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.
GRANTEE SHALL HAVE NO RIGHT TO ASSIGN, PLEDGE,
OR OTHERWISE TRANSFER ANY INTEREST IN THE PATENT RIGHTS TO ANY OTHER PERSON.
5.
RESTRICTIONS ON SALE OR FURTHER ENCUMBRANCE.
GRANTOR AGREES
NOT TO SELL, ASSIGN, OR FURTHER ENCUMBER GRANTOR'S RIGHTS AND INTERESTS IN THE
PATENT COLLATERAL WITHOUT PRIOR WRITTEN CONSENT OF GRANTEE.
6.
GRANTEE'S RIGHTS ON DEFAULT.
IF AN EVENT OF DEFAULT SHALL
OCCUR UNDER THE CREDIT AGREEMENT, GRANTEE, AS THE HOLDER OF A SECURITY INTEREST
UNDER THE UNIFORM COMMERCIAL CODE AS NOW OR HEREAFTER IN EFFECT IN ANY
APPLICABLE JURISDICTION, MAY TAKE SUCH ACTION AS IS PERMITTED BY LAW OR EQUITY,
IN GRANTEE'S SOLE DISCRETION, TO FORECLOSE ON OR OTHERWISE REALIZE ON THE PATENT
COLLATERAL COVERED HEREBY.
FOR THOSE PURPOSES, GRANTOR HEREBY AUTHORIZES AND
EMPOWERS GRANTEE TO MAKE, CONSTITUTE, AND APPOINT ANY OFFICER OR AGENT OF
GRANTEE AS GRANTEE MAY SELECT IN GRANTEE'S SOLE DISCRETION, AS GRANTOR'S TRUE
AND LAWFUL ATTORNEY-IN-FACT WITH THE POWER TO ENDORSE GRANTOR'S NAME ON AND/OR
FILE OF RECORD, ALL ASSIGNMENTS, APPLICATIONS, DOCUMENTS PAPERS, AND
INSTRUMENTS, WHETHER SIGNED BY GRANTOR OR BY GRANTEE ON GRANTOR'S BEHALF,
NECESSARY FOR GRANTEE OR ITS TRANSFEREE, SUCCESSORS, OR ASSIGNS, TO OBTAIN TITLE
TO AND THE RIGHT TO USE THE PATENT COLLATERAL OR TO GRANT OR ISSUE ANY EXCLUSIVE
OR NONEXCLUSIVE LICENSE UNDER THE PATENT COLLATERAL TO ANY OTHER PERSON OR TO
ASSIGN, PLEDGE, CONVEY, OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF ALL OR ANY
PART OF THE PATENT COLLATERAL TO ANY OTHER PERSON.
GRANTOR HEREBY RATIFIES ALL
THAT