INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.20

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement is entered into as of the Effective Date by and between OXFORD FINANCE LLC, as collateral agent for the Lenders (the “Lenders”) described in the Loan Agreement (in such capacity, the “Collateral Agent”) and PROTOX THERAPEUTICS INC. (“Grantor”).

RECITALS

A. Lenders have agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and among Collateral Agent, the Lenders, Protox Therapeutics Corp. and Grantor dated the Effective Date (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). The Lenders are willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Collateral Agent, for the benefit of the Lenders, a security interest in certain Copyrights, Trademarks, Patents, and Mask Works to secure the obligations of Grantor under the Loan Agreement.

B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Collateral Agent, for the benefit of the Lenders, 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, Grantor hereby represents, warrants, covenants and agrees as follows:

AGREEMENT

To secure its obligations under the Loan Agreement, Grantor grants and pledges to Collateral Agent, for the benefit of the Lenders, a continuing security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (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 Collateral Agent, for the benefit of the Lenders, under the Loan Agreement. The rights and remedies of Collateral Agent 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 Collateral Agent, for the benefit of the Lenders, as a matter of law or equity. Each right, power and remedy of Collateral Agent 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 Collateral Agent 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 Lender, of any or all other rights, powers or remedies.

New York law governs this Intellectual Property Security Agreement without regard to principles of conflicts of law. This Intellectual Property Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one agreement.

[Balance of Page Intentionally Left Blank]

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:				PROTOX THERAPEUTICS, INC.
1500 – 000 Xxxx Xxxxxxx Xxxxxx,				By:		/s/ X. Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
Attn: Chief Financial Officer				Title:		Chief Operating Officer
				COLLATERAL AGENT:
Address of Lender:				OXFORD FINANCE LLC
000 Xxxxx Xxxxxxx Xxxxxx				By:		/s/ TAZ
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: General Counsel				Title:		COO

[Signature Page to Intellectual Property Security Agreement]

EXHIBIT A

Copyrights

Description		Registration Number		Registration Date
None.

EXHIBIT B

Patents

Description		Patent/App. No.		File Date		Country
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2002331720		8/23/02		Australia
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2,457,903		8/23/02		Canada
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2816622.1		8/23/02		China
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2768702.9		8/23/02		EPC
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		TBD (divisional)		8/23/02		EPC
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2003-523270		8/23/02		Japan
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		10/487,115		2/18/04		U.S.
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		11/856,543		9/17/07		U.S.
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		12/788,913		5/27/10		U.S.
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2004/02319		8/23/02		South Africa
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		00379/KOLNP/04		8/23/02		India
Proaerolysin containing protease activation sequences and methods of use for treatment of prostate cancer		2389/KOLNP/2007		3/22/04		India
Modified pore-forming protein toxins and use thereof		12/094,597		11/21/06		U.S.
Modified pore-forming protein toxins and use thereof		2630559		11/21/06		Canada
Modified pore-forming protein toxins and use thereof		6804758.8		11/21/06		EPC
Modified pore-forming protein toxins and use thereof		11166965.1		5/20/11		EPC
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		2006257664		6/14/06		Australia
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		2,611,839		6/14/06		Canada

Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		200680028473.6		6/14/06		China
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		6761050.1		6/14/06		EPC
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		188143		6/14/06		Israel
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		2008-516088		6/14/06		Japan
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		564954		6/14/06		New Zealand
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		200718733-9		6/14/06		Singapore
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		11/921,964		12/10/07		U.S.
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		00-0000-0000000		6/14/06		Korea
Method of treating or preventing benign prostatic hyperplasia using modified pore-forming proteins		2007/10813		6/14/06		South Africa
Method for treating prostatitis utilizing modified pore-forming protein proaerolysin		PCT/CA2009/001837		12/15/09		PCT
Circularly permuted ligands and circularly permuted chimeric molecules		08/225,224		6/03/97		U.S.
Circularly permuted ligands and circularly permuted chimeric molecules		1995022857		11/5/98		Australia
Circularly permuted ligands and circularly permuted chimeric molecules		2,187,283		9/23/08		Canada
Circularly permuted ligands and circularly permuted chimeric molecules		95916319.7		1/29/03		EPC
Circularly permuted ligands and circularly permuted chimeric molecules		08/722,258		12/10/07		U.S.
Convection enhanced drug delivery		616,785		2/24/98		U.S.
Method for convection enhanced delivery of therapeutic agents		2003299140		9/24/03		Australia
Method for convection enhanced delivery of therapeutic agents		2,499,573		9/24/03		Canada
Method for convection enhanced delivery of therapeutic agents		3756863.1		9/24/03		EPC

Method for convection enhanced delivery of therapeutic agents		10/528,310		9/24/03		U.S.
Treating cancer stem cells using targeted cargo proteins		PCT/CA2009/001323		9/21/09		PCT
Treating cancer stem cells using targeted cargo proteins		13/119,426		3/16/11		U.S.
Targeted cargo protein combination therapy		12/579,281		10/14/09		U.S.
Use of human serum albumin to decrease antigenicity of therapeutic proteins		61/406,052		10/22/10		U.S. Provisional
Methods and compositions for inhibiting cell death or enhancing cell proliferation		2,622,504		9/8/06		Canada
Methods and compositions for inhibiting cell death or enhancing cell proliferation		6851440.5		9/8/06		EPC
Methods and compositions for inhibiting cell death or enhancing cell proliferation		2008-536580		9/8/06		Japan
Methods and compositions for inhibiting cell death or enhancing cell proliferation		11/91,692		9/8/06		U.S.
Receptor-mediated uptake of an extracellular BCL-XL fusion protein inhibits apoptosis				5/15/04		U.S.
Receptor-mediated uptake of an extracellular BCL-XL fusion protein inhibits apoptosis		12/147,924		6/27/08		U.S. Divisional

EXHIBIT C

Trademarks

Description		Serial/Registration No.		File Date
None.