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Patent Security Agreement

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PATENT SECURITY AGREEMENT



THIS SECURITY AGREEMENT is entered into as of March , 2004, by and between MFIC Corporation, a Delaware corporation having its principal place of business at 30 Ossipee Road, Newton, Massachusetts 02464-9101 (the " Borrower "), and Banknorth, N.A., a national banking association organized and existing under the laws of the United States of America with a usual place of business at 7 New England Executive Park, Burlington, Massachusetts (" Bank ").



NOW THEREFORE, in consideration of the premises, Borrower hereby agrees with Bank as follows:





1. Grant of Security Interest. Borrower hereby grants to Bank a first priority security interest in, and conditionally assigns, but does not transfer title to Secured party, all of Borrower92s right, title and interest in and to the following (collectively, the " Collateral " ) to secure payment and performance of all obligations of Borrower to Bank whether such obligations are direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, those liabilities of Borrower to Bank pursuant to a Loan and Security Agreement (All Assets) of even date herewith by and among Bank, Borrower and Microfluidics Corporation (the " Loan Agreement ") (collectively, the " Obligations ").



The Collateral shall consist of the following:



(a) Each of the patents and patent applications which are presently, or in the future may be, owned, issued, acquired or used (whether pursuant to a license or otherwise) by Borrower, in whole or in part, and all patent rights with respect thereto throughout the world, including all proceeds thereof (including license royalties and proceeds of infringement suits), foreign filing rights and rights to extend such patents and patent rights;



(b) All of Borrower92s right, title and interest, in and to the patents and patent applications listed on Schedule A attached hereto, as the same may be updated hereafter from time to time;



(c) All of Borrower92s right, title and interest in all patentable inventions, and to file applications for patent under federal patent law or regulation of any foreign country, and to request reexamination and/or reissue of the patents, the right (without obligation) to sue or bring interference proceedings in the name of Borrower or in the name of Bank for past, present and future infringements of the patents, and all rights (but not obligations) corresponding thereto in the United States and any foreign country;



(d) All general intangibles relating to the Collateral; and



(e) All proceeds of any and all of the foregoing (including, without limitation, license royalties and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Collateral.










2. Warranties and Representations. Borrower hereby warrants and represents to Bank the following:



(a) A true and complete schedule setting forth all patents and patent applications owned or controlled by Borrower or licensed to Borrower, together with a summary description and full information in respect of the filing or issuance thereof and expiration dates is set forth on Schedule A;



(b) To the best of Borrower92s knowledge, each of the patents is valid and enforceable, and Borrower is not presently aware of any past, present or prospective claim by any third party that any of the patents are invalid or unenforceable, or that the use of any patents violates the rights of any third person, or of any basis for any such claims;



(c) Borrower is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the patents and patent applications, free and clear of any liens, charges and encumbrances, including, without limitation, pledges, assignments, licenses, shop rights and covenants by Borrower not to sue third persons;



(d) Borrower has used and will continue to use proper statutory notice in connection with its use of each of the patents;



(e) Except for the filing of financing statements with the Secretary of State of Delaware under the Uniform Commercial Code and filings with the United States Patent and Trademark Office necessary to perfect the security interests created
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