Kodak 2012 Annual Report Download - page 146

PATENT SALE AGREEMENT
THIS PATENT SALE AGREEMENT (this “ Agreement ”) is made as of December 18, 2012, by and between E
ASTMAN K ODAK C
OMPANY , a New Jersey corporation having its principal place of business at 343 State Street, Rochester, New York 14650 (as debtor-in-
possession in the Bankruptcy Cases, “ Kodak ”), and Intellectual Ventures Fund 83 LLC, a Delaware limited liability company having its
principal place of business at 7251 W Lake Mead Blvd, Ste 300, Las Vegas, Nevada 89128 (“ Buyer ” and, together with Kodak, the “ Parties ”
and each, a “ Party ”).
RECITALS
W
HEREAS , on January 19, 2012 (the “ Petition Date ”), Kodak and its affiliated debtors-in-possession filed petitions under Chapter 11 of
the U.S. Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (as in effect on the date hereof and as may be amended from time to time, the “ Bankruptcy
Code ”) in the U.S. Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”), commencing their Chapter 11
bankruptcy cases (the “ Bankruptcy Cases ”); and
W
HEREAS , on July 5, 2012, the Bankruptcy Court entered an order (the “ Conditional Sale Order ”), among other things, authorizing
Kodak and its affiliated debtors-in-possession to sell the Assigned Assets, free and clear of Claims and Interests (except for and subject to
“Permitted Encumbrances” as defined in the Conditional Sale Order), subject to the Bankruptcy Court’s entry of the Final Sale Order; and
W
HEREAS , on July 30, 2012, the Bankruptcy Court entered an Order Clarifying Conditional Sale Order With Respect to Good Faith
Deposits In Connection With The Sale Of Patent Assets (the “ Clarifying Order ”), among other things, clarifying the bidding and deposit
procedures set forth in the Conditional Sale Order; and
W
HEREAS , Kodak owns certain Patents that Kodak desires to sell to Buyer and Buyer desires to purchase from Kodak pursuant to
Section 363 of the Bankruptcy Code, in accordance with and subject to the terms and conditions of the Conditional Sale Order, the Clarifying
Order and the Final Sale Order, and Kodak and Buyer desire to enter into such other agreements as are set forth herein; and
W
HEREAS , simultaneously with the execution and delivery of this Agreement, (i) Kodak and certain of the Licensees have entered into
certain acknowledgements and agreements with respect to the ITC Proceedings and (ii) Kodak, FlashPoint Technology, Inc. (“ FlashPoint ”)
and the other parties thereto have entered into the FlashPoint Agreements;
W
HEREAS
, each Reviewing Creditor has notified Kodak and Buyer in writing or by email that (i) it does not object to Kodak (x) executing
and delivering this Agreement and each Ancillary Agreement (each in the form presented to such Reviewing Creditor), (y) performing its
obligations under this Agreement and under each Ancillary Agreement, or (z) consummating the transactions contemplated under this
Agreement in accordance with the terms of this Agreement; and