Kodak 2012 Annual Report Download - page 155

(c) any and all releases, licenses, immunities, covenants not to assert and similar rights of a counter-party under a Scheduled
Agreement in respect of any Assigned Patent (including any rights of a counter-party under a Scheduled Agreement in respect of any Assigned
Patent that are binding on an assignee of an Assigned Patent as a matter of applicable non-bankruptcy Law), in each case, (x) solely to the extent
such releases, licenses, immunities, covenants not to assert and similar rights of a counter-party exist as of Closing or are provided for in a
Scheduled Agreement as of Closing, and (y) where such Scheduled Agreement is not rejected by Kodak (provided that if Kodak rejects such
Scheduled Agreement at any time, the foregoing clause (b) shall be deemed to apply thereto);
(d) any rights of a licensee of intellectual property comprising the Assigned Patents under any written license agreement entered into
after the date hereof through the Closing with prior written consent of Buyer in accordance with Section 5.3 ;
(e) any other rights and interests set forth in the Final Sale Order that will not be discharged as set forth on Schedule 1.1(c) , or that
are not dischargeable by the Bankruptcy Court under applicable Law;
(f) any and all Claims and Interests of Apple Inc. with respect to inventorship, ownership of, or other rights with respect to, U.S.
Patent Nos. 5,493,335, 5,828,406, 6,147,703, 6,292,218, 6,441,854, 6,879,342, 7,210,161, 7,453,605, 7,742,084 and 7,936,391 (collectively, the
“ Apple Disputed Patents ”); provided that , nothing herein shall be construed as an admission of validity of any of the foregoing Claims and
Interests;
(g) all licenses (express or implied) or covenants not to assert with respect to any of the Assigned Patents granted to a Third Party
under Product Licenses;
(h) any co-ownership interests in the Assigned Patents set forth on Schedule 1.1(f) ;
(i) the licenses, releases, covenants and rights of (i) any licensee under any Bidco DC/KISS Patent License Agreement, or (ii) any
counter-party under the agreements set forth on Schedule 1.1(h) in respect of the Assigned Patents; and
(j) the rights of any licensee under the Kodak DC/KISS Grant-Back License Agreements.
To the extent that any purported license, sublicense, immunity, covenant not to sue or other similar right to an Assigned Patent
granted by or through FlashPoint for Digita Software prior to June 5, 2003 to a FlashPoint Digita Software licensee in accordance with and
subject to the terms and conditions of the Technology License Agreement between Kodak and FlashPoint dated March 17, 1997, is determined
to be valid, such license, sublicense, immunity, covenant not to sue or other similar right shall be a Permitted Encumbrance. For the avoidance of
doubt, “Permitted Encumbrances” shall not include any (i) obligations, liabilities or Interests related to Taxes, or (ii) Intercompany Contracts.
“ Person ” means an individual, corporation, partnership, limited liability company, association, trust, Governmental Entity, or any
other entity or organization.
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