SECOND AMENDMENT TO SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECURITY AGREEMENT ("Amendment") is entered
into as of May 19, 1997, by and among Xxxxxxxxx & Xxxxx Guaranty Finance, LLC
("H&QGF"), a California limited liability company, and CV Therapeutics, Inc.
a Delaware corporation ("CVT").
RECITALS
A. H&QGF and CVT are parties to that certain Security Agreement, dated
as of September 27, 1996, amended by that certain First Amendment to Security
Agreement dated March 7, 1997 (the "H&QGF Security Agreement") and certain
Related Documents (as defined in the H&QGF Security Agreement).
NOW THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree to
amend the H&QGF Security Agreement only as follows:
THEREFORE, the Security Agreement is amended only as follows:
1. The last sentence at the end of Subsection (iv) in the definition of
"Collateral" in the Security Agreement that currently reads as follows:
Notwithstanding any provision to the contrary herein, or in any Related
Document, the terms "Collateral" and "IP Collateral" shall not include
any of the foregoing which comprises, claims, contains, relates to, or
is the molecule defined as CVT-124 in that certain IND filed on
September 20, 1995 (as further described in U.S. Patent Application
Serial No. 08/330,640 filed on October 28, 1994), or any other
Adenosine A1 Antagonist, or the manufacture or use of such molecules,
or is derived therefrom.
Shall be amended so that it reads as follows:
Notwithstanding any provision to the contrary herein, or in any Related
Document, the terms "Collateral" and "IP Collateral" shall not include
any of the foregoing which comprises, claims, contains, relates to, or
is the molecule defined as CVT-124 in that certain IND filed on
September 20, 1995 (as further described in U.S. Patent Application
Serial No. 08/330,640 filed on October 28, 1994), or any other
Adenosine A1 Antagonist, or the manufacture or use of such molecules,
or is derived therefrom (the "CVT-124"), except that the terms
"Collateral" and "IP Collateral" shall refer without limitation to the
right to payments under license agreements, joint venture agreements
and other collaborative agreements relating to CVT-124, including the
Collaboration Agreement and any and all other contracts with relate to
CVT-124, including those rights to payment thereunder which are
included as Collateral under clause (v) below.
2. Except as specifically amended hereby, the Security Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
CVT CV Therapeutics, Inc.,
a Delaware corporation
By: /s/ X X Xxxxxxxx
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Printed Name: X X Xxxxxxxx
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Title: CFO
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H&QGF Xxxxxxxxx & Xxxxx Guaranty Finance, LLC,
a California limited liability company
By: /s/ Xxxxxx X. Xxxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxxx
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Title: Chief Executive Officer
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