obligations set forth below, the parties intending to be
legally bound, agree as follows:
1.
ASSIGNMENT.
IN CONSIDERATION OF TEN AND NO/100 DOLLARS
($10.00) AND FOR OTHER GOOD, VALUABLE, AND SUFFICIENT CONSIDERATION, THE RECEIPT
OF WHICH IS HEREBY ACKNOWLEDGED BY GRANTOR, AND TO SECURE THE ABOVE-DESCRIBED
OBLIGATIONS, GRANTOR DOES HEREBY COLLATERALLY ASSIGN AND GRANT TO GRANTEE A LIEN
AND SECURITY INTEREST IN:
(A)
ALL OF GRANTOR'S RIGHT, TITLE, AND INTEREST IN AND TO (I) THE
UNITED STATES LETTERS PATENT AND THE INVENTIONS DESCRIBED AND CLAIMED THEREIN
SET FORTH ON SCHEDULE A ATTACHED HERETO AND ANY FUTURE PATENTS (COLLECTIVELY,
THE "PATENTS"); (II) THE APPLICATIONS FOR LETTERS PATENT AND THE INVENTIONS
DESCRIBED AND CLAIMED THEREIN SET FORTH ON SCHEDULE A HERETO AND ANY UNITED
STATES LETTERS PATENT THAT MAY BE ISSUED ON ANY OF THOSE APPLICATIONS AND ANY
FUTURE PATENT APPLICATIONS (COLLECTIVELY, THE "APPLICATIONS"); (III) ANY
REISSUE, EXTENSION, DIVISION, OR CONTINUATION OF THE PATENTS OR THE APPLICATIONS
(THE "REISSUED PATENTS"); (IV) ALL FUTURE ROYALTIES OR OTHER FEES PAID OR
PAYMENT OR PAYMENTS MADE OR TO BE MADE TO GRANTOR IN RESPECT TO THE PATENTS; AND
(V) PROCEEDS OF ANY AND ALL OF THE FOREGOING (THE PATENTS, APPLICATIONS,
REISSUED PATENTS, AND ROYALTIES AND PROCEEDS BEING HEREIN REFERRED TO
COLLECTIVELY AS THE "PATENT RIGHTS"), AND
(B)
ALL RIGHTS, INTERESTS, CLAIMS AND DEMANDS THAT GRANTOR HAS OR
MAY HAVE IN EXISTING AND FUTURE PROFITS AND DAMAGES FOR PAST AND FUTURE
INFRINGEMENTS OF THE PATIENT RIGHTS (THE "CLAIMS") (THE PATENT RIGHTS AND CLAIMS
COLLECTIVELY REFERRED TO AS THE "PATENT COLLATERAL").
2.
GRANTOR'S WARRANTY.
(A)
GRANTOR IS THE TRUE AND LAWFUL EXCLUSIVE OWNER OF THE PATENT
RIGHTS SET FORTH ON SCHEDULE A, INCLUDING ALL RIGHTS AND INTERESTS HEREIN
GRANTED;
(B)
THE PATENT COLLATERAL IS VALID AND ENFORCEABLE;
(C)
GRANTOR HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT;
(D)
GRANTOR HAS NO NOTICE OF ANY SUITS OR ACTIONS COMMENCED OR
THREATENED AGAINST GRANTOR, OR NOTICE OF CLAIMS ASSERTED OR THREATENED AGAINST
GRANTOR, WITH REFERENCE TO THE PATENT RIGHTS AND THE INTERESTS GRANTED HEREIN;
AND
(E)
THE PATENT RIGHTS AND ALL INTERESTS GRANTED HEREIN ARE SO
GRANTED FREE FROM ALL LIENS, CHARGES, CLAIMS, OPTIONS, LICENSES, PLEDGES, AND
ENCUMBRANCES OF EVERY KIND AND CHARACTER.
3.
GRANTOR'S FURTHER COVENANTS.
GRANTOR FURTHER COVENANTS
THAT, UNTIL ALL OF THE ABOVE-DESCRIBED OBLIGATIONS HAVE BEEN SATISFIED IN FULL,
GRANTOR WILL:
(A)
NOT ENTER INTO ANY AGREEMENT(S) INCLUDING, WITHOUT
LIMITATION, LICENSE AGREEMENTS, WHICH ARE INCONSISTENT WITH GRANTOR'S
UNDERTAKINGS AND COVENANTS UNDER THIS AGREEMENT OR WHICH RESTRICT OR IMPAIR
GRANTEE'S RIGHTS HEREUNDER; AND
(B)
MAINTAIN THE PATENT COLLATERAL IN FULL FORCE AND EFFECT.
4.
USE OF PATENT RIGHTS; LICENSES.
SO LONG AS THIS AGREEMENT
IS IN EFFECT AND SO LONG AS GRANTOR HAS NOT RECEIVED NOTICE FROM GRANTEE THAT AN
EVENT OF DEFAULT HAS OCCURRED UNDER THE CREDIT AGREEMENT, AND THAT GRANTEE HAS
ELECTED TO EXERCISE ITS RIGHTS HEREUNDER, GRANTOR SHALL CONTINUE TO HAVE THE
EXCLUSIVE RIGHT TO USE THE PATENT RIGHTS AND GRANT LICENSES WITH RESPECT THERETO
AS DESCRIBED IN THIS AGREEMENT.