Google (GOOG)

Related Party Transactions Policy and Procedure

Our Related Party Transactions Policy provides that Google will only enter into a transaction with a related party when our board of directors, acting through the Audit Committee, determines that the transaction is in the best interests of Google and its stockholders.

For the purposes of this policy, a related person means:

We review all known relationships and transactions in which Google and our directors, executive officers and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Google’s legal staff, in consultation with our finance team, is primarily responsible for developing and implementing processes and controls to obtain information regarding our directors, executive officers and significant stockholders with respect to related party transactions and then determining, based on the facts and circumstances, whether Google or a related party has a direct or indirect interest in these transactions. On a periodic basis, the legal and finance teams review all transactions involving payments between Google and any company that has a Google executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions and provide us with the information regarding such transactions.

If our legal department determines that a transaction is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it. If advance approval of a transaction is not feasible, the chair of the Audit Committee may approve the transaction and the transaction may be ratified by the Audit Committee in accordance with the Related Party Transactions Policy. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate:

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

Google will disclose the terms of related person transactions in its filings with the SEC to the extent required. Since January 1, 2008, we have not been a party to, and we have no plans to be a party to, any transaction or series

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of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than five percent of our capital stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described below.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Corporate Use of Personal Aircraft

Eric Schmidt has the use of non-commercial aircraft that he makes available from time to time to various aviation companies for charters by these companies to their customers. These aircraft have been chartered by Google from time to time and made available to certain of our executive officers for time-critical business trips. In 2008, we paid Elan Express and Sentient Flight Group, LLC $7,500 per hour for use of these aircraft. The board of directors approved this hourly reimbursement rate based upon a competitive analysis of comparable chartered aircraft and which our board of directors determined was at or below market rates for the charter of similar aircraft. In 2008, we used these aircraft for business-related travel services for certain of our executive officers and we paid Elan and Sentient approximately $839,250 in fees through December 31, 2008.

Payments to Stanford University

In 2008, Google paid approximately $1,881,400 to Stanford University. Approximately $426,950 of these payments related to the license by Stanford of patents, including the PageRank patent, to Google. Approximately $1,246,000 of the total payment to Stanford represented donations for scholarships and other philanthropic endeavors. Pursuant to Stanford’s standard royalty arrangements with its students who develop patents in the course of their studies at Stanford, Stanford shares a portion of the royalty revenues associated with some of these patent licenses with Larry Page and Sergey Brin. John L. Hennessy, President of Stanford University, is a member of our board of directors. John does not have a direct interest in any of the transactions described above.

Payments to Anita Borg Institute

In 2008, Google paid approximately $300,000 to the Anita Borg Institute for Women and Technology. This amount represents donations for scholarships and other philanthropic endeavors. Alan Eustace, Google’s Senior Vice President, Engineering and Research, is a member of the Board of Trustees of the Anita Borg Institute. Alan does not have a direct interest in these transactions.

Investment in AltaRock Energy, Inc.

In August 2008, Google invested approximately $6.25 million in the Series B preferred stock financing of AltaRock Energy, Inc., a renewable energy development company focused on the research and development of geothermal systems. KPCB Holdings, Inc., as nominee for certain funds of Kleiner Perkins Caufield & Byers and several of the managers of these funds, holds more than 10% of the outstanding shares of AltaRock Energy. L. John Doerr, who is a member of the board of directors of Google, is a managing director of these funds and the general partner of certain Kleiner Perkins Caufield & Byers funds.

Google’s Audit Committee reviewed and approved these transactions as part of Google’s procedures for entering into transactions with related parties.

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Related Party Transactions Policy and Procedure

In October 2007, our board of directors adopted a revised Related Party Transactions Policy. Our Related Party Transactions Policy provides that Google will only enter into a transaction with a related party when our board of directors, acting through the Audit Committee, determines that the transaction is in the best interests of Google and its stockholders.

For the purposes of this policy, a related person means:

We review all known relationships and transactions in which Google and our directors, executive officers and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Google’s legal staff, in consultation with our finance team, is primarily responsible for developing and implementing processes and controls to obtain information regarding our directors, executive officers and significant stockholders with respect to related party transactions and then determining, based on the facts and circumstances, whether Google or a related party has a direct or indirect interest in these transactions. On a periodic basis, the legal and finance teams review all transactions involving payments between Google and any company that has a Google executive officer or director as an officer or director. In addition, our directors and executive officers are required to notify us of any potential related party transactions and provide us with the information regarding such transactions.

If our legal department determines that a transaction is a related party transaction, the Audit Committee must review the transaction and either approve or disapprove it. If advance approval of a transaction is not feasible, the chair of the Audit Committee may approve the transaction and the transaction may be ratified by the Audit Committee in accordance with the Related Party Transactions Policy. In determining whether to approve or ratify a transaction with a related party, the Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate:

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

Google will disclose the terms of related person transactions in its filings with the SEC to the extent required. Since January 1, 2007, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar

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transactions in which the amount involved exceeded or will exceed $120,000 and in which any current director, executive officer, holder of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described below.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Corporate Use of Personal Aircraft

Eric Schmidt has the use of a corporate jet that he makes available from time to time to Apex Aviation Corporation for charters by Apex to its customers. This aircraft has been chartered by Google from time to time and made available to certain of our executive officers for time-critical business trips. In 2007 we paid Apex $7,000 per hour for use of this aircraft. The board of directors approved this hourly reimbursement rate based upon a competitive analysis of comparable chartered aircraft and which our board of directors determined was at or below market rates for the charter of similar aircraft. In 2007, we used this aircraft for business-related travel services for certain of our executive officers and we paid Apex approximately $1,107,938 in fees through December 31, 2007.

Payments to Stanford University

In 2007, Google paid approximately $1,923,812 to Stanford University. Approximately $626,200 of these payments related to the license by Stanford of patents, including the PageRank patent, to Google. Approximately $1,297,612 of the total amount of payments to Stanford represented donations for scholarships and other philanthropic endeavors. Pursuant to Stanford’s standard royalty arrangements with its students who develop patents in the course of their studies at Stanford, Stanford shares a portion of the royalty revenues associated with some of these patent licenses with Larry Page and Sergey Brin. John L. Hennessy, President of Stanford University, is a member of our board of directors. John does not have a direct interest in any of the transactions described above.

Investment in 23andMe, Inc.

In May 2007, Google invested approximately $3.9 million in the Series A preferred stock financing of 23andMe, Inc., a privately-held personal genetics company dedicated to helping individuals understand their own genetic information through DNA analysis technologies and web-based interactive tools. 23andMe’s Series A financing involved a number of additional investors including New Enterprise Associates, Mohr Davidow Ventures and Genentech, Inc. In November 2007, Google purchased additional shares of Series A preferred stock of 23andMe held by an investor in 23andMe’s Series A preferred stock financing for approximately $500,000. Anne Wojcicki, who is a co-founder of 23andMe and who is also a shareholder and member of the board of directors, is married to Sergey Brin, Google’s President, Technology, one of our founders and a member of our board of directors. Sergey also holds approximately 37.3% of Google’s Class B common stock. Prior to Google’s investment in 23andMe, Sergey provided approximately $2.6 million in interim debt financing to 23andMe, which was repaid as part of this financing transaction. Genentech’s Chief Executive Officer, Arthur Levinson, is also a member of the board of directors of Google. Google holds a minority interest in 23andMe as a result of these investments.

Google’s Audit Committee reviewed and approved these transactions as part of Google’s procedures for entering into transactions with related parties. As part of its decision-making process, the Audit Committee was advised by independent counsel and received and considered a report from an independent advisor as to the valuation of 23andMe.

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X Prize Award

In October 2007, Google agreed to sponsor the Google Lunar X PRIZE. The Google Lunar X PRIZE is a $30 million international competition to safely land a robot on the surface of the Moon, travel 500 meters over the lunar surface, and send images and data back to the Earth. Teams must be at least 90% privately funded and must be registered to compete by December 31, 2010. Google is the sole title sponsor of the Google Lunar X PRIZE, which is administered by the X PRIZE Foundation, an educational nonprofit prize institute whose mission is to create radical breakthroughs for the benefit of humanity. Larry Page is a Trustee of the X PRIZE Foundation and is Google’s President, Products, one of our founders and a member of our board of directors. Larry also holds approximately 38.0% of Google’s Class B common stock.

Investment in Comsenz Inc.

In July 2007, Google invested approximately $1 million in the Series B preferred stock financing of Comsenz Inc., a provider of Bulletin Board System (BBS) and social networking software and hosted services for websites in China. Certain venture funds of Sequoia Capital China hold more than ten percent (10%) of the outstanding shares of Comsenz. Michael Moritz, who was a member of the board of directors of Google until May 2007, is a non-managing member of the mid-tier general partner of the Sequoia Capital China funds and has a greater than ten percent (10%) equity interest in one of the Sequoia Capital China funds.

Google’s Audit Committee reviewed and approved this transaction as part of Google’s procedures for entering into transactions with related parties.

Acquisition of PeakStream, Inc.

In May 2007, Google acquired PeakStream, Inc., a developer of a software application platform aimed at making multiprocessor systems easier to program, for approximately $20.3 million. KPCB Holdings, Inc. held the shares of Peakstream as nominee for Kleiner Perkins Caufield & Byers XI-A, LP, Kleiner Perkins Caufield & Byers XI-B, LP, and several of the managers of the fund. These entities were entitled to receive approximately 24.5% of the consideration received in the acquisition. L. John Doerr, who is a member of the board of directors of Google, is a managing director of KPCB XI Associates, LLC, the general partner of both Kleiner Perkins Caufield & Byers XI-A, LP and Kleiner Perkins Caufield & Byers XI-B, LP and a limited partner of both Kleiner Perkins Caufield & Byers XI-A, LP and Kleiner Perkins Caufield & Byers XI-B, LP. Additionally, certain Sequoia Capital venture funds were entitled to receive an aggregate of approximately 24.5% of the consideration received in the acquisition. Michael Moritz, who was a member of the board of directors of Google until May 2007, is a managing member of, and has a greater than ten percent (10%) interest in, the general partner of each of the Sequoia funds, and is a non-managing member of, and has a less than ten percent (10%) equity interest in, one of the Sequoia funds.

Google’s Audit Committee reviewed and approved this transaction as part of Google’s procedures for entering into transactions with related parties.

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