MONEYS DUE UNDER ANY
LICENSE RIGHTS AND TO FILE ANY CLAIM OR TO TAKE ANY OTHER ACTION OR PROCEEDING
IN ANY COURT OF LAW OR EQUITY OR OTHERWISE DEEMED APPROPRIATE BY THE SECURED
PARTIES FOR THE PURPOSE OF COLLECTING ANY AND ALL SUCH MONEYS DUE UNDER ANY
LICENSE RIGHTS WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES LEVIED OR PLACED ON OR THREATENED AGAINST THE
COLLATERAL, TO EFFECT ANY REPAIRS OR
10
ANY INSURANCE CALLED FOR BY THE TERMS OF THIS PATENT AND TRADEMARK SECURITY
AGREEMENT AND TO PAY ALL OR ANY PART OF THE PREMIUMS THEREFOR AND THE COSTS
THEREOF; AND
(III)
TO DIRECT ANY PARTY LIABLE FOR ANY PAYMENT
UNDER ANY OF THE LICENSE RIGHTS TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE AND TO
BECOME DUE THEREUNDER DIRECTLY TO THE SECURED PARTIES OR AS THE SECURED PARTIES
SHALL DIRECT;
(IV)
TO RECEIVE PAYMENT OF AND RECEIPT FOR ANY AND
ALL MONEYS, CLAIMS AND OTHER AMOUNTS DUE AND TO BECOME DUE AT ANY TIME IN
RESPECT OF OR ARISING OUT OF ANY COLLATERAL;
(V)
TO COMMENCE AND PROSECUTE ANY SUITS, ACTIONS
OR PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO
COLLECT THE COLLATERAL OR ANY PART THEREOF AND TO ENFORCE ANY OTHER RIGHT IN
RESPECT OF ANY COLLATERAL INCLUDING, WITHOUT LIMITATION, INFRINGEMENT SUITS
AGAINST THIRD PARTIES;
(VI)
TO DEFEND ANY SUIT, ACTION OR PROCEEDING
BROUGHT AGAINST THE GRANTOR WITH RESPECT TO ANY COLLATERAL;
(VII)
TO SETTLE, COMPROMISE, OR ADJUST ANY SUIT,
ACTION OR PROCEEDING DESCRIBED ABOVE AND, IN CONNECTION THEREWITH, TO GIVE SUCH
DISCHARGES OR RELEASES AS THE SECURED PARTIES MAY DEEM APPROPRIATE;
(VIII)
GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY
AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY
AND COMPLETELY AS THOUGH THE SECURED PARTIES WERE THE ABSOLUTE OWNER THEREOF FOR
ALL PURPOSES, AND TO DO, AT THE SECURED PARTIES' OPTION ALL ACTS AND THINGS
WHICH THE SECURED PARTIES DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON
THE COLLATERAL AND THE SECURED PARTIES' SECURITY INTEREST THEREIN, IN ORDER TO
EFFECT THE INTENT OF THIS PATENT AND TRADEMARK SECURITY AGREEMENT, ALL AS FULLY
AND EFFECTIVELY AS THE GRANTOR MIGHT DO; AND
(IX)
TAKE SUCH ACTIONS AND MAKE SUCH FILINGS WITH
THE U.S. PATENT AND TRADEMARK OFFICE AS ARE NECESSARY TO PROTECT THE COLLATERAL.
(B)
THIS POWER OF ATTORNEY IS A POWER COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE. NOTWITHSTANDING THE FOREGOING, THE
GRANTOR FURTHER AGREES TO EXECUTE ANY ADDITIONAL DOCUMENTS WHICH THE SECURED
PARTIES MAY REQUIRE IN ORDER TO CONFIRM THIS POWER OF ATTORNEY, OR WHICH THE
SECURED PARTIES MAY DEEM NECESSARY TO ENFORCE ANY OF ITS RIGHTS CONTAINED IN
THIS PATENT AND TRADEMARK SECURITY AGREEMENT.
(C)
THE POWERS CONFERRED ON THE SECURED PARTIES
HEREUNDER ARE SOLELY TO PROTECT ITS INTERESTS IN THE COLLATERAL AND SHALL NOT
IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS. THE SECURED PARTIES SHALL
BE ACCOUNTABLE ONLY FOR AMOUNTS THAT IT