EXHIBIT 10.51
(Security Agreement Between InnoVet, Inc. and
Xxxxx, Xxxxxxxxxxxx dated March 17, 1997)
SECURITY AGREEMENT
Agreement made March 17, 1997, between InnoVet, Inc., with its
business address of 14255 U. S. Xxx. 0, Xxxxx 000, Xxxx xx Xxxx
Xxxxx, Xxxxx of Florida, County of Palm Beach, State of Florida,
herein referred to as "Pledgor", and Xxxxx, Xxxxxxxxxxxx & Co.
Limited, Xxxxx House, of 0-0 Xx. Xxxxx'x Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx, herein referred to as "Pledgee".
SECTION ONE
GRANT OF SECURITY INTEREST
Pledgor, for valuable consideration, receipt of which is
acknowledged, hereby grants to Pledgee, the first lien on and
security interest in all:
a. Patents, patent applications, patent disclosures and all
related continuations in part, divisionals, reissues, re-
examinations, utilities, model certificates of invention and
design, patents, patent applications, registrations and
applications for registration, as shown in Exhibit A attached
hereto and incorporated by reference;
b. An assignment of its rights under the agreement between
InnoVet, Inc. and Quest Chemical Corporation dated October 23,
1989, the letter agreement dated October 5, 1989 and all amendments
to the October 23, 1989 agreement, as described in Exhibit B
attached hereto and incorporated by reference; and
c. An assignment of its rights under the agreement between
InnoVet, Inc. and Applied Immune Sciences, Inc., dated September 3,
1993, as amended on January 4, 1994 and July 12, 1994 relating to
monoclonal antibodies useful for the differentiation by sex of
sperm cells, as shown in Exhibit C attached hereto and incorporated
by reference.
SECTION TWO
OBLIGATION SECURED
The security interest granted hereby secures payment of the
note and all liabilities and agreements of the Pledgor to the
Pledgee whether now existing or hereafter arising, under and
pursuant to the note. The Pledgor shall hold the collateral.
SECTION THREE
REPRESENTATIONS AND WARRANTIES
Pledgor hereby represents and warrants that it owns the assets
described in Section One and such assets are not subject to any
lien, pledge, charge, encumbrance, security interest, or a right or
auction on the part of any third person to purchase or acquire such
shares or any part thereof.
SECTION FOUR
PLEDGEES' RIGHTS
Pledgee shall have, with respect to the shares, the rights and
obligations of a secured party under Article 9, Florida Uniform
Commercial Code.
SECTION FIVE
WAIVER
Pledgor waives demand, notice, protest, and all demands and
notices of any action taken by Pledgee under this agreement or in
connection with any of the collateral, except as otherwise required
by this security agreement, and Pledgor consents to any indulgence
granted by Pledgee to others, and to any substitution for, exchange
of, addition to, or release of the collateral, in whole or in part,
or release of any party liable on the collateral. Pledgor releases
Pledgee from any and all claims for depreciation, loss, or damage
caused by any act or omission (except willful misconduct) on the
part of Pledgee, its agents and employees, including, without
limitation, failure to exercise, or delay in exercising, any right,
privilege, or option, to present for payment, to protest, to xxx
on, to collect or realize on any of the collateral or any moneys
due or to become due thereon.
SECTION SIX
DEFAULT
Pledgor will be in default on the happening of any of the
following events or conditions:
a. Failure to make payment when due or failure to perform
any of the agreements or provisions contained or referred to, in
this security agreement, in any other agreement executed with
reference to this security agreement, or in any instrument
evidencing any of Pledgor's obligations to Pledgee.
b. Discovery of falsity in any material respect when made or
furnished of any warranty, representation, or statement contained
in this agreement or made or furnished to Pledgee by or on behalf
of Pledgor in connection with this agreement or to induce Pledgee
to extend credit to Pledgor.
c. Filing of suit in connection with any levy, seizure, or
attachment of or on the collateral.
d. At any time, in the opinion of Pledgee, the financial
condition of Pledgor becomes impaired or the collateral becomes
insufficient or unsafe.
e. Pledgor's dissolution, or other termination of existence,
merger or consolidation with another, insolvency, forfeiture of
right to do business, business failure, appointment of a receiver
of any part of its property; the calling of any meetings of or the
assignment for the benefit of creditors by Pledgor, or the
commencement of any proceedings under any bankruptcy or insolvency
laws by or against Pledgor or any guarantor or surety for Pledgor.
f. Default by any guarantor, surety, or indorser for Pledgor
with respect to any obligation or liability to Pledgee.
SECTION SEVEN
REMEDIES
a. On the occurrence of any event of default, and at any
time thereafter, Pledgee may, without notice to debtor, declare all
or any of the obligations secured by this agreement immediately due
and payable and will have, in addition to all other rights and
remedies, the rights and remedies of a secured party under Article
9 of the Florida Uniform Commercial Code, including but not limited
to the right to sell of otherwise dispose of any or all of the
collateral.
b. No act, delay, omission or course of dealing between
debtor and secured party will be a waiver of any of Pledgee's
rights or remedies under this security agreement, and no waiver,
change, modification or discharge in whole or in part of this
security agreement or of any obligation secured by this security
agreement will be effective unless in writing signed by Pledgee.
A waiver by Pledgee of any rights or remedies under the terms of
this security agreement or with respect to any obligation secured
by this agreement on any occasion will not be a bar to the exercise
of any right or remedy on any subsequent occasion. All rights and
remedies of Pledgees under this agreement are cumulative and may be
exercised singly or concurrently and the exercise of any one or
more of them will not be a waiver of any other.
SECTION EIGHT
TERMINATION
Upon payment in full of the secured promissory note, Pledgee
shall release its security interests.
SECTION NINE
RENEWALS OR EXTENSIONS
No renewal or extensions of the note, and no delay in the
enforcement or exercise of the rights granted the Pledgee under
this agreement shall constitute a waiver or affect the rights of
the Pledgee with respect to the shares of stock or any part
thereof.
SECTION TEN
NOTICES
All notices or other communications by either party to this
agreement must be in writing and either mailed by registered or
certified mail, postage prepaid, or hand delivered to the following
addresses during regular business hours:
Pledgor:
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Pledgee:
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SECTION ELEVEN
AMENDMENT OR MODIFICATION
This agreement may not be amended or modified except in
writing, duly executed and signed by the parties.
SECTION TWELVE
ADDITIONAL DOCUMENTS
Pledgor stipulates that it will execute and deliver to Pledgee
any and all additional documents which may be necessary to perfect
the security interest given to pledgee under this agreement.
SECTION THIRTEEN
BINDING EFFECT
This agreement shall be binding upon the parties hereto and
their representatives, heirs, successors, and assigns.
SECTION FOURTEEN
GOVERNING LAW; VENUE; ATTORNEYS FEES
This agreement shall be governed by Florida law. Venue for
any lawsuits arising out of or related to this agreement or the
breach thereof shall be Palm Beach County, Florida. The prevailing
party in any such lawsuit shall be entitled to reasonable attorneys
fees and costs.
IN WITNESS WHEREOF, Pledgor and Pledgee have executed this
agreement at Juno Beach, Florida, the day and year shown in the
first paragraph.
INNOVET, INC., Pledgor
By: /S/ Xxxxx X. Xxxxxxxxx
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Printed Name: Xxxxx X. Xxxxxxxxx
Title: EVP & CFO
XXXXX, XXXXXXXXXXXX & CO. LIMITED,
Pledgee
By: /S/ Xxxxx X. Xxxxxxx
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Printed Name: Xxxxx X. Xxxxxxx
Title: As Agent-X.X. Xxxxx,
Xxxxxxxxxxxx & Co., L.P.
