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| AOL > SEC Filings for AOL > Form 8-K on 15-Jun-2012 | All Recent SEC Filings |
15-Jun-2012
Completion of Acquisition or Disposition of Assets
On June 15, 2012, AOL Inc., a Delaware corporation ("AOL" or the "Company"), announced that it closed a previously announced transaction with Microsoft Corporation, a Washington corporation ("Microsoft") to sell over 800 of the Company's patents and their related patent applications (the "Patent Portfolio") and to grant Microsoft a non-exclusive license to its retained patent portfolio, for aggregate proceeds of $1.056 billion in cash, pursuant to a definitive agreement (the "Purchase Agreement") which the Company entered into with Microsoft on April 5, 2012.
At the closing of the transaction, the Company and Microsoft entered into an Intellectual Property Matters Agreement which provides for (i) a non-exclusive license to the Company for the use of all of the transferred patents in the Patent Portfolio and (ii) mutual releases with respect to claims arising from patents held by the other party prior to the closing. Additionally, the Company granted Microsoft a non-exclusive license under all the patents retained by the Company after the closing and Microsoft granted the Company certain defensive termination rights related to those retained patents.
AOL will file a copy of the Purchase Agreement and the Intellectual Property Matters Agreement as exhibits to its Form 10-Q for the quarter ended June 30, 2012. The above descriptions of the Purchase Agreement and the Intellectual Property Matters Agreement have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement and the Intellectual Property Matters Agreement. They are not intended to provide any other factual information about the Company, Microsoft, or their respective subsidiaries and affiliates, are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Intellectual Property Matters Agreement. Therefore, investors and security holders should not treat them as categorical statements of fact.
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