Additional Obligations

Further Cooperation

At the reasonable request of Buyer, Seller will execute and deliver an assignment document in substantially the form set forth as Exhibit B, and such other instruments and do and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, achnowledgement, and recordation of other such papers, as reasonably necessary for fully perfecting and conveying unto Buyer the benefit of the transactions contemplated hereby.

Common Interest Agreement

Seller and Buyer recognize that they share common interests, including but not limited to common legal interests relating to the scope validity, and enforceability of the Patents, and in maxiumizing the value of the Patents for Buyer, on the one hand, as purchaser and for Seller, on the other hand, as licensee and receipient of the proceeds of the transaction contemplated by this Agreement (the “Common Interest”). In furtherance of the Common Interest, the parties or their counsel may exchange information (including information exchanged as part of the Deliverables) that is attorney-client privileged or work product, including without limitation communications (whether oral or written), documents, things, mental impressions, factual materials, memoranda, or opinions relating to the Patents (such information, the “Common Interest Information”). The parties achnowledge and agree that they desire and intend by this Agreement that the common interest privilege, to the fullst extent permitted by law, attaches to any Common interest privilege, to the fullest extent permitted by law, attaches to any Common Interest Information exchanged, and that no such exchange of Common Interest Information between the parties or their counsel shall waive any applicable privilege or protection to such Common Interest Information.

Disclosure of Licensees

Notwithstanding the provisions of Section 3.3, for a reasonable number of requests, Buyer may ask from Seller whether a certain Entity is licensed under the Patents. Seller will, with reasonable commercial promptness, disclose to Buyer whether such Entity is licensed provided that Seller is not legally prevented from the disclosure (including but not limited to confidentiality obligations towards such licensee).