GRANTEE SHALL HAVE NO RIGHT TO ASSIGN, PLEDGE,
OR OTHERWISE TRANSFER ANY INTEREST IN THE PATENT RIGHTS TO ANY OTHER PERSON.
5.
RESTRICTIONS ON SALE OR FURTHER ENCUMBRANCE.
GRANTOR AGREES
NOT TO SELL, ASSIGN, OR FURTHER ENCUMBER GRANTOR'S RIGHTS AND INTERESTS IN THE
PATENT COLLATERAL WITHOUT PRIOR WRITTEN CONSENT OF GRANTEE.
6.
GRANTEE'S RIGHTS ON DEFAULT.
IF AN EVENT OF DEFAULT SHALL
OCCUR UNDER THE CREDIT AGREEMENT, GRANTEE, AS THE HOLDER OF A SECURITY INTEREST
UNDER THE UNIFORM COMMERCIAL CODE AS NOW OR HEREAFTER IN EFFECT IN ANY
APPLICABLE JURISDICTION, MAY TAKE SUCH ACTION AS IS PERMITTED BY LAW OR EQUITY,
IN GRANTEE'S SOLE DISCRETION, TO FORECLOSE ON OR OTHERWISE REALIZE ON THE PATENT
COLLATERAL COVERED HEREBY.
FOR THOSE PURPOSES, GRANTOR HEREBY AUTHORIZES AND
EMPOWERS GRANTEE TO MAKE, CONSTITUTE, AND APPOINT ANY OFFICER OR AGENT OF
GRANTEE AS GRANTEE MAY SELECT IN GRANTEE'S SOLE DISCRETION, AS GRANTOR'S TRUE
AND LAWFUL ATTORNEY-IN-FACT WITH THE POWER TO ENDORSE GRANTOR'S NAME ON AND/OR
FILE OF RECORD, ALL ASSIGNMENTS, APPLICATIONS, DOCUMENTS PAPERS, AND
INSTRUMENTS, WHETHER SIGNED BY GRANTOR OR BY GRANTEE ON GRANTOR'S BEHALF,
NECESSARY FOR GRANTEE OR ITS TRANSFEREE, SUCCESSORS, OR ASSIGNS, TO OBTAIN TITLE
TO AND THE RIGHT TO USE THE PATENT COLLATERAL OR TO GRANT OR ISSUE ANY EXCLUSIVE
OR NONEXCLUSIVE LICENSE UNDER THE PATENT COLLATERAL TO ANY OTHER PERSON OR TO
ASSIGN, PLEDGE, CONVEY, OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF ALL OR ANY
PART OF THE PATENT COLLATERAL TO ANY OTHER PERSON.
GRANTOR HEREBY RATIFIES ALL
THAT THAT ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
THIS
POWER OF ATTORNEY SHALL BE IRREVOCABLE FOR THE LIFE OF THIS AGREEMENT.
7.
FILING OF DOCUMENTS WITH PATENT AND TRADEMARK OFFICE.
GRANTOR SHALL AT GRANTOR'S OWN EXPENSE, TO THE EXTENT GRANTOR DEEMS IT
NECESSARY, DILIGENTLY FILE AND PROSECUTE ALL PATENT APPLICATIONS RELATING TO THE
INVENTIONS DESCRIBED AND CLAIMED IN THE PATENT COLLATERAL IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE, AND SHALL PAY OR CAUSE TO BE PAID IN THEIR
CUSTOMARY FASHION ALL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH, AND SHALL
NOT ABANDON ANY SUCH APPLICATION BEFORE THE EXHAUSTION OF ALL ADMINISTRATIVE AND
JUDICIAL REMEDIES OR DISCLAIM OR DEDICATE ANY PATENT WITHOUT THE PRIOR WRITTEN
CONSENT OF GRANTEE.
GRANTOR SHALL NOT ABANDON ANY PATENT COLLATERAL WITHOUT THE
PRIOR WRITTEN CONSENT OF GRANTEE, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD.
8.
FEES, COSTS AND EXPENSES.
ANY AND ALL FEES, COSTS, AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY GRANTEE
IN CONNECTION WITH THE PREPARATION, MODIFICATION, ENFORCEMENT, OR TERMINATION OF
THIS AGREEMENT AND ALL OTHER DOCUMENTS RELATING HERETO AND TO THE CONSUMMATION
OF THIS TRANSACTION, THE FILING AND RECORDING OF ANY DOCUMENTS (INCLUDING ALL
TAXES IN CONNECTION THEREWITH) IN PUBLIC OFFICES, ANY TAXES, COUNSEL FEES,
MAINTENANCE FEES, ENCUMBRANCES, OR COSTS OTHERWISE INCURRED IN DEFENDING OR
PROSECUTING ANY ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED AID THE PATENT
COLLATERAL, SHALL BE PAID BY GRANTOR ON DEMAND BY GRANTEE AND, UNTIL PAID, SHALL
BE ADDED TO THE