INTELLECTUAL PROPERTY SECURITY AGREEMENT
This
Intellectual Property Security Agreement is entered into as of January 3, 2007
by and between BRIDGE BANK, N.A. (“Bank”)
and
IMPLANT SCIENCES CORPORATION, a corporation organized under the laws of the
Commonwealth of Massachusetts (“Grantor”).
Recitals
A. Bank
has
agreed to make certain advances of money and to extend certain financial
accommodations to Grantor (the “Loans”) in the amounts and manner set forth in
that certain Loan and Security Agreement by and among Bank, Accurel Systems
International Corporation (“Accurel”), Grantor, and C Acquisition Corp.
(“Acquisition”) (each of Accurel, Grantor, and Acquisition are individually
referred to herein as a “Borrower” and collectively, the “Borrowers”) dated of
even date herewith (as the same may be amended, modified or supplemented from
time to time, the “Loan Agreement”; capitalized terms used herein are used as
defined in the Loan Agreement). Bank is willing to make the Loans to Borrowers,
but only upon the condition, among others, that Grantor shall grant to Bank
a
security interest in certain Copyrights, Trademarks and Patents to secure the
obligations of Borrowers under the Loan Agreement.
B. Pursuant
to the terms of the Loan Agreement, Grantor has granted to Bank a security
interest in all of Grantor’s right, title and interest, whether presently
existing or hereafter acquired, in, to and under all of the
Collateral.
Now,
Therefore, for
good
and valuable consideration, receipt of which is hereby acknowledged, and
intending to be legally bound, as collateral security for the prompt and
complete payment when due of its obligations under the Loan Agreement and all
other agreements now existing or hereafter arising between Borrowers and Bank,
Grantor hereby represents, warrants, covenants and agrees as
follows:
Agreement
To
secure
its obligations under the Loan Agreement and under any other agreement now
existing or hereafter arising between Grantor and Bank, Grantor grants and
pledges to Bank a security interest in all of Grantor’s right, title and
interest in, to and under its Intellectual Property Collateral (including
without limitation those Copyrights, Patents and Trademarks listed on Exhibits
A, B and C hereto), and including without limitation all proceeds thereof (such
as, by way of example but not by way of limitation, license royalties and
proceeds of infringement suits), the right to xxx for past, present and future
infringements, all rights corresponding thereto throughout the world and all
re-issues, divisions continuations, renewals, extensions and
continuations-in-part thereof.
This
security interest is granted in conjunction with the security interest granted
to Bank under the Loan Agreement. The rights and remedies of Bank with respect
to the security interest granted hereby are in addition to those set forth
in
the Loan Agreement and the other Loan Documents, and those which are now or
hereafter available to Bank as a matter of law or equity. Each right, power
and
remedy of Bank provided for herein or in the Loan Agreement or any of the Loan
Documents, or now or hereafter existing at law or in equity shall be cumulative
and concurrent and shall be in addition to every right, power or remedy provided
for herein and the exercise by Bank of any one or more of the rights, powers
or
remedies provided for in this Intellectual Property Security Agreement, the
Loan
Agreement or any of the other Loan Documents, or now or hereafter existing
at
law or in equity, shall not preclude the simultaneous or later exercise by
any
person, including Bank, of any or all other rights, powers or
remedies.
Grantor
represents and warrants that Exhibits A, B, and C attached hereto set forth
any
and all intellectual property rights in connection to which Grantor has
registered or filed an application with either the United States Patent and
Trademark Office or the United States Copyright Office, as
applicable.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute the same
instrument.
In
Witness Whereof, the
parties have caused this Intellectual Property Security Agreement to be duly
executed by its officers thereunto duly authorized as of the first date written
above.
Grantor:
|
Address
of Grantor:
|
IMPLANT
SCIENCES CORPORATION
|
000
Xxxxxxx Xxxx, #0 By:
/s/
X.X. Xxxxxx
Xxxxxxxxx,
XX 00000
Title:
President and CEO
Attn:
Xxxxxxx Xxxxxx
Bank:
|
Address
of Bank:
|
BRIDGE
BANK, N.A.
|
00
Xxxxxxx Xxxx. By:
Xxx
Xxxx,
XX 00000
Title:
Attention:
Xxxx Xxxxxxxx
612110
v3/HN
EXHIBIT
A
Copyrights
|
Description
|
Registration
Number
|
Registration
Date
|
EXHIBIT
B
Patents
|
Description
|
Patent/
Serial
Number
|
Issue
/ Application Date
|
|
Brachytherapy
systems and methods
|
0000000
00000000
|
00/23/04
05/31/02
|
|
Coated
orthopaedic implant components
|
5980974
08633117
|
11/09/99
04/16/96
|
|
Coated
orthopaedic implant components
|
5674293
08589018
|
10/07/97
01/19/96
|
|
Coronary
stent with a radioactive, radiopaque coating
|
5919126
08912762
|
07/06/99
08/18/97
|
|
Cyclone
sampling nozzle for an ion mobility spectrometer
|
6861646
10295010
|
03/01/05
11/14/02
|
|
Device
for measuring flux and accumulated dose for an ion beam containing
a
radioactive element
|
08887509
|
11/10/98
|
|
Explosive
detection system
|
6828795
10349491
|
12/07/04
01/22/03
|
|
Flash
vapor sampling for a trace chemical detector
|
7098672
10890820
|
08/29/06
07/14/04
|
|
Improved
ion source generator auxiliary device for phosphorus and arsenic
beams
|
08904494
|
12/22/98
|
|
Ion
source for generation of radioactive ion beams
|
5898178
08887504
|
04/27/99
07/02/97
|
|
Ion
source generator auxiliary device
|
5808416
08742896
|
09/15/98
11/01/96
|
|
Ion
source generator auxiliary device
|
0834250
|
05/03/94
|
|
Ion
source generator auxiliary device for phosphorus and arsenic
beams
|
5852345
08904494
|
12/22/98
08/01/97
|
|
Method
for fabricating an emitter-base junction for a gallium nitride bipolar
transistor
|
6432788
09624375
|
08/13/02
07/24/00
|
|
Method
for growing an alumina surface on orthopaedic implant
components
|
5855950
08777411
|
01/05/99
12/30/96
|
|
Method
for ion beam treating orthopaedic implant components
|
5383934
08121232
|
01/24/95
09/13/93
|
|
Method
of epitaxially growing thin films using ion implantation
|
5379712
08051990
|
01/10/95
04/26/93
|
|
Methods
and implants for providing radiation to a patient
|
6527693
09772765
|
03/04/03
01/30/01
|
|
Modified
vortex for an ion mobility spectrometer
|
6870155
10818434
|
03/22/05
04/05/04
|
|
Multi-layered
radiopaque coating on intravascular devices
|
7077837
09999349
|
07/18/06
11/15/01
|
|
Orthodontic
articles having a low-friction coating
|
6299438
09162546
|
10/09/01
09/29/98
|
|
Palladium
coated implant
|
6264598
09366022
|
07/24/01
08/02/99
|
|
Photoelectric
ion source photocathode regeneration system
|
11248603
|
10/12/05
|
|
Planar
technology for producing light-emitting devices
|
5998232
09231689
|
12/07/99
01/14/99
|
|
Planar
technology for producing light-emitting devices
|
09231689
|
12/07/99
|
|
Pulsed
vapor desorber
|
10853563
|
12/09/04
|
|
Radioactive
medical device and process
|
6010445
08968982
|
01/04/00
11/12/97
|
|
Radioactive
medical devices
|
6059714
09277305
|
05/09/00
03/26/99
|
|
Radioactive
seed implants
|
6060036
09047728
|
05/09/00
03/25/98
|
|
Soft
x-ray emitting radioactive stent
|
6183409
09247198
|
02/06/01
02/09/99
|
|
Sputter
cathode for application of radioactive material
|
08769240
|
04/13/99
|
|
System
and method for non-destructive implantation characterization of quiescent
material
|
10721235
|
05/26/05
|
|
Virtual
wall gas sampling for an ion mobility spectrometer
|
6888128
10754088
|
05/03/05
01/07/04
|
|
X-ray
and gamma ray emitting temporary high dose rate brachytherapy
source
|
10770346
|
12/16/04
|
|
X-ray
emitting sources and uses thereof
|
6400796
09772749
|
06/04/02
01/30/01
|
EXHIBIT
C
Trademarks
|
Description
|
Registration/
Application
Number
|
Registration/
Application Date
|
