

Trial.
(a)
Subject to Section 10.6(b) and Section 10.6(f), any questions, claims,
disputes, remedies or Actions arising from or related to this Agreement or the transactions
contemplated hereby, and any relief or remedies sought by any Parties, shall be governed
exclusively by the Laws of the State of New York applicable to contracts made and to be
performed in that State and without regard to the rules of conflict of laws of the State of
New York or any other jurisdiction.
(b)
To the fullest extent permitted by applicable Law, and except for those
matters specifically required to be determined by the Accounting Arbitrator pursuant to the terms
hereof, each Party:
(i)
agrees that any claim, action, proceeding by such Party seeking
any relief whatsoever arising out of, or in connection with, this Agreement, or the
transactions contemplated hereby shall be brought only in (A) the U.S.
Bankruptcy Court, if brought prior to the entry of a final decree closing the
Chapter 11 Cases, or the Canadian Court, if brought prior to the termination of the
CCAA Cases, provided that if (X) a final decree closing the Chapter 11 Cases has
not been entered and (Y) the CCAA Cases have not terminated, the U.S. Debtors,
the Canadian Debtors or the Purchaser may, in accordance with the Cross-Border
Protocol, move the U.S. Bankruptcy Court and the Canadian Court to hold a joint
hearing of the U.S. Bankruptcy Court and the Canadian Court to determine the
appropriate jurisdiction for such claim, action or proceeding, or (B) in the Federal
Courts in the Southern District of New York or the State Courts of the State of
New York, County of New York (collectively, the “New York Courts”), if
brought after entry of a final decree closing the Chapter 11 Cases and termination
of the CCAA Cases (the courts specified in clauses (A) and (B) collectively, the
“Designated Courts”), and shall not be brought in each case, in any other court in
the United States of America, Canada or any court in any other country;

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(ii)
agrees to submit to the jurisdiction of the Designated Courts for
purposes of all legal proceedings arising out of, or in connection with, this
Agreement or the transactions contemplated hereby;
(iii) waives and agrees not to assert any objection that it may now or
hereafter have to the laying of the venue of such action brought in any Designated
Court or any claim that any such action brought in any Designated Court has been
brought in an inconvenient forum;
(iv)
agrees that the mailing of process or other papers in connection
with any such action or proceeding in the manner provided in Section 10.7 or any
other manner as may be permitted by Law shall be valid and sufficient service
thereof; and
(v)
agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by applicable Law.
(c)
The Purchaser hereby appoints (i) Ericsson Canada, Inc. as its authorized
agent (the “Purchaser Authorized Canadian Agent” upon whom process and any other
documents may be served in the CCAA Cases and any Action arising out of, or in connection
with, this Agreement or the transactions contemplated hereby, which may be instituted in the
Canadian Court by any other party hereto, and (ii) Telefonaktiebolaget L M Ericsson (publ) as its
authorized agent (the “Purchaser Authorized EMEA Agent” and together with the Purchaser
Authorized Canadian Agent, the “Purchaser Authorized Agents”) upon whom process may be
served in the EMEA Cases (including the French Case) and any Action arising out of, or in
connection with, this Agreement or the transactions contemplated hereby, which may be
instituted in the English Court or French Court by any other party hereto, which appointment in
each case shall be irrevocable. The Purchaser further agrees to take any and all action, including
the filing of any and all documents and instruments, which may be necessary to continue such
appointments in full force and effect as aforesaid. Service of process upon the applicable
Purchaser Authorized Agent in respect of the relevant jurisdiction and written notice of such
service to the Purchaser shall be deemed, in every respect, effective service of process upon the
Purchaser in relation to such jurisdiction.
(d)
Each Seller hereby appoints (i) NNI as its authorized agent (the “Seller
Authorized U.S. Agent”) upon whom process and any other documents may be served in the
Chapter 11 Cases and any Action arising out of, or in connection with, this Agreement or the
transactions contemplated hereby, which may be instituted in the U.S. Bankruptcy Court or in
the NY Courts by any other party hereto, (ii) Norton Rose OR LLP as its authorized agent (the
“Seller Authorized Canadian Agent”) upon whom process and any other documents may be
served in the CCAA Cases and any Action arising out of, or in connection with, this Agreement
or the transactions contemplated hereby, which may be instituted in the Canadian Court by any
other party hereto, which appointment in each case shall be irrevocable, and (iii) NNUK as its
authorized agent (the “Seller Authorized EMEA Agent” and together with the Seller
Authorized U.S. Agent and the Seller Authorized Canadian Agent, the “Seller Authorized
Agents”) upon whom process may be served in the EMEA Cases (including the French Case)

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and any Action arising out of, or in connection with, this Agreement or the transactions
contemplated hereby, which may be instituted in the English Court or French Court by any other
party hereto, which appointment in each case shall be irrevocable. Each such Seller further
agrees to take any and all action, including the filing of any and all documents and instruments,
which may be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the applicable Seller Authorized Agent in respect of the relevant
jurisdiction and written notice of such service to the Primary Seller Parties shall be deemed, in
every respect, effective service of process upon every such Seller.
(e)
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.
(f)
Notwithstanding Section 10.6(a) and (b), the Parties, the Joint
Administrators and the French Liquidator agree that:
(i)
any questions, claims, disputes, remedies or Actions arising under
Section 10.18 in respect of the EMEA Sellers or the Joint Administrators and any
questions, claims, disputes, remedies or Actions arising from or related to (A) the
agency of the Joint Administrators, (B) the personal liability of the Joint
Administrators, their firm, partners, employees, advisors, representatives and
agents, (C) their qualification to act as insolvency practitioners in accordance with
Part XIII of the Insolvency Act or (D) their appointment as joint administrators of
the EMEA Sellers and their status as such, to the extent separable from other
claims made hereunder, shall be governed by English law and be subject to the
exclusive jurisdiction of the English courts; and
(ii)
any questions, claims, disputes, remedies or Actions arising under
Section 10.20 and any questions, claims, disputes, remedies or Actions arising
from or related to (A) the agency of the French Liquidator, (B) the personal
liability of the French Liquidator, (C) his appointment as liquidator of NNSA or
the appointment of the French Office Holders of NNSA and their status as such,
shall be governed by French law and be subject to the exclusive jurisdiction of the
Versailles courts (France).
SECTION 10.7.
Notices. All demands, notices, communications and
reports provided for in this Agreement shall be in writing and shall be either sent by facsimile
transmission with confirmation to the number specified below or personally delivered or sent by
reputable overnight courier service (delivery charges prepaid) to any Party at the address

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specified below, or at such address, to the attention of such other Person, and with such other
copy, as the recipient Party has specified by prior written notice to the sending Party pursuant to
the provisions of this Section 10.7.
If to the Purchaser, to:
Rockstar Bidco, LP
c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Marilyn Sobel
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, California 94065
United States
Attention: Kyle C. Krpata
Facsimile: [phone]
and
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
United States
Attention: Ronit J. Berkovich
Facsimile: [phone]
and
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Marilyn Sobel
Facsimile: [phone]
If to the NA Sellers or the Other Sellers, to:
Nortel Networks Corporation
5945 Airport Road
Suite 360
Mississauga, Ontario, Canada L4V 1R9
Attention: Anna Ventresca
General Counsel-Corporate, Corporate Secretary and
Chief Compliance Officer
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Facsimile: [phone]
and
Nortel Networks Limited
5945 Airport Road
Suite 360
Mississauga, Ontario, Canada L4V 1R9
Attention: Anna Ventresca
General Counsel-Corporate, Corporate Secretary and
Chief Compliance Officer
Facsimile: [phone]
and
Nortel Networks Inc.
Legal Department
4001 E. Chapel Hill – Nelson Hwy.
Research Triangle Park, North Carolina 27709
United States
Attention: Timothy Ross
Secretary and Vice President
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
United States
Attention: Paul J. Shim
James L. Bromley
Lisa M. Schweitzer
Facsimile: [phone]
and
Norton Rose OR LLP
200 Bay Street
Suite 3800, P.O. Box 84
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2Z4
Canada
Attention: Michael Lang
Facsimile: [phone]

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If to the EMEA Sellers, to:
Alan Bloom / Christopher Hill / Stephen Harris
Ernst & Young LLP
1 More London Place
London
SE1 2AF
United Kingdom
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Alex Kay
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
United Kingdom
Facsimile: [phone]
If to the Joint Administrators, to:
Alan Bloom / Christopher Hill / Stephen Harris
Ernst & Young LLP
1 More London Place
London
SE1 2AF
United Kingdom
Facsimile: [phone]
With copies (that shall not constitute notice) to:
Alex Kay
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
United Kingdom
Facsimile: [phone]
and
Avner Ben-Gera
Hughes Hubbard & Reed LLP
One Battery Park Plaza

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New York, New York 10004
United States
Facsimile: [phone]
If to NNSA or the French Liquidator, to:
Attention: Cosme Rogeau
26 avenue Hoche
78000 Versailles
France
Facsimile: [phone]
With a copy (that shall not constitute notice) to:
Foucaud, Tchekhoff, Pochet & Associés
Attention: Antoine Tchekhoff & Edouard Fabre
1bis, avenue Foch
75116 Paris
France
Facsimile: [phone]
Any such demand, notice, communication or report shall be deemed to have been given pursuant
to this Agreement when delivered personally, when confirmed if by facsimile transmission, or on
the day after deposit with a reputable overnight courier service, as applicable.
SECTION 10.8.

Exhibits; Sellers Disclosure Schedule.

(a)
The Sellers Disclosure Schedule, the Exhibits attached hereto and Annex I
constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if
fully set forth herein.
(b)
Disclosure in any section of the Sellers Disclosure Schedule of any facts
or circumstances shall be deemed to be adequate response and disclosure of such facts or
circumstances in any other section of the Sellers Disclosure Schedule as though fully set forth in
such other section, if it is reasonably apparent from the Sellers Disclosure Schedule that such
disclosure is applicable. The inclusion of any information in any section of the Sellers
Disclosure Schedule shall not be construed as indicating that such matter is necessarily required
to be disclosed in order for any representation, warranty or statement to be true and correct. The
Sellers Disclosure Schedule is qualified in its entirety by reference to this Agreement and is not
intended to constitute, and shall not be construed as constituting, representations or warranties by
any Nortel Party except to the extent expressly set forth therein. The inclusion of any
information in any section of the Sellers Disclosure Schedule or other document delivered by the
Sellers, the Joint Administrators or the French Liquidator pursuant to this Agreement shall not be
deemed to be an admission or evidence of the materiality of such item, nor shall it establish a
standard of materiality for any purpose whatsoever.
SECTION 10.9.
Counterparts. The Parties may execute this Agreement in
two or more counterparts (no one of which need contain the signatures of all Parties), each of
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which will be an original and all of which together will constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile or
electronic mail shall be as effective as delivery of a manually executed counterpart of a signature
page to this Agreement.
SECTION 10.10.
No Presumption. The Parties agree that this Agreement
was negotiated fairly between them at arm’s length and that the final terms of this Agreement are
the product of the Parties’ negotiations. Each Party represents and warrants that it has sought
and received experienced legal counsel of its own choosing with regard to the contents of this
Agreement and the rights and obligations affected hereby. The Parties agree that this Agreement
shall be deemed to have been jointly and equally drafted by them, and that the provisions of this
Agreement therefore should not be construed against a Party on the grounds that such Party
drafted or was more responsible for drafting the provisions.
SECTION 10.11.
Severability. If any provision, clause or part of this
Agreement, or the application thereof under certain circumstances, is held invalid, illegal or
incapable of being enforced in any jurisdiction, (i) as to such jurisdiction, the remainder of this
Agreement or the application of such provision, clause or part under other circumstances, and
(ii) as for any other jurisdiction, all provisions of this Agreement, shall not be affected and shall
remain in full force and effect, unless, in each case, such invalidity, illegality or unenforceability
in such jurisdiction materially impairs the ability of the Parties to consummate the transactions
contemplated by this Agreement. Without limiting Section 5.6(f), upon such determination that
any clause or other provision is invalid, illegal or incapable of being enforced in such
jurisdiction, the Parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible even in such jurisdiction.
SECTION 10.12.
No Set-off, Deduction or Counterclaim. Subject to
Section 2.2.2, every payment payable by any Party under this Agreement or under any of the
other Transaction Documents shall be made in full without any set-off or counterclaim
howsoever arising and shall be free and clear of, and without deduction of, or withholding for,
any amount which is due and payable to such Party by any other Party whether under this
Agreement or under any of the other Transaction Documents or otherwise.
SECTION 10.13.
Headings. The headings used in this Agreement are for the
purpose of reference only and shall not affect the meaning or interpretation of any provision of
this Agreement.
SECTION 10.14.
Entire Agreement. This Agreement (including the Sellers
Disclosure Schedule and all Exhibits attached hereto), the Non-Disclosure Agreement, the
Supplementary Non-Disclosure Agreement and the Transaction Documents together set forth the
entire understanding of the Parties relating to the subject matter thereof, and all prior or other
contemporaneous understandings, agreements, representations and warranties, whether written or
oral, are superseded by this Agreement, the Non-Disclosure Agreement, the Supplementary NonDisclosure Agreement and the Transaction Documents, and all such prior or other
contemporaneous understandings, agreements, representations and warranties are hereby
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terminated. In the event of any irreconcilable conflict between this Agreement and the NonDisclosure Agreement or the Supplementary Non-Disclosure Agreement, the provisions of this
Agreement shall prevail. Furthermore, the Parties each hereby acknowledge that this Agreement
embodies the justifiable expectations of sophisticated parties derived from arm’s-length
negotiations; all Parties specifically acknowledge that no Party has any special relationship with
another Party that would justify any expectation beyond that of an ordinary buyer and an
ordinary seller in an arm’s-length transaction.
SECTION 10.15.
Sole and Exclusive Remedy.

Availability of Equitable Relief; Limitations on Damages;

(a)
The Parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, subject to the limitations set forth in this
Section 10.15, each of the Parties shall be entitled to equitable relief to prevent or remedy
breaches of this Agreement (other than with respect to breaches of Section 5.9(c)), without the
proof of actual damages, including in the form of an injunction or injunctions or orders for
specific performance in respect of such breaches. Each Party agrees, to the extent that such Party
is subject to any equitable remedy, to waive any requirement for the security or posting of any
bond in connection with any such equitable remedy. Each Party further agrees that the only
permitted objection that it may raise in response to any action for equitable relief is that it
contests the existence of a breach or threatened breach of the provisions of this Agreement or
that equitable relief is not available pursuant to the express terms of this Section 10.15. Without
limiting the preceding provisions of this Section 10.15, it is acknowledged and agreed that (i) in
the event of a material breach by the Sellers, the Purchaser shall be entitled to equitable relief to
compel specific performance by the Sellers of all of the transactions contemplated by this
Agreement (other than Section 5.9(c) hereof) and any other Transaction Documents, in each case
subject to the provisions of such document, including to effect the sale of the Assets to the
Purchaser as contemplated by Article II, and (ii) under no circumstances shall any Person be
liable for punitive damages arising out of, or in connection with, this Agreement or the
transactions contemplated hereby or any breach or alleged breach of any of the terms hereof or
any other Transaction Document. Except for the indemnification rights of Seller Indemnitees
expressly set forth in Section 10.1, nothing set forth in this Agreement shall confer or give, or
shall be construed to confer or give, to any Person (including any Person acting in a
representative capacity) other than the Parties any rights or remedies against any Person.
(b)
Notwithstanding anything to the contrary contained in any Transaction
Document but except in the case of actual fraud by any Seller, in no event shall any of the Nortel
Parties be subject to any damage, remedy or relief in respect of any Liability to the Purchaser in
connection with, or relating to, or arising under this Agreement, any other Transaction Document
or the transactions contemplated hereby or thereby, either prior to or after the Closing, and
regardless of whether any such claim arises in contract, tort, breach of warranty or any other
legal or equitable theory, in each case other than: (i) equitable relief granted pursuant to and in
accordance with Section 10.15(a); and (ii) prior to the Closing, for monetary damages in an
aggregate amount not to exceed Twenty-Nine Million Dollars ($29,000,000).

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(c)
The provisions of this Section 10.15 and the limitations on remedies
provided hereunder were specifically bargained for between the Purchaser and the Sellers and
were taken into account by the Purchaser and the Sellers in arriving at the Purchase Price. The
Sellers have expressly relied on the provisions of this Section 10.15, and the limitations on
remedies provided hereunder in agreeing to the Purchase Price and in agreeing to provide the
specific representations, warranties, statements and covenants set forth herein.
SECTION 10.16.
Bulk Sales Laws. Subject to the entry of the U.S. Sale
Order and the Canadian Approval and Vesting Order, each Party waives compliance by the other
Party with any applicable bulk sales Law.
SECTION 10.17.

NA Sellers as Representatives of Other Sellers.

(a)
For all purposes of this Agreement, each Other Seller hereby irrevocably
appoints NNI as its representative.
(b)
Pursuant to Section 10.17(a), NNI shall expressly have the power to, in the
name and on behalf of each Other Seller, (i) take all decisions and carry out any actions required
or desirable in connection with this Agreement, (ii) send and receive all notices and other
communications required or permitted hereby, and (iii) consent to any amendment, waivers and
modifications hereof.
SECTION 10.18.
Obligations of Sellers and EMEA Sellers. When references
are made in this Agreement to certain Sellers causing other Sellers or other Affiliate(s) to
undertake (or to not undertake) certain actions, or agreements are being made on behalf of
certain other Sellers or other Affiliates, “Sellers” for purposes of such clause shall be deemed to
mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian
Debtor other than NNC and a Non-Debtor Seller). Notwithstanding anything to the contrary
herein, the obligations of each EMEA Seller hereunder shall be several and not joint. Effective
as of the date hereof, the parties are fully bound by the terms of this Agreement. For the
avoidance of doubt, (x) no Seller shall assume any responsibility or liability for any obligations
relating to any assets and/or liabilities that are not owned by it, and each Seller’s liability to the
Purchaser in relation to any matter contained in this Agreement shall be limited to the assets
and/or liabilities of the relevant Seller and (y) the intent of the Parties and the EMEA Sellers is
that the obligations and any liabilities of the EMEA Sellers, the Joint Administrators and the
French Liquidator under this Agreement will arise concurrently with the obligations and
liabilities of the Sellers under this Agreement.
SECTION 10.19.
Acknowledgement.

Exclusion of Liability of Joint Administrators and

(a)
Notwithstanding that this Agreement shall have been signed by the Joint
Administrators both in their capacities as administrators of the EMEA Sellers for and on behalf
of the EMEA Sellers and in their personal capacities, it is hereby expressly agreed and declared
that no personal Liability, or any Liability whatsoever, under or in connection with this
Agreement shall fall on the Joint Administrators, or their firms, partners, employees, agents,

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advisers or representatives whether such Liability would arise under paragraph 99(4) of schedule
B1 to the Insolvency Act or otherwise.
(b)
The Parties agree that the Joint Administrators have negotiated and are
entering into this Agreement as agents for the EMEA Sellers to which they are appointed, that
none of the Joint Administrators, their firm, partners, employees, advisers, representatives or
agents shall incur any personal liability whatsoever whether on their own part or in respect of
any failure on the part of any other party to observe, perform or comply with any of its
obligations under this Agreement, or under or in relation to any associated arrangements or
negotiations.
(c)
The Joint Administrators are parties to this Agreement: (i) as agents of
each of the respective EMEA Sellers of which they are administrators; and (ii) in their own
capacities solely for (1) taking the benefit of the statutory charges under Paragraph 99(3) of
Schedule B1 of the Insolvency Act, or otherwise, (2) obtaining the benefit of any provisions of
this Agreement expressed to be conferred on them, (3) enforcing the obligations of the other
Parties to this Agreement and (4) for the purpose of receiving the benefit of this Section 10.19.
(d)
The Parties agree that any breach of this Agreement by the Joint
Administrators shall be deemed to be a breach by them in their capacities as administrators of the
relevant EMEA Sellers, and, in such a case, each party hereto shall have the right to make claims
and assert its rights hereunder, against the relevant EMEA Sellers and their respective successors
and assigns.
SECTION 10.20.
Exclusion of Liability of French Liquidator and
Acknowledgments. Notwithstanding that this Agreement shall have been signed by the French
Liquidator both in his capacity as liquidator of NNSA for and on behalf of NNSA and in his
personal capacity, it is hereby expressly agreed and declared that no personal Liability, or any
Liability whatsoever, under or in connection with this Agreement shall fall on the French
Liquidator or his firms, partners, employees, agents, advisers or representatives whether such
Liability would arise under the FCC or otherwise.
SECTION 10.21.
EMEA Sellers.

Joint Administrators and French Liquidator as agents of

(a)
For all purposes of this Agreement, the Joint Administrators and the
French Liquidator act without personal liability as agents of the EMEA Sellers.
(b)
The Joint Administrators shall expressly have the power to, in the name
and on behalf of each EMEA Seller as its agent: (i) take all decisions and carry out any actions
required or desirable in connection with this Agreement; (ii) send and receive all notices and
other communications required or permitted hereby; and (iii) consent to any amendment, waivers
and modifications hereof.
(c)
The French Liquidator shall expressly have the power to, in the name and
on behalf of NNSA as its agent: (i) take all decisions and carry out any actions required or
desirable in connection with this Agreement; (ii) send and receive all notices and other

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communications required or permitted hereby; and (iii) consent to any amendment, waivers and
modifications hereof.
SECTION 10.22.

Limitations.

(a)
Under this Agreement, except for any documents, the forms of which have
been agreed by the Joint Administrators and the French Liquidator as at the date of this
Agreement, none of the EMEA Sellers, the Joint Administrators or the French Liquidator shall
be required to enter into or execute any document unless such document contains exclusions of
liability in favour of the Joint Administrators or the French Liquidator (as applicable), to an
extent consistent with, or more favourable than, the exclusions of liability provided in favour of
the Joint Administrators or the French Liquidator (as applicable) in this Agreement. For the
avoidance of doubt, neither the Joint Administrators nor the French Liquidator shall be required
to enter into or execute any document in their personal capacities or as administrators of the
EMEA Sellers or mandataire liquidateur of NNSA respectively, to the extent that such
document would cause the Joint Administrators and/or the French Liquidator to incur any
personal liability.
(b)
The obligations or undertakings of the Joint Administrators and the French
Liquidator under this Agreement are subject to their duties to act at all relevant times in the best
interests of the creditors of the EMEA Sellers (in respect of the Joint Administrators) and, in
relation to the French Liquidator, NNSA. Accordingly, nothing in this Agreement shall operate
to derogate from, restrict, or prevent the Joint Administrators and French Liquidator from
complying with their statutory duties or legal obligations in relation to the exercise of their
powers, duties or functions as, in the case of the Joint Administrators, administrators of the
EMEA Sellers or, in the case of the French Liquidator, as mandataire liquidateur of NNSA,
under the Insolvency Act, FCC or any other applicable legislation or statutory instrument as they
see fit, (acting in good faith) and/or preclude the Joint Administrators from terminating the
administration of the EMEA Sellers pursuant to the Administration Orders (and/or the French
Liquidator from terminating his appointment as mandataire liquidateur of NNSA) should the
Joint Administrators (and/or the French Liquidator, in relation to NNSA) be required to do so to
discharge their statutory duties or legal obligations, provided that, notwithstanding the foregoing,
any failure to comply with the terms of this Agreement by any EMEA Seller will be a breach of
this Agreement by the relevant EMEA Seller, and the Purchaser shall not be restricted from
claiming against the relevant EMEA Seller and receiving any remedy, or exercising any right,
other than a claim against the Joint Administrators or the French Liquidator in their respective
personal capacities, to which it is otherwise entitled pursuant to the terms of this Agreement, for
any breach of this Agreement notwithstanding that the Joint Administrators or the French
Liquidator (as applicable) are complying with such statutory duties or legal obligations in
accordance with this Section 10.22.
SECTION 10.23.
Limitations on Post-Closing Obligations. Notwithstanding
any other provisions in this Agreement, all outstanding obligations of each EMEA Seller under
this Agreement (except under Section 5.11 (Confidentiality), and Article 6 (Tax Matters)) shall
cease on and from the date six (6) months following the Closing Date without prejudice to
(i) any accrued obligations of the EMEA Sellers, (ii) any accrued rights of the Purchaser, or

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(iii) any accrued Liabilities in relation to any obligations to have been carried out by the EMEA
Sellers, in each of (i), (ii) or (iii), prior to or on such date.
[Remainder of this page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF, the parties have duly executed this Asset Sale
Agreement as of the date first written above.
NORTEL NETWORKS
CORPORATION,
By:

By:

Name: J hn M. Doolittle
Title: Sc ior Vice-President, Corporate
fie
S5
N ame:- e o
Title: Chie

e R edel1

Strategy Officer and President,
Business Units

NORTEL NETWORKS LIMITED
By:
Name J hn
Title:
nior Vice-President, Corporate
.Doolittle

By:

l
e
Name: ieo
iedel
Title: Chiei Stategy Officer and President,
Business Units

Asset Sale Agreement Signature Page

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 136 of 323 PageID #: 373

NORTEL NETWORKS INC.
By:
Name: John J. Ray III
Title: Principal Officer
NN APPLICATIONS MANAGEMENT
SOLUTIONS INC.
By:
Name: John J. Ray III
Title: Principal Officer

NORTEL ALTSYSTEMS, INC.
By:
Name: John J. Ray III
Title: Principal Officer
CORETEK, INC.
By:
Name: John J. Ray III
Title: Principal Officer
QTERA CORPORATION
By:
Name: John J. Ray III
Title: Principal Officer
XROS, INC.
By:
Name: John J. Ray III
Title: Principal Officer

Asset Sale Agreement Signature Page

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ROCKSTAR BIDCO, LP
By: Rockstar Bidco GP, LLC, its General Partner

Namne:
Title:

Asset Sale Agreement Signature Page

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ANNEX I – Statements
Except (i) as set forth in the applicable sections of the Sellers Disclosure
Schedule or (ii) to the extent solely relating to the Excluded Assets or the Excluded Liabilities:
(a)
To the Knowledge of the Sellers, an accurate, true and complete list of all
Patents owned in whole or in part by the Sellers (including Jointly Owned Patents and Specified
UK Patents) is set forth in Section A.I(a) of the Sellers Disclosure Schedule. Such list includes,
for each patent and patent application, the patent number or application serial number and the
jurisdiction, and for each U.S. patent and patent application that is not a Specified UK Patent, the
name of the Person holding such patent or patent application and the filing date and issue date, if
applicable. With respect to Jointly Owned Patents, the list identifies the co-owner(s) of each
U.S. patent and, to the extent the Sellers have or are able to obtain copies of the applicable
agreements, the agreements under which any Seller and the co-owner(s) share ownership of the
patent.
(b)
None of the Listed Patents, the Listed Jointly Owned Patents, the
Specified Listed UK Patents or the Listed Inventions, and, to the Knowledge of the Sellers, none
of the other Transferred Patents, Jointly Owned Patents or Specified UK Patents, is subject to
any Liens other than Permitted Encumbrances, and no Seller has granted any exclusive license to
any Third Party with respect to any Listed Patent, Listed Jointly Owned Patent, Specified Listed
UK Patent or Listed Invention or, to the Knowledge of the Sellers, any other Transferred Patent,
Jointly Owned Patent or Specified UK Patent, which exclusive license is in force as of the date
hereof.
(c)
With respect to the Specified Listed UK Patents, the Listed Jointly Owned
Patents and the Listed Patents, and, to the Knowledge of the Sellers, with respect to the other
Specified UK Patents, Jointly Owned Patents and Transferred Patents, the Sellers own all right,
title, and interest in and to each such Patent (other than the rights of co-owners of Jointly Owned
Patents in and to the Jointly Owned Patents); and subject to the Cross-License Agreements, the
Outbound License Agreements and the Commercial Licenses, such right, title, and interest are
sufficient for the Sellers to independently bring suit against a Third Party to enforce the Listed
Patents, the Specified Listed UK Patents, and, to the Knowledge of the Sellers, the other
Specified UK Patents and Transferred Patents.
(d)
To the Knowledge of the Sellers, Section A.I(d) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts between the Sellers or
their Affiliates, on the one hand, and any other Person, on the other hand, under which the
Sellers or their Affiliates both (i) grant a license under any Transferred Patent, Jointly Owned
Patent or Specified UK Patent and (ii) receive from the counter-party a license under Patents
owned by (or licensed to) such counter-party (but other than inbound or outbound license
agreements where the only grant back from the licensee is under improvements on the licensed
Intellectual Property) (collectively, the “Cross-License Agreements”), and the Sellers have
furnished a correct and complete copy of each such Contract in its final and effective form to the
Purchaser prior to the date hereof, except to the extent disclosure of the terms or existence of a
Cross License Agreement is prohibited, in which case it has been omitted from Section A.I(d) of

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the Sellers Disclosure Schedule, but the number of such Cross License Agreements that have
been omitted is set forth in Section A.I(d) of the Sellers Disclosure Schedule.
(e)
To the Knowledge of the Sellers, Section A.I(e) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts (other than Cross-License
Agreements and Commercial Licenses) under which the Sellers or their Affiliates grant a license
(including a grant back or any other express license made by any of the Sellers (as licensors) to
improvements or any other license rights) to a Transferred Patent, Jointly Owned Patent or
Specified UK Patent (whether alone or with any Software or Trade Secrets) (collectively, the
“Outbound License Agreements”), indicating for each such Outbound License Agreement the
title and the parties thereto, and the Sellers have furnished a correct and complete copy of each
such Contract in its final and effective form to the Purchaser prior to the date hereof.
(f)
To the Knowledge of the Sellers, (i) Section A.I(f) of the Sellers
Disclosure Schedule sets forth (A) an accurate, true and complete list of each transition services
agreement, master purchase agreements and development and support agreements that the Sellers
entered into with the purchasers of its various business units after the Petition Date in connection
with their divestitures and (B) with respect to the transition services agreements, the original
scheduled termination date thereof (which, as of the date hereof, has not been extended by more
than 90 days), and (ii) the scope of the licenses granted under the Transferred Patents, Jointly
Owned Patents and Specified UK Patents pursuant to such transition services agreements, master
purchase agreements and development and support agreements is not broader than the scope of
such licenses contained in the form licenses provided to the Purchaser prior to the date hereof in
the Data Room as document numbers 2.5.3.187 2.5.3.193, 2.5.3.194 and 2.5.3.195; it being
understood that work orders under certain of such agreements have been issued pursuant to such
agreements, but are not listed. To the Knowledge of the Sellers, the license rights, if any,
granted by the Sellers under the Transferred Patents, Jointly Owned Patents and Specified UK
Patents pursuant to each such transition services agreement during the term of such transition
services agreement shall expire upon the termination of such transition services agreement
(except for (A) rights to use and make certain Software applications and tools relating to the
businesses being divested, to the extent that such Software applications and tools were delivered
by the Sellers or their Affiliates and (B) internal use of Intellectual Property created by Sellers or
their Affiliates prior to the expiration of such transition services agreement in support of or
during the course of performing the services, to the extent such Intellectual Property has been
delivered, including by integration into the divested business.
(g)
To the Knowledge of the Sellers, there is no Action pending asserting
invalidity, misuse or unenforceability of any of the Jointly Owned Patents, Transferred Patents or
Specified UK Patents or challenging the Sellers’ right to use, right to transfer, or ownership of
any of the Jointly Owned Patents, Transferred Patents or Specified UK Patents.
(h)
To the Knowledge of the Sellers, each of the registrations and applications
for the Jointly Owned Patents, Transferred Patents or Specified UK Patents included in the
Assets is currently in good standing and subsisting. The foregoing will not be construed as a
warranty that any patent will issue based on a patent application.

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(i)
To the Knowledge of the Sellers, Section A.I(i) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Actions (including opposition,
interferences and cancellation petitions and like proceedings) against any Seller, except for the
Bankruptcy Proceedings, pending before any Government Entity or threatened in writing that
involves the Jointly Owned Patents, Transferred Patents or Specified UK Patents.
(j)
To the Knowledge of the Sellers, there are no prior or preferential rights,
rights of first refusal, rights of first offer or other similar rights of any party (other than the
Purchaser) to purchase or otherwise acquire any of the Assets.
(k)
To the Knowledge of the Sellers: every Patent solely owned by the Sellers
or their Affiliates, except for the Excluded Patents, is included among the Listed Patents or the
Specified Listed UK Patents; every Patent jointly owned by one or more of the Sellers and their
Affiliates, on the one hand, and one or more Third Parties, on the other hand, except for the
Excluded Patents, is included among the Listed Jointly Owned Patents; and every invention
disclosure owned by the Sellers or their Affiliates and under consideration for the filing of a
patent application is included among the Listed Inventions.
(l)
No Person listed in Section A.I(l) of the Sellers Disclosure Schedule has
been granted any license (other than a Commercial License) under the Jointly Owned Patents,
Transferred Patents or Specified UK Patents by the Sellers, which license is in force as of the
date hereof, it being understood that such Persons may have rights or licenses solely with respect
to products or services sold or provided by the Sellers or Sellers’ Affiliates.
(m)
To the Knowledge of the Sellers, Section A.I(m) of the Sellers Disclosure
Schedule sets forth an accurate, true and complete list of all Contracts (other than Cross-License
Agreements and Outbound License Agreements listed in Sections A.I(d) or A.I(e) of the Sellers
Disclosure Schedule, respectively) under which the Sellers or their Affiliates have joint
ownership in the Jointly Owned Patents (collectively, the “Joint Ownership Agreements”),
indicating each Jointly Owned Patent and the title and the parties to each such agreement, and
the Sellers have furnished a correct and complete copy of each such Contract in its final and
effective form to the Purchaser prior to the date hereof.
(n)
To the Knowledge of the Sellers, no Affiliate of the Sellers that is not
itself a Seller owns any Patents, invention disclosures or Patent Related Documentation.
(o)
To the Knowledge of the Sellers, (i)(x) all promises, declarations and
commitments granted, made or committed in writing by the Sellers to standard-setting bodies or
industry groups (other than those contained in membership agreements, by-laws or policies of
standard-setting bodies or industry groups and described in clause (y) below or, without limiting
clause (y) below, in Section A.I(b) of the Sellers Disclosure Schedule) and that may concern the
Transferred Patents or Specified UK Patents, together with the title and number of the standard
and the Patents to which such promises, declarations or commitments refer (in each case, to the
extent identified in the respective promise, declaration or commitment), are listed in
Section A.I(o)(i)(x) of the Sellers Disclosure Schedule, and (y) all membership agreements, bylaws or policies of standard-setting bodies or industry groups in which Sellers were participants
and which contained commitments that may concern the Transferred Patents or Specified UK

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Patents granted in writing by the Sellers and which bind Sellers to bind the Purchaser thereto, are
listed in Section A.I(o)(i)(y) of the Sellers Disclosure Schedule; and (ii) except as set forth on
Schedule A.I(o)(ii) of the Sellers Disclosure Schedule, none of the declarations, promises and
commitments referred to in clause (i) above require royalty-free licensing of any of the
Transferred Patents.
(p)
The patents, patent applications and provisional patent application listed in
Section 1.1(c) of the Sellers Disclosure Schedule are solely those sold after the Petition Date to
purchasers in connection with sales of divisions of Sellers and are not included in the Sellers’
Patents.
(q)
There exist no Permitted Encumbrances of the type described in clause
(i) of the definition of “Permitted Encumbrances” on any of the Assets.
(r)
To the Knowledge of the Sellers, there exist no Licensed Residual Patents
(other than invention disclosures that (x) relate to a patent application filed anywhere in the
world or (y) are dated thirty (30) months or more before the date hereof) or Undisclosed Patent
Interests.
(s)
To the Knowledge of the Sellers, the aggregate amount of all unpaid past,
present and future income and royalties payable to the Sellers under (i) the Transferred Licenses
and (ii) any licenses granted under the Transferred Patents, Jointly Owned Patents or Specified
UK Patents does not exceed $10 million.
(t)
The portions of the Ericsson Licenses and any other agreement between
any Seller, on one hand, and Ericsson on the other hand, which were redacted in the copy of such
agreements provided in the Data Room, do not provide for: (i) the assignment to any Person of
any ownership or exclusive rights (including any option to acquire ownership or exclusive rights)
to any Transferred Patents, Specified UK Patents or Jointly Owned Patents, (ii) the grant of any
sublicense or other license rights under the Transferred Patents, Specified UK Patents or Jointly
Owned Patents, (iii) the Sellers to have any rights to receive an ownership or exclusive interest in
any Patents transferred by any Sellers to Ericsson or (iv) any rights for any Person in any
improvements to any Transferred Patents, Specified UK Patents or Jointly Owned Patents made
by any Seller or any purchaser of Transferred Patents, Specified UK Patents or Jointly Owned
Patents.
(u)
The Sellers have disclosed to Purchaser all agreements, contracts, notices
and correspondence to, from or with Ericsson that relate in any way to the Transferred Patents,
Jointly Owned Patents or Specified UK Patents, other than agreements, contracts, notices and
correspondence relating to a potential stalking horse transaction for the Transferred Patents,
Jointly Owned Patents and Specified UK Patents, as a whole.
(v)
To the Knowledge of the Sellers, there exist no disputes between any
Seller, on the one hand, and Ericsson, on the other hand, concerning the Transferred Patents,
Jointly Owned Patents or Specified UK Patents or the scope of any licenses granted to
the Transferred Patents, Jointly Owned Patents or Specified UK Patents.

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(w)
There are no Collective Labor Agreements in effect or labor organizing
efforts outstanding or threatened with respect to any Employee of any of the Sellers.
(x)

No Employee of any of the Sellers works in Quebec, Canada.

(y)

[Reserved]

(z)
To the Knowledge of the Sellers, there is no ongoing and will be no future
manufacture, development, sale, supply or other distribution, or servicing of Nortel Products or
other products under the Transferred Patents or Specified UK Patents by, for or on behalf of
Sellers or an Affiliate of any Seller, other than to the extent such activities would be permitted
after the Closing Date pursuant to the terms of the Closing Date License Agreement or
Section 5.13(b) of this Agreement.

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APPENDIX “C”
[ATTACHED]

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 151 of 323 PageID #: 388
EXECUTION COPY

ASSET SALE AGREEMENT
BY AND AMONG
NORTEL NETWORKS CORPORATION
NORTEL NETWORKS LIMITED
NORTEL NETWORKS INC.
NORTEL NETWORKS UK LIMITED
NORTEL NETWORKS (IRELAND) LIMITED
NORTEL NETWORKS S.A.
AND
THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS
AND
ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND
CHRISTOPHER HILL AS JOINT ADMINISTRATORS
AND
MAÎTRE COSME ROGEAU AS FRENCH LIQUIDATOR
AND
RANGER INC.

AND
GOOGLE INC.,
ROCKSTAR BIDCO, LP

DATED AS OF APRIL 4,JUNE 30, 2011

NEWYORK:2412508.1

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1
NEWYORK:2330899.37
NEWYORK:2330899.34
NEWYORK:2330899.32
NEWYORK:2330899.13
NEWYORK:2244391.27
NEWYORK:2330899.24
DRAFT 02/12/11 9:26AM
03/10/11 12:33PM
NEWYORK:2412508.1
NEWYORK:2330899.43

(zzmpTempText)

Case 2:13-cv-00894-JRG Document 41-2 Filed 03/25/14 Page 153 of 323 PageID #: 390
TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Page
ARTICLE I

INTERPRETATION ........................................................................................ 2 

SectionSECTION 1.1. ............................................................................................. Definitions

2 

SectionSECTION 1.2. ......................................................................................... Interpretation

23 

ARTICLE II

PURCHASE AND SALE OF ASSETS .......................................................... 24 

SectionSECTION 2.1. .................................................................................. Purchase and Sale

24 

SectionSECTION 2.2. ....................................................................................... Purchase Price

30 

SectionSECTION 2.3. ................................................................................................... Closing

3132 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ..... 3433 

SectionSECTION 3.1. ...................................................... Organization and Corporate Power

3433 

SectionSECTION 3.2. .......................................... Authorization; Binding Effect; No Breach

34 

SectionSECTION 3.3. ............................................................................................... Financing

3534 

SectionSECTION 3.4. ....................................... Adequate Assurance of Future Performance

35 

SectionSECTION 3.5.Purchaser’s Acknowledgments; Exclusivity of Representations and Warranties
SectionSECTION 3.6. ................................................................................................... Brokers

36 

SectionSECTION 3.7. ......................................................................................... Independence

36 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS ................ 37 

SectionSECTION 4.1. ...................................................... Organization and Corporate Power

37 

SectionSECTION 4.2. .......................................... Authorization; Binding Effect; No Breach

37 

SectionSECTION 4.3. ................................................................................................... Brokers

38 

SectionSECTION 4.4. ........................................................................... Canadian Tax Matters

39 

SectionSECTION 4.5. ..................................................................................... Export Controls

39 

ARTICLE V

COVENANTS AND OTHER AGREEMENTS ............................................. 39 

SectionSECTION 5.1. ...................................................................... U.S. Bankruptcy Actions

39 

SectionSECTION 5.2. .............................................................. Canadian Bankruptcy Actions

40 

Section 5.3.

French Bankruptcy Actions........................................ 41SECTION 5.3. 

[Reserv

SectionSECTION 5.4. .................................................................... Consultation; Notification

4140 

SectionSECTION 5.5. ...................................................................... Pre-Closing Cooperation

4241 

-iNEWYORK:2412508.1

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TABLE OF CONTENTS
(continued)
Page
SectionSECTION 5.6. .......................................... Antitrust and Other Regulatory Approvals

43 

SectionSECTION 5.7. ......................................................................... Public Announcements

4746 

SectionSECTION 5.8. ...................................................................................... Further Actions

4746 

SectionSECTION 5.9. .............................................................................. Conduct of Business

4847 

SectionSECTION 5.10........................................................................... Transaction Expenses

5049 

SectionSECTION 5.11...................................................................................... Confidentiality

5049 

SectionSECTION 5.12........ Certain Payments or Instruments Received from Third Parties

5251 

SectionSECTION 5.13.License to Transferred Patents, Jointly Owned Patents, Specified UK Patents and
SectionSECTION 5.14............................................................................... Use of Trademarks

5453 

SectionSECTION 5.15....................................................................................... Certain Assets

5453 

SectionSECTION 5.16................................................................................ Access to Systems

5453 

SectionSECTION 5.17................................................................................ Post-Closing Suits

5554 

SectionSECTION 5.18.................................................................... Production of Documents

5554 

SectionSECTION 5.19............................... Option to Purchase Undisclosed Patent Interests

5554 

SectionSECTION 5.20.............................................................................. Certain Obligations

5756 

SectionSECTION 5.21............................................. Acknowledgement of Prior Obligations

5756 

SectionSECTION 5.22................................................. Disposition of Jointly Owned Patents

5756 

SectionSECTION 5.23....................................................... Purchase of Specified UK Patents

5857 

SectionSECTION 5.24....................................................Maintenance of Books and Records

5857 

SectionSECTION 5.25.................................................................. License Power of Attorney

5958 

SectionSECTION 5.26............................................................................................ Exclusivity

6059 

SECTION 5.27.  Optioned Licenses ............................................................................ 59 
SECTION 5.28.  Transferring Employees .................................................................... 61 
ARTICLE VI

TAX MATTERS ........................................................................................ 6163 

SectionSECTION 6.1. ....................................................................................... Transfer Taxes

6163 

SectionSECTION 6.2. ................................................................................ Withholding Taxes

6264 

SectionSECTION 6.3. ................ Tax Characterization of Payments Under This Agreement

6264 

SectionSECTION 6.4. ....................................................................... Apportionment of Taxes

6365 

SectionSECTION 6.5. .................................................................................................. Records

6365 

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TABLE OF CONTENTS
(continued)
Page
SectionSECTION 6.6. ....................................................................................... Tax Disclosure

6567 

SectionSECTION 6.7. ............................................................................................ Tax Returns

6567 

SectionSECTION 6.8. .......................................................................... Canadian Tax Election

6669 

SectionSECTION 6.9. ....................................................................................................... VAT

6769 

ARTICLE VII

CONDITIONS TO THE CLOSING ........................................................... 6972 

SectionSECTION 7.1. ................................................ Conditions to Each Party’s Obligation

6972 

SectionSECTION 7.2. ......................................................... Conditions to Sellers’ Obligation

7072 

SectionSECTION 7.3. .................................................. Conditions to Purchaser’s Obligation

7073 

ARTICLE VIII TERMINATION ........................................................................................ 7173 
SectionSECTION 8.1. ........................................................................................... Termination

7173 

SectionSECTION 8.2. ....................................... Expense Reimbursement and Break-Up Fee

74

Section 8.3.
ARTICLE IX

INDEMNIFICATION ................................................................ 75 SURVIVAL

Section 9.1.
Section 9.2.
Section 9.3.
Section 9.4.
Section 9.5.
Section 9.6.
Section 9.7.
Section 9.8.
Section 9.9.
ARTICLE X

Effects of Termination ........................................................................75 
76 

Survival ............................................................................................ 75
Indemnification of Purchaser .......................................76SECTION 9.1.  Survival
Notice of Claim .................................................................................. 76
Resolution of Notice of Claim ............................................................ 77
Treatment of Indemnity Payments ......................................................79
No Duplication of Damages ................................................................ 79
Release of Remaining Funds from Indemnification Account ...............79
Exhaustion or Distribution of Indemnity Escrow ................................79
Indemnification Escrow ......................................................................79 

MISCELLANEOUS .................................................................................. 7976 

SectionSECTION 10.1.Indemnity Relating to Certain License Non-Assignment and Non-Renewal Protec
SectionSECTION 10.2............................................................................................... Remedies

8077 

SectionSECTION 10.3............................................................... No Third Party Beneficiaries

8077 

SectionSECTION 10.4...................................................... Consent to Amendments; Waivers

8077 

SectionSECTION 10.5....................................................................... Successors and Assigns

8177 

SectionSECTION 10.6.. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

8178 

SectionSECTION 10.7.................................................................................................. Notices

8480 

SectionSECTION 10.8................................................ Exhibits; Sellers Disclosure Schedule

8784 

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TABLE OF CONTENTS
(continued)
Page
SectionSECTION 10.9.......................................................................................... Counterparts

8884 

SectionSECTION 10.10. ................................................................................ No Presumption

8885 

SectionSECTION 10.11. ....................................................................................... Severability

8885 

SectionSECTION 10.12. .......................................... No Set-off, Deduction or Counterclaim

8885 

SectionSECTION 10.13. ........................................................................................... Headings

8985 

SectionSECTION 10.14. ............................................................................. Entire Agreement

8985 

SectionSECTION 10.15.Availability of Equitable Relief; Limitations on Damages; Sole and Exclusive R
SectionSECTION 10.16. ............................................................................... Bulk Sales Laws

9087 

SectionSECTION 10.17. ............................. NA Sellers as Representatives of Other Sellers

9087 

SectionSECTION 10.18. ...................................... Obligations of Sellers and EMEA Sellers

9087 

SectionSECTION 10.19.Exclusion of Liability of Joint Administrators and Acknowledgement

9187 

SectionSECTION 10.20.Exclusion of Liability of French Liquidator and Acknowledgments

9288 

SectionSECTION 10.21.Joint Administrators and French Liquidator as agents of EMEA Sellers 9288 
SectionSECTION 10.22. ........................................................................................ Limitations

9289 

SectionSECTION 10.23. ........................................Limitations on Post-Closing Obligations

9389

Section 10.24.

Parent Guarantee ................................................................................93 

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EXHIBITS
Exhibit A – EMEA Sellers (addition)
Exhibit B – Other Sellers (addition)
Exhibit C – Form of Escrow Agreement[Intentionally Omitted]
Exhibit D – Knowledge of the Purchaser
Exhibit E – Mandatory Antitrust Approvals — Relevant Antitrust Jurisdictions /
Authorities
Exhibit F – Form of U.S. Bidding Procedures OrderExhibit G – Form of U.S. Sale
Order
Exhibit H – Form of Canadian Sales Process OrderExhibit IG – Form of Canadian
Approval and Vesting Order
Exhibit J – Form of French Court OrderH – Employee Transfer Side Agreement
Exhibit KI – Form of Short-Form Patent Assignment
Exhibit LJ – Form of Assumption Agreement
Exhibit MK – Form of Patent Power Of Attorney
Exhibit NL – Form of Closing Date License Agreement
Exhibit OM – Disclosed Intercompany Licenses
ANNEX
Annex I – Statements

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ASSET SALE AGREEMENT
This Asset Sale Agreement is dated as of April 4,June 30, 2011, among (i) Nortel
Networks Corporation, a corporation organized under the laws of Canada (“NNC”); (ii) Nortel
Networks Limited, a corporation organized under the laws of Canada (“NNL”); (iii) Nortel
Networks Inc., a corporation organized under the laws of Delaware (“NNI,” and, together with
NNC and NNL, the “NA Sellers”); (iv) the entities listed in Exhibit A hereto (the “EMEA
Sellers”), which, in the case of Nortel Networks UK Limited (in administration) (“NNUK”),
Nortel Networks France S.A.S. (in administration) and Nortel GmbH (in administration) are acting
by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John
Wilkinson Hill of Ernst & Young LLP (the “UK Joint Administrators”) and in the case of Nortel
Networks (Ireland) Limited (in administration) (“NN Ireland”) is acting by David Hughes of
Ernst & Young Chartered Accountants and Alan Robert Bloom (the “Irish Joint
Administrators”) (the UK Joint Administrators and the Irish Joint Administrators being
collectively, the “Joint Administrators”), and in the case of Nortel Networks S.A. (in
administration and liquidation judiciaire) (“NNSA”) is acting by the UK Joint Administrators and
Maître Cosme Rogeau, 26 avenue Hoche, 78000 VERSAILLES appointed as mandataire
liquidateur by the French Court (as defined below) (the “French Liquidator”), the Joint
Administrators act as agents of the EMEA Sellers without any personal liability and the French
Liquidator acts as agent of NNSA without any personal liability; (v) the entities listed in Exhibit B
hereto (the “Other Sellers” and, together with the NA Sellers and the EMEA Sellers, the
“Sellers”); (vi) the French Liquidator; (vii) the Joint Administrators; and (viii) Ranger Inc., a
corporation organized under the laws of Delaware and a wholly owned Subsidiary of the
ParentRockstar Bidco, LP, a Delaware limited partnership (the “Purchaser”), and (ix) Google Inc.,
a corporation organized under the laws of Delaware (the “Parent”)..
W I T N E S S E T H:
WHEREAS, on January 14, 2009 (the “Petition Date”), NNC and NNL (together,
the “Canadian Debtors”) filed with the Canadian Court (as defined below) an application for
protection under the Companies’ Creditors Arrangement Act (as in force on the Petition Date, the
“CCAA”) (the proceedings commenced by such application, the “CCAA Cases”) and were
granted certain initial creditor protection pursuant to an order issued by the Canadian Court on the
same date, which also appointed Ernst & Young Inc. as “Monitor” in connection with the CCAA
Cases and was extended by further order of the Canadian Court on February 25, 2011;
WHEREAS, NNI and the Other Sellers listed in Exhibit B hereto (the “U.S.
Debtors”) are debtors-in-possession under the U.S. Bankruptcy Code (as defined below) which
commenced cases under Chapter 11 of the U.S. Bankruptcy Code on the Petition Date by filing
voluntary petitions for relief in the U.S. Bankruptcy Court for the District of Delaware (the
“Chapter 11 Cases”);
WHEREAS, the EMEA Sellers on the Petition Date filed applications with the
English Court (as defined below), pursuant to the Insolvency Act of 1986, as amended (the
“Insolvency Act”) and the European Union’s Council Regulation (EC) No 1346/2000 on
Insolvency Proceedings (the “EC Regulation”) (the proceedings commenced by such
applications, the “EMEA Cases”) and the English Court appointed Alan Bloom, Stephen Harris,

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Christopher Hill and Alan Hudson of Ernst & Young LLP as joint administrators of the EMEA
Sellers (other than NN Ireland, for which David Hughes of Ernst & Young Chartered Accountants
and Alan Bloom serve as joint administrators) under the Insolvency Act by means of the
Administration Orders (as defined below);
WHEREAS, on 28 May 28, 2009, secondary proceedings were opened by the
French Court (as defined below) in relation to NNSA pursuant to Article 27 of the EC Regulation
(the “Secondary Proceedings”) pursuant to which the French Court authorized NNSA to continue
to operate the business owned and operated by NNSA and appointed inter alia the French Office
Holders as the administrators and liquidators of NNSA under Articles L.641-1 et seq. of the FCC
(the “French Case”);
WHEREAS, on May 2, 2011, the U.S. Bankruptcy Court entered the U.S. Bidding
Procedures Order and the Canadian Court entered the Canadian Sales Process Order (each as
defined below);
WHEREAS, the Sellers have agreed to transfer to the Purchaser, and the Purchaser
has agreed to purchase and assume, including, to the extent applicable, pursuant to sections 363
and 365 of the U.S. Bankruptcy Code and pursuant to the Canadian Approval and Vesting Order,
the Assets and the Assumed Liabilities (each as defined below) from the Sellers, upon the terms
and conditions set forth hereinafter; and
WHEREAS, in accordance with the U.S. Bidding Procedures Order (as defined
below), Purchaser and Apple Inc. have together delivered to the Sellers a good faith deposit in the
amount of Fifty-Four Million Dollars ($54,000,000) (the “Good Faith Deposit”); and
WHEREAS, the Parties (as defined below) acknowledge and agree that the
purchase by the Purchaser of the Assets (as defined below), and the assumption by the Purchaser
of the Assumed Liabilities (as defined below) are being made at arm’s length and in good faith and
without intent to hinder, delay or defraud creditors of the Sellers and their affiliates.
NOW, THEREFORE, in consideration of the respective covenants, representations
and warranties made herein, and of the mutual benefits to be derived hereby (the sufficiency of
which is acknowledged), the Parties agree as follows:
ARTICLE I
INTERPRETATION
Definitions. The following capitalized terms shall have the meanings set forth
below:
“Accounting Arbitrator” means the auditing firm of international reputation that
is (i) jointly selected by the Primary Parties, or (ii) in case they cannot agree on any such firm, such
other auditing firm of international reputation (or, if the Primary Parties agree on other criteria,
such Person as satisfies such other criteria) that is selected by the American Arbitration
Association at the request of the first of the Primary Parties to move.

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“Action” means any litigation, action, suit, charge, binding arbitration, or other
legal, administrative or judicial proceeding, including Intellectual Property litigation (including
infringement, indemnification, and declaratory judgment actions).
“Administration Expense” means any liability of an EMEA Seller which ranks as
an administration expense in accordance with paragraph 99 of Schedule B1 to the Insolvency Act
or Rule 2.67 of the Insolvency Rules 1986.
“Administration Orders” means the orders of the English Court on the Petition
Date appointing the Joint Administrators as joint administrators of the EMEA Sellers.
“Affiliate” means, as to any Person, any other Person that directly or indirectly
through one or more intermediaries Controls, or is under common Control with, or is Controlled
by, such Person.
“Agreed Expenses” means those costs, fees and expenses set forth in Section 1.1(a)
of the Sellers Disclosure Schedule.
“Agreement” means this Asset Sale Agreement, the Sellers Disclosure Schedule
and all Exhibits and Schedules attached hereto and thereto and all amendments hereto and thereto
made in accordance with Section 10.4.
“Alternative Transaction” means the sale, transfer or other disposition, directly or
indirectly, of any material portion of the Assets, in a transaction or series of transactions with one
or more Third Parties; provided, however, that an “Alternative Transaction” shall not include: (i)
the mere conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the U.S.
Bankruptcy Code, in and of itself, without any disposition of any material portion of the Assets
other than to the Chapter 7 trustee in such case by operation of Law; (ii) the mere appointment of a
trustee, receiver, receiver and manager or liquidator in respect of any Canadian Debtor, in and of
itself, without any disposition of any material portion of the Assets (other than to such trustee,
receiver, receiver and manager or liquidator by operation of Law) or the mere dismissal of any
CCAA Cases or the mere conversion of any of the CCAA Cases to a bankruptcy case under the
Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws, in and of themselves; or
(iii) the mere appointment (whether in connection with Secondary Proceedings or otherwise) of a
trustee, receiver, receiver and manager or liquidator or any analogous officer in respect of any
EMEA Seller, in and of itself, without any disposition of any material portion of the Assets (other
than to such trustee, receiver, receiver and manager, liquidator or analogous officer by operation of
Law) or the mere termination of the EMEA Cases (or any of them) or discharge of the
Administrators (or any of them), in and of themselves, or the mere conversion of any of the EMEA
Cases to liquidation or any analogous proceeding under the Insolvency Act, EC Regulation or
applicable Law relating to the EMEA Sellers, in and of themselves, in the case of each of the
foregoing clauses (i), (ii) and (iii) that is not funded or sponsored in whole or in part by one or
more Third Parties and does not otherwise involve any other contractual arrangement with one or
more Third Parties having the effect of a disposition of any material portion of the Assets.
“Antitrust Laws” means the Competition Act (Canada), as amended, the HSR Act,
the EC Merger Regulation, and any competition, merger control and antitrust Law of the European

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Union, any applicable European Union member states and European Free Trade Association
member states, and any other applicable supranational, national, federal, state, provincial or local
Law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of
monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to
the extent applicable to the transactions contemplated by this Agreement.
“Asset Retention Transaction” means the retention of any material portion of the
Assets by the Sellers, their successor entities emerging from the Bankruptcy Proceedings or the
Affiliates of the foregoing under a standalone plan of reorganization, plan of liquidation or plan of
arrangement; provided, however, that an “Asset Retention Transaction” shall not include: (i) the
mere conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the U.S. Bankruptcy
Code, in and of itself; (ii) the mere appointment of a trustee, receiver, receiver and manager or
liquidator in respect of any Canadian Debtor, in and of itself, or the mere dismissal of any CCAA
Cases or the mere conversion of any of the CCAA Cases to a bankruptcy case under the
Bankruptcy and Insolvency Act or applicable Canadian Bankruptcy Laws, in and of themselves; or
(iii) the mere appointment (whether in connection with Secondary Proceedings or otherwise) of a
trustee, receiver, receiver and manager or liquidator or any analogous officer in respect of any
EMEA Seller, in and of itself, or the mere termination of the EMEA Cases (or any of them) or
discharge of the Administrators (or any of them), in and of themselves, or the mere conversion of
any of the EMEA Cases to liquidation or any analogous proceeding under the Insolvency Act, EC
Regulation or applicable Law relating to the EMEA Sellers, in and of themselves; provided further,
however, that an “Asset Retention Transaction” shall include: (a) conversion of any of the Chapter
11 Cases to a case under Chapter 7 of the U.S. Bankruptcy Code that occurs after the entry of the
U.S. Bidding Procedures Order and prior to the entry of the U.S. Sale Order and in which the
trustee in such Chapter 7 case has not agreed to be bound by this Agreement; (b) the appointment
of a trustee, receiver, receiver and manager or liquidator in respect of any Canadian Debtor that
occurs after the Canadian Sales Process Order is granted and prior to the granting of the Canadian
Approval and Vesting Order and in which such trustee, receiver, receiver and manager or
liquidator in such bankruptcy case has not agreed to be bound by this Agreement; and (c) the
appointment (whether in connection with Secondary Proceedings or otherwise) of a trustee,
receiver, receiver and manager or liquidator or any analogous officer in respect of any EMEA
Seller that occurs after the entry of the U.S. Bidding Procedures Order and prior to the entry of the
U.S. Sale Order and in which such trustee, receiver, receiver and manager or liquidator or any
analogous officer has not agreed to be bound by this Agreement.
“Assets” has the meaning set forth in Section 2.1.1.
“Assigned Contracts” means (i) the Transferred Licenses and (ii) other Contracts
identified on Section 1.1(b) of the Sellers Disclosure Schedule.
“Assumed Liabilities” has the meaning set forth in Section 2.1.3.
“Assumption Agreement” means a duly executed assumption of intellectual
property license agreement in the form attached as Exhibit LJ hereto.
“Auction” has the meaning attributed to such term in the U.S. Bidding Procedures
Order.

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“Bankruptcy Consents” has the meaning set forth in Section 4.1(a).
“Bankruptcy Court” means the U.S. Bankruptcy Court, the Canadian Court, the
English Court, the French Court or any other court before which Bankruptcy Proceedings are held.
“Bankruptcy Laws” means the U.S. Bankruptcy Code, the CCAA, the EC
Regulation, the Insolvency Act, the FCC and the other applicable bankruptcy, insolvency,
administration or similar Laws of any jurisdiction where Bankruptcy Proceedings are held.
“Bankruptcy Proceedings” means the Chapter 11 Cases, the CCAA Cases, the
EMEA Cases, the French Case and, in each case, any proceedings occurring or authorized
thereunder, as well as any other voluntary or involuntary bankruptcy, insolvency, administration
or similar judicial or other proceedings concerning any of the Sellers that are held from time to
time.
“Break-Up Fee” has the meaning set forth in Section 8.2(b).
“Business Day” means a day on which the banks are opened for business
(Saturdays, Sundays, statutory and civic holidays excluded) in (i) New York, New York, United
States, (ii) San Francisco, California, United StatesStockholm, Sweden (iii) Toronto, Ontario,
Canada, and (iv) London, England, United Kingdom.
“Canadian Approval and Vesting Order” has the meaning set forth in Section
5.2(ba).
“Canadian Approval and Vesting Order Motion” has the meaning set forth in
Section 5.2(ba).
“Canadian Court” means the Ontario Superior Court of Justice (Commercial
List).
“Canadian Debtors” has the meaning set forth in the recitals to this Agreement.
“Canadian Sales Process Order” has the meaning set forth in Section
5.2(a).“means the order entered on May 2, 2011 approving the items described in the Canadian
Sales Process Order Motion” has the meaning set forth in Section 5.2(a)..
“Canadian Sales Process Order Motion” means the motion filed by the Canadian
Debtors on May 2, 2011 with the Canadian Court seeking an order for approval of, among other
things, a process of the sale of the Canadian Debtors rights, title or interest in and to the “Assets”
(as defined therein).
“Canadian Sellers” means, collectively, NNC and NNL.
“CCAA” has the meaning set forth in the recitals to this Agreement.
“CCAA Cases” has the meaning set forth in the recitals to this Agreement.

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“CDMA Vesting Order” means the Approval and Vesting Order of the Ontario
Superior Court of Justice dated July 28, 2009.
“Change of Control” means (A) the direct or indirect acquisition (including by
merger, consolidation or transfer or issuance of equity securities or otherwise) in a transaction or
series of related transactions of 50% or more of the equity or voting interests in a Person (B)
otherwise obtaining the right to elect a majority of the board of directors (or similar governing
body) of such Person or (C) the acquisition of all or substantially all of the assets of such Person;
provided that the actions of the type specified in clauses (i), (ii) and (iii) of the first proviso in the
definition of Asset Retention Transaction (disregarding the references to the specific Sellers) shall
not constitute a Change of Control.
“Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.
“Claim in the CCAA Cases” means any right of any Person, including the right to
an equitable remedy, against the Canadian Debtors and the other applicants in the CCAA Cases, or
any of them or their assets, in connection with any indebtedness, liability or obligation of any kind
of the Canadian Debtors and the other applicants in the CCAA Cases, or any of them, whether
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured, unsecured, recourse, non-recourse, present, future, known or unknown, by
guarantee, surety or otherwise and whether or not such right is executory in nature, including the
right or ability of any Person to advance a claim for contribution or indemnity or otherwise with
respect to any matter, action, cause or chose in action, whether existing at present or commenced
in the future, and any indebtedness, liability or obligation of any kind, including the right to an
equitable remedy, arising out of the restructuring, termination, repudiation or disclaimer of any
lease, contract, or other agreement or obligation on or after the Petition Date.
“Claim in the Chapter 11 Cases” has the meaning ascribed to the term “claim” in
section 101(5) of the U.S. Bankruptcy Code.
“Closing” has the meaning set forth in Section 2.3.1.
“Closing Date” has the meaning set forth in Section 2.3.1.
“Closing Date License Agreement” has the meaning set forth in Section 5.13(a).
“Closing Taxable Year” means the taxable year in which the acquisition of the
Assets is consummated and the Optioned Licenses are granted.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Collective Labor Agreement” means any written agreement that a Seller or any
of its Affiliates has entered into with any union, works council or collective bargaining agent or
that applies with respect to terms and conditions of employment of the Employees of such Seller or
its Affiliates.
“Commitment Letters” has the meaning set forth in Section 3.3(a).

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“Commitments” has the meaning set forth in Section 3.3(a).
“Commercial Licenses” means the Pre-Divestiture Commercial Licenses, the
Post-Divestiture Commercial Licenses and the End-User Licenses.
“Common Interest Agreement” means an agreement, in a form to be mutually
agreed reasonably and in good faith following the date hereof and prior to the Closing Date, by and
among the Parties, to be dated as of the Closing Date, providing for the common interest privilege
to attach, to the maximum extent permitted by applicable Law, to any privileged Patent Related
Documents or other privileged documents to be acquired by the Purchaser pursuant to this
Agreement or any other Transaction Document (it being understood that such Common Interest
Agreement shall not diminish, terminate or otherwise affect any attorney-client privilege,
protection pursuant to the work product doctrine or other privilege or protection of any Party or of
the Parent with respect to any such documents).
“Consent” means any approval, authorization, consent, order, license, permission,
permit, qualification, exemption, revocation or waiver by any Government Entity or other Third
Party, but shall not include any consent that is rendered unnecessary by operation of Bankruptcy
Laws.
“Contested Claim” has the meaning set forth in Section 9.4(b).
“Continuing Unlisted License” means, with respect to any Transferred Patent,
Specified UK Patent or Jointly Owned Patent, any license under such Transferred Patent,
Specified UK Patent or Jointly Owned Patent granted prior to the date hereof which license is not
specifically listed (including by use of defined term) on Schedule 2.1.1(a) of the Sellers Disclosure
Schedule and which license, pursuant to and after giving effect to the License Rejection
Procedures (as defined and set forth in the U.S. Bidding Procedures and Sale Motion) and the
Canadian License Rejection Procedures (as defined in and set forth in the Canadian Sales Process
Order Motion), continues to burden such Transferred Patent, Specified UK Patent or Jointly
Owned Patent following the consummation of the transactions contemplated by this Agreement.
“Contract” means any written binding contract, agreement, instrument, lease,
ground lease or commitment.
“Control,” including, with its correlative meanings, “Controlled by” and “under
common Control with”, means, in connection with a given Person, the possession, directly or
indirectly, of the power to either (i) elect more than fifty percent (50%) of the directors of such
Person or (ii) direct or cause the direction of the management and policies of such Person, whether
through the ownership of securities, contract or otherwise.
“Cross-Border Protocol” means that certain Cross-Border Insolvency Protocol
approved by the U.S. Bankruptcy Court’s Order Pursuant to 11 U.S.C. § 105(a) Approving
Cross-Border Court-to-Court Protocol, dated January 15, 2009, and the Canadian Court in an order,
dated January 14, 2009, as the same has been and may be further amended from time to time.
“Cross-License Agreements” has the meaning set forth in Annex I.

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“Cure Cost” means (i) any amounts required by the U.S. Bankruptcy Code,
including section 365(b)(1) thereof, and any applicable order of the U.S. Bankruptcy Court to cure
any defaults by the Sellers or any of their Affiliates under a 365 Contract and to pay any actual
pecuniary losses that have resulted from such defaults under such 365 Contract and (ii) with
respect to any Non-365 Contract (other than Contracts of a Canadian Debtor that are assignable to
the Purchaser without the consent of the counterparty), any amounts necessary to cure any defaults
and to pay any actual pecuniary losses under such Contract in respect of the period prior to the
Petition Date.
“Damages” has the meaning set forth in Section 9.2.means all claims, demands,
suits, Actions, causes of actions, losses (including, for the avoidance of doubt, loss of profits,
internal costs, loss of revenue and lost sales), costs, damages, liabilities and out-of-pocket
expenses incurred or paid, including reasonable attorneys’ fees (including such fees which are
incurred in connection with a dispute of the provisions of this Agreement), fines, penalties, costs of
investigation or settlement, other professionals’ and experts’ fees, and court or arbitration costs
(but specifically excluding any special, punitive, exemplary or speculative damages except to the
extent such damages specifically excluded herein are awarded to a Third Party).
“Data Room” means the Merrill electronic data site entitled “Iceberg.”
“Deferred Jurisdiction” has the meaning set forth in Section 5.6(f).
“Deposit Escrow Account” means the escrow account holding the Good Faith
Deposit to be set up by the Escrow Agent pursuant to the Escrow Agreement.
“Designated Courts” has the meaning set forth in Section 10.6(b)(i).
“Disclosed Intercompany Licenses” means those Contracts listed in Exhibit OM
hereto.
“Distribution Agent” means the Person that will act as distribution agent for the
Sellers hereunder, the identity of which to be notified in writing by the Primary Seller Parties to the
Purchaser and the Escrow Agent by not later than five (5) Business Days prior to the Closing.
“Divested Business” means the businesses or product lines of the Sellers set forth
on Section 1.1(l) of the Sellers Disclosure Schedule sold after the Petition Date in connection with
the Bankruptcy Proceedings .
“Divestiture Date” means with respect to each of the Divested Business set forth
on Section 1.1(l) of the Sellers Disclosure Schedule, the date that such divestiture is or was
completed.
“EC Merger Regulation” means Council Regulation (EC) No 139/2004 of
January 20, 2004 on the control of concentrations between undertakings, as amended.
“EC Regulation” has the meaning set forth in the recitals to this Agreement.
“EMEA Cases” has the meaning set forth in the recitals to this Agreement.

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“EMEA Sellers” has the meaning set forth in the preamble to this Agreement.
“Employee” means an employee of the Sellers whose employment relates to the
development, maintenance or management of the Assets.
“End-User License” means any Contract entered into by, on behalf of or under
authority of Sellers or their Affiliates prior to the date hereof and, to the extent that would be
permitted after the Closing pursuant to the Closing Date License Agreement, after the date hereof,
including any click-through or shrink wrap license, that (i) accompanies the sale, servicing
(including support, maintenance and installation) or licensing of any Nortel Product to an end user
or customer in the ordinary course of business, and (ii) includes a non-exclusive grant of a license
to the customer or end user under any of the Transferred Patents, the Jointly Owned Patents, or the
Specified UK patents, where such license is limited to the right to use such Nortel Product.
“English Court” means the High Court of Justice of England and Wales.
“Ericsson” means Ericsson AB or any of its Affiliates.
“Ericsson Licenses” means (i) that certain Intellectual Property License
Agreement by and between NNL, NNI, the EMEA Sellers, the Joint Administrators and Ericsson
AB, classified as document number 2.5.3.175.4 in the Data Room and (ii) that certain Transition
Services Agreement between NNL, NNI, NNUK, NN Ireland, the Joint Administrators and certain
other Affiliates of the Sellers and Telefonaktiebolaget L M Ericsson (publ).
“Escrow Agent” means Wells Fargo Bank, National Association, a national
banking association, in its capacity as escrow agent under the Escrow Agreement.ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.
“Escrow Agreement” means the escrow agreement among the Primary Seller
Parties and NNSA, the Purchaser and the Escrow Agent to be entered into in the form of Exhibit C
hereto in accordance with Section 2.2.3(a).ERISA Affiliate Liability” means any obligation,
liability, or expense of any Seller which arises under or relates to any employee benefit plan or
arrangement of Seller or its affiliates that is subject to Title IV of ERISA, Section 302 of ERISA,
Section 412 of the Code, COBRA or any other statute or regulation that imposes liability on a
so-called “controlled group” basis with or without reference to any provision of Section 414 of the
Code or Section 4001 of ERISA, including by reason of any Seller’s affiliation with any of any
trade or business, whether or not incorporated, that together with the Seller would be deemed a
“single employer” within the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”)or the
Purchaser or any of its limited partners being deemed a successor to any ERISA Affiliate of any
Seller.
“Excess VAT” has the meaning set forth in Section 6.9(e)(ii).
“Excluded Assets” has the meaning set forth in Section 2.1.2.
“Excluded Liabilities” has the meaning set forth in Section 2.1.4.
“Excluded Licenses” has the meaning set forth in Section 2.1.2(i).

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“Excluded Patents” means only the specifically identified patents, patent
applications and provisional patent applications listed in Section 1.1(c) of the Sellers Disclosure
Schedule.
“Executory Contract” means an “executory contract” for the purposes of the U.S.
Bankruptcy Code.
“Exercise Price” has the meaning set forth in Section 5.19(b).
“Expense Reimbursement” has the meaning set forth in Section 8.2(a).
“FCC” means the French Commercial Code.
“Final Order” means an order of any Bankruptcy Court or other court of
competent jurisdiction (a) as to which no appeal, notice of appeal, motion for leave to appeal,
motion to amend, vacate or make additional findings of fact, motion to alter or amend judgment,
motion for rehearing, amendment, vacatur, additional findings or alteration or amendment of
judgment or motion for new trial has been timely filed or, if any of the foregoing has been timely
filed, it has been disposed of in a manner that upholds and affirms the subject order, with respect to
the U.S. Bidding Procedures Order, U.S. Sale Order, Canadian Sales Process Order, and Canadian
Approval and Vesting Order in a manner consistent with the provisions of Sections 5.1(c), 5.1(d),b)
and 5.2(a) and 5.2(b), and, with respect to any other orders, in all material respects, without the
possibility for further appeal or rehearing thereon; (b) as to which the time for instituting or filing
an appeal, motion for rehearing or motion for new trial shall have expired; and (c) as to which no
stay is in effect; provided, however, that, with respect to an order issued by the U.S. Bankruptcy
Court, the filing or pendency of a motion under Federal Rule of Bankruptcy Procedure 9024
(“Rule 9024”) or Federal Rule of Civil Procedure 60 (“Rule 60”) shall not cause an order not to be
deemed a “Final Order” unless, in the case of a Rule 9024 motion, such motion shall be filed
within fourteen (14) days of the entry of the order at issue or, in the case of a Rule 60 motion, such
motion shall be filed within thirty (30) days of the entering of the order at issue.
“French Case” has the meaning set forth in the recitals to this Agreement.
“French Court” means the Commercial Court of Versailles or a member of the
Commercial Court of Versailles, and in particular the “juge commissaire” appointed by such Court
in a supervisory capacity in the context of the Secondary Proceedings, or of any superior French
Court.
“French Court Order” means thethat certain order of the French Court to bedated
April 28, 2011, entered in accordance with the FCC in connection with the transactions
contemplated hereby and in the other Transaction Documents and authorizing the French
Liquidator to execute this Agreement and any and all other Transaction Documents in furtherance
hereof.
“French Liquidator” has the meaning set forth in the preamble to this Agreement.

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“French Office Holders” means the mandataire liquidateur and the
administrateur judiciaire appointed by the French Court on the opening of the Secondary
Proceedings.
“Good Faith Deposit” has the meaning set forth in Section 2.2.2(a)the preamble to
this Agreement.
“Government Entity” means any U.S., Canadian, UK, supranational, foreign,
domestic, federal, territorial, provincial, state, municipal or local governmental authority,
quasi-governmental authority, instrumentality, court, government or self-regulatory organization,
commission, tribunal or organization or any regulatory, administrative or other agency, or any
political or other subdivision, department or branch of any of the foregoing, including the
European Commission.
“GST/HST” means goods and services tax or harmonized sales tax payable under
Part IX of the Excise Tax Act (Canada).
“Guaranteed Obligations” has the meaning set forth in Section 10.24(a).
“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
“ICA Approval” means: (a) if the transactions contemplated by this Agreement
are subject to review under Part IV of the Investment Canada Act, the Purchaser shall have
received notification from the responsible Minister under the Investment Canada Act that he is
satisfied or is deemed to be satisfied that the transactions contemplated in this Agreement are
likely to be of net benefit to Canada, on terms and conditions satisfactory to the Purchaser, in its
reasonable discretion, and (b) the Purchaser shall not have received notice from the responsible
Minister under either subsection 25.2(1) of the Investment Canada Act or subsection 25.3(2) of the
Investment Canada Act within the period prescribed by the Investment Canada Act or, if the
Purchaser has received such a notice, the Purchaser shall have subsequently received one of the
following notices, as applicable: (i) under paragraph 25.2(4)(a) of the Investment Canada Act
indicating that no order for the review of the transactions contemplated by this Agreement will be
made under subsection 25.3(1) of the Investment Canada Act, (ii) under paragraph 25.3(6)(b) of
the Investment Canada Act indicating that no further action will be taken in respect of the
transactions contemplated by this Agreement, or (iii) under subsection 25.4(1) of the Investment
Canada Act that the Governor in Council authorizes the completion of the transactions
contemplated by this Agreement, on terms and conditions satisfactory to the Purchaser, in its
reasonable discretion.
“Indemnification Claim” has the meaning set forth in Section 9.3(a).Incremental
Taxes” means the excess of (i) the cash Taxes actually paid or payable by a Canadian Seller, a U.S.
Seller or an EMEA Seller, as the case may be, for the Closing Taxable Year and subsequent
taxable years as a result of the receipt of the Optioned Licenses Fees, over (ii) the cash Taxes that
would have been payable by a Canadian Seller, a U.S. Seller, or an EMEA Seller, as the case may
be, for the Closing Taxable Year and subsequent taxable years if the Optioned Licenses had not
been granted and the amount of the Optioned License Fees had instead been paid as additional

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Purchase Price for the Assets, in each case taking into account the character of the income
recognized by the Canadian Sellers, the U.S. Sellers or the EMEA Sellers, as the case may be, in
the Closing Taxable Year and subsequent taxable years, the Tax rates actually applicable to the
Canadian Sellers. the U.S. Sellers or the EMEA Sellers, as the case may be, in the Closing Taxable
Year or such subsequent taxable years, the deductibility or creditability in one jurisdiction of
Taxes imposed by another jurisdiction and any limitations thereon, and determined in each case as
if all losses, undeducted expenses, tax credits or any other tax attributes that are available under
Applicable Law as determined by the Canadian Sellers, the U.S. Sellers or the EMEA Sellers, as
the case may be, in their reasonable discretion, could have been used to reduce the amount of cash
Taxes payable by the Canadian Sellers, the U.S. Sellers or the EMEA Sellers, as the case may be,
for the Closing Taxable Year or a subsequent taxable year had been so used.
“Indemnification Escrow Account” has the meaning set forth in Section 2.3.2(b).
“Indemnification Escrow Amount” has the meaning set forth in Section 2.3.2(b).
“Insolvency Act” has the meaning set forth in the recitals to this Agreement.
“Intellectual Property” means all intellectual property rights as recognized under
the Laws of the United States of America, Canada and/or other countries or jurisdictions, including
rights in and to: (a) Trademarks; (b) Patents, invention disclosures and inventions; (c) copyrights
and works of authorship; (d) Trade Secrets; and (e) Software; in each case, including any
registrations or applications therefor.
“Intercompany Contract” means any Contract among any Seller or Affiliate of a
Seller on the one hand, and any other Seller(s) or Affiliate(s) of any Seller on the other hand, and to
which no Third Party is a party.
“Inventory” means Nortel Products (i) owned by Sellers or their Affiliates that are
part of the inventory of products of the Sellers or their Affiliates existing as of the date hereof, or (ii)
that Sellers or their Affiliates have ordered or committed to buy pursuant to Contracts in existence
as of the date hereof and that are actually delivered to and received by the Sellers or their Affiliates
into inventory by one year from the Closing Date.
“Investment Canada Act” means the Investment Canada Act, as amended.
“Irish Joint Administrators” has the meaning set forth in the preamble to this
Agreement.
“Joint Administrators” has the meaning set forth in the preamble to this
Agreement.
“Jointly Owned Patents” means (a) those patents, provisional patent applications
and patent applications specifically identified as such in Section 1.1(d) of the Sellers Disclosure
Schedule (the “Listed Jointly Owned Patents”); (b) national (of any country of origin) and
multinational patents or patent applications (i) to which any of the Listed Jointly Owned Patents
claims priority (directly or indirectly), (ii) for which any of the Listed Jointly Owned Patents forms
a basis for priority (directly or indirectly), and/or (iii) which are subject to a terminal disclaimer
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with any of the Listed Jointly Owned Patents; (c) reissues, reexaminations, continuations,
continuations-in-part, continuing prosecution applications, requests for continuing examinations,
divisions, registrations or other extensions of any item in any of the foregoing categories (a) and
(b); (d) national (of any country of origin) and multinational counterparts of any item in any of the
foregoing categories (a) through (c), including certificates of invention, design registrations and
utility models; (e) all rights provided by multinational treaties or conventions for any item in any
of the foregoing categories (a) through (d); and (f) the inventions disclosed in the invention
disclosures set forth in Section 1.1(d) of the Sellers Disclosure Schedule; but in the case of each of
clauses (b) through (d), (1) solely to the extent owned, at least in part, by the Sellers, and (2)
excluding the Excluded Patents and the Transferred Patents.
“Joint Ownership Agreement” has the meaning set forth in Annex I(m).
“Knowledge” or “aware of” or “notice of” or a similar phrase shall mean, with
reference to the Sellers, the actual knowledge of those Persons listed on Section 1.1(e)(i) of the
Sellers Disclosure Schedule, after having made reasonable inquiry of those Persons listed on
Section 1.1(e)(ii) of the Sellers Disclosure Schedule and, with reference to the Purchaser, the
actual knowledge of those Persons listed on Exhibit D hereto.
“Law” means any U.S., Canadian, U.K., supranational, foreign, domestic, federal,
territorial, state, provincial, local or municipal statute, law, common law, ordinance, rule,
regulation, order, writ, injunction, directive, judgment, decree or policy or guideline having the
force of law.
“Liabilities” means debts, liabilities, commitments and obligations, whether
accrued or fixed, absolute or contingent, matured or unmatured or determined or undeterminable,
including those arising under any Law or Action and those arising under any contract, agreement,
arrangement, commitment or undertaking or otherwise, including any Tax liability or tort liability.
“License Power of Attorney” shall have the meaning set forth in Section 10.1.
“Licensed Residual Patents” means (i) all Patents (other than Transferred Patents,
Jointly Owned Patents, Specified UK Patents and Excluded Patents) owned in whole or in part by
any of the Sellers or any of their Affiliates, (ii) all inventions, other than the Listed Inventions,
disclosed in the invention disclosures owned by any of the Sellers or any of their Affiliates, if any
such Patents or inventions exist and (iii) all Patents, other than Transferred Patents, Jointly Owned
Patents, Specified UK Patents and Excluded Patents, in respect of which any Seller or any Affiliate
of any Seller holds an exclusive license to all or substantially all of the rights thereunder.
“Lien” means any lien (statutory or otherwise), mortgage, pledge, security interest,
charge, hypothecation, encumbrance, easement, encroachment, right-of-way, right of first offer,
right of first refusal, restrictive covenant on real property, real property license, lease, lien or
similar charge of any kind (including any conditional sale arrangement or other title retention
agreement). For the avoidance of doubt, “Lien” does not include any Intellectual Property license.
“Listed Inventions” has the meaning set forth in the definition of Transferred
Patents.

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