**Exhibit 10.60**

** **

**TRADEMARK SECURITY AGREEMENT**

 

THIS SECURITY AGREEMENT is entered into as ofMarch            ,2004, by and between Microfluidics Corporation, a Delaware corporation havingits principal place of business at 30 Ossipee Road, Newton, Massachusetts02464-9101 (the “**Borrower**”), andBanknorth, N.A., a national banking association organized and existing underthe laws of the United States of America with a usual place of business at 7New England Executive Park, Burlington, Massachusetts 01803 (“**Bank**”).

 

NOW THEREFORE, in consideration of thepremises, Borrower hereby agrees with Bank as follows:

 

**1.****             Grant of SecurityInterest.**  Borrower hereby grants toBank a first priority security interest in, and conditionally assigns, but doesnot transfer title to Bank, all of Borrower’s right, title and interest in andto the following (collectively, the “**Collateral**”)to secure payment and performance of all obligations of Borrower to Bankwhether such obligations are direct or indirect, absolute or contingent, due orto become due, now existing or hereafter arising, including without limitation,those liabilities of Borrower to Bank pursuant to a Loan and Security Agreement(All Assets) of even date by and among Bank, Borrower and MFIC Corporation (the“**Loan Agreement**”) (collectively,the “**Obligations**”).

 

The Collateral shall consist of thefollowing:

 

(a)            Each of the trademarks, and rights andinterests protectible as trademarks, which are presently, or in the future maybe, owned, created, acquired or used (whether pursuant to a license orotherwise) by Borrower, in whole or in part, and all trademark rights withrespect thereto throughout the world, including all proceeds thereof (includinglicense royalties and proceeds of infringement suits), and rights to renew andextend such trademarks and trademark rights;

 

(b)           All of Borrower’s right, title and interest,in and to the trademarks and trademark registrations listed on Schedule Aattached hereto, as the same may be updated hereafter from time to time;

 

(c)           All of Borrower’s right, title and interestto register trademark claims under any state or federal trademark law orregulation of any foreign country, and to apply for, renew and extend thetrademark registrations and trademark rights, the right (without obligation) tosue or bring opposition or cancellation proceedings in the name of Borrower orin the name of Bank for past, present and future infringements of thetrademarks, registrations or trademark rights and all rights (but notobligations) corresponding thereto in the United States and any foreigncountry, and the associated goodwill;

 

(d)           All general intangibles and goodwillrelating to the Collateral; and

 

(e)           All proceeds of any and all of the foregoing(including, without limitation, license royalties and proceeds of infringementsuits) and, to the extent not otherwise included, all payments under insurance,or any indemnity, warranty or guaranty payable by reason of loss or damage toor otherwise with respect to the Collateral.

 

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**2.****             Warranties andRepresentations.**  Borrower herebywarrants and represents to Bank the following:

 

(a)           A true and complete schedule setting forthall federal and state trademark registrations owned or controlled by Borroweror licensed to Borrower, together with a summary description and fullinformation in respect of the filing or issuance thereof and expiration datesis set forth on Schedule A;

 

(b)           To the best of Borrower’s knowledge, each ofthe trademarks and trademark registrations is valid and enforceable, andBorrower is not presently aware of any past, present or prospective claim byany third party that any of the trademarks are invalid or unenforceable, orthat the use of any trademarks violates the rights of any third person, or ofany basis for any such claims;

 

(c)           Borrower is the sole and exclusive owner ofthe entire and unencumbered right, title and interest in and to each of thetrademarks and trademark registrations free and clear of any liens, charges andencumbrances, including, without limitation, pledges, assignments, licenses,shop rights and covenants by Borrower not to sue third persons;

 

(d)           Borrower has used and will continue to useproper statutory notice in connection with its use of each of the trademarks;

 

(e)           Borrower has used and will continue to useconsistent standards of high quality (which may be consistent with Borrower’spast practices) in the manufacture, sale and delivery of products and servicessold or delivered under or in connection with the trademarks, including, to theextent applicable, in the operation and maintenance of its merchandisingoperations, and will continue to maintain the validity of the trademarks;

 

(f)            Except for the filing of financingstatements with the Secretary of State of Delaware under the Uniform CommercialCode and filings with the United States Patent and Trademark Office necessaryto perfect the security interests created hereunder, no authorization, approvalor other action by, and no notice to or filing with, any governmental authorityor regulatory body is required either for the grant by Borrower of the securityinterest hereunder or for the execution, delivery or performance of thisAgreement by Borrower or for the perfection of or the exercise by Bank of itsrights hereunder to the Collateral in the United States.

 

**3.****             After-AcquiredTrademark Rights.**  If Borrower shallobtain rights to any new trademarks, the provisions of this Agreement shallautomatically apply thereto.  Borrowershall give prompt notice in writing to Bank with respect to any such newtrademarks or renewal or extension of any trademark registration.  Borrower shall bear any expenses incurred inconnection with future applications for trademark registration.

 

**4.****             Litigation andProceedings.**  Borrower shallcommence and diligently prosecute in its own name, as the real party ininterest, for its own benefit, and its own expense, such suits, administrativeproceedings or other actions for infringement or other damages as are in itsreasonable business judgment necessary to protect the Collateral.  Borrower shall provide to Bank

 

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any information with respect theretorequested by Bank.  Bank shall provideat Borrower’s expense all necessary cooperation in connection with any suchsuit, proceeding or action, including, without limitation, joining as anecessary party.  Following Borrower’sbecoming aware thereof, Borrower shall notify Bank of the institution of, orany adverse determination in, any proceeding in the United States Patent andTrademark Office, or any United States, state or foreign court regardingBorrower’s claim of ownership in any of such trademarks, its right to apply forthe same, or its right to keep and maintain such trademark rights.

 

**5.****             Power of Attorney.**  Borrower grants Bank power of attorney,having the full authority, and in the place of Borrower and in the name ofBorrower, from time to time in Bank’s discretion, after the occurrence of anEvent of Default, to take any action and to execute any instrument which Bankmay deem necessary or advisable to accomplish the purposes of this Agreement,including, without limitation, as may be subject to the provisions of the LoanAgreement:

 

(a)           To endorse Borrower’s name on allapplications, documents, papers and instruments necessary for Bank to use ormaintain the Collateral;

 

(b)           To ask, demand, collect, sue for, recover,impound, receive and give acquittance and receipts for money due or to becomedue under or in respect of any of the Collateral;

 

(c)           To file any claims or take any action orinstitute any proceedings that Bank may deem necessary or desirable for thecollection of any of the Collateral or otherwise to enforce Bank’s rights withrespect to any of the Collateral and to assign, pledge, convey or otherwisetransfer title in or dispose of the Collateral to any person.

 

**7.****             Right to Inspect.**  Borrower grants to Bank and its employeesand agents the right to visit Borrower’s plants and facilities whichmanufacture, inspect or store products sold under any of the trademarks, and toinspect the products and quality control records relating thereto at reasonabletimes during regular business hours.

 

**8.****             Events of Default.**  Any of the following events shall be anEvent of Default:

 

(a)           Borrower fails to make any payment ofprincipal or interest or any other payment on any Obligation when due andpayable, by acceleration or otherwise under the loan documents; and

 

(b)           the occurrence of an Event of Default asthat term is defined in the Loan Agreement.

 

**9.****             Specific Remedies.**  Upon the occurrence of any Event of Default:

 

(a)           Bank may cease advancing money or extendingcredit to or for the benefit of Borrower under the Loan Agreement or under anyother agreement between Borrower and Bank.

 

(b)           Bank may declare all Obligations to be dueand payable immediately, whereupon they shall immediately become due andpayable without presentment, demand, protest or notice of any kind, all ofwhich are hereby expressly waived by Borrower;

 

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(c)           After an Event of Default, Bank may set offagainst the Obligations all Collateral, balances, credits, deposits, accountsor moneys of Borrower then or thereafter held with Bank, including amountsrepresented by certificates of deposit;

 

(d)           After an Event of Default, Bank may notifylicensees to make royalty payments on license agreements directly to Bank;

 

(e)           Bank may sell or assign the Collateral andassociated goodwill at public or private sale for such amounts, and at suchtime or times as Bank deems advisable. Any requirement of reasonable notice of any disposition of theCollateral shall be satisfied if such notice is sent to Borrower ten (10) daysprior to such disposition.  Borrowershall be credited with the net proceeds of such sale only when they areactually received by Bank, and Borrower shall continue to be liable for anydeficiency remaining after the Collateral is sold or collected;

 

(f)            If the sale is to be a public sale, Bankshall also give notice of the time and place by publishing a notice one time atleast ten (10) calendar days before the date of the sale in a newspaper ofgeneral circulation in the county in which the sale is to be held; and

 

(g)           To the maximum extent permitted byapplicable law, Bank may be the purchaser of any or all of the Collateral andassociated goodwill at any public sale and shall be entitled, for the purposeof bidding and making settlement or payment of the purchase price for all orany portion of the Collateral sold at any public sale, to use and apply all orany part of the Obligations as a credit on account of the purchase price of anyCollateral payable by Bank at such sale.

 

**10.****          Governing Law.**  All acts and transactions hereunder and therights and obligations of the parties hereto shall be governed, construed andinterpreted in accordance with the laws of the Commonwealth of Massachusetts.

 

IN WITNESS WHEREOF, the Borrower and Bankhave caused this Agreement to be executed by their duly authorized officers asof the date first above written.

 
|   | MICROFLUIDICS  CORPORATION |
|--------|----------------------------|
|   |                       |
|   | By:                        |   |
|   |                       | Irwin J.  Gruverman, Chief Executive Officer |
|   |                       |
|   | BANKNORTH,  N.A.           |
|   |                       |
|   | By:                        |   |
|   |                       | Brant A.  McDougall, Senior Vice President |

** **

**COMMONWEALTH OF MASSACHUSETTS**

 

Suffolk, Boston, ss.

 

Onthis             dayof March, 2004, before me, the undersigned notary public, personally

 

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appeared Irwin J. Gruverman, as ChiefExecutive Officer of Microfluidics Corporation, proved to me to be the personwhose name is signed on the preceding document, through satisfactory evidenceof identification, namely,****adriver’s license issued by the State of Massachusetts, bearing the photographicimage of the face and signature of Irwin J. Gruverman, and acknowledged to methat he signed it voluntarily for its stated purpose.

 
|   |                                  |   |
|--------|---------------------------------------|--------|
|   | Michael J.  Ruberto, Notary Public    |
|   | My  Commission Expires: June 13, 2008 |

# ** **

# **COMMONWEALTHOF MASSACHUSETTS**

 

Suffolk, Boston ss.

 

Onthis             dayof March, 2004, before me, the undersigned notary public, personally appearedBrant A. McDougall, as Senior Vice President of Banknorth, N.A., a corporation,proved to me to be the person whose name is signed on the preceding document,through satisfactory evidence of identification, namely, my personal knowledgeof the identity of that individual, and acknowledged to me that he signed itvoluntarily for its stated purpose.

 
|   |                                              |   |
|--------|---------------------------------------------------|--------|
|   | Michael J.  Ruberto, Notary Public                |
|   | My  Commission Expires:   June 13, 2008 |

 

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**SCHEDULE A**

**TO A TRADEMARK SECURITY AGREEMENT**

**BETWEEN**

**MICROFLUIDICS CORPORATION (BORROWER)**

**AND**

**BANKNORTH, N.A. (BANK)**

**DATED: MARCH 3, 2004**

 

**REGISTERED TRADEMARKS (USA)**

 

 

| **Trademark**  |   | **Registration No.** |   | **Issue Date**   |
|----------------|--------|----------------------|--------|------------------|
| Microfluidizer |   | 1368735              |   | November 5, 1985 |

 

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