Kodak 2012 Annual Report Download - page 173

employee or former employee in any arbitral, judicial or other regulatory action they may become involved in as a result of or in connection with
taking any such action contemplated by this Section 5.4(c) .
(d) As reasonably requested by Buyer (or Buyer’s Designee, as applicable), Kodak will use commercially reasonable efforts to assist
Buyer (and Buyer’s Designee, as applicable), at Buyer’s (or its Designee’s, as applicable) sole cost and expense, (i) in obtaining for Buyer (and
Buyer’s Designee, as applicable) from Kodak’s present and former employees who are inventors of any Assigned Patents their signatures on
assignments and other forms reasonably required for filing, prosecution and registration of the relevant Assigned Patents with the U.S. Patent
and Trademark Office and any foreign patent offices; and (ii) in enforcing for the benefit of Buyer (and Buyer’s Designee, as applicable) any
assignment of inventions or similar agreements entered into by employees of Kodak or its Affiliates with respect to the Assigned Patents.
(e) Subject to Section 5.9 and to the extent permitted under applicable Law, as soon as practicable following the Closing, Kodak
shall: (i) deliver to Buyer (or Buyer’s Designee, as applicable) or counsel designated by Buyer (or Buyer’s Designee, as applicable) at locations
within the United States to be designated by Buyer (or Buyer’s Designee, as applicable) copies (which may be electronic copies) of the Patent
Documents existing as of the Closing Date in Kodak’s possession and (ii) instruct all of Kodak’s outside counsel (A) that the ownership of such
Assigned Patents and Patent Documents has been assigned to Buyer (or Buyer’
s Designee, as applicable) as of the Closing Date, (B) to release to
Buyer (or Buyer’s Designee, as applicable) or counsel or agents (where required by law) designated by Buyer (or Buyer’s Designee, as
applicable) at locations to be designated by Buyer (or Buyer’s Designee, as applicable) copies (which may be electronic copies) of the Patent
Documents existing as of the Closing Date and in such counsel’s possession that is related to the Assigned Patents, and (C) that Buyer (or
Buyer’s Designee, as applicable) or counsel or agents (where required by law) designated by Buyer (or Buyer’s Designee, as applicable) may
contact such Kodak counsel for coordination relative to further prosecution of the Assigned Patents at Buyer’s (or Buyer’s Designee’s) expense,
as applicable. Notwithstanding the foregoing, Kodak may retain copies of any and all materials delivered pursuant to this Section 5.4(e) solely
for its own record keeping, regulatory, tax, historical, and litigation purposes.
(f) Notwithstanding anything to the contrary herein, to the extent any obligation of Buyer under this Agreement also is applicable to
Buyer’s Designee, such Designee’s obligations shall be applicable only with respect to the Assigned Patents being acquired by such Designee.
Section 5.5 Certain Regulatory Matters .
(a) Neither Kodak nor Buyer (nor Buyer’s Designee, as applicable) will make any filings with or give any notices to any
Governmental Entity for the purpose of seeking any authorization, consent, clearance or approval of such Governmental Entity or to clear any
waiting or review period of such Governmental Entity in connection with the Transaction unless Kodak and Buyer (and Buyer’s Designee, as
applicable) mutually agree. In the event that Kodak and Buyer (and Buyer’s Designee, as applicable) mutually agree to make any such filing or
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