Kodak 2012 Annual Report Download - page 153

“ ITC Proceedings ” means the proceedings in the U.S. International Trade Commission captioned Electronic Devices for Capturing
and Transmitting Images, and Components Thereof, Inv. No. 337-TA-
831 (Feb. 27, 2012) and Mobile Telephones and Wireless Communication
Devices Featuring Digital Cameras, and Components Thereof, Inv. No. 337-TA-703 (Feb. 23, 2010).
“ Joinder Agreement ” has the meaning set forth in Section 8.3 .
“ Kodak ” has the meaning set forth in the preamble.
“ Kodak Confidential Information ” has the meaning set forth in Section 5.9(a) .
“ Kodak DC/KISS Grant-Back License Agreement ” has the meaning set forth in Section 3.3(a)(iii) .
“ Kodak Retained Rights ” means all rights of Kodak (other than the Assigned Royalty Streams) under (a) all Contracts existing as
of the date hereof or entered into after the date hereof through the Closing with the prior written consent of Buyer in accordance with
Section 5.3 , including (i) all rights of Kodak under such Contracts to collect and retain royalty and license fees with respect to the Assigned
Patents and all rights to enforce payment thereof, other than the Assigned Royalty Streams, and (ii) all license rights granted to Kodak under
such Contracts other than with respect to the Assigned Patents, and (b) the Kodak DC/KISS Grant-Back License Agreements.
“ Kodak’s Knowledge ” means the actual knowledge, after due inquiry, of (a) Timothy M. Lynch, in his capacity as Vice President,
Chief IP Officer and Deputy General Counsel of Kodak, and (b) for purposes of (i) the definition of “Patent Documents” and (ii) Section 4.1(e)
(i) only, Raymond L. Owens, in his capacity as Chief Patent Counsel of Kodak.
“ Law ” means any applicable law, statute, constitution, treaty, ordinance, rule, regulation, code, order, injunction, judgment or
decree or judicial or administrative doctrine promulgated or issued by any Governmental Entity, including the Bankruptcy Code and Bankruptcy
Rules.
“ License Fee ” or “ License Fees ” has the meaning set forth in Section 5.14 .
“ Licensee ” means each licensee identified on Schedule 3.3(a) to this Agreement and that will become a party to a Bidco DC/KISS
Patent License Agreement or a Retained Patents License Agreement pursuant to Section 5.14 of this Agreement.
“ Licensee Supplemental NDAs ” means the Non-Disclosure Agreements, each entered into as of the date set forth therein, by and
between Kodak and each of the Licensees, whereby each such Licensee agrees from and after the Closing to be bound by the terms and
conditions of Section 5.9(a) and Section 5.9(d) of this Agreement.
“ Lien ” means any lien (statutory, contractual, or otherwise), pledge, mortgage, deed of trust, security interest, hypothecation,
charge, or similar interest, right, restriction, or limitation.
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