Exhibit 10.12


 





November 13, 2018


 


General Electric Company 


	Attention:	James M. Waterbury
	Telephone:	(617) 443-3030
	Facsimile:	(617) 428-8402


Email:jim.waterbury@ge.com




 


Re: Following aspects of that certain Amended
and Restated Intellectual Property Cross License Agreement, by and between General Electric Company and Baker Hughes, a GE company,
LLC, dated as of the date hereof (the “Amended and Restated Intellectual Property Cross License Agreement”)


 


Ladies and Gentlemen:


 


We are writing to confirm
our understanding and agreement regarding the Amended and Restated Intellectual Property Cross License Agreement. The statements
below are all subject to the occurrence of the Effective Date (as that term is defined in the Amended and Restated Intellectual
Property Cross License Agreement). If the Effective Date fails to occur, none of GE, GE Digital LLC, GE Power or the Company shall
have any obligations under this letter agreement. Statements 2 and 3 below are further subject to Wabtec Corporation providing
its consent.


 


		1.	GE shall transfer the Transferred Patents to the Company as of the Effective Date.



 


		2.	Subject to obtaining necessary consents from Wabtec Corporation, which GE and GE Transportation’s
BD teams will work in good faith to obtain, GE shall transfer as of the Effective Date the Transportation Dockets to the GE entity
that will be contributed to the merged entity in connection with the Agreement and Plan of Merger dated as of May 20, 2018 among
General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail
Holdings, Inc.



 


		3.	Subject to obtaining necessary consents from Wabtec Corporation, which GE and GE Transportation’s
BD teams will work in good faith to obtain, GE Transportation shall file continuation-in-part applications on patents and patent
applications listed in Appendix A (“Transportation Patent Family”) with additional subject matter and claims
specific to the transportation space by the Effective Date. Such continuation-in-part patent applications will be owned by GE Transportation.
GE Transportation shall transfer the Transportation Patent Family to BHGE within 30 days following the filing of such continuation-in-part
patent applications.



 


		4.	GE Digital LLC shall transfer the Digital Dockets to BHGE as of the Effective Date.



 


		5.	GE Power shall transfer the Power Dockets to BHGE as of the Effective Date.



 




     


     


    

		6.	This letter agreement is supplemental to the Amended and Restated Intellectual Property Cross License
Agreement and incorporates its terms by this reference. To the extent of any conflict between this letter agreement and the Amended
and Restated Intellectual Property Cross License Agreement, this letter agreement shall control.



 


		7.	The Parties shall take any additional actions necessary or requested to effectuate the transactions
contemplated by this letter agreement and agree that each Party shall be entitled to equitable relief (without the need to post
any bond) to specifically enforce the terms of this letter agreement (in addition to all other remedies to which such Party may
be entitled at law or in equity).  This letter agreement shall be governed by the laws of the State of New York. Capitalized
terms used in this letter agreement shall have the meanings in the Amended and Restated Intellectual Property Cross License.



 


 


	 	Sincerely,
	 	 
	 	 
	 	BAKER HUGHES, A GE COMPANY, LLC
	 	 	 	 
	 	By	/s/ Lee Whitley 	 
	 	 	Name: Lee Whitley	 
	 	 	Title:  Corporate Secretary	 
	 	 	 	 
	 	 	 	 


	GENERAL ELECTRIC COMPANY
	
	 
	 
	By	/s/ James M. Waterbury	 
	 	Name:  James M. Waterbury	 
	 	Title:    Vice President