TO APPLICABLE LAW AND THE PRESERVATION OF ANY APPLICABLE
ATTORNEY-CLIENT PRIVILEGE, BUYER AND SELLERS EACH SHALL, UPON REQUEST BY THE
OTHER, FURNISH THE OTHER WITH ALL INFORMATION CONCERNING ITSELF, ITS
SUBSIDIARIES, DIRECTORS, OFFICERS AND STOCKHOLDERS AND SUCH OTHER MATTERS AS MAY
BE REASONABLY NECESSARY OR ADVISABLE IN CONNECTION WITH THE PROXY STATEMENT OR
ANY OTHER STATEMENT, FILING, NOTICE OR APPLICATION MADE BY OR ON BEHALF OF
BUYER, SELLERS OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO ANY PERSON IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY
AGREEMENTS.
(D)
SUBJECT TO ANY CONFIDENTIALITY OBLIGATIONS AND THE PRESERVATION OF
ANY ATTORNEY-CLIENT PRIVILEGE, BUYER AND SELLERS EACH SHALL KEEP THE OTHER
APPRISED OF THE STATUS OF MATTERS RELATING TO COMPLETION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS, INCLUDING PROMPTLY
FURNISHING THE OTHER WITH COPIES OF NOTICES OR OTHER COMMUNICATIONS RECEIVED BY
BUYER OR SELLERS, AS THE CASE MAY BE, OR ANY OF ITS SUBSIDIARIES, FROM ANY
PERSON WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY
AGREEMENTS. EACH OF BUYER AND SELLERS AGREE NOT TO PARTICIPATE, OR TO PERMIT ITS
SUBSIDIARIES TO PARTICIPATE, IN ANY SUBSTANTIVE MEETING OR DISCUSSION, EITHER IN
PERSON OR BY TELEPHONE, WITH ANY GOVERNMENTAL BODY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY AGREEMENTS UNLESS IT
CONSULTS WITH THE OTHER PARTY IN ADVANCE AND, TO THE EXTENT NOT PROHIBITED BY
SUCH GOVERNMENTAL BODY, GIVES THE OTHER PARTY THE OPPORTUNITY TO ATTEND AND
PARTICIPATE.
6.3
PATENT MATTERS.
(A)
SELLERS SHALL USE THEIR REASONABLE EFFORTS TO SATISFY THE PATENT
CONDITION PRIOR TO CLOSING, INCLUDING BUT NOT LIMITED TO PROVIDING BUYER WITH
INSTRUMENTS AND DOCUMENTS THAT WILL ALLOW SELLERS (OR BUYER, AS ITS SUCCESSOR IN
INTEREST) TO SUCCESSFULLY WITHSTAND THE REEXAMINATION. FROM AND AFTER THE DATE
HEREOF UNTIL THE CLOSING, SELLERS SHALL USE THEIR REASONABLE EFFORTS TO TAKE ALL
ACTIONS AND TO DO ALL THINGS NECESSARY, PROPER, OR ADVISABLE IN ORDER TO DEFEND
ALL LAWSUITS OR OTHER LEGAL, REGULATORY OR OTHER PROCEEDINGS TO WHICH EITHER
SELLER IS A PARTY CHALLENGING OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF
SELLERS' REGISTERED INTELLECTUAL PROPERTY RIGHTS AND SHALL COOPERATE WITH BUYER
FOLLOWING THE CLOSING IN BUYER'S EFFORTS IN DOING THE SAME.
(B)
FOR THE PURPOSES OF THIS AGREEMENT, THE "PATENT CONDITION" SHALL
BE DEEMED TO HAVE BEEN SATISFIED BY SELLERS IF, PRIOR TO THE CLOSING, SELLERS
HAVE PROVIDED BUYERS WITH (1) A LETTER FROM THE PTO INFORMING SELLERS THAT IT
HAS ELECTED TO NOT PURSUE FURTHER THE REEXAMINATION REGARDING THE INVENTION
PATENT OR (2) APPROPRIATE AFFIDAVITS SWORN BY EITHER THE INVENTORS IDENTIFIED IN
THE INVENTION PATENT OR, TO THE EXTENT ALLOWED BY THE PTO, BY SELLERS, IN EITHER
CASE SUPPORTED BY DOCUMENTARY OR OTHER EVIDENCE THAT BUYER HAS DETERMINED IN ITS
SOLE BUT REASONABLE DISCRETION IS SUFFICIENT TO DEMONSTRATE WITH REASONABLE
CERTAINTY THAT THE INVENTION WAS CONCEIVED BY THE INVENTORS SET FORTH IN THE
INVENTION PATENT PRIOR TO THE EFFECTIVE DATE OF THE REFERENCE CITED IN THE OTHER
CLAIM. TO BE USEFUL IN SATISFYING THE PATENT