Exhibit 10.61
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 Borrower’s 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 Borrower’s right, title and interest, in and to the patents and patent applications listed on
Schedule A attac