Kodak 2012 Annual Report Download - page 180

solicitation or employment of any such person (a) resulting from generalized, non-targeted searches for employees by use of bona fide public
advertisements in the media (including trade media), (b) resulting from ordinary course hiring practices (including any recruitment efforts
conducted by any recruitment agency) that are not targeted specifically at employees engaged in connection with the Assigned Assets or other
employees of Kodak associated with the Transaction, or (c) using executive search firms to conduct searches for employees by use of methods
that are not targeted specifically at such employees.
Section 5.12 Actions Under Assigned Patents Following Closing
. Following Closing, Buyer (and its Designee, as applicable) shall
not (a) grant any license or release under any Assigned Patent to any Third Party listed on Section 5.12 of the Disclosure Schedule (or any of
such Third Parties’
Affiliates) to the extent any such license or release would (i) grant rights within the scope of the licenses granted by Kodak to
such Third Parties (or any of such Third Parties’ Affiliates) or (ii) waive rights, in either case, under the contractual arrangements by and
between Kodak and such Third Party (or any of such Third Parties’ Affiliates) listed on Section 5.12 of the Disclosure Schedule (as amended
prior to the date hereof, the “Third Party Agreements” ), during the applicable term of the respective Third Party Agreement, or (b) waive,
release, settle or assign any claim or potential claim under any Third Party Agreement prior to the one year anniversary of the expiration of such
Third Party Agreement (and with respect to any such claim under any such Third Party Agreement made prior to such one year anniversary, at
any time thereafter). Any license to any Assigned Patents granted by Buyer (or its Designee, as applicable) to any Third Party (or any of such
Third Parties’ Affiliates) shall expressly prohibit the grant of such rights or releases to any such Third Party (or any of such Third Parties’
Affiliates) by any such licensee.
Section 5.13 Exclusivity; No Solicitation of Transaction . Kodak represents that, other than with respect to the Transaction and the
FlashPoint Agreements, Kodak is not a party to or bound by any agreement with respect to a possible merger, sale, restructuring or other
disposition, in each case, with respect to all or any part of the Assigned Assets. From the date hereof until the Closing Date, Kodak shall not,
directly or indirectly, (a) solicit or participate in negotiations or discussions regarding any Alternative Transaction, regardless of whether such
offer was unsolicited, or furnish any information with respect to, assist or participate in or facilitate in any other manner any effort or attempt by
any Person (other than Buyer and Buyer’s Designee (as applicable) and their respective Affiliates) to do or seek to do any of the foregoing,
(b) execute an agreement with respect to an Alternative Transaction, (c) seek or support Bankruptcy Court approval of a motion, objection, order
or other filing inconsistent in any way with the Transaction or (d) discuss, negotiate or consummate any transaction involving the issuance,
redemption, sale or exchange or other disposition of any equity interest in Kodak, other than discussions, negotiations or consummations that
would not adversely affect Kodak’s ability to consummate the Transaction.
Section 5.14 Retained Patents and Bidco DC/KISS Patent License Agreements
. Simultaneous with the Closing, but immediately
prior to the sale, conveyance, transfer, assignment and delivery to Buyer (and its Designee, as applicable) of the Assigned Assets, Kodak shall
(a) license the Assigned Patents pursuant to the applicable Bidco DC/KISS Patent License Agreements to each of the respective licensees set
forth in each such Bidco DC/KISS Patent License Agreement, and (b) license the Licensed Patents (as defined in the
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