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 ABOVE-DESCRIBED OBLIGATIONS.
9.
SUIT TO ENFORCE PATENT COLLATERAL.
GRANTOR SHALL HAVE THE
RIGHT, WITH THE PRIOR WRITTEN CONSENT OF GRANTEE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, TO BRING SUIT IN GRANTOR'S OWN NAME TO ENFORCE THE PATENT
COLLATERAL, IN WHICH CASE GRANTEE MAY, AT GRANTEE'S OPTION, BE JOINED AS A
NOMINAL PARTY TO THE SUIT IF GRANTEE SHALL BE SATISFIED THAT JOINDER IS
NECESSARY AND THAT GRANTEE IS NOT THEREBY INCURRING ANY RISK OF LIABILITY BY
THAT JOINDER.
GRANTOR SHALL PROMPTLY, ON DEMAND, REIMBURSE AND INDEMNIFY,
DEFEND, AND HOLD GRANTEE HARMLESS FROM ALL DAMAGES, COSTS, AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY GRANTEE PURSUANT TO THIS
PARAGRAPH AND ALL OTHER ACTIONS AND CONDUCT OF GRANTOR WITH RESPECT TO THE
PATENT RIGHTS DURING THE TERM OF THIS AGREEMENT.
10.
MODIFICATION; WAIVER.
NO MODIFICATION OR WAIVER OF ANY
PROVISIONS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE UNLESS THE SAME SHALL
BE IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT IS BEING SOUGHT.
11.
EXPENSES INCURRED IN PROTECTING PATENT COLLATERAL.
IF GRANTOR
FAILS TO COMPLY WITH ANY OF GRANTOR'S UNDERSTANDINGS AND COVENANTS HEREUNDER,
GRANTEE MAY, AT GRANTEE'S SOLE OPTION, DO SO IN GRANTEE'S NAME, BUT AT GRANTOR'S
EXPENSE.
GRANTOR AGREES TO REIMBURSE GRANTEE IN FULL FOR ALL EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY GRANTEE IN PROTECTING,
DEFENDING, ENFORCING, AND MAINTAINING THE PATENT COLLATERAL.
12.
TERMINATION OF GRANTEE'S INTERESTS IN PATENT COLLATERAL.
ON
FULL AND UNCONDITIONAL SATISFACTION OF ALL GRANTOR'S OBLIGATIONS TO GRANTEE,
GRANTEE SHALL EXECUTE AND