EXHIBIT A LISTING ALL SUCH PRODUCT PATENT APPLICATIONS.
WITH RESPECT TO THIS
PARAGRAPH 4(I)(III), AN EVENT OF DEFAULT IS CONTINUING IF AFTER A PERIOD OF 30
DAYS FOLLOWING RECEIPT OF A FILING RECEIPT THAT IDENTIFIES THE SERIAL NUMBER
THEREOF, GRANTOR HAS NOT PROVIDED NOTICE THEREOF TO THE SECURED PARTIES.
(IV)
UPON REQUEST OF THE SECURED PARTIES, THE
GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS, AND PAPERS AS THE SECURED PARTIES MAY REQUEST TO EVIDENCE THE SECURED
PARTIES' SECURITY INTEREST IN ANY OR ALL PRODUCT PATENTS OR PRODUCT PATENT
APPLICATIONS.
(V)
THE GRANTOR WILL, AT ITS OWN EXPENSE, TAKE
ALL COMMERCIALLY REASONABLE STEPS, INCLUDING, WITHOUT LIMITATION, THOSE REQUIRED
IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE, TO
REASONABLY MAINTAIN AND PURSUE EACH PRODUCT PATENT AND PRODUCT PATENT
APPLICATION INCLUDING, WITHOUT LIMITATION, PAYMENT OF MAINTENANCE AND OTHER
FEES.
(VI)
IN THE EVENT THAT THE GRANTOR BELIEVES THAT
ANY PRODUCT PATENT INCLUDED IN THE COLLATERAL HAS BEEN INFRINGED BY A THIRD
PARTY, THE GRANTOR SHALL, WITHIN 20 DAYS OF FORMING A BELIEF THAT THE COLLATERAL
IS BEING INFRINGED BY A THIRD PARTY, OBTAIN A LEGAL OPINION FROM OUTSIDE COUNSEL
AND NOTIFY THE SECURED PARTIES OF SUCH INFRINGEMENT AND SHALL, IF APPROPRIATE IN
THE GRANTOR'S SOLE DISCRETION, AT ITS OWN EXPENSE, SUE FOR INFRINGEMENT, SEEKING
INJUNCTIVE RELIEF WHERE APPROPRIATE AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, OR TAKE SUCH OTHER ACTIONS AS THE GRANTOR SHALL REASONABLY, IN ITS
SOLE DISCRETION, DEEM APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH
PATENT.
IN THE EVENT GRANTOR DECLINES TO PURSUE INFRINGEMENT CLAIMS, THE
SECURED PARTIES SHALL HAVE THE RIGHT TO PURSUE SUCH CLAIMS PURSUANT TO THE
POWERS GRANTED IN SECTION 6 HEREOF.
(J)
TRADEMARKS.
(I)
THE GRANTOR WILL, WITH RESPECT TO EACH
PRODUCT TRADEMARK IDENTIFIED IN EXHIBIT B HERETO AS IT MAY BE AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, TAKE REASONABLE STEPS TO
MONITOR ITS PORTFOLIO OF TRADEMARKS, AND FOR EACH PRODUCT TRADEMARK SET FORTH ON
EXHIBIT B, THE GRANTOR WILL (I) CONTINUE TO USE OR HAVE USED SUCH PRODUCT
TRADEMARK TO THE EXTENT NECESSARY TO MAINTAIN SUCH PRODUCT TRADEMARK IN FULL
FORCE FREE FROM ANY CLAIM OF ABANDONMENT FOR NON-USE, (II) MAINTAIN AS IN THE
PAST THE QUALITY OF PRODUCTS AND SERVICES OFFERED UNDER SUCH PRODUCT TRADEMARK
TO THE EXTENT APPROPRIATE, (III) EMPLOY SUCH PRODUCT TRADEMARK WITH THE
APPROPRIATE NOTICE OF REGISTRATION, (IV) NOT ADOPT OR USE ANY MARK WHICH IS
CONFUSINGLY SIMILAR OR A COLORABLE IMITATION OF SUCH PRODUCT TRADEMARK UNLESS
THE SECURED PARTIES SHALL OBTAIN A PERFECTED SECURITY INTEREST IN THE COMPANY'S
INTEREST IN SUCH MARK PURSUANT TO THIS PATENT AND TRADEMARK SECURITY AGREEMENT,
AND (V) NOT DO ANY ACT OR KNOWINGLY OMIT TO DO ANY ACT WHEREBY ANY SUCH PRODUCT
TRADEMARK MAY BECOME INVALIDATED, ABANDONED, RENDERED UNENFORCEABLE OR OTHERWISE
DIMINISH GRANTOR'S RIGHTS THEREIN.
8
(II)
THE GRANTOR WILL PROMPTLY NOTIFY THE
SECURED PARTIES IF ANY APPLICATION OR REGISTRATION RELATING TO ANY PRODUCT
TRADEMARK MAY BECOME OPPOSED, ABANDONED, CANCELED OR DEDICATED