SECURITY AGREEMENT (PATENTS)
WHEREAS, PALOMAR MEDICAL TECHNOLOGIES, INC., a Delaware corporation,
with a principal place of business at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
(the "Company") and FLEET NATIONAL BANK, with a place of business at Xxx Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank") have entered into an Inventory,
Accounts Receivable and Intangibles Security Agreement dated November 16, 1998
(the "Security Agreement") and are also parties to a related letter agreement
(the "Letter Agreement") between the Bank and the Company; and
WHEREAS, the Company is the owner and user of the United States Patent
Applications listed on Schedule A hereto and identified in said Letter Agreement
and said Security Agreement (collectively, the "U.S. Patent Applications"); and
WHEREAS, among the security interests granted by the Company to the
Bank pursuant to the Security Agreement is a security interest in the U.S.
Patent Applications listed on Schedule A hereto and in any registered patents
arising therefrom; and
WHEREAS, the parties to the Security Agreement contemplate and intend
that, if an Event of Default (as defined in the Letter Agreement) shall occur
and be continuing, the Bank shall have all rights of a foreclosing secured party
in and to the U.S. Patent Applications and in any registered patents arising
therefrom and any proceeds thereof, including, without limitation, the right,
following such foreclosure, to transfer to a purchaser all of the Company's
right, title and interest in and to the U.S. Patent Applications and in any
registered patents arising therefrom;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties reconfirm the terms of
the Security Agreement, as if set forth fully herein, and acknowledge that the
Bank has a security interest in the U.S. Patent Applications listed on Schedule
A hereto and in any registered patents arising therefrom; as security for the
Obligations (as defined in the Security Agreement) the Company hereby
collaterally assigns to the Bank, and grants a security interest to the Bank in
and to, all of the Company's right, title and interest in and to said U.S.
Patent Applications and in any registered patents arising therefrom; the Company
agrees that it will not sell or assign any of the U.S. Patent Applications nor
any of the registered patents arising therefrom without the prior written
consent of the Bank; and the Company and the Bank request that the Commissioner
of Patents and Trademarks record this document with respect to the U.S. Patent
Applications.
The Company hereby appoints the Bank as the Company's attorney-in-fact
(with full power of substitution and resubstitution) with the power and
authority, after the occurrence of any Event of Default (as defined in the
Letter Agreement), to execute and deliver, in the name and on behalf of the
Company, and to cause the recording of all such further assignments and other
instruments as the Bank may reasonably deem necessary or desirable in order to
carry out the intent of the Security Agreement and this Security Agreement
(Patents). The Company agrees that all third parties may conclusively rely on
any such further assignment or other instrument, so
executed, delivered and recorded by the Bank (or the Bank's designee in
accordance with the terms hereof) and on the statements made therein.
PALOMAR MEDICAL TECHNOLOGIES, INC. FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxx
------------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxx Its: Vice President
Title: Chief Financial Officer
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF MIDDLESEX )
Then personally appeared before me the above-named XXXXXX X. XXXXXX,
the CHIEF FINANCIAL OFFICER of Palomar Medical Technologies, Inc., and stated
that he/she executed the foregoing instrument under the authority of said
corporation's Board of Directors and acknowledged the foregoing instrument to be
the free act and deed of said corporation.
WITNESS my hand and seal this 16th day of November, 1998.
/s/ Xxxxxxxx Xxxxxxx
----------------------------
Notary Public
My commission expires:
- 2 -
SCHEDULE A
TO
SECURITY AGREEMENT (PATENTS)
Patents with United States Registration
>
Patent Description Reg. No. Issue Date
------------------ -------- ----------
None.
Patent Applications
-------------------
Description Serial No. Filing Date
----------- ---------- -----------
Laser applicator having thermoelectric cooling 08/759,136 April 24, 1997
Laser dermatology with feedback control 08/759,036 December 2, 1996
Method and apparatus for hair removal 09/028,416 February 24, 1998
Method and apparatus for dermatology treatment 09/178,055 May 13, 1998
System for electromagnetic
dermatology and head for use therewith 60,077,794 March 12, 1998
