PATENT SECURITY AGREEMENT
Execution
Copy
WHEREAS,
FORTICELL BIOSCIENCE, INC.,
a
Delaware corporation ("Grantor"),
owns
the Patents and Patent Applications listed on Schedule 1 annexed hereto, and
is
a party to the Patent Licenses listed on Schedule l annexed hereto;
and
WHEREAS,
Grantor
and Xxxx Royalty Fund, L.P., a Delaware limited partnership ("Grantee"),
are
parties to an Agreement dated as of September 22, 2008 (the "Sale
Agreement"),
pursuant to which, among other things, Grantee is selling, assigning,
transferring and conveying to Grantor, and Grantor is purchasing from Grantee,
all of Grantee's Securities (as defined in the Sale Agreement);
WHEREAS,
pursuant to the terms of the Security Agreement dated as of September 22, 2008
(the "Security
Agreement;"
all
capitalized terms defined in the Sale Agreement or the Security Agreement and
not otherwise defined herein have the respective meanings provided for in the
Sale Agreement or the Security Agreement), between Grantor and Grantee, Grantor
has granted to Grantee a security interest as contemplated by the Security
Agreement, including, without limitation, all right, title and interest of
Grantor in, to and under all now owned and hereafter acquired Patents, Patent
applications and Patent Licenses, and all products and proceeds thereof (to
the
extent granted therein), to secure payment and performance of Grantor's
obligations under the Sale Agreement and the other Obligations;
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor does hereby grant to Grantee a continuing security
interest in all of Grantor's right, title and interest in, to and under the
following (all of the following items or types of property being herein
collectively referred to as the "Patent
Collateral"),
whether presently existing or hereafter created or acquired:
(1) each
U.S.
Patent and Patent application included in the Intellectual Property, including,
without limitation, each Patent and Patent application referred to in Schedule
l
annexed hereto, together with any reissues, continuations or extensions thereof,
and all of the goodwill of the business conducted in the U.S. connected with
the
use of, and symbolized by, each such Patent and Patent application;
(2) each
Patent License, including, without limitation, each Patent License listed on
Schedule 1 annexed hereto; and
(3) all
products and proceeds of the foregoing, including, without limitation, any
claim
by Grantor against third parties for past, present or future infringement of
any
such Patent, including, without limitation, any Patent referred to in Schedule
1
annexed hereto, any Patent issued pursuant to a Patent Application referred
to
in Schedule l and any patent licensed under any Patent License listed on
Schedule 1 annexed hereto.
This
security interest is granted in conjunction with the security interests granted
to Grantee pursuant to the Security Agreement. Grantor hereby acknowledges
and
affirms that the rights and remedies of Grantee with respect to the security
interest in the Patent Collateral made and granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.
[Signature
page follows]
2
IN
WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be duly
executed by its duly authorized officer thereunto as of the 22nd day of
September, 2008.
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name:
Xxxx X. Xxxxxxxxxx
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Title:
Chief Executive Officer
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Agreed
and Accepted as of the
22nd
day
of September, 2008
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XXXX
ROYALTY FUND, L.P.
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By:
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Xxxx
Capital Management, LLC,
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its
General Partner
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By:
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Xxxx
Capital Advisors, L.L.C.
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Its
Manager
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
Manager
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[SIGNATURE
PAGE TO PATENT SECURITY AGREEMENT]
3
ACKNOWLEDGEMENT
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STATE
OF NEW YORK
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)
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)
ss.:
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COUNTY
OF NEW YORK
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)
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On
the
22nd day of September, 2008 before me personally appeared Xxxx Xxxxxxxxxx,
to me
personally known or proved to me on the basis of satisfactory evidence to be
the
person described in and who executed the foregoing instrument as the _________
of Forticell Bioscience Inc., who being by me duly sworn, did depose and say
that he is the __________ of Forticell Bioscience, Inc., the corporation
described in and which executed the foregoing instrument; that he knows the
seal
of said corporation; that the seal affixed to said corporation by order of
its
secretary; that he signed his name thereto by like order; and that he
acknowledged said instrument to be the free act and deed of said
corporation.
(Seal)
My
commission expires:
4
Schedule
I to Patent Security Agreement
PATENTS
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OrCel®
U.S. Patents
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Title
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Expiration
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5282859/Re.
35399
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Composite
Living Skin Equivalent
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02/01/11
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6039760
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Composite
Living Skin Equivalent
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02/01/11
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6500464B2
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Trilayered
Collagen Construct
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12/28/20
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6638709
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Processes
for Making Cryopreserved Composite Living Constructs
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10/28/21
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PATENT
APPLICATIONS
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U.S.
Patent Application Serial No. 09/749,226
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Filing
Date – December 27, 2000
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U.S.
Patent Application Serial No. 10/032,925
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Filing
Date – December 26, 2001
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U.S.
Patent Application Serial No. 10/032,929
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Filing
Date – December 26, 2001
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PATENT
LICENSES
None.
