[EXECUTION COPY]
TRADEMARK AGREEMENT
THIS TRADEMARK AGREEMENT (this "Agreement"), dated as of November
4, 1996, is between Cypros Pharmaceutical Corporation, a
California corporation (the "Grantor"), and Xxxxxxx Pharma, Inc.,
a Delaware corporation (the "Beneficiary").
NOW, THEREFORE, for good and valuable consideration, the receipt
of which is hereby acknowledged, the Grantor agrees, for the
benefit of the Beneficiary, as follows:
1. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement have the
meanings provided in the Note and Security Agreement, dated as of
November 4, 1996 (the "Note and Security Agreement"), among the
Grantor and the Beneficiary.
2. Grant of Security Interest. To secure all of the
Indebtedness, the Grantor does hereby mortgage, pledge and
hypothecate to the Beneficiary, and grant to the Beneficiary a
security interest in, all of the following property (the
"Trademark Collateral"), whether now owned or hereafter acquired
or existing:
(a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade
styles, service marks, certification marks, collective marks,
logos, other source of business identifiers, prints and labels on
which any of the foregoing have appeared or appear, designs and
general intangibles of a like nature referred to in Attachment 1
hereto (all of the foregoing items in this clause (a) being
collectively called a "Trademark"), now existing anywhere in the
world or hereafter adopted or acquired, whether currently in use
or not, all registrations and recordings thereof and all
applications in connection therewith, whether pending or in
preparation for filing, including registrations, recordings and
applications in the United States Patent and Trademark Office or
in any office or agency of the United States of America or any
State thereof or any foreign country;
(b) all reissues, extensions or renewals of any of the items
described in clause (a);
(c) all of the goodwill of the business connected with the use
of, and symbolized by the items described in, clause (a); and
(d) all proceeds of, and rights associated with, the
foregoing, including any claim by the Grantor against third
parties for past, present, or future infringement or dilution of
any Trademark or Trademark registration referred to in Attachment
1 hereto, or for any injury to the goodwill associated with the
use of any Trademark.
3. Security Agreement. This Agreement has been executed
and delivered by the Grantor for the purpose of registering the
security interest of the Beneficiary in the Trademark Collateral
with the United States Patent and Trademark Office and
corresponding offices in other countries of the world. The
security interest granted hereby has been granted as a supplement
to, and not in limitation of, the security interest granted to
the Beneficiary under the Note and Security Agreement. The Note
and Security Agreement (and all rights and remedies of the
Beneficiary thereunder) shall remain in full force and effect in
accordance with its terms.
4.
4. Release of Security Interest. Upon payment in full
of all Indebtedness, the Beneficiary shall, at the Grantor's
expense, execute and deliver to the Grantor all instruments and
other documents as may be necessary or proper to release the lien
on and security interest in the Trademark Collateral which has
been granted hereunder.
5. Acknowledgment. The Grantor does hereby
further acknowledge and affirm that the rights and remedies of
the Beneficiary with respect to the security interest in the
Trademark Collateral granted hereby are more fully set forth in
the Note and Security Agreement, the terms and provisions of
which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.
6. Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute
together but one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective officers
thereunto duly authorized as of the day and year first above
written.
CYPROS PHARMACEUTICAL CORPORATION
(Signature)
Title:
Address:
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Telecopier: (000) 000-0000
XXXXXXX PHARMA, INC.
(Signature)
Title:
Address:
0000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Telecopier: (000) 000-0000
ATTACHMENT 1
to
Agreement
(Trademark)
Registered Trademarks
Country Trademark Registration No. Registration Date
United States Ethamolin 1374539 12/10/85
