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Commission, it. Ioseiher with the complaint and exhibit to the Com;laint, attached he:eto as Appendix A. W.! be placed on the public record for a period of sixty days. The Commission the talier may either witacraw its acceptance of this agreerent and so notify Respondents, in which event it will take such action as it may consider appropriate or issue and serve its decision in accorda ce with the teritis of this agreement in disposition of the proceeding

7. This agreement is for settlement purposes only and does not constitute an admission by Respondents that the law has been or would be violated as alleged in the complaint attached herelo as Appendix A.

8. This agreement contemplates that. if it is accepted by the Commission, and is such acceptance is not subsequently withdrawn by the Commission pursuant to provisions of $3.25(1) of the Commission's Rules, the Commission may. without further notice to Respondents, issue its decision containing the following Order in disposition of the proceeding and make non-confidential information public with respect thereto. When so entered, the Order shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other Orders. The Order shall become final upon service. Delivery by the U.S. Postal Service of the decision containing the Order to Respondent shall constitute service. Respondents waive any right they may have to any other manner of service. The complaint may be used in construing the terms of the Order, and ro agreement, understanding, representation or interpretation, not contained in the Order or the agreement. may be used to vary or contradict the terms of the Order.

9 Respodents have read the compia..! and Order contemplated hereby. They understand that once the Order has been issued, they will be required to file che or more compliance reports showing that they have fully corr.plied sci:h the Order. Respondents further understand the they may be liable for civil persities in the uponi pro:ded by law for each voiaiion of the Order after it becomes final. Order

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57216

Federal Register / Vol. 40, No. 250 / Wednesday, December 28. 1943 / P:oposed Rules

FEDERAL TRADE COMMISSION

15 CFR Part 13

File No. 21 0159)

General Motors Corp. and Toyota
Motor Corp.; Proposed Consent
Agreemont With Analysis To Aid
Public Comment

AGENCY. Federal Trade Commission.
ACTION: Proposed Consent Agreement.
SUMMARY: The Federal Trade
Commission has provisionally accepted
a consent order with General Motors
Corporation and Toyota Motor
Corporation in seitlement of a proposed
complaint alleging violations of section
7 of the Clayton Act and section 5 of the
Federal Trade Commission Act. Under
the proposed agreement, the automakers
would be limited to manufacturing and
selling no more than 250,000 Sprinter-
derived vehicles per year, including light
vans and trucks. The order would limit
the Joint Venture to a twelve year
period, ending no later than Dec. 31.
1997. While GM. Toyota and the Joint
Venture would be permitted to exchange
information necessary to produce the
Sprinter-derived vehicles, the order
would prohibit the transfer or
communication of any information
concerning current or future prices of
new auiomobiles or component parts
produced by either automaker, current
or future sales or production forecasts or
plans for any product not produced by
the Joint Venture, and current or future
marketing plans for any produch
including products produced by the Joint
Venture
DATE: Comments must be received on or
before February 27, 1984.
ADOP.CSS: Comments should be direcied
to: FTC/S, Office of the Secretary.
Washington, D.C. 20580.
FOR FURTHER INFCCUATION CONTACT:
FTC/CC:, Edward F. Glynn.
Ilashingica. DC. 20560. (202) 63+6698
SUPPLEMENTARY INFORMATICx: Pursuant
to Section of the Federal Trade
Commission Act, 38 Stal. 721.15 U.S.C
55 and 24 of the Commission's Rules
01:05.0 116 C77.25). rotice is
Wb; éiren thaithe lullowing consent
agreement containing a consent crder
and an explanation thereof having been
i.! disin and accepitd. subicct to final
ar poré!, by the Commission has been
priedeninesitheciece: u lor a period

5:\"3 (Cu) days. Public comment is isried. Such coinmets or Viel's will be Caderoi the Commision and will ... :icring "",72'olice. accurance with

$4.95 (14) of the Commission's Rules of
Practiccia CFR 4.9(5):141).
List o! Subjects in !6 CFR Part 13

Automobiles, Trade practices.

In the latter o Gert:al Motors
Corporation, a corporation, and Toyota
Mo:cr Corporation, & corporation

The Federal Trade Commission
having initialed an investigated of the
proposed acquisition of shares in a Joint
Venture corporation by General Motors
Corporation and Toyota Motor
Corporation and the respondents having
been furnished with a copy of a draft
complaint that the Bureau of
Competition proposed to present to the
Commission for its consideration and
which is issued by the Commission,
would charge respondents with
violation of the Clayton Act and the
Federal Trade Commission Act; and it
now appearing that counsel for the
Commission, General Motors
Corporation and Toyota Motor
Corporation are willing to enter into an
agreement containing an order in
settlement of that complaint:

It is hereby agreed by and between
General Motors Corporation and Toyota
Motor Corporation, by their duly
authorized agents and attorneys, and
counsel for the Commission, that

1. General Motors is a Delaware corporation with headquarters at 304 West Grand Boulevard, Detroit. Michigan.

2. Toyota is a Japanese corporation with headquarters at 1, Toyota Cho, Toyota City, Aichi Prefecture 471. Japan.

3. Respondents have been served with a copy of the proposed complaint to be issued by the Federal Trade Commission charging them with violations of section 7 of the Clayton Act, as amended (15 U.S.C. 18), and section 5 of the Federal Trade Commission Aci, as amended (15 U.S.C. 45).

4. For the purposes of this order only.
respondents admit all the jurisdictional
facts set forth in the cosplaint attached
hereto as Apper.dix A.

5. Respondents Waive:
(2) Any further procedural steps:

(5) The requirement that the
Commission's decision contain a
statement of findings ci lact and
conclusions of law;

(c) All rights to seek judicial review or otherwise to challenge or contest the validity of the orderen!cred pursuant to this agreement; and

(c) Any claim under the F.qual Access
to Justice Act

6. This agreement sha!l not become
part of the public record of the
preceeting unless and unil it is
20.-11bytia Cu-SSca. It is
agreement is-accupied by the

lus ordered that for the purposes of this Order the following definitions shall apply

1. "CMmcera Cerera!-5-5 Corporation, a corporation crganized.

Federal Register / Vol. 48. No. 250. / Wednesday, December 28. 1983 / Proposed Rules

57247

oferation beyond the earlier of twelve
years after the start of production or
Dece..ber 31. 1997; provided, however.
that nothing in this paragraph prohibits
respondents from continuing any entiiy
beyond tvielve years for the limited
purposes of winding up the affairs of the
Joint Venture (bich shall not include
manufacturing New Automobiles).
disposing of iis assets, and providing for
continuing warranty or product or
service responsibilities for Joint Venture
products.

Venture concerning information described in paragraph V, including in such iogs the names and corporate positions of all participants, the deles and locations of the meetings or other communications and a summary or description of such information;

3. For a period of six years, retain and make available to the Federa! Trade Commission on request the complete files, records and logs required by subparagraphs 1 and 2; and

4. Annually, on the anniversary date of this Order, furnish a copy of this Order to each management employee of the Joint Venture and each management employee of GM and Toyota with responsibilities for the Joint Venture; and furnish to the Federal Trade Commission a signed stalement provided by each such employee affirming that he or she had read a copy of this Order, understand it, and intends to comply fully with its provisions.

IV

existing and doing busiress ur.der the laiss c! Dela 2.7, is its principal cir.ces a33; i l'esi Grand Boulevard. De ruichigan, as well as its cicers. to;tes, agents, ils parenis. divisions, subsidiaries. Successors, assigns, and the officers, employees or agents of GM's parents, divisions, subsidiaries, successors ard assigns.

2. "Toyota" means Toyota Motor Corporation, a corporation organized, existing acd doing business under the laws of Japan, with its principal offices at 1. Toyota Cho. Toyota City. Aichi Presecture 471. Japan, as well as its officers, employees, ager is, its parents, divisions, subsidiaries, successors, assigns, and the oilicers, employees or agents of Toyota's parents, divisions. subsidiaries, successors and assigns

VII

It is further ordered that each respondent shall, within sixty days from the date of issuance of this Order, and annually thereafter, submit in writing to the Commission a report setting forth in detail the manner and form in which it intends to comply, is complying and has complied with the terms of this Order. and such additional information relating thereto as may from time to time reasonably be required VIII

It is further ordered that each respondent shall notify the Commission at least thirty days prior to any change in itself or in aay Joint Venture that affects compliance with the obligations arising out of this Order, such as dissolution, assignment or sale resulting in the emergence of a successor corporation, the creation or dissolution of subsidiaries, or any other change in the corporations or Joint Venture. IX

It is further ordered that the prchibitions of this Order shall terminate five years after the termination of manufacturing or sales of New Automobiles by all Joint Ventures. Appendix A Complaini

The Federal Trade Commission, haring reason to believe tha: Genc:al Mosors Corporation ("GM' or "General Motors") and Toyota Motor Corporation ("Toyota") iniesd to acquire shares in a Joint Venture corporation in violation of section 7 of the Clayton Act, as amended (15 U.S.C. 18), and section 5 of

3. The term "New Automobiles" means new passenger automobiles meoufactured or sold in or shipped to the United States or Canada, and includes light trucks and vans.

4. The terma 'Module" means an integrated manufacturing facility. comprising at a minimum, body paint and final assembly functions, capable of producing not more than approximately 250,000 New Automobiles per year.

5. The term “Joint Venture" means any corporation, partnership or other entity jointly owned, controlled. managed or directed by GM and Toyota, or by both GM and Toyota and any other entity or entities that engages in the manufacture or sale of New Automobiles. The term "Joint Venture" includes the successors and assigns of a Joint Venture, and any entity formed subsequent to a Joint Venture for purposes similar to the purposes of a Joint Veniure.

6. Information is presumptively "public" if it is reported in a publication other than one authored by GM or Toyota. II

It is further ordered that respondents shall not, without the prior approval of the Commission, form any Joint Venture except a single Joint Venture that is limited to the manufacture for or sale to GX of New Automobiles derived from the Toyota Sprinter and produced by a .:32 Mccule. Nothing in this paragraph is intended to or is to be construed to prohibit this sirgle Joint Venture from Darulac!uring or selling additional pulucts to To;o:a.

It is further ordered that respondents shall not exchange or discuss between themselves, or with any Joint Venture. non-public information in connection with New Automobiles relating to current or future:

1. Prices of GM or Toyota New Automobiles or component parts of New Automobiles, except pursuant to a supplier-customer relationship entered into in the ordinary course of business:

2. Costs of GM or Toyota products, except as provided in Paragraph V of this order,

3. Sales of production forecasts or plans for any product other than the product of the Joint Venture, or

4. Marketing plans for any product.

It is further ordered that respondents shall not, except as may be necessary to accomplish and solely in connection with, the legitimate purposes or functioning of any Joint Venture, exchange or discuss between themselves, or with any Joint Venture, non-public information in connection with New Automobiles relating to current or future:

1. Model changes, design changes, or product designs relating to the product of the Joint Venture:

2. Sales or production forecasts or plans as they relate to the product of the Joint Venture; or

3. Costs of GM or Toyota products
supplied to the Joint Venture.
VT

It is further ordered that each respondent shall, and respondents shall cause any Joint Versiure to:

1. Maintain complete files and records of all correspondence and other communications, whether in the Uniied States or elsewhere, between and among GM1. Toyota and the Joint Venture concerning in.ormation described in Paragraph V:

2. Maintain logs of all meetings and Donwritten communicatior.s, whether in the United Siates or elsewhere. be:ween and among CM. Toyota, and the Joint

!! is lurther crdered thal respondents siell so: form any Joint Venture that is ro limited in durason to a maximum of

:,: Poors after the start of 1:actica or thai continues in

57218

Federal Register / Vol. 48. No. 250 / Wednesday, December 28, 1983 / Proposed Rules

the Federal Trade Commission Act, as
attended (75 US.C. 45). and it appearing
that a proceeding by the Commission in
respec! thereof would be in the public
interes: the Commission hereby issues
its Complients. pursuant to section 11 of
the Claytor. Act (15 U.S.C. 21) and
secuon 5(b) of the Federal Trade
Commission Act (15 U.S.C. 45(b)).
stating its charges as follows:
1. Definition

1. For the purpose of this Complaint,
the following definition shall apply:
"new automobiles" means new
passenger automobiles manufactured or
sold in the United States or Canada, and
includes light trucks and vans.
II. General Mo!ors Corporation

2. General Motors is a Delaware corporation with headquarters at 3044 West Grand Boulevard. Detroit, Michigan. III. Toyota Motor Corporation

3. Toyota is a Japanese corporation with headquarters at 1. Toyota Cho, Toyota City, Aichi Prefecture 471. Japan. IV. Jurisdiction

4. At all times relevant herein, each of the companies named in this complaint has been engaged in or affected commerce as "commerce" is defined in section 1 of the Clayton Act, as amended (15 U.S.C. 12), and section 4 of the Federal Trade Commission Act, as amended (15 U.S.C. 44). V. The Proposed Joint Venture

5. Pursuant to an agreement reflected in a Memorandum of Understanding (hereinafter “Memorandum") executed by GM and Toyota on February 17, 1983, attached to this Complaint as Exhibit 1, CM and Toyota have agreed to form a Joint Venture corporation (hereinafter "Joint Venture"). GM and Toyota will each acquire one-hall of the shares in the Joint Venture and will each designate one-half of the Board of Directors or the Joint Venture. The Joint Venture will be managed principally by persons designated by Toyota. The Joint Venture mar

are new automobiles that will be designed by Toyota - consultation with GM and will be sold:0 CM. and may also manufacture new automobiles that would be sold to Toyota. VI. Trade and Commerce

6. The relevant product market is the manufacture or sale of small new automobiles, which includes autor.obiles commonly referred to as subcompact, compact, and intermediate sired au omobiles.

7. The relevant geographic market is and Toyota have stated that disclosure the United States and Canada.

of the deleted information, which the 8. Concentration in the relevani

companies have maintained in strictest product and geographic markets is high. confidence, could likely cause serious 9. Both GM and Toyota are

competitive injury to the joint venture if substantial competitors in the relevant publicly released. The Commission has product and geographic markets.

determined that this information VII. Effects of the Proposed Joint

constitutes "commercial or financial

information which was received from Venture

any person and which is privileged or 10. The effect of the Joint Venture may confidential" within the meaning of be substantially to lessen competition or section 6(1) of the FTC Act, 15 U.S.C. tend to create a monopoly in the

46(7). Accordingly, the Commission is relevant markets in violation of section prohibited by that provision from 7 of the Clayton Act, as amended (15 making the information public. U.S.C. 18), or may be unfair methods of Toyota Motor Corporation (Toyota) competition in violation of section 5 of and General Motors Corporation (GM) the Federal Trade Commission Act, as agree to establish a joint venture (V) for amended (15 U.S.C. 45), in the following the limited purpose of manufacturing in ways:

the United States a specific automotive (a) The output of the Joint Venture is vehicle not beretofore produced, and likely to be significantly expanded related compo nts described below. In beyond the single module, capable of so doing. it is the intent of both parties producing not more than 250,000 new to provide such assistance to the JV as automobiles per year, an expansion that is considered appropriate to the would not be reasonably necessary to enhancement of the JV's success. The JV accomplish any of the legitimate

will be limited in scope to this vehicle purposes of the Joint Venture; and

and this agreement is not intended to (b) The Joint Venture would provide establish a cooperative relationship no adequate safeguards against the use between the parties in any other of the Joint Venture, or the relationships business. between GM and Toyota that are

The purpose of this Memorandum is to occasioned by the Joint Venture, for the summarize the current understanding of transmission of competitively significant Toyota and GM regarding the basic information beyond the minimum degree

parameters of this limited manufacturing reasonably necessary to accomplish the

arrangement.
legitimate purposes of the Joint Venture.
11. Each of the effects identified in

Product
paragraph 10, singly or in combination, The vehicle to be manufactured by the
would significantly increase the

JV will be derived from Toyota's new likelihood of noncompetitive

front-wheel drive Sprinter. Body styles cooperation between GM and Toyota, will include a 4-Door Sedan and (6-12 the effect of which may be substantially months later) a 5-Door Liftback. Toyota to lessen competition in the relevant will retain design authority over the markets, and would not be reasonably vehicle, in consultation as to vehicle necessary to obtain any legitimate,

appearance with GM, the purchaser. As procompetitive benefits of the Joint modifications will probably be made to Venture.

the Sprinter or Corolla over time in VIII. Violations Charged

accordance with market demand,

Toyota will effect similar changes to the The parties' agreement to the

JV vehicle if such changes are deemed proposed Joint Venture constitutes a

desirable by the parties. Vehicle violation of section 5 of the Federal certification will be bandled by Toyota, Trade Commission Act, as amended (15

with assistance provided by JV and CM U.S.C. 45), and, if consummated, would

as agreed upon by the parties.
constitute a violation of section 7 of the
Clayton Act, as amended (15 U.S.C. 18). Manufacturing

Wherefore, the premises considered, The IV will begin production of the the Federal Trade Commission on this

GM-specific vehicle as early as possible - day of -, issues its Complaint in the 1985 Model year with nominal against said Respondents.

capacity of approximately 200.000 units Exhibit 1--Toyota Motor Corporation

per annum at GM's former assembly Geceral Motors Corporation.

facility in Fremont, California. Memorandum of Understanding

As part of the technical assistance

stated hereinafter, Toyota will take the February 17, 1983.

initiative, in consultation with GM, in The Commission has deleted certain designing the Fremont ranufacturing portions of this Agreement. Both GM layout and coordinating the rela:cd

Federal Register / Vol. 48. No. 250 | Wednesday, December 28. 1983 / Proposed Rules

57249

acquisition and installation of its

vehicles would be sold directly to changes and specification changes will machinery, equipment and tocling. In Toyota or its designated marketing unit be made as agreed upon by the JV and this regard, if GM deems it necessary for for resale through Toyola's dealer

GM. orders to be placed for construction of network. Neither Toyota nor GM will The methodology to be employed in buildings, JV machinery, equipment and consult the other with respect to the pricing optional equipment available on tooling prior to the establishment of the arketing of JV products, or any other the JV vehicle (both initial and IV to facilitate a timely introduction of products, through their respective subsequent) will be comparable to that the initial JV vehicle in the 1985 Model marketing organizations.

described in the three preceding year, GM may do so in its own name Vehicles sold by the JV should be paragraphs. directly or through Toyota. and the priced by the JV to provide a reasonable

The initial prices of Toyota and GM parties agree to share equally any profit for the JV, Toyota, and GM. To capital expenditures or cancellation

components purchased by the JV will be accomplish this, production costs must determined 90 days or more prior to the charges arising from such orders. The be kept as low as possible through the only exceptions to the above are as combined best efforts of the JV, Toyota,

start of production by negotiation

between the TV and component follows: In the event the JV is not

GM and other major suppliers. In this established as a result of unfavorable regard, the parties have been conducting specifications of the JV vehicle

suppliers after the determination of the U.S. govermental review of the matters extensive studies detailing how each Identification of the respective sources set forth in this Memorandum or,

can work to minimize JV expenses. following consultations between the The initial JV selling price of the V

of supply and determination of the

initial component prices will be guided senior management of Toyola and GM, vehicle to be sold to GM during the 1985

by the feasibility study, with as a result of either party notifying the Model Year will be determined at least

adjustments made for changes in other on or prior to one hundred twenty 60 days prior to the start of production

specifications and appropriate (120) days following the signing of this by negotiation between the JV and GM.

economics. Memorandum of Understanding by the This negotiation will be based on the

Thereafter, the prices of components parties that such party is not satisfied production cost estimated 90 days prior with the prospects for developing an to the expected start of production by

will be reviewed semi-annually. The acceptable employe relations structure, the JV, with estimates of said cost to be

new prices will be determined by GM shall bear 100% of the cost of such guided by the feasibility study. In no

negotiation between the JV and expenditures and charges. event, however, will the said initial JV

component suppliers. GM's annual requirements are selling price be higher than the upper

If it is anticipated that continuation of . presently expected to exceed 200,000 limit nor lower than the lower limit

the above-mentioned methods for units per annum. Both parties will, each as defined below. The upper limit

determination of the prices of the JV therefore, assist the JV in increasing its shall be determined by adjusting for

vehicles to be sold by the JV and of production to the maximum extent feature differences the Dealer Net Price

components to be parchased by the JV possible within the available capacity. less -% of Toyota's then current U.S.

would cause those prices to be at such Requirements for capacity beyond the model front-wheel drive Corolla

levels as the JV would incur the losses first module will be the subject of a equipped comparably with the JV

which could endanger the normal separate study vehicle concerned, and the lower limit

operation of the IV. Toyota, GM and the The JV may later produce a variation shall be determined by adjusting for

JV shall negotiate and take necessary of the JV vehicle for Toyota. Toyota and feature differences the Dealer Net Price

measures. GM may also agree for GM to source the less -% of said Corolla. The adjustment

As a fundamental principle, Toyota GM-specific vehicle from Toyota for feature differences will be made by

and GM shall each be free to price and assembly plants in Japan, feeing JV agreement between the JV and GM free to market the respective vehicles. capacity for Toyota's full or partial Thereafter, although there may be

purchased from the JV without production of Toyota-specific vebicles. exceptions, the JV vehicle selling price

restrictions or influence from the other. will be revised and determined for each Purchase of Production Materials

Operating Responsibility model year. The new selling price for the The JV will purchase its production new model year will be determined by The JV will be jointly controlled by an materials from those sources providing applying to the selling price for the equal number of Toyota and GM the least possible cost, consistent with previous model year the Index as

directors, in line with Toyota and GM its star.dards for product quality and defined in Exhibit A. Since the

ownership. Toyota will designate the IV vendor reliability of supply. Based on calculations embodied in the Index may president as the chief executive officer this principle, Toyota and GM have occasionally yield a selling price which and chief operating officer. Toyota and agreed upon a tentative sourcing

is at significant variance with then GM will assign to the JV other operating approach, under which specific

current market conditions, the JV and officers as the IV president and JV components to be purchased from GM will in such cases negotiate a more

directors may request, but the parties Toyota. GM and other outside vendors. appropriate selling price.

recognize that the question of which have been separately identified.

If model changes or specification party shall designate the IV officers in Components to be manufactured by the changes of the vehicle manufactured by charge of financial afiairs, labor JV, mainly major stampings, have also the JV are necessary, Toyota, GM and relations and certain other operations been identified.

the JV will agree upon these model has not yet been agreed upon. Marketing

changes or specification changes.
Toyota will present to the JV the plan

Quality Assurance All CM-specific vehicles produced by for the model changes or specification New vehicle warranty expense and the JV will be sold directly to GM or its changes concerned. Then, the JV will administration will be the responsibility designated marketing units for resale submit to and negotiate with GM the of the purchaser of the JV vehicle. The through GM's dealer network. If any planned model changes and

JV shall maintain product liability variation of the JV vehicles should be specification changes together with the insurance for the benefit of the JV, the produced by the JV for Toyota, such planned price changes. These model parties and other persons in such

Financing

Both Toyota and GM will contribute cash and/or fixed assets to the JV in exchange for equity interests. The amount to be continued as equity will depend upon the JV's total projected capital requirements. In the event that neither lenders or lessors insist that payments made by the JV be subject to appropriate guarantees, Toyota and GM agree either to provide such guarantees based on their pro rata share of the JV or to temporarily advance funds to the JV on their own account (also on a pro rata basis). To the extent permitted by creditors, Toyota and GM further agree that any security interests held by the parties in the JV assets will be shared equally. Future Difficulties

If it is anticipated that the establishment or continuation of the JV would become difficult or infeasible due to any legal, political or labor-related reason which may arise in the United States, the parties will in good faith discuss the measures to be taken concerning the JV and endeavor to find appropriate solutions.

Agreements to Be Concluded

57250

Federal Register / Vol. 48, No. 250 / Wednesday, December 28, 1983 / Proposed Rules

amounts as the parties may deem
prudent, and the premium costs for such
product liability insurance will be borne
by the JV. In each product liability
lawsuit involving a JV vehicle, the JV
and each of the parties will
communicate and cooperate with each
other in all respects in investigating the
facts surrounding the case and in
litigating the matter. Each of the parties
will refrain from taking adversarial
positions against each other. To the
extent possible under the IV's product
liability insurance arrangements, the JV
shall be the entity having the right to
control such product liability lawsuits.
However, the relative financial share of
settlement or adverse judgment costs
relating to such product liability claims
or losses which are not covered by such
product liability insurance shall be
apportioned —% to Toyota and -10
GM. Matters relating to JV vehicle recall
campaigns (including fines and costs of
corrective actions) shall be the subject
of further study and negotiation
between the parties.
Technical Assistance

Toyota will grant to the JV the license
to manufacture the vehicle developed by
Toyota, and in exchange for this license,
the JV will pay a reasonable royalty to
Toyota as may be agreed upon by the
parties. Toyola and GM will license the
necessary industrial property rights to
the JV, and in exchange for these rights,
the JV will pay reasonable license fees
to Toyota and/or GM as may be agreed
upon by the parties. Toyota and GM will
also provide technical assistance to the
JV on a cost basis plus reasonable
markup.

As part of the technical assistance. GM agrees to assist Toyota and the JV in completing compliance tests for safety, emissions and other areas, as agreed upon by the parties. Purchase/Sale of Equity Interest

Toyota and GM (including, subject to the approval of the other party, their wholly or majority-owned subsidiaries) will each hold a 50% equity interest in the JV. Neither party may transfer its equity interest in the JV to a third party without the written consent of the other. The above notwithstanding, the JV will terminate not later than 12 years after start of production. The methodology for disposition of Toyota and the GM equity interests prior to or upon IV termination will be incorporated in the JV documentation. Any surplus or deficit of the JV as ai termination of the IV will be shared equally by Toyota and GM, in

with Toyola and GM ownership. Other issues relating to JV termination will be separately discussed.

Depending upon the specific organizational form, various agreements will be concluded among Toyota and GM (including subsidiaries thereof) and the JV. These will include the fo ng: Partnership Agreement or Shareholders Agreement and Articles of Incorporation; Vehicle Supply Agreement (JV to GM); Toyota Component Supply Agreement (Toyota to JV): GM Component Supply Agreement (GM to JV); Toyota Service Parts Agreement (Toyota to JV and/or GM): Technical Assistance and License Agreement; Realty and Other Asset Sale and/or Lease Agreements; Product Responsibility Agreement; and other documents related to the foregoing.

Since it is extremely important that the JV begin production as early as possible in the 1985 Model Year. Toyota and GM commit their best efforts to completing such documentation by May 15, 1983. In any event, both parties agree to immediately begin the detailed production process planning necessary for conversion of the Fremont plant. Except as set forth in the separate provisions for JV buildings, machinery, equipment and tooling referred to in the "Manufacturing" section above, expenses incurred by either party which directly benefit the JV will be properly recorded and, if mutually agreed. will be subsequently rebilled to the JV.

Transaction Review

The agreements reached belween the parties relale only to the manufacturing JV described above and do not establish any special relationship beiween Toyota and GM who continue to be competitors in the United States and throughout the world. Toyota and GM further acknowledge that there are no implied obligations or restrictions other than those expressly set forth.

This Memorandum of Understanding is subject to review by the governments of Japan and the United States, Both parties commit to use their best efforts to obtain favorable reviews. Until execution of all formal documentation, satisfaction by the parties with the results of any government reviews which are undertaken, and satisfaction, by the parties with the prospects for developing an acceptable employe relations structure, each party reserves the right to terminate negotiations without liability to the other and the JV shall not be established. However, except as separately set forth in the "Manufacturing" section, the parties shall share equally the expenses and costs incurred by the parties which would, but for such termination, be rebilled to the JV. Governing Language

This Memorandum of Understanding shall be executed in both an English and a Japanese version, but the parties agree that in the event of a conflict between the meaning of the English text and the Japanese text, the English text shall control

Daled: February 17, 1963.
Toyota Motor Corporation.
Eiji Toyoda.
Chairman of the Board.
General Motors Corporation,
Roger B. Smith.
Chairman of the Board.
Exhibit A-Market Basket Index

The best selling models among the sub.compacts will be the models which constitute the basket. The models shall be revised at every model year on the basis of model volume in the U.S., using the latest data for previous months.

For reference, the best selling models at present are as follows:

The "Index" shall be the weighted average rate of wholesale price fluctuations of these models from the prior model year to the current, weighting Corolla at versus * for all other comparable models combined without regard of model volumes in the U.S.

For this purpose. the wholesale price shall be adjusted by eliminating the

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