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`EXHIBIT 8
`EXHIBIT 8
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`FILED UNDER SEAL
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`Message
`
`Workflow Mailer [wfmail@google.com]
`From:
`7/30/2015 11:32:15 PM
`Sent:
`QUEIROZ, MARIC [mariog@google.com]
`To:
`Action Required First Reminder: Change Request for Requisition 506807 (2641790.00 USD) for ZAFIR, SHAHEER
`Subject:
`Attachments: Untitled attachment 00021.htm
`
`Top of Form
`
`From RAVANPAY, MEHRAN
`To QUEIROZ, MARIO
`Sent 30-Jul-2015 16:30:14
`Due 31-Jul-2015 16:30:14
`ID 12291442
`
`Organization GOOGLE, INC
`Old Requisition Total 2132790.00 USD
`(local)
`New Requisition Total 2641790.00 USD
`(local)
`Requisition Title Google Eureka/TV - OpEx - Microsoft Quarterly
`Licensing PlayReady Final Distribution
`
`mequisition Lines
`
`Ee
`
`isso
`
`Indicates new value
`
`Indicates previously cancelled line
`
`
`
`exect PO Cancel
`
`
`Accouming Soing |
`MiOUSe Tor Calais |
`
`cUUHEyNe Reason
`Lin DescriptionSupplier
`
`
`
`
`
`
`
`2130000
`Quarterly MICROSOFT
`
`
`
`
`USD2630000,00USD sone269186,
`
`Add funds |
`
`
`request -
`POto
`cover
`
`
` licensing
`
`2790.00 USD|
`
`
`
`|
`
`request-
`PO to
`cover
`Q215
`PlayReady
`licensing |
`Simba
`
`
`
`:2130000.00 USD
`
`
`
`MICROSOFT
`
`
`Aoproval Sequence
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00219156
`
`FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER
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`

`

`Case 6:21-cv-00569-ADA Document 185-6 Filed 01/19/23 Page 3 of 29
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`
`30-Jul-2015 Mario. This PO for the Chromecast PlayReady license (covers Q4
`RAVANPAY,
`35 MEHRAN
`Approved
`16:30:13
`
`and a small portion of Q1 -- we have accrued for Q4 portion). ts:Jul-2015 Adding funds to Quarterly PlayReady License PO covering Q2'15.
`
`
`
`‘Change
`
`30
`
`
`
`
`28-Jul-2015 ©
`
`Simba 269186 3132 AZORES, NICOLE Approved 13:12:59ZAFIR, SHAHEER Forwarded 16:16:04 __
`ZAFIR, SHAHEER Requested 16:15:47.
`
`
`28-Apr-2015,5
`
`26.DINOApprovedee
`
`
`28-Apr-201
`
`PATEL, NIMIT
`97-Jan-2015
`QUEIROZ, MARIO |
`
`
`
`
`22.GONCALVESee
`RAVANPAY,
`23-Jan-2015.
`21 MEHRAN
`16:33:37.
`|
`
`Approved
`
`
`
`GOMEZ, ANGELO
`DINO
`
`23-Jan-2015
`
`avyPATEL,NIMITForwarded081kiti
`23-Jan-201
`
`
`
`08:19:49
`BOWERS,
`23-Jan-2015.
`
`14.ANDREWcntakenORT
`
`
`
`RAVANPAY,
`22-Jan-2015
`"COSTE, LAUREN
`22-Jan-2015 |
`12 BENNER
`Hi Lauren - This is a $1.5M PO for the Chromecast PlayReady
`22-Jan-2015 license (covers Q4 and a small portion of Q1 -- we have accrued for
`TAYLOR,
`__Q4portion). Please approve and forward to @mehranr,
`AqJONATHANDAVIDApprovedove 16:49:32
`
`"GOMEZ, ANGELO
`|
`10 DINO
`Approved
`12:26:14
`
`16:54:06
`
`_
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00219157
`
`FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER
`
`

`

`!
`
`Case 6:21-cv-00569-ADA Document 185-6 Filed 01/19/23 Page 4 of 29
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`eeFILEDUNDERSEALPURSUANTTOPROTECTIVEORDERony
`21-Jan-2015)
`|
`9
`AZORES, NICOLE Approved
`12:19:21
`|
`21-Jan-2015.
`8
`PATEL, NIMIT
`Forwarded
`12:17:11
`
`
`
`
`PATEL, NIMIT
`submitted
`
` PATEL, NIMIT
`
` TAYLOR,
`
`
`
` GOMEZ, ANGELO -
`DINO
`
`| 1
`
`PATEL, NIMIT
`
`Submitted
`
`
`Click here to approve in PIVT
`
`Click here to approve in Oracle
`
`Copyright (c) 2006, Oracle. All rights reserved.
`
`Bottom of Form
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`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
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`GOOG-TST-00219158
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` Message
`
`Workflow Mailer [wfmail@google.com]
`From:
`10/29/2014 4:36:03 PM
`Sent:
`QUEIROZ, MARIC [mariog@google.com]
`To:
`Action Required: First Reminder: Change Request for Requisition 271783 (2850000.00 USD) for PATEL, RAJENDRA
`Subject:
`Attachments: Untitled attachment 00012.htm
`
`Top of Form
`
`From RAVANPAY, MEHRAN
`To QUEIROZ, MARIO
`Sent 29-Oct-2014 09:34:48
`Due 30-Oct-2014 09:34:48
`ID 11347188
`
`Organization GOOGLE, INC
`Old Requisition Total (local) 2000000.00 USD
`New Requisition Total 2850000.00 USD
`(local)
`Requisition Title Microsoft PlayReady DRM Royalty License
`Payment
`
`mequisition Lines
`
`as
`
`Indicates new value
`
` Indicates previously cancelled line
`
`products
`using
`Playready
`Final
`Distribution |
`
` microsoft.
`
`‘Microsoft
`Licensing,
`GP -
`PlayReady |
`Final
`
`License-
`Eureka
`MICROSOFT
`(New)
`2000000
`
`
`
`[146903] in LICENSING |
`
`285000045
`
`2000000.00 USD
`
`
`
`
`
`FundsTo |
`
`cover
`Q3'14
`‘Licensin
`
`Approval Sequence
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
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`
`
`QUEIROZ, MARIO |
`
`
`AO...GONCALVESa,Pending eeQuarterly Play Readylicensing fee we pay Microsoft for Chromecast |
`
`units shipped out of Flex. The license fee is $0.35/unit forthe first
`200k, decreases to $0.32/unit for up to 300k, decreases to $0.29/unit
`for up to 500k and $0.26/unit for anything above 500k.
`
`
`
`|
`37
`
`|
`TAYLOR,
`JONATHAN DAVIDApproved
`
`22-20-042018
`
`CLESSURAS,
`83...ARTHURJAMES._Approve BASmnie
`SIDRYS, GAJA
`82.KRISTINA.APProved 13007352
`UPSON, LINUS
`31MICHAELDelegated
`TAYLOR,
`29:03HiLauren-ThisisPO
`30JONATHANDAVIDApproved
`TROGLER,
`16:22:10Maternityeave
`29.JESSICAE.|Delegated
`TAYLOR,
`No action
`28JONATHANDAVIDtakenLn
`TROGLER,
`Delegate
`JESSICA E.
`No action
`TAYLOR,
`JONATHAN DAVID taken
`
`TROGLER,
`25HESSICAE.smnDelegated
`1253Maternityeavesmut
`:
`RAVANPAY,
`|
`24MFEARANcsApproved
`|
`GOMEZ, ANGELO”
`23 DINO
`Forwarded 16:04:57
`
`
`
`
`
`27
`
`26
`|
`
`28Scsumnnnnunnnininaninnnniinuninininniiniinninniininnnnnniinnnnnnnnnnnnnne
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`GOMEZ, ANGELO Change
`
`
`|
`SIDRYS, GAJA
`
`21KRISTINAApprovec
`
`
`
`UPSON, LINUS
`20MICHAELDelegated
`
`
`TAYLOR,
`
`JONATHAN DAVIDApproved
`
`|
`
`TROGLER,
`
`|
`
`
`
`|
`TAYLOR,
`No action
`APJONATHANDAVIDtaken
`04TSunmanned
`
`16JESSICAE.covennnnnnnelDelegated
`15:00:57Maternityeave
`
`
`No action
`TAYLOR,
`
`ASJONATHANDAVIDtaken OO
`
`
`_-TROGLER,
`14.
`JESSICA E.
`
`
`
`|
`TROGLER,
`,
`
`12,JESSICAE.Delegate
`51:22_Matemityleave
`CLESSURAS,
`ARTHUR JAMES Approved
`
`14
`
`:
`8
`
`QUEIROZ, MARIO |
`GONCALVES
`
`Adding more funds to pay out Oct, Nov, Dec, 2013 PlayReadylicense |
`fee.
`
`
`
`KOTHARI,
`6SUVEERApproved 14.2020
`~~
`PREVE, SHANNA |
`!
`NICOLE
`PREVE, SHANNA |
`NICOLE
`4.__STEINBACHSubmitted
`PREVE, SHANNA |
`NICOLE
`STEINBACH
`
`3
`
`Withdrawn
`
`
`
`PO to pay royalty for products using Playready Final Distribution
`license form microsoft. Microsoft Licensing, GP- PeyReady Final
`21:47:51_DistributionLicense-Eureka(New)[146903]inSimba.
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
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`Case 6:21-cv-00569-ADA Document 185-6 Filed 01/19/23 Page 8 of 29
`oiiiFILEDUNDERSEALPURSUANTTOPROTECTIVEORDER
`PREVE, SHANNA |
`14-Feb-
`NICOLE
`2STEINBACH__ Forward
`PREVE, SHANNA |
`NICOLE
`‘STEINBACH
`
`PO to pay royalty for products using Playready Final Distribution
`license form microsoft. Microsoft Licensing, GP - PlayReady Final
`
`
`
`4
`
`Copyright (c) 2006, Oracle. All rights reserved.
`
`Bottom of Form
`
`Piease click here to Respond
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
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` Message
`
`From:
`Sent:
`To:
`cc:
`Subject:
`
`Sundar Pichai [sundar@google.com]
`12/5/2012 5:37:35 PM
`Mario Queiroz [marioq@google.com]
`Linus Upson [linus@google.com]
`Re: Sundar's Approval for PlayReady License
`
`Approved thanks
`
`~ Sundar
`
`On Tue, Dec 4, 2012 at 4:07 PM, Mario Queiroz <mariog@google.com> wrote:
`| Sundar, Eureka is implementing Widevine and PlayReady DRM. PlayReady will be required for Netflix and other
`_ partners beyond the original launch. PlayReady is a top DRM choicefor the living room since XBox usesit and every
`_ developeris on XBox.
`
`As the Exec Sponsor of deals with Microsoft, | need your approval. Dave Rolefson and Sarah Longstreth have both been
`involved in the contract. Further detail in the email of below and in the attached FMG Deal Review deck.
`
`Thanks,
`
`mario
`
`oo Forwarded message ---------~
`| From: Shanna Prevé <shanna@google.com>
`_ Date: Mon, Dec 3, 2012 at 11:11 PM
`_ Subject: Sundar's Approval for PlayReady License
`_ To: Mario Queiroz <mariog@google.com>, Brian Mendonca Cell <pmendonca@google.com>
`
`_ Hi Mario,
`
`Sundar is the Executive Sponsor for any deals with Microsoft; could you please secure Sundar’s approval to move
`forward with seeking a PlayReady license fram Microsoft?
`
`_
`
`| PlayReady is a proprietary DRM technology from Microsoft commonly used by content services like Netflix and Amazon
`_
`to protect content per Studio requirements. Google TV supports PlayReady, via a 2010 PR Master Agreement and also
`| a 2011 PR Development License we signed. For Google TV, we only needed a development license since our OEMs
`_
`like Sony and Vizio would license PR technology through a Final Distribution License which grants the OEM the right
`to sell devices using PR to users.
`
`For Eureka, since we're acting as the OEM, we'll have to contract with Microsoft via a Final Distribution License to
`_ distribute Eureka devices with PlayReady. Netflix requires PlayReady, so we cannot launch withoutthislicense.
`
`| Fees:
`Google pays $30K upfront
`,
`@
`Google pays a per-device fee, starting at $0.35/device in a waterfall royalty structure that decreases as the # of
`e
`devices increases down to $0.15 for > 8M units
`
`Google may recoup the per-device fee againstthe initial $30K until we go beyond $30K total royalties
`®
`Should we cancel before the 5-year term expires, we do not recoup the $30K
`@
`|
`| PM/ENG have signed off on all the additional compliance + robustness rules linked to from this contract.
`: Microsoft is a Top Partner, so we've filed a go/new deal and also had multiple discussions with Dave Rolefson as well as
`Sarah Longstreth (chrome product-counsel) about the contract. Pending Sudars email approvable to move forward,
`| Dave and Sarah have approved the contract.
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
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`

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`in the event that we need fo take this to FMG Deal Review b.c Microsoifis the licensor, we've prepared the deck here.
`
`Thanks,
`| Shanna
`
`* +} 650.253.4450 | 650.804.2594 »
`
`
`
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`Case 6:21-cv-00569-ADA Document 185-6 Filed 01/19/23 Page 11 of 29
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` Message
`
`From:
`Sent:
`To:
`cc:
`
`Subject:
`
`Kristen Hunter [kristenh@google.com]
`12/18/2012 10:31:15 PM
`Shanna Prevé [shanna@google.com]
`Mario Queiroz [marioq@google.com]; Priscilla Munoz [priscillamunoz@google.com]; Monica Cha
`{mcha@google.com]; Suveer Kothari [suveer@google.com]; Richard Wilches [richwilches@google.com]
`Re: Request for Google/Flextronics deal to be processed before EOY
`
`+ Rich who manages FMG
`
`Hi Mario and team,
`
`i'm not the expert / final decision maker on what requires deal review (which is why | looped in Rich here) but I'm happyto
`quickly summarize and opine as to whatfinancial commitments are being made to help the Compliance team make the
`call.
`| do agree that as GTV is now part of the Chrome & Apps PA, that YTX doesn't make sense but FMG may in some
`instances to get Sundar and Joan's review.
`
`Flextronics DSA: Google committing to a development schedule and price list for future Eureka inventory buys ($26.xx +
`accessories) + $52K in NRE + the payment process/timing. The actual orders for production materials will happen on
`POs and by exchanging demand forecasts between the two operations teams so there is not a large $$ commitmentin
`the agreementitself. The contractis still in negotiation and | had some questions aboutprice, offset rights, back-dating to
`July, and tooling cost estimates and they are currently being discussed by the team.
`| think an in-person FMG discussion
`would be valuable but is probably unlikely given the timing. Can also use ChromeOS as an example for how/wheretheir
`master agreements were discussed with the cross functional teams.
`
`Marvell: Google to receive a $3.30 commission / rebate from Marvell on the chips that they sell to Flextronics. Open
`questions on the contract include how the Flex / Marvell obligations are described and how the invoicing and tax will work
`on the rebate transaction but notlikely an FMG discussion required.
`
`Microsoft PlayReady: Google committing to pay $30K + $0.35 license per Eureka product sold (our goal in 2013 is 2.4M
`so ~$840K) so this cost scales with volume and is uncapped.
`| have not yet had time to provide questions to the deal
`team but at quick glance, the audit request could be challenging (we hardly ever grant this and not this broadly). FMG
`review is probably required based on the partner (MSFT) and uncapped payments, and potential overlap with other PAs.
`
`Netflix: have not yet reviewed - will follow up
`
`Thanks!
`Kristen
`
`On Sun, Dec 16, 2012 at 8:55 PM, Shanna Prevé <shanna@google.com> wrote:
`Hi Priscilla -
`
`Attached is the latest draft of the DSA to get you started; we'restill awaiting language edits from Flex by Monday. My
`Exec Summaryis in progress, hope | can turn it tomorrow for you.
`
`We'll know more after Tuesday 12/18 when we expectto start deal folder process and we do appreciate that there's a
`need for accuracy here because people will be standing by over the holidays - thank you.
`
`Kristen, let us know about YTX -- for both Flex and while you're at it - Marvell and Netflix.
`
`Shanna
`
`On Sun, Dec 16, 2012 at 7:43 PM, Mario Queiroz <marioq@googie.com> wrote:
`I'll let Shanna provide you real-time, accurate info on timing of signature and exec-summary + redline.
`
`Regarding YTX review, | would like Kristen's opinion. Eureka will be moving to the Chrome PA,so if the deal has to go
`to a review beyond myself and the deal team, it should go to the Chrome equivalent of YTX. Again, Kristen should
`advise.
`
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`
`thanks
`
`
`On Sun, Dec 16, 2012 at 7:33 PM, Priscilla Munoz <priscillamunoz@aqoogle.com> wrote:
`| Thanks, Mario. I'll look into setting up signature support. Can | ask that, as your timing becomes moreclear -- in
`particular, if itis delayed -- you, or the deal team, let me know ASAP? Also, the sooner | can see a draft Exec
`Summaryor redlined, the sooner | can advise the team on the Deal Folder approvers so that they can give them a
`heads up, as appropriate. Finally, per the Google TV criteria, does this deal need YTX review?
`
`Many thanks,
`Priscilla.
`
`; On Sun, Dec 16, 2012 at 10:28 PM, Mario Queiroz <mariog@google.com> wrote:
`Hi Priscilla.
`
`
`
`_ Since July, the Google TV team has been negotiating with Flextronics, our contract manufacturer for a new device
`| we're launching in 2013 called Eureka, with the goal offinalizing the agreement by EOY. We've already signed an
`| interim agreement (deal #143432), where the Master Agreement w/Flex for Google and the Interim Agreement for the
`| product were approved. This deal expands on the interim agreementto outline specific responsibilities such as
`_ componentpricing, testing, and all technical specifications for the hardware.
`
`| It's critical we get the deal closed by EOY sothat the work being done by both teams can continue to be on time and
`_ go that Googie is protected properly. We were unable to make the 12/14 deadline because the deal teams were
`_ focused on another massive deal between MMI/Google and Flextronics, which gated the completion of our Eureka
`| Device Specific Agreement.
`| We'll have a better sense of timing by Tuesday 12/18, but we expect verbal approval from both sides on language by
`| 12/19 Thursday, which will allow us to start deal folder by 12/19 or 12/20. We'll need help from the compliance team
`| and contract admin team to approve the deal, add other approvers, and do the final execution of the contract over the
`holidays.
`Please confirm anything else we need to do to have the proper support going into this week and next.
`
`|
`
`Thank you and regards,
`
`| Mario
`
`
`
`
`
`
`
`
`
` YY $650.253.4450 | 650.804.2594
`
`
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`
`
`If you received this communication by mistake, please don't forward it to
`This email may be confidential or privileged.
`anyone else, please erase all copies and attachments, and please let me know thatit went to the wrong person. Thanks.
`
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` Message
`
`Srikanth Krishnamachari [krishnamachari@google.com]
`1/3/2013 7:08:43 PM
`Mario Queiroz [marioq@google.com]
`Joan Braddi [joan@google.com]
`Re: Fwd: FMG Deal Review - January 3, 2013
`
`From:
`Sent:
`To:
`cc:
`Subject:
`
`Joan,
`
`Wedid build out the Eureka P&L through 2015 and Eureka is operating margin positive starting in Q@2 2015 Gust after two
`years, assuming we launch in Q?2 of 2013). Here is a slide that shows a detailed Eureka P&L through 2015.
`
`As the second slide in thatlink, I've also included the exercise Mario references below: how Eureka's could further
`produce upside by driving Play usage and YouTube monetization, as well as further negotiating the BOM and decreasing
`marketing spend once the product has ramped up. This of course is upside potential, and not included in the standalone
`P&L for Eureka.
`
`Best,
`Sri
`
`On Thu, Jan 3, 2013 at 10:55 AM, Mario Queiroz <mariog@google.com> wrote:
`
`Joan, of course we'd like to have as good of a deal from msft as we can get. We're assuming the licensing cost in the
`fmg terms for our bom. We do have aggressive cost reduction plans across the bom. And our cost reduction plans
`should get us to operating margin positive after 2 years just with the eureka hardware. Wealso did an exerciseto identify
`what additional Google business we would need to generate to be safely profit positive, and there are very plausible
`options with advertising and digital content sales. Wallet revenue (something Larry asked for from eureka) is upside from
`there.
`
`This full story is what we got buy-in for from Patrick, Nikesh, and Larry as part of the chrome review. Hopefully we can
`get the fmg approval.
`
`Btw, my team is moving under Sundar this year.
`Thanks
`
`On Jan 3, 2013 10:00 AM, “Joan Braddi" <joan@google.com> wrote:
`Thanks Mario.
`I'm not concerned aboutthe initial licensing terms with msft but from a business planning exercise if we
`cannot drive to a price which is net margin positive within 2 yrs, the question is at what point do we make money or we
`should be negotiating better pricing from the 3P in order to be profitable. As you look at the 15+ 3P licenses, we may
`need to negotiate better terms or be assured we can raise our prices to the consumer. Just want to ensure this is being
`looked at(it is also the reason Cloud pricing is being heavily reviewed for the same reason).
`
`Joan
`
`On Thu, Jan 3, 2073 at 9:36 AM, Mario Queiroz <mariog@google.com> wrote:
`+sri
`
`Joan, | just landed from Brazil and will be on network to look at this in more detail a bit later. I'm copying Sri who may
`be online and able to give exact numbers. Sri is in biz ops and led the bus planning project for eureka. We did have a
`very aggressive scenario with a bigger loss but which Sundar and | decided to move away from. That may be the one
`you're referring to. We reviewed the most recent (less aggressive) bus plan with Jason Wheeler and with Patrick P.
`They both approved. The plan is gross-margin positive in year 1.
`
`Without a msft playready license we don't have a product since most major content partners build using playready
`DRM due to large Xboxinstalled base. And eureka is not the only group at Google which needs playready. Android
`has told us they'll need it also for the next-gen Nexus Q.
`
`_ Thanks
`Hi Mario:
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-0021 7667
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`

`

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`| [reviewed this Microsoft PlayReady license that will be reviewed at FMG today. Question for you on the last slide
`_. which outlines the Base Investment in Eureka over the next two years - are we really expecting this productto
`| produce a loss of ~$100m over the next two years? Is there a business plan that shows when this starts to make
`_ moneyfor the company?
`= Itis hard for FMG to approve licensing terms to 3P that will make moneyfrom our distribution but for which Google
`_.
`loses money.
`(BTW - Urs made the same comment on the Cloud pricing produced by his team which showed a loss
`| as well so he did not approvethe licensing from MSFT or Amazon until the pricing/bus plan showed otherwise).
`
`Joan
`
`oo Forwarded message ----------
`_ From: Richard Wilches <richwilches@google.com>
`| Date: Wed, Jan 2, 2013 at 2:04 PM
`_. Subject: FMG Deal Review - January 3, 2013
`| To: fmg-dealreview-pc <fmg-dealreview-pc@google.com>, fmg-dealreview-syn <fmg-dealreview-syn@google.com>,
`| Deal_review <deal_ review@google.com>, "panda-t|@google.com" <panda-t|@google.com>, Therese Lee
`<thereselee@qoogle.com>
`_ Cc: Shanna Preve <shanna@google.com>, Brian Mendonca <pmendonca@google.com>, Kristen Hunter
`_ <kristenn@google.com>, Rishi Chandra <rchandra@google.com>, David Rolefson <drolefson@google.com>
`
`__ Hi FMG and FMG attendees:
`_. The following agenda has been created for tomorrow's FMG Deal Review. Please notethatif these deals are
`__ approved, their approval is good for up to 6 months.
`| Agenda:
`1. Microsoft - PlayReady license for Eureka (GTV) Product (Shanna Preve) - Slides link
`
`e Overview:
`
`This is a standard inbound licensing agreement for a technology that is required in our Eureka product
`0
`| ofder to launch. Netflix requires PlayReady DRM and Eureka hasto launch with Netflix to be a viable streaming
`| device inthe US. This Is just one of ~15 technology licenses required for Eureka, and accounts for 10% of our total
`_ Eureka royalty costs at launch, at $0.32 out of $2.76.
`
`in
`
`e
`
`e
`
`e
`
`FMG review required due to:
`
`A per device price without a cap on devicesor total payout.
`
`Other item worth mentioning - Audit rights for MSFT
`
`:
`
`e Deal Representatives(titles):
`®
`Shanna Preve (Strategic Partnerships, GTV), Brian Mendonca (Product Counsel), Kristen Hunter (FP&A),
`Rishi Chandra (Dir, PM), Majd Bakar (Dir, Eng)
`
`_ Meeting logistics:
`| Time: Thursday 5pm-5:50pm PDT
`Location: MTV-1098-Castlewellan
`_ GVC: “fmg-deal-review’ or join through the calendar invite
`
`_ Dial-in Information:
`| Toll-free dial-in number (U.S. and Canada): (866) 243-6264
`= International dial-in number: (224) 357-2812
`_. Conference code: 2712432417
`_. Leader PIN/Web Meeting password: 728509
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-0021 7668
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`FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER
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`

`

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`
`
`
`ichwilches@google.com |
`as Process & Compliance
`
`
`
`| NOTE: Ail ofyour Deal Review questions can be answered @ go/dealreview
`
`This email and the information it contains are confidential and may be privileged. If you received this communication
`_. by mistake, please don't forward it to anyone else, please erase all copies and attachments, and please let me know
`_
`that it went to the wrong person.
`
`| The above communication may include discussions or proposals of a potential business arrangement, and if so, are
`| provided solely as a basis for further discussion, and should not be intended to and do not constitute a legally binding
`obligation. No legally binding obligations will be created, implied, or inferred until an agreementin final form is
`_ executed in writing by all parties involved.
`
`This email and the information it contains are confidential and may be privileged. If you received this communication by
`mistake, please don't forward it to anyone else, please erase all copies and attachments, and please let me know thatit
`went to the wrong person.
`
`The above communication rnay include discussions or proposals of a potential business arrangement, and if so, are
`provided solely as a basis for further discussion, and should not be intended to and do not constitute a legally binding
`obligation. No legally binding obligations will be created, implied, or inferred until an agreement in final form is executed
`in writing by all parties involved.
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-0021 7669
`
`FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER
`
`

`

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`
`
`License Update
`
`3/6/2013
`
`
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00199638
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`FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER
`
`

`

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`Seanalays
`
`e Current state of license contracting
`O Identified 11 target licenses
`
`© Seven outstanding knownlicensesin progress
`
`
`
`
`
`e Summaryof fee analysis
`O Potential range: $1.50- $2.25 (contingent on sales)!
`© Complexities:
`m Resets (quarterly, semi-annually, annually)
`m Royalty structure (graduated tiers, bulk rates)
`m Annual fees (some covered by other teams)
`
`Note: ' Device accruals based on sales(not inventory on-hand); estimates includes PlayReady, AAC, H.264....
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00199639
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`

`

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`
`List of Licenses
`
`Ber—Taly—)
`
`Status
`
`Notes
`
`
`
`Waiting for legal resources to evaluate
`
`Need HDMI logo on device
`Done.
`
`
`
`
`Done. Need ordering process
`
`
`
`Redlines in progress Need ordering process
`
`
`
`Done. PO in process
`
`Pending. Outside counsel hired.
`
`Pending. Outside counsel hired.
`
`Chrome opted for blanket coverage.
`Agreementin progress.
`
`Pending. Hired outside counsel.
`
`Pending.
`
`Done. Open-source license
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00199640
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`

`

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`
`Outstanding Items
`
`Vorbis
`
`© Resource constrained. In legal queue
`Smoothstreaming
`© Resource constrained. In legal queue
`AAC
`© Outside counsel hired to re-evaluate
`
`
`
`
`
`© Reviewing pricing model
`e DASH
`
`© Outside counsel hired to re-evaluate
`
`MPEG-LA
`© Outside counsel hired
`© We will move forward with this license. Awaiting GStamp approval
`
`CONFIDENTIAL - OUTSIDE ATTORNEYS' EYES ONLY
`
`GOOG-TST-00199641
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`

`

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`
`Key driver of volatility: sales volume
`
`In a given quarter, sales volume hasthe potential to significantly drive
`down the cumulative average license royalties
`
`
`Avg Cost’ per Device
`
`
`(cumulative)
`ILLUSTRATIVE
`
`52.50
`
`
`
`
`
`
`
`
`
`mHOMI
`mi MPEG
`MIHDCP (1.0and 2.0)
`MAAC
`Dolby (excluded)
`Mi PlayReady
`
`
`r
`
`SP SOPSSS OSSS
`SP oS
`me
`Poe
`Devices Sold per Quarter‘000s)
`
`
`
`
`
`$2.00
`
`$1.50
`
`eae
`
`$0.50
`
`$a.00
`
`Note: ‘ Excludes upfrontfixed costs; Incremental cost per device sold remains flat at $1.06 between 2M - 4M units
`
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`Pro forma royalty fees
`
`Based on existing sales forecasts, a sizeable volatility in 2013 royalty fees
`should be expected due to a late Q2 launch and holiday demand surges
`
`Avg Cost’ per Device - pro forma
`(cumulative)
`
`$3.00
`
`
`
`
`
`MHDMI
`
`
`
`
`
`
`
`MHDCP (1.0and 2.0)
`BMPEG
`BAAC
`@ Dolby fexcluded)
`mPlayReady
`
`$2.50
`
`$2.00
`
`5150
`
`$1.00
`
`$0.50
`
`a Te!
`$0.00 eee, ae eee ,)]
`May Jun
`Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
`Jul Aug Sep Oct Nov Dec
`
`1.9M
`5.6M
`
`
`
`
`
`
`
`
`
` Est. Device Sales (#)
`
`
`
`Note: ‘ Excludes upfrontfixed costs
`
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`
`
`
`
`APPENDIX
`
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`Open Licenses
`
`License
`Status
`
`
`AAC(Via)
`Agreement in place, hired outside counsel to evaluate
`
`
`MPEG-2 Systems
`Do not need immediately, but will need to support a streaming application (ex SiriusXM). Connect with Shanna
`(MPEG-LA)
`on timeframe. Need to understand the process
`
`
`HDCP 2.0
`Agreement signed by Andy; awaiting HDCP signature
`
`
`DASH
`Hired outside counsel
`
`
`Smoothstreaming
`MFSTwill license to anyone notinlitigation with them
`
`
`UPnP
`Evaluating membership
`
`
`Annual renewal USB-IF (this is our 3rd or fourth year as a USB.org member). USB.orginsist that the attached
`USB.org
`documentis signed every year.
`
`
`
`
`
`
`Vorbis
`
`e
`
`Mavell implements the decoder in H/W. Unsureif they've used anything from open source
`implementation suchaslibvorbis in their proprietary library. We don't see standalonelibrary such as
`libverbis.so in their SDK.
`e Weuseffmpeg from Chromium which have somecode for parsing Vorbis. We have included the
`NOTICEfor ffmpeg same as
`https://cs.corp.google.com/#chrome/sre/third
`pe=cs
`
`party/ffmpeg/LICENSE&sq=package:%5EChrome$&t
`
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`ER
`
`Closed Licenses
`
`
`
`need for GTV) MPeg2 (Via) Weare covered by AACforthis technology
`
`
`Reasoni