Common use of COOPERATION OF THE PARTIES IN FILINGS Clause in Contracts

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, and Company shall bear all out-of-pocket expenses with respect thereto. All Filings will be made at a time when appropriate during the development or after the completion of an item of Developed Technology XXXXXX Company shall have the primary administrative responsibility for Filings, and Company shall bear all filing and attorneys' fees incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a Filing, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a written notice of rejection to the submitting party within thirty (30) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing.

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, use reasonable efforts to pursue and Company shall bear all out-of-pocket expenses with respect theretoprosecute Filings applicable to the Foreground Technology. All Filings applicable to the Foreground Technology will be made at a time when appropriate during the development or after the completion of an item the Foreground Technology under the names of Developed Technology XXXXXX both parties as joint owners. Company shall have the primary administrative responsibility for FilingsFilings with respect to the Foreground Technology, and the parties will cooperate with respect to Filings on the Foreground Technology (including with respect to claim amendments). Silicon Graphics will bear all fees and out-of-pocket expenses payable to Sterne, Kessler, Xxxxxxxxx and Xxx in connection therewith, and Company shall bear all other filing and fees, attorneys' fees and out-of-pocket expenses incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Foreground Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at in its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a FilingFiling on an item of Foreground Technology, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, . a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a provide written notice of rejection to the submitting party within thirty (30) (or such shorter period as the parties may agree upon) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable acceptable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted sbmitted to or received from a governmental entity or a third party relating to any Filing. SGI will provide such information regarding the Background Technology, Foreground Technology and Developed Technology as Company may reasonably request for purposes of permitting Company and its advisors to evaluate actual or potential infringement claims directed at Company Products. Nothing in this Section 14.4 shall be interpreted to expand SGI's obligations under Section 9.5.

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, use reasonable efforts to pursue and Company shall bear all out-of-pocket expenses with respect theretoprosecute Filings applicable to the Foreground Technology. All Filings applicable to the Foreground Technology will be made at a time when appropriate during the development or after the completion of an item of Developed the Foreground Technology XXXXXX XXXXXX. Company shall have the primary administrative responsibility for FilingsFilings with respect to the Foreground Technology, and the parties will cooperate with respect to Filings on the Foreground Technology (including with respect to claim amendments). Silicon Graphics will bear all fees and out-of-pocket expenses payable to Sterne, Kessler, Xxxxxxxxx and Xxx in connection therewith, and Company shall bear all other filing and fees, attorneys' fees and out-of-pocket expenses incurred in connection therewith. As used herein, "administrative responsibilityADMINISTRATIVE RESPONSIBILITY" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Foreground Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at in its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a FilingFiling on an item of Foreground Technology, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, . a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a provide written notice of rejection to the submitting party within thirty (30) (or such shorter period as the parties may agree upon) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable acceptable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing. SGI will provide such information regarding the Background Technology, Foreground Technology and Developed Technology as Company may reasonably request for purposes of permitting Company and its advisors to evaluate actual or potential infringement claims directed at Company Products. Nothing in this Section 14.4 shall be interpreted to expand SGI's obligations under Section 9.5.

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, and Company shall bear all out-of-pocket expenses with respect thereto. All Filings will be made at a time when appropriate during the development or after the completion of an item of Developed Technology XXXXXX under the names of both parties as joint owners. Company shall have the primary administrative responsibility for Filings, and Company shall bear all filing and attorneys' fees incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a Filing, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a written notice of rejection to the submitting party within thirty (30) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives reresentatives of the parties, at a mutually agreeable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing.

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, and Company shall bear all out-of-pocket expenses with respect thereto. All Filings will be made at a time when appropriate during the development or after the completion of an item of Developed Technology XXXXXX under the names of both parties as joint owners. Company shall have the primary administrative responsibility for Filings, and Company shall bear all filing and attorneys' fees incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a Filing, SGI may proceed with the preparation and submission of such Filing at SGI's expense. In either case, a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a written notice of rejection to the submitting party within thirty (30) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing.. 6.3

COOPERATION OF THE PARTIES IN FILINGS. The parties Parties shall cooperate in Filings, and Company shall bear all out-of-pocket share equally expenses with respect thereto. All Filings will shall be made at a time when when, appropriate during the development or after the completion of an item of Developed Technology XXXXXX Company under the names of both Parties as joint owners. FDTC shall have the primary administrative responsibility for Filings, and Company FDTC and AUO shall bear share equally all filing and attorneys' fees incurred by FDTC in connection therewiththerewith (including allocated in-house attorney expenses). As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entityGovernmental Authority. If SGI FDTC submits a proposed Filing to AUO for review, and if AUO does not believe a Filing should be made with respect thereto, FDTC may proceed with the preparation and submission of the Filing at FDTC's expense. If AUO has not yet received a proposed Filing from Company FDTC on an item of Developed Technology, and SGI AUO believes that a Filing should be made with respect thereto, SGI AUO may submit a written request to Company FDTC that Company FDTC proceed with the preparation of such Filing, ; provided, however, that Company FDTC may, at its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company FDTC declines to prepare and submit a Filing, SGI AUO may proceed with the preparation and submission of such Filing at SGIAUO's expense. In either case, a party Party preparing a Filing shall submit such Filing to the other party Party for its review and approval prior to any submission to any governmental entityGovernmental Authority. A Filing shall be deemed accepted approved by the receiving party Party if the receiving party Party does not provided provide a written notice of rejection to the submitting party Party within thirty fifteen (3015) days after receipt of the submitting partyParty's notice thereof. If In the event that a party Party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party Party believes that the modifications suggested by the receiving party Party are inappropriate, the submitting party's Coordinator Party shall contact the receiving party's CoordinatorParty, and the Coordinators Parties shall arrange and hold a meeting or discussion between appropriate representatives of the partiesParties, at a mutually agreeable acceptable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. In the event that the Parties fail to reach agreement as to the form, content and timing of the proposed Filing, within thirty (30) days of such meeting or discussion, the submitting Party will be free to proceed with the Filing, incorporating any modifications of the receiving Party that the submitting Party deems appropriate in its reasonable discretion. Each party Party shall promptly provide the other Party with copies of any correspondence, materials or other communications submitted to or received from a governmental entity Governmental Authority or a third party relating to any Filing.

COOPERATION OF THE PARTIES IN FILINGS. The parties shall cooperate in Filings, use reasonable efforts to pursue and Company shall bear all out-of-pocket expenses with respect theretoprosecute Filings applicable to the Foreground Technology. All Filings applicable to the Foreground Technology will be made at a time when appropriate during the development or after the completion of an item of Developed the Foreground Technology XXXXXX XXXXXX. Company shall have the primary administrative responsibility for FilingsFilings with respect to the Foreground Technology, and the parties will cooperate with respect to Filings on the Foreground Technology (including with respect to claim amendments). Silicon Graphics will bear all fees and out-of-pocket expenses payable to Sterne, Kessler, Xxxxxxxxx and Xxx in connection therewith, and Company shall bear all other filing and fees, attorneys' fees and out-of-pocket expenses incurred in connection therewith. As used herein, "administrative responsibility" means the physical preparation of any documents required for a Filing, and the submission thereof to the appropriate governmental entity. If SGI has not yet received a proposed Filing from Company on an item of Developed Foreground Technology, and SGI believes that a Filing should be made with respect thereto, SGI may submit a written request to Company that Company proceed with the preparation of such Filing, provided, however, that Company may, at in its sole discretion, proceed or decline to proceed with the preparation of such Filing. If Company declines to prepare and submit a FilingFiling on an item of Foreground Technology, SGI may proceed with the preparation and submission of [XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. such Filing at SGI's expense. In either case, . a party preparing a Filing shall submit such Filing to the other party for its review and approval prior to any submission to any governmental entity. A Filing shall be deemed accepted by the receiving party if the receiving party does not provided a provide written notice of rejection to the submitting party within thirty (30) (or such shorter period as the parties may agree upon) days after the submitting party's notice thereof. If a party rejects a Filing, it shall include with its rejection notice a detailed description of its reason(s) for rejection, and shall make specific suggestions as to any modifications which it believes should be made to the form or content of such Filing prior to submission. If the submitting party believes that the modifications suggested by the receiving party are inappropriate, the submitting party's Coordinator shall contact the receiving party's Coordinator, and the Coordinators shall arrange and hold a meeting or discussion between appropriate representatives of the parties, at a mutually agreeable acceptable time and place, in order to determine a mutually acceptable form, content and time for the proposed Filing. Each party shall provide the other with copies of any correspondence, materials or other communications submitted to or received from a governmental entity or a third party relating to any Filing. SGI will provide such information regarding the Background Technology, Foreground Technology and Developed Technology as Company may reasonably request for purposes of permitting Company and its advisors to evaluate actual or potential infringement claims directed at Company Products. Nothing in this Section 14.4 shall be interpreted to expand SGI's obligations under Section 9.5.