EXHIBIT 10.80
TERMINATION AND RELEASE
OF PATENT SECURITY AGREEMENT
(United States Patents)
TERMINATION AND RELEASE OF PATENT SECURITY AGREEMENT, dated as of May
30, 2002, by and between AMERICAN CAPITAL STRATEGIES, LTD., a Delaware
corporation, with offices at Two Xxxxxxxx Xxxxxx-00xx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000, (the "Lender") and BLOOD CELLS, INC., a Delaware
corporation, having its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxx, Xxx Xxxxxx 00000 (the "Company").
WHEREAS, pursuant to the terms of (i) the Note and Equity Purchase
Agreement, dated October 29, 1999, between the Company, IGI, Inc., IGEN,
Inc. and Immunogenetics, Inc. (collectively, the "Borrowers") and the
Lender, as amended and in effect from time to time (the "Purchase
Agreement"), and (ii) the Patent Security Agreement dated October 29, 1999,
between the Company and the Lender, as amended and in effect from time to
time (the "Patent Agreement"), each for the purpose of securing certain
obligations of the Company to the Lender;
WHEREAS, pursuant to the Purchase Agreement and the Patent Agreement,
the Company granted to the Lender, a security interest in and lien on, and
collaterally assigned to the Lender, all of its patents and patent
applications, as well as all its rights under all License Agreements to all
patents licensed to the Company thereunder, including without limitation,
the patents, patent applications and license rights identified on Exhibits
A, B and C attached hereto, (hereinafter collectively referred to as the
"Named Patents"); and
WHEREAS, the Lender has agreed to terminate and release its security
interest and all of its right, title and interest in each of the Named
Patents as herein provided;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Company
hereby agree as follows:
1. Release and Assignment. The Lender hereby terminates and
releases its security interest in and lien on all of the Company's Named
Patents and the Lender hereby assigns and transfers to the Company, without
recourse, all of the Lender's right, title and interest in and to each of
the Named Patents effective as of the date set forth above.
2. Acknowledgment and Acceptance. The Company hereby acknowledges
and accepts the foregoing release and assignment by the Lender.
3. Counterparts. This Release may be executed in any number of
counterparts which shall together constitute one and the same agreement.
1
IN WITNESS WHEREOF, the Lender and the Company have executed this
Release, to take effect as of the date first set forth above.
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ Xxx X. Xxxxxx
-------------------------------
Name: Xxx X. Xxxxxx
Title: EVP & COO
Accepted:
BLOOD CELLS, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Sr. Vice President & CFO
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MARYLAND )
)ss.
COUNTY OF PRINCE GEORGES )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31 day of May, 2002, personally appeared Xxx Xxxxxx to
me known personally, and who, being by me duly sworn, deposes and says that
he is a COO of AMERICAN CAPITAL STRATEGIES, LTD., and that said instrument
was signed and sealed on behalf of said corporation by authority of its
Board of Directors, and said officer acknowledged said instrument to be the
free act and deed of said corporation.
/s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Notary Public
My Commission Expires:
Xxxxxxxx X. Xxxxxxxx
My Commission Expires On
December 1, 2002
2
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MASSACHUSETTS )
)ss.
COUNTY OF Suffolk )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31st day of May, 2002, personally appeared Xxxxxxx
Xxxxxx to me known personally, and who, being by me duly sworn, deposes and
says that he is a Sr. Vice President and CFO of BLOOD CELLS, INC., and that
said instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors, and said officer acknowledged said
instrument to be the free act and deed of said corporation.
/s/ Xxxx X. XxXxxxxx
------------------------------------
Notary Public
My Commission Expires: 5/8/03
3
SCHEDULE A
----------
None
4
SCHEDULE B
----------
None
5
SCHEDULE C
----------
None
6
