THEREOF
AND THE INVENTIONS DISCLOSED THEREIN, AND ALL RIGHTS CORRESPONDING THERETO
THROUGHOUT THE WORLD, INCLUDING THE RIGHT TO MAKE, USE, LEASE, SELL AND
OTHERWISE TRANSFER THE INVENTIONS DISCLOSED THEREIN, AND ALL PROCEEDS THEREOF,
INCLUDING ALL LICENSE ROYALTIES AND PROCEEDS OF INFRINGEMENT SUITS
(COLLECTIVELY, THE "PATENTS");
(II)
ALL CLAIMS, CAUSES OF ACTION AND RIGHTS TO SUE FOR PAST, PRESENT
AND FUTURE INFRINGEMENT OR UNCONSENTED USE OF ANY OF THE PATENTS AND ALL RIGHTS
ARISING THEREFROM AND PERTAINING THERETO;
(III)
ALL GENERAL INTANGIBLES (AS DEFINED IN THE UCC) AND ALL
INTANGIBLE INTELLECTUAL OR OTHER SIMILAR PROPERTY OF DEBTOR OF ANY KIND OR
NATURE, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR DEVELOPED, ASSOCIATED WITH OR
ARISING OUT OF ANY OF THE PATENTS AND NOT OTHERWISE DESCRIBED ABOVE; AND
(IV)
ALL PRODUCTS AND PROCEEDS OF ANY AND ALL OF THE FOREGOING.
(B)
CERTAIN EXCLUSIONS FROM GRANT OF SECURITY INTEREST.
ANYTHING
CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE CONTRARY
NOTWITHSTANDING, THE TERM "PATENT COLLATERAL" SHALL NOT INCLUDE ANY ITEM OF
PATENT COLLATERAL THAT IS NOW OR HEREAFTER HELD BY DEBTOR AS LESSEE, LICENSEE,
OR DEBTOR UNDER PURCHASE MONEY SECURED FINANCING, IN THE EVENT THAT:
(1) AS A
RESULT OF THE GRANT OF A SECURITY INTEREST THEREIN, DEBTOR WOULD BE DEEMED TO
HAVE BREACHED THE APPLICABLE LEASE, LICENSE, OR OTHER AGREEMENT THAT GOVERNS
SUCH ASSET PURSUANT TO RESTRICTIONS CONTAINED IN THE APPLICABLE LEASE, LICENSE
OR OTHER AGREEMENT; AND (2) ANY SUCH RESTRICTION IS EFFECTIVE AND ENFORCEABLE
UNDER APPLICABLE LAW; PROVIDED, FURTHER, HOWEVER, THAT THE TERM "PATENT
COLLATERAL" SHALL INCLUDE, AT ANY TIME THAT THE RESTRICTIONS IN THE LEASE,
LICENSE, OR OTHER AGREEMENT ARE NO LONGER EFFECTIVE AND ENFORCEABLE (INCLUDING
AS A RESULT OF THE EXERCISE OF AN OPTION TO PURCHASE OR THE REPAYMENT OF THE
SECURED FINANCING) OR AT ANY TIME THAT THE APPLICABLE LESSOR, LICENSOR OR OTHER
APPLICABLE PARTY'S CONSENT IS OBTAINED TO THE GRANT OF A SECURITY INTEREST IN
AND TO SUCH ASSET IN FAVOR OF THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
LENDER GROUP, (A) ANY AND ALL PROCEEDS OF SUCH PATENT COLLATERAL, AND (B) SUCH
PATENT COLLATERAL.
(C)
CONTINUING SECURITY INTERESTS.
DEBTOR AGREES THAT THIS AGREEMENT
SHALL CREATE CONTINUING SECURITY INTERESTS IN THE PATENT COLLATERAL WHICH SHALL
REMAIN IN EFFECT UNTIL TERMINATED IN ACCORDANCE WITH SECTION 16.
5
(D)
INCORPORATION INTO FINANCING AGREEMENT. THIS AGREEMENT SHALL BE
FULLY INCORPORATED INTO THE FINANCING AGREEMENT AND ALL UNDERSTANDINGS,
AGREEMENTS AND PROVISIONS CONTAINED IN THE FINANCING AGREEMENT SHALL BE FULLY
INCORPORATED INTO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE PATENT
COLLATERAL DESCRIBED IN THIS AGREEMENT SHALL CONSTITUTE PART OF THE COLLATERAL
IN THE FINANCING AGREEMENT.
(E)
LICENSES. ANYTHING IN THE FINANCING AGREEMENT OR THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, DEBTOR MAY ENGAGE IN PERMITTED DISPOSITIONS OF THE PATENT
COLLATERAL.
3.
FURTHER ASSURANCES; APPOINTMENT OF COLLATERAL AGENT AS
ATTORNEY-IN-FACT.
DEBTOR AT ITS EXPENSE SHALL EXECUTE AND DELIVER, OR CAUSE TO
BE EXECUTED AND DELIVERED, TO THE COLLATERAL AGENT