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These excerpts taken from the MITI 10-Q filed May 11, 2009. Cooperation. Each Party will
keep the other Party reasonably informed of progress with regard to its filing,
prosecution and maintenance of the Patents pursuant to this Section 7.8, and
will consider in good faith the requests and suggestions of the other Party with
respect to the foregoing. Each Party will provide the other Party
with quarterly reports summarizing (or providing copies as reasonably requested)
of patent applications, office actions (including restriction requirements) and
substantive correspondence with the applicable patent office for such Patents
and made during such preceding calendar quarter. Further, each
Party will cooperate with the other Party, execute all lawful papers and
instruments and make all rightful oaths and declarations as may be necessary in
the preparation, prosecution and maintenance of all patents and other filings
referred to in this Section 7.8.
Cooperation. If the
Indemnifying Party chooses to defend or prosecute any Third Party Claim, the
Indemnified Party will, and will cause each other Indemnitee to, cooperate in
the defense or prosecution thereof and will furnish such records, information
and testimony, provide such witnesses and attend such conferences, discovery
proceedings, hearings, trials and appeals as may be reasonably requested in
connection with such Third Party Claim. Such cooperation will include
access during normal business hours afforded to the Indemnifying Party to, and
reasonable retention by the Indemnified Party of, records and information that
are reasonably relevant to such Third Party Claim, and making Indemnitees and
other employees and agents available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder, and
the Indemnifying Party will reimburse the Indemnified Party for all its
reasonable out-of-pocket expenses in connection with such cooperation. The
Indemnifying Party will reasonably cooperate and consult with the Indemnitee in
the defense of the Third Party Claim and will give the Indemnitee the
possibility to comment on any filings or writings received from the Third Party
or submitted to the Third Party, its attorneys or any courts in connection with
the defense of the Third Party Claim. ***
Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
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