Common use of ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS Clause in Contracts

ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents and Wild File Patents from Adaptec or any Subsidiary to Roxio. Until such transfer has been effected, Adaptec agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents and Wild File Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents and Wild File Patents using the same standard of care and diligence that it uses with respect to Adaptec's Patents. Roxio will reimburse Adaptec for all actual and reasonable expenses (excluding the value of the time of Adaptec employees) to continue to prosecute and maintain the Assigned Patents and Wild File Patents after the Effective Date until the transfer of responsibility for the Assigned Patents and Wild File Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of Adaptec for the value of time of Adaptec's employees as reasonably required in connection with any such litigation. Adaptec will provide Roxio with the originals or copies of its files relating to the Assigned Patents and Wild File Patents upon such transfer or at such earlier time as the parties may agree. (b) Adaptec shall provide continuing reasonable support to Roxio with respect to the Assigned Patents and Wild File Patents, including by way of example the following: (i) executing all documents prepared by Roxio necessary for prosecution, maintenance, and litigation of the Assigned Patents and Wild File Patents, (ii) making available to Roxio or its counsel, inventors and other persons employed by Adaptec for interviews and/or testimony to assist in good faith in further prosecution, maintenance or litigation of the Assigned Patents and Wild File Patents, including the signing of documents related thereto, (iii) forwarding copies of all correspondence sent and received concerning the Assigned Patents and Wild File Patents within a reasonable period of time after receipt by Adaptec, and (iv) making all relevant documents in the possession or control of Adaptec and corresponding to the Assigned Patents and Wild File Patents, or any licenses thereunder, available to Roxio or its counsel. Any actual and reasonable out-of-pocket expenses associated with any such assistance shall be borne by Roxio, expressly excluding the value of the time of such Adaptec employees; provided, however, that in the case of assistance with litigation, the parties shall agree on a case by case basis on compensation, if any, of Adaptec for the value of the time of Adaptec's employees as reasonably required in connection with such litigation.

ADDITIONAL OBLIGATIONS WITH REGARD TO ASSIGNED PATENTS. (a) The parties will cooperate to effect a smooth transfer of the responsibility for prosecution, maintenance and enforcement of the Assigned Patents and Wild File Patents from Adaptec or any Subsidiary to Roxio. Until such transfer has been effected, Adaptec agrees to continue the prosecution and maintenance of, and ongoing litigation (if any) with respect to, the Assigned Patents and Wild File Patents (including payment of maintenance fees), and to maintain its files and records relating to the Assigned Patents and Wild File Patents using the same standard of care and diligence that it uses with respect to Adaptec's PatentsPATENTS. Roxio will reimburse Adaptec for all actual and reasonable expenses (excluding the value of the time of Adaptec employees) to continue to prosecute and maintain the Assigned Patents and Wild File Patents after the Effective Date until the transfer of responsibility for the Assigned Patents and Wild File Patents has been completed and to continue any such ongoing litigation. The parties shall agree on a case by case basis on compensation, if any, of Adaptec for the value of time of Adaptec's employees as reasonably required in connection with any such litigation. Adaptec will provide Roxio with the originals or copies of its files relating to the Assigned Patents and Wild File Patents upon such transfer or at such earlier time as the parties may agree. (b) Adaptec shall provide continuing reasonable support to Roxio with respect to the Assigned Patents and Wild File Patents, including by way of example the following: (i) executing all documents prepared by Roxio necessary for prosecution, maintenance, and litigation of the Assigned Patents and Wild File Patents, (ii) making available to Roxio or its counsel, inventors and other persons employed by Adaptec for interviews and/or testimony to assist in good faith in further prosecution, maintenance or litigation of the Assigned Patents and Wild File Patents, including the signing of documents related thereto, (iii) forwarding copies of all correspondence sent and received concerning the Assigned Patents and Wild File Patents within a reasonable period of time after receipt by Adaptec, and (iv) making all relevant documents in the possession or control of Adaptec and corresponding to the Assigned Patents and Wild File Patents, or any licenses thereunder, available to Roxio or its counsel. Any actual and reasonable out-of-pocket expenses associated with any such assistance shall be borne by Roxio, expressly excluding the value of the time of such Adaptec employees; provided, however, that in the case of assistance with litigation, the parties shall agree on a case by case basis on compensation, if any, of Adaptec for the value of the time of Adaptec's employees as reasonably required in connection with such litigation.