BUSINESS OPERATIONS INFRINGES OR WILL INFRINGE ANY RIGHTS IN ANY
PATENT OR COPYRIGHT OR SUCH ASSIGNOR HAS MISAPPROPRIATED ANY TRADE SECRET OR
PROPRIETARY INFORMATION. EACH ASSIGNOR HEREBY GRANTS TO THE COLLATERAL AGENT AN
ABSOLUTE POWER OF ATTORNEY TO SIGN, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, ANY DOCUMENT WHICH MAY BE REQUIRED BY THE
UNITED STATES PATENT AND TRADEMARK OFFICE (OR EQUIVALENT GOVERNMENTAL AGENCY IN
ANY FOREIGN JURISDICTION) OR THE UNITED STATES COPYRIGHT OFFICE (OR EQUIVALENT
GOVERNMENTAL AGENCY IN ANY FOREIGN JURISDICTION) IN ORDER TO EFFECT AN ABSOLUTE
ASSIGNMENT OF ALL RIGHT, TITLE AND INTEREST IN EACH PATENT AND COPYRIGHT, AND TO
RECORD THE SAME AND UPON REQUEST BY COLLATERAL AGENT EACH ASSIGNOR AGREES TO
EXECUTE AND DELIVER A POWER OF ATTORNEY IN THE FORM OF EXHIBIT 4.1 HERETO.
5.2.
LICENSES AND ASSIGNMENTS.
EACH ASSIGNOR HEREBY AGREES NOT TO DIVEST
ITSELF OF ANY RIGHT UNDER ANY PATENT OR COPYRIGHT THAT IS MATERIAL TO THE
BUSINESS OF SUCH ASSIGNOR ABSENT PRIOR WRITTEN APPROVAL OF THE COLLATERAL AGENT,
EXCEPT AS OTHERWISE PERMITTED BY THE SECURED DEBT AGREEMENTS.
5.3.
INFRINGEMENTS.
EACH ASSIGNOR AGREES, PROMPTLY UPON LEARNING THEREOF, TO
FURNISH THE COLLATERAL AGENT IN WRITING WITH ALL PERTINENT INFORMATION KNOWN AND
AVAILABLE TO SUCH ASSIGNOR WITH RESPECT TO INFRINGEMENT, CONTRIBUTING
INFRINGEMENT OR ACTIVE INDUCEMENT TO INFRINGE IN ANY MATERIAL RESPECT IN ANY
PATENT OR COPYRIGHT OR TO ANY CLAIM THAT THE PRACTICE OF ANY PATENT OR THE USE
OF ANY COPYRIGHT VIOLATES IN ANY MATERIAL RESPECT ANY PROPERTY RIGHT OF A THIRD
PARTY, OR WITH RESPECT TO ANY MISAPPROPRIATION OF ANY TRADE SECRET RIGHT OR ANY
CLAIM THAT THE PRACTICE OF ANY TRADE SECRET RIGHT VIOLATES IN ANY MATERIAL
RESPECT ANY PROPERTY RIGHT OF A THIRD PARTY. EACH ASSIGNOR FURTHER AGREES,
ABSENT DIRECTION OF THE COLLATERAL AGENT TO THE CONTRARY, TO PROSECUTE, IN
ACCORDANCE WITH REASONABLE BUSINESS PRACTICES, ANY PERSON INFRINGING IN ANY
MATERIAL RESPECT ANY PATENT OR COPYRIGHT OR ANY PERSON MISAPPROPRIATING IN ANY
MATERIAL RESPECT ANY TRADE SECRET RIGHT.
5.4.
MAINTENANCE OF PATENTS AND COPYRIGHTS.
AT ITS OWN EXPENSE, EACH ASSIGNOR
SHALL MAKE TIMELY PAYMENT OF ALL POST-ISSUANCE FEES REQUIRED PURSUANT TO 35
U.S.C. SECTION 41 AND ANY FOREIGN EQUIVALENT THEREOF TO MAINTAIN IN FORCE RIGHTS
UNDER EACH PATENT, AND TO APPLY AS PERMITTED PURSUANT TO APPLICABLE LAW FOR ANY
RENEWAL OF EACH COPYRIGHT ABSENT PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT;
PROVIDED, THAT, NO ASSIGNOR SHALL BE OBLIGATED WHILE NO EVENT OF DEFAULT IS
CONTINUING TO PAY ANY SUCH FEES OR APPLY FOR ANY SUCH RENEWAL TO THE EXTENT THAT
SUCH ASSIGNOR DETERMINES, IN ITS REASONABLE BUSINESS JUDGMENT, THAT THE
PRESERVATION OF SUCH PATENT OR COPYRIGHT IS NO LONGER DESIRABLE IN THE CONDUCT
OF ITS BUSINESS.
5.5.
PROSECUTION OF PATENT OR COPYRIGHT APPLICATION.
AT ITS OWN EXPENSE, EACH
ASSIGNOR SHALL PROSECUTE, IN ACCORDANCE WITH REASONABLE BUSINESS PRACTICES, ALL
APPLICATIONS FOR (I) PATENTS LISTED IN ANNEX G HERETO AND (II) COPYRIGHTS LISTED
IN ANNEX H HERETO, IN EACH CASE FOR SUCH ASSIGNOR, AND SHALL NOT ABANDON ANY