Kodak 2012 Annual Report Download - page 148

(a) those patents and patent applications listed on Schedule 1.1(a) (all such patents and patent applications, collectively, “ Scheduled
Patents
”);
(b) national (of any country of origin) and regional patents or patent applications (i) to which any of the Scheduled Patents claims
priority (directly or indirectly), (ii) for which any of the Scheduled Patents forms a basis for priority (directly or indirectly), (iii) with respect to
which a terminal disclaimer has been filed referencing any of the Scheduled Patents; (iv) that are referred to in any terminal disclaimer filed with
respect to any of the Scheduled Patents;
(c) reissues, reexaminations, continuations, continuations in part (only with respect to subject matter disclosed in the Scheduled
Patents), divisionals, requests for continuing examinations or continuing prosecution applications, or design registrations of any item in any of
the foregoing categories (a) and (b);
(d) national (of any country of origin) and regional counterparts of any item in any of the foregoing categories (a) through (c),
including certificates of invention, design registrations and utility models; and
(e) all inventions claimed in any of the items in clauses (a) through (d);
(f) all rights provided by treaties or conventions for any item in any of the foregoing categories (a) through (e).
Notwithstanding the foregoing, “Assigned Patents” does not include the patents set forth on Schedule 1.1(g) .
“ Assigned Royalty Streams ” means all rights of Kodak to receive royalties, license fees or other payments accruing or arising after
the Closing with respect to (i) the license of Patents by Kodak to Third Parties pursuant to those agreements listed on Schedule 1.1(b) , and
(ii) any renewal, extension, modification, or amendment of any release, license, immunity, covenant not to assert or similar right granted with
respect to an Assigned Patent in a Scheduled Agreement, in the case of each of (i) and (ii) as well as all rights of Kodak to enforce such royalty
or license fee obligations; provided , however , that “Assigned Royalty Streams” will not include any royalties, license fees or other payments
that accrue or arise (or that may have accrued or arisen) under (i) any such agreements listed on Schedule 1.1(b) to the extent resulting from the
licensee’s sales of products or services, or breaches of such agreements related to a licensee’s sales of products or services prior to January 1,
2013 if Closing occurs before December 31, 2012 or prior April 1, 2013 if Closing occurs after December 31, 2012, or (ii) any Scheduled
Agreement, other than any such agreement listed on Schedule 1.1(b) , that is rejected by Kodak, which Kodak will be free to do at its sole
discretion and without incurring any obligation to Buyer or its Designee (if applicable).
“ Assumed Liabilities ” has the meaning set forth in Section 2.2 .
“ Assumption Agreement ” has the meaning set forth in Section 3.3(a)(v) .
“ Bankruptcy Cases ” has the meaning set forth in the Recitals.
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