What would Warner Bros. Discovery’s penalty be if it wins the contested NBA’s streaming package and then sees its corporate debt rating downgraded by a bond agency? Answer: a $4.5 billion fine.

That is just one of many so-called “poison pills” WBD charges the NBA sprinkled throughout its agreement with Amazon to deter the current incumbent. WBD has matching rights for the media packages starting after next season and made a counteroffer that the NBA swiftly rejected. WBD sued, and the $4.5 billion factoid emerged late Friday in a court filing responding to the NBA’s motion to dismiss. The filing was issued by Warner Bros. Discovery and Turner Broadcasting System (TBS), which was the company’s name when it signed the original NBA rights deal in 2014.

Poison pills generally refer to provisions put into merger and acquisition deals that would dissuade another company from making an unwanted bid. Here, a poison pill is a provision in the Amazon deal that makes it all but impossible for WBD to match.

“The NBA also incorrectly asserts that TBS failed to match certain terms of the Amazon Offer—terms the NBA included as poison pills to try to prevent TBS from matching,” WBD wrote in the Friday filing. “TBS had no obligation to match those terms (like escrow and credit rating requirements, liquidated damages, and cross-promotion)… But TBS matched them anyway, including on reasonable, commercially equivalent terms.”

Let’s take a look at each of these co-called poison pills and WBD’s positions.

Liquidated damages: This is the $4.5 billion WBD would owe the NBA simply for a corporate debt downgrade. “[T]erms concerning WBD’s credit rating bear no relation to NBA media rights or the fees paid for them, which would still be paid on the same schedule, backstopped by letters of credit,” WBD’s counsel wrote. “Moreover, S&P and Moody’s are independent organizations, and how those entities determine WBD’s credit rating is wholly outside of TBS’s control.”

Cross promotion: The Amazon offer required that NBA games be shown on a platform that also shows NFL games, cross-promotion of the NBA on Prime’s Thursday Night Football, and three non-NBA sports telecasts ranked among the top 100 U.S. telecasts across broadcast, cable, and live streaming (almost all top 100 sports telecasts are NFL games). None of these of course WBD can match (theoretically they could advertise on Prime, though WBD questions if Amazon would allow that). “First, the Amazon Offer required cross-promotion of NBA games during “Thursday Night Football on Prime Video,” WBD’s counsel wrote in their reply brief. “Because Amazon holds the exclusive rights to TNF, only Amazon could perform that obligation.”

Escrow: The Amazon deal includes a provision that it must have $3.2 billion in escrow. The NBA “required TBS to deposit over $3 billion into an escrow account within five days of signing, when the NBA knew WBD had only ~$2.98 billion in cash,” WBD’s brief notes there is no escrow requirement in NBC’s deal for NBA rights. “These requirements were designed solely to frustrate TBS’s matching rights. The escrow requirement also was a farce because the NBA enjoyed unfettered discretion to relieve Amazon from it, and instead accept letters of credit, before any license fees became due.”

Credit Rating: The Amazon deal includes a provision if either Moody’s or S&P downgrades the company’s ratings, then the NBA can pull the plug. Given Amazon’s financial might, a downgrade seems highly unlikely, though far more possible for the financially embattled WBD.

The NBA argues in its motion to dismiss by not matching these terms, that WBD failed in its offer. WBD retorts that these terms do not have anything to do with the underlying deal and thus do not need to be matched point by point.

Perhaps the most interesting area of disagreement is the core issue: the NBA describes Amazon’s package as a streaming-only deal, and WBD would continue to show games on cable (as well as streaming on Max). WBD’s position is essentially that there is no longer a distinction between linear and streaming.

“The television-versus-Internet distinction.. is invalid concerning Prime Video, because even if Prime Video is an Internet service, it is also a television service,” WBD argued. “It is marketed as ‘television’ and even is distributed through cable television set-top boxes pursuant to contracts between Amazon and (pay-TV programmers) like Comcast and Dish.

“When games are occurring live, sports fans would watch them on Prime Video in the same way, at the same time, that they would watch them on Max or TNT.”

In other words, because one can stream on any device, including televisions, the divide between streaming and linear is at the very least, WBD argues, a matter for the jury to decide.

“The Amazon Offer does not fit squarely into either side of this dichotomy,” WBD argues.  “Amazon proposed to distribute content to both televisions and non-television devices via the Internet and other Non-Broadcast Television methods (e.g., satellite). “

The NBA of course takes a different position, arguing that WBD did not match Amazon’s offer, and doesn’t have the right to do so.

“Under the NBA/TBS Agreement’s unambiguous terms, TBS does not `currently enjoy’ the rights contained in Amazon’s offer—i.e., the rights to distribute live NBA games on a standalone basis via Internet streaming. As a result, TBS did not have the right to match that offer.”

Of course, the NBA did allow WBD to make a counteroffer, even though WBD contends the league never intended for it to be a fair playing field.

“The NBA,” WBD’s lawyers wrote, “never intended to allow TBS to match the Amazon Offer.”