Netgear 2012 Annual Report Download - page 216

(e)
Sellers shall, and shall cause their Subsidiaries to, use reasonable best efforts to complete, as promptly as
practicable, the development of the AirVantage Management Services, as detailed in the ACMS Marketing Requirements Document
delivered by Sellers to Buyers on January 27, 2013 (the “ ACMS Marketing Requirements ”),
at no cost to Buyers. Sellers and their
Subsidiaries shall charge Buyers, per the terms of the ACMS Terms and Conditions, in form and substance substantially the same as the
version thereof delivered by Sellers to Buyers on January 27, 2013 (the “ ACMS Terms and Conditions ”),
for any technical integration
support, as identified on the ACMS Terms and Conditions, for the AirVantage Management Services development provided after the
Closing by Sellers or any of their Subsidiaries to any Buyer or any of its Subsidiaries, at such Buyer’
s reasonable request. If any Buyer
makes a reasonable request for Sellers or any of their Subsidiaries to develop and implement any new features and/or services for the
AirVantage Management Services not contemplated in the ACMS Marketing Requirements, Sellers agree to negotiate with Buyers, in
good faith, commercially reasonable terms and conditions, including release schedule and applicable fees, for the development and
operation of such new features and services requested by Buyers.
(f)
The applicable Seller (or a Subsidiary thereof) and the applicable Buyer (or a Subsidiary thereof) shall enter into
a commercial agreement as promptly as practicable after the date hereof (and shall use their commercially reasonable efforts to enter
into such commercial agreement prior to the Closing) for Sellers’
provision to Buyers of the AirVantage Management Services, in form
and substance substantially the same as detailed in the ACMS Marketing Requirements, (i) on terms and conditions that are
substantially the same as those provided in the ACMS Terms and Conditions, with such changes thereto as are necessary to make the
pricing, support offerings and service levels for the AirVantage Management Services be no less favorable to Buyers and their
Subsidiaries than the pricing, support offerings and service levels for the AirVantage Management Services provided to other customers
using substantially similar storage amounts and services of the AirVantage Management Services, and (ii) on such other terms and
conditions that are substantially the same as those provided in the AirVantage Services Agreement, in form and substance substantially
the same as the version thereof delivered by Sellers to Buyers on January 27, 2013, with such changes thereto as are necessary to make
such other terms and conditions for the AirVantage Management Services (including the service offerings and availability) be no less
favorable to Buyers and their Subsidiaries, taken as a whole, than such other terms and conditions for the AirVantage Management
Services (including the service offerings and availability) provided to other customers using substantially similar storage amounts and
services of the AirVantage Management Services.
(g)
As promptly as practicable after the Closing, Canadian Seller shall transfer to the applicable Buyer (or a
Subsidiary thereof) the license, rights, covenant not to sue and privileges, provided under that certain patent license and settlement
agreement between Canadian Seller and the Person identified on Section 8.12(g)
of the Sellers Disclosure Schedule, solely with respect
to the AirCard Products listed in Section 5.24(a)(i)
of the Sellers Disclosure Schedule, and future, replacement and successor versions
of or natural extensions of such products (the “ Transfer of Rights ”). The Transfer of Rights shall be “AS IS”
without any
representations or warranties by Canadian Seller and shall be subject to the applicable terms and conditions provided in such patent
license and settlement agreement. Canadian Seller acknowledges and agrees that under no circumstances shall Buyers or any of their
Subsidiaries be under any obligation to pay any amounts which may become due under Section 3.1 of such patent license and
settlement agreement, if any.
8.13 Cooperation Regarding Intellectual Property Matters
. Following the Closing, Buyers will have the right, but not the
obligation to prosecute, license, and enforce the Transferred Patents, and Sellers will have the right, but not the obligation to prosecute,
license, and enforce all Retained Patents. However, (a) upon Buyers’
reasonable request and at no charge to Buyers, Sellers will
reasonably cooperate with and
- 65 -