Section III.B of the Proposed Consent Order would require Intel to offer to modify the change of control terms in Intel's intellectual property licenses with AMD, NVIDIA, and Via. The Commission is concerned that Intel's past conduct has weakened AMD and Via - Intel's only x86 competitors.
This provision seeks to ensure that these existing competitors can partner with third parties to create a more formidable competitor to Intel.
The existing change of control terms in licensing agreements potentially limit the ability of AMD, NVIDIA, and Via to take part in a merger or joint venture, or to raise capital. The provisions in the Proposed Consent Order are designed to allow AMD, NVIDIA, and Via to enter into a merger or joint venture with a third party, or to otherwise raise capital, without exposing itself to an immediate patent infringement suit by Intel. In the event that AMD, NVIDIA, or Via undergo a change of control, these provisions prohibit Intel from suing for patent infringement for 30 days. Furthermore, Intel must offer a one-year standstill agreement during which the acquiring party and Intel would not sue each other for patent infringement while both parties enter into good faith negotiations over a new license agreement.
The Commission takes seriously Intel's commitment under these provisions in the Proposed Consent Order. The Commission has authority under the Order to evaluate and determine whether Intel in fact engages in good faith negotiations and the Commission will be able to enforce the Proposed Consent Order if Intel does not negotiate in good faith.
In the event the change of control terms are invoked, the Commission will carefully scrutinize Intel's conduct and take action, if appropriate.
http://regulations.justia.com/regulations/fedreg/2010/08/10/2010-19694.html