In 1997, P and D signed an agreement which made P D's sole and exclusive non-employee representative' for the purpose of licensing the Hummer trademark. The agreement entitled P to 35 percent of the 'gross receipts . . . made while the representation agreement was in force. The agreement was drafted by P. P went about its business obtaining agreements for the licensing of the Hummer trademark. In 1999, D entered into a joint-venture agreement with General Motors under which GM would design and engineer a new version of the Hummer, would make an interest-free loan of $235 million to D for the construction of a factory to manufacture the new version, would promise to buy a minimum number of the new vehicles, would obtain an option to buy up to 40 percent of D's common stock--and would acquire the Hummer trademark. GM informed P that it had not assumed any of D's obligations under the representation agreement and that it would not compensate P for any license agreements made or renewed after the effective date of the joint-venture agreement. P contends that the agreement between D and GM, although not labeled a license agreement, was one because it transferred the Hummer trademark to GM and thus was an 'agreement or arrangement, whether in the form of a license or otherwise, granting merchandising or other rights in the Property'; for the transfer gave GM the right, indeed the exclusive right, to merchandise the Hummer trademark, that is, the 'Property.' P contends that the D-GM contract is an 'agreement' that 'grant[ed]' GM 'merchandising . . . rights' in the Hummer trademark. P wants 35 percent of so much of the consideration running from GM to D as represents the value of the Hummer trademark.

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