Common use of Grant of First Priority Security Interest Clause in Contracts

Grant of First Priority Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations and obligations of every kind and nature of the Obligor now or hereafter incurred, existing or created, to any of the Purchasers (including, without limitation, under the Note Purchase Agreement), the Obligor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the Holders, a first priority security interest in all of the Obligor's right, title and interest in and to the following property, whether now owned or hereafter acquired by the Obligor and whether now existing or hereafter coming into existence including, without limitation, all real and personal property and interests in real and personal property (collectively, the "First Priority Collateral"): (a) (i) all of the shares of capital stock of the Issuers now owned or hereafter acquired by the Obligor together with in each case the certificates representing the same; provided that the Obligor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder, of more than 65% of the total combined voting power of all classes of stock of any Foreign corporation (collectively, the "Pledged Stock"); (ii) all shares, securities, moneys or property representing a dividend on, or a distribution or return of capital in respect of, any of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock or otherwise received in exchange for any of the Pledged Stock and all Equity Rights issued to the holders of, or otherwise in respect of, any of the Pledged Stock; and (iii) without affecting the obligations of the Obligor under any provision prohibiting such action under any Loan Document, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Obligor itself) formed by or resulting from such consolidation or merger (collectively, and together with the property described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by the obligors named therein (the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or for the deferred purchase price of property from time to time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or other instruments evidencing the Indebtedness referred to in clauses (iv) and (v) above; (b) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Obligor constituting a right to the payment of money, whether or not earned by performance, including, without limitation, (i) in payments due and to become due to the Obligor under the (1) Development and License Agreement, dated as of January 28, 1997, between Johnson & Johnson Medical, Inc. and the Company, as such agreemenx xxx xe axxxxxx from time to time (the "Development and License Agreement") and (2) License Agreement, dated as of October 1998, between the Company and TFX Medical, Incorporated (as such agreement may be amended from time to time), (ii) in payments due and to become due to the Obligor under any existing or future licensing, supply, development, or similar agreements, (iii) in repayment of any loans or advances (including loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods (including Inventory and Equipment) sold or leased or for services rendered and (v) in payment of tax refunds and in payment of any guarantee of any of the foregoing (collectively, the "Accounts"); (c) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts (collectively, the "Instruments"); (d) all inventory (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are held by the Obligor for sale, lease or furnishing under a contract of service (including to its Subsidiaries or Affiliates), that are so leased or furnished or that constitute raw materials, work in process or material used or consumed in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all products made or processed from any such goods and all substances, if any, commingled with or added to any such goods (collectively, the "Inventory"); (e) except for the equipment subject to the equipment leases referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are used or bought for use primarily in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all substances, if any, commingled with or added to such goods and all upgrades and other improvements to such goods, in each case to the extent not constituting Inventory (collectively, the "Equipment"); (f) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Obligor covering, evidencing or representing Inventory or Equipment (collectively, the "Documents"); (g) all contracts and other agreements of the Obligor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights, warranties, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Obligor, including any such rights, warranties, claims or benefits against any Person storing or transporting any such Inventory or Equipment or issuing any such Documents; (h) all other accounts or general intangibles of the Obligor not constituting Accounts, including, to the extent related to all or any part of the other Collateral, all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor; (i) the balance from time to time in the Collateral Account; (j) all other tangible and intangible property of the Obligor, including all Patent Collateral, Trademark Collateral or any other Intellectual Property (provided, however, that with respect to Patents jointly developed by the Obligor and Johnson & Johnson Medical, Inc. under the Development and License Xxxxxxent, xxxx to the extent consented to by Johnson & Johnson Medical, Inc.); and (k) all proceeds xxx xxoduxxx xx whatever form of all or any part of the other Collateral, including all proceeds of insurance and all condemnation awards and all other compensation for any Casualty Event with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the other Collateral.

Grant of First Priority Security Interest. As collateral security for Subject to Section 3.4, each Grantor hereby assigns and transfers to the prompt payment in full when due (whether at stated maturityCollateral Agent, by acceleration or otherwise) and performance of the Secured Obligations and obligations of every kind and nature of the Obligor now or hereafter incurred, existing or created, to any of the Purchasers (including, without limitation, under the Note Purchase Agreement), the Obligor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the HoldersCredit Agreement Secured Parties (and, to the extent the following constitutes "Collateral" under, and as defined in, the Existing Guarantee and Collateral Agreement, hereby confirms (without interruption) its assignment and transfer to the Collateral Agent under the Existing Guarantee and Collateral Agreement of), a first priority priority, security interest in (the "First Priority Interest") in, all of the Obligor's following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and or interest in and to the following property, whether now owned or hereafter acquired by the Obligor and whether now existing or hereafter coming into existence including, without limitation, all real and personal property and interests in real and personal property (collectively, the "Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor's Credit Agreement Obligations (provided, that in no event shall the First Priority Collateral"Interest at any time secure an amount in excess of (i) principal amounts outstanding under the Credit Agreement up to the First Lien Secured Amount and accrued interest and fees thereon plus (ii) any other Credit Agreement Obligations permitted by the Indenture to be secured on a first priority basis): (a) (i) all of the shares of capital stock of the Issuers now owned or hereafter acquired by the Obligor together with in each case the certificates representing the same; provided that the Obligor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder, of more than 65% of the total combined voting power of all classes of stock of any Foreign corporation (collectively, the "Pledged Stock"); (ii) all shares, securities, moneys or property representing a dividend on, or a distribution or return of capital in respect of, any of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock or otherwise received in exchange for any of the Pledged Stock and all Equity Rights issued to the holders of, or otherwise in respect of, any of the Pledged Stock; and (iii) without affecting the obligations of the Obligor under any provision prohibiting such action under any Loan Document, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Obligor itself) formed by or resulting from such consolidation or merger (collectively, and together with the property described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by the obligors named therein (the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or for the deferred purchase price of property from time to time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or other instruments evidencing the Indebtedness referred to in clauses (iv) and (v) aboveAccounts; (b) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Obligor constituting a right to the payment of money, whether or not earned by performance, including, without limitation, (i) in payments due and to become due to the Obligor under the (1) Development and License Agreement, dated as of January 28, 1997, between Johnson & Johnson Medical, Inc. and the Company, as such agreemenx xxx xe axxxxxx from time to time (the "Development and License Agreement") and (2) License Agreement, dated as of October 1998, between the Company and TFX Medical, Incorporated (as such agreement may be amended from time to time), (ii) in payments due and to become due to the Obligor under any existing or future licensing, supply, development, or similar agreements, (iii) in repayment of any loans or advances (including loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods (including Inventory and Equipment) sold or leased or for services rendered and (v) in payment of tax refunds and in payment of any guarantee of any of the foregoing (collectively, the "Accounts")Chattel Paper; (c) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts (collectively, the "Instruments")Contracts; (d) all inventory (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are held by the Obligor for sale, lease or furnishing under a contract of service (including to its Subsidiaries or Affiliates), that are so leased or furnished or that constitute raw materials, work in process or material used or consumed in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all products made or processed from any such goods and all substances, if any, commingled with or added to any such goods (collectively, the "Inventory")Deposit Accounts; (e) except for the equipment subject to the equipment leases referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are used or bought for use primarily in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all substances, if any, commingled with or added to such goods and all upgrades and other improvements to such goods, in each case to the extent not constituting Inventory (collectively, the "Equipment")Documents; (f) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Obligor covering, evidencing or representing Inventory or Equipment (collectively, the "Documents")Equipment; (g) all contracts and other agreements of the Obligor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights, warranties, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Obligor, including any such rights, warranties, claims or benefits against any Person storing or transporting any such Inventory or Equipment or issuing any such DocumentsGeneral Intangibles; (h) all other accounts or general intangibles of the Obligor not constituting Accounts, including, to the extent related to all or any part of the other Collateral, all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the ObligorInstruments; (i) the balance from time to time in the Collateral Accountall Intellectual Property; (j) all other tangible and intangible property of the Obligor, including all Patent Collateral, Trademark Collateral or any other Intellectual Property (provided, however, that with respect to Patents jointly developed by the Obligor and Johnson & Johnson Medical, Inc. under the Development and License Xxxxxxent, xxxx to the extent consented to by Johnson & Johnson Medical, Inc.); andInventory; (k) all proceeds xxx xxoduxxx xx whatever form Investment Property; (l) all Letter-of-Credit Rights; (m) all other personal property not otherwise described above; (n) all books and records pertaining to the Collateral; and (o) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all or any part of the other Collateral, including all proceeds of insurance foregoing and all condemnation awards collateral security and all other compensation for guarantees given by any Casualty Event Person with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the other Collateralforegoing.

Grant of First Priority Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations and obligations of every kind and nature of the Obligor now or hereafter incurred, existing or created, to any of the Purchasers Holder (including, without limitation, under the Convertible Note Purchase Agreement), the Obligor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the Holders, Holder a first priority security interest in all of the Obligor's right, title and interest in and to the following property, whether now owned or hereafter acquired by the Obligor and whether now existing or hereafter coming into existence including, without limitation, all real and personal property and interests in real and personal property (collectively, the "First Priority Collateral"): (a) (i) all of the shares of capital stock of the Issuers now owned or hereafter acquired by the Obligor together with in each case the certificates representing the same; provided that the Obligor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder, of more than 65% of the total combined voting power of all classes of stock of any Foreign corporation same (collectively, the "Pledged Stock"); (ii) all shares, securities, moneys or property representing a dividend on, or a distribution or return of capital in respect of, any of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock or otherwise received in exchange for any of the Pledged Stock and all Equity Rights issued to the holders of, or otherwise in respect of, any of the Pledged Stock; and (iii) without affecting the obligations of the Obligor under any provision prohibiting such action under any Loan Document, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Obligor itself) formed by or resulting from such consolidation or merger (collectively, and together with the property described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by the obligors named therein (the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or for the deferred purchase price of property from time to time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or other instruments evidencing the Indebtedness referred to in clauses (iv) and (v) above; (b) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Obligor constituting a right to the payment of money, whether or not earned by performance, including, without limitation, (i) in payments due and to become due to the Obligor under the (1) Development and License Agreement, dated as of January 28, 1997, between Johnson & Johnson Medical, Inc. and the Company, as such agreemenx xxx xe axxxxxx agrexxxxx xay xx xxxxded from time to time (the "Development and License Agreement") and (2) License Agreement, dated as of October 1998, between the Company and TFX Medical, Incorporated (as such agreement may be amended from time to time), (ii) in payments due and to become due to the Obligor under any existing or future licensing, supply, development, or similar agreements, (iii) in repayment of any loans or advances (including loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods (including Inventory and Equipment) sold or leased or for services rendered and (v) in payment of tax refunds and in payment of any guarantee of any of the foregoing (collectively, the "Accounts"); (c) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts (collectively, the "Instruments"); (d) all inventory (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are held by the Obligor for sale, lease or furnishing under a contract of service (including to its Subsidiaries or Affiliates), that are so leased or furnished or that constitute raw materials, work in process or material used or consumed in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all products made or processed from any such goods and all substances, if any, commingled with or added to any such goods (collectively, the "Inventory"); (e) except for the equipment subject to the equipment leases referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are used or bought for use primarily in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all substances, if any, commingled with or added to such goods and all upgrades and other improvements to such goods, in each case to the extent not constituting Inventory (collectively, the "Equipment"); (f) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Obligor covering, evidencing or representing Inventory or Equipment (collectively, the "Documents"); (g) all contracts and other agreements of the Obligor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights, warranties, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Obligor, including any such rights, warranties, claims or benefits against any Person storing or transporting any such Inventory or Equipment or issuing any such Documents; (h) all other accounts or general intangibles of the Obligor not constituting Accounts, including, to the extent related to all or any part of the other Collateral, all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor; (i) the balance from time to time in the Collateral Account; (j) all other tangible and intangible property of the Obligor, including all Patent Collateral, Trademark Collateral or any other Intellectual Property (provided, however, that with respect to Patents jointly developed by the Obligor and Johnson & Johnson Medical, Inc. under the Development and License XxxxxxentLicxxxx Xxreexxxx, xxxx xnly to the extent consented to by Johnson & Johnson Medical, Inc.); and (k) all proceeds xxx xxoduxxx xx procxxxx xxd pxxxxxxx in whatever form of all or any part of the other Collateral, including all proceeds of insurance and all condemnation awards and all other compensation for any Casualty Event with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the other Collateral.

Grant of First Priority Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations and obligations of every kind and nature of the Obligor now or hereafter incurred, existing or created, to any of the Purchasers Holder (including, without limitation, under the Convertible Note Purchase Agreement), the Obligor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the Holders, Holder a first priority security interest in all of the Obligor's right, title and interest in and to the following property, whether now owned or hereafter acquired by the Obligor and whether now existing or hereafter coming into existence including, without limitation, all real and personal property and interests in real and personal property (collectively, the "First Priority Collateral"): (a) (i) all of the shares of capital stock of the Issuers now owned or hereafter acquired by the Obligor together with in each case the certificates representing the same; provided that the Obligor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder, of more than 65% of the total combined voting power of all classes of stock of any Foreign corporation same (collectively, the "Pledged Stock"); (ii) all shares, securities, moneys or property representing a dividend on, or a distribution or return of capital in respect of, any of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock or otherwise received in exchange for any of the Pledged Stock and all Equity Rights issued to the holders of, or otherwise in respect of, any of the Pledged Stock; and (iii) without affecting the obligations of the Obligor under any provision prohibiting such action under any Loan Document, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Obligor itself) formed by or resulting from such consolidation or merger (collectively, and together with the property described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by the obligors named 9 therein (the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or for the deferred purchase price of property from time to time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or other instruments evidencing the Indebtedness referred to in clauses (iv) and (v) above; (b) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Obligor constituting a right to the payment of money, whether or not earned by performance, including, without limitation, (i) in payments due and to become due to the Obligor under the (1) Development and License Agreement, dated as of January 28, 1997, between Johnson Johnxxx & Johnson MedicalXohnxxx Xxxical, Inc. and the Company, as such agreemenx xxx xe axxxxxx agreement may be amended from time to time (the "Development and License Agreement") and (2) License Agreement, dated as of October 1998, between the Company and TFX Medical, Incorporated (as such agreement may be amended from time to time), (ii) in payments due and to become due to the Obligor under any existing or future licensing, supply, development, or similar agreements, (iii) in repayment of any loans or advances (including loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods (including Inventory and Equipment) sold or leased or for services rendered and (v) in payment of tax refunds and in payment of any guarantee of any of the foregoing (collectively, the "Accounts"); (c) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts (collectively, the "Instruments"); (d) all inventory (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are held by the Obligor for sale, lease or furnishing under a contract of service (including to its Subsidiaries or Affiliates), that are so leased or furnished or that constitute raw materials, work in process or material used or consumed in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all products made or processed from any such goods and all substances, if any, commingled with or added to any such goods (collectively, the "Inventory"); (e) except for the equipment subject to the equipment leases referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are used or bought for use primarily in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all substances, if any, commingled with or added to such goods and all upgrades and other improvements to such goods, in each case to the 10 extent not constituting Inventory (collectively, the "Equipment"); (f) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Obligor covering, evidencing or representing Inventory or Equipment (collectively, the "Documents"); (g) all contracts and other agreements of the Obligor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights, warranties, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Obligor, including any such rights, warranties, claims or benefits against any Person storing or transporting any such Inventory or Equipment or issuing any such Documents; (h) all other accounts or general intangibles of the Obligor not constituting Accounts, including, to the extent related to all or any part of the other Collateral, all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor; (i) the balance from time to time in the Collateral Account; (j) all other tangible and intangible property of the Obligor, including all Patent Collateral, Trademark Collateral or any other Intellectual Property (provided, however, that with respect to Patents jointly developed by the Obligor and Johnson Johnxxx & Johnson MedicalXohnxxx Xxxical, Inc. under the Development and License XxxxxxentAgreement, xxxx only to the extent consented to by Johnson Johnxxx & Johnson MedicalXohnxxx Xxxical, Inc.); and (k) all proceeds xxx xxoduxxx xx and products in whatever form of all or any part of the other Collateral, including all proceeds of insurance and all condemnation awards and all other compensation for any Casualty Event with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the other Collateral.

Grant of First Priority Security Interest. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations and obligations of every kind and nature of the Obligor now or hereafter incurred, existing or created, to any of the Purchasers (including, without limitation, under the Note Purchase Agreement), the Obligor hereby pledges and grants to the Collateral Agent, for the ratable benefit of the Holders, a first priority security interest in all of the Obligor's right, title and interest in and to the following property, whether now owned or hereafter acquired by the Obligor and whether now existing or hereafter coming into existence including, without limitation, all real and personal property and interests in real and personal property (collectively, the "First Priority Collateral"): (a) (i) all of the shares of capital stock of the Issuers now owned or hereafter acquired by the Obligor together with in each case the certificates representing the same; provided that the Obligor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder, of more than 65% of the total combined voting power of all classes of stock of any Foreign corporation (collectively, the "Pledged Stock"); (ii) all shares, securities, moneys or property representing a dividend on, or a distribution or return of capital in respect of, any of the Pledged Stock, resulting from a split-up, revision, reclassification or other like change of any of the Pledged Stock or otherwise received in exchange for any of the Pledged Stock and all Equity Rights issued to the holders of, or otherwise in respect of, any of the Pledged Stock; and (iii) without affecting the obligations of the Obligor under any provision prohibiting such action under any Loan Document, in the event of any consolidation or merger in which any Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Obligor itself) formed by or resulting from such consolidation or merger (collectively, and together with the property described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the Indebtedness described in Annex I and issued by the obligors named therein (the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or for the deferred purchase price of property from time to time owed to the Obligor by any Person, "Additional Debt"); (vi) all notes or other instruments evidencing the Indebtedness referred to in clauses (iv) and (v) above; (b) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Obligor constituting a right to the payment of money, whether or not earned by performance, including, without limitation, (i) in payments due and to become due to the Obligor under the (1) Development and License Agreement, dated as of January 28, 1997, between Johnson Johnxxx & Johnson MedicalXohnxxx Xxxical, Inc. and the Company, as such agreemenx xxx xe axxxxxx agreement may be amended from time to time (the "Development and License Agreement") and (2) License Agreement, dated as of October 1998, between the Company and TFX Medical, Incorporated (as such agreement may be amended from time to time), (ii) in payments due and to become due to the Obligor under any existing or future licensing, supply, development, or similar agreements, (iii) in repayment of any loans or advances (including loans and advances to Subsidiaries of the Obligor), (iv) in payment for goods (including Inventory and Equipment) sold or leased or for services rendered and (v) in payment of tax refunds and in payment of any guarantee of any of the foregoing (collectively, the "Accounts");for (c) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts (collectively, the "Instruments"); (d) all inventory (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are held by the Obligor for sale, lease or furnishing under a contract of service (including to its Subsidiaries or Affiliates), that are so leased or furnished or that constitute raw materials, work in process or material used or consumed in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all products made or processed from any such goods and all substances, if any, commingled with or added to any such goods (collectively, the "Inventory"); (e) except for the equipment subject to the equipment leases referred to in Schedule 2.7(a) of the Note Purchase Agreement, all equipment (as defined in the Uniform Commercial Code) and all other goods (including Motor Vehicles) of the Obligor that are used or bought for use primarily in its business, including all spare parts and related supplies, all goods obtained by the Obligor in exchange for any such goods, all substances, if any, commingled with or added to such goods and all upgrades and other improvements to such goods, in each case to the extent not constituting Inventory (collectively, the "Equipment"); (f) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Obligor covering, evidencing or representing Inventory or Equipment (collectively, the "Documents"); (g) all contracts and other agreements of the Obligor relating to the sale or other disposition of all or any part of the Inventory, Equipment or Documents and all rights, warranties, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of the Obligor, including any such rights, warranties, claims or benefits against any Person storing or transporting any such Inventory or Equipment or issuing any such Documents; (h) all other accounts or general intangibles of the Obligor not constituting Accounts, including, to the extent related to all or any part of the other Collateral, all books, correspondence, credit files, records, invoices, tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor; (i) the balance from time to time in the Collateral Account; (j) all other tangible and intangible property of the Obligor, including all Patent Collateral, Trademark Collateral or any other Intellectual Property (provided, however, that with respect to Patents jointly developed by the Obligor and Johnson & Johnson Medical, Inc. under the Development and License Xxxxxxent, xxxx to the extent consented to by Johnson & Johnson Medical, Inc.); andwith (k) all proceeds xxx xxoduxxx xx and products in whatever form of all or any part of the other Collateral, including all proceeds of insurance and all condemnation awards and all other compensation for any Casualty Event with respect to all or any part of the other Collateral (together with all rights to recover and proceed with respect to the same), and all accessories to, substitutions for and replacements of all or any part of the other Collateral.