SECURITY AGREEMENT (PATENTS)
WHEREAS, STAR MEDICAL TECHNOLOGIES, INC., a California corporation,
with a principal place of business at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, 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 Guaranty Agreement
(the "Guaranty Agreement") between the Bank and the Company; and
WHEREAS, the Company is the owner and user of the United States Patents
and Patent Applications listed on Schedule A hereto and identified in said
Guaranty Agreement and said Security Agreement (collectively, the "U.S. Patents
and 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.
Patents and Patent Applications listed on Schedule A hereto and in any
registered patents arising from such Patent Applications; and
WHEREAS, the parties to the Security Agreement contemplate and intend
that, if an Event of Default (as defined in the Guaranty Agreement) shall occur
and be continuing, the Bank shall have all rights of a foreclosing secured party
in and to the U.S. Patents and 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. Patents and 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. Patents and 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. Patents and Patent Applications and in any registered patents arising
therefrom; the Company agrees that it will not sell or assign any of the U.S.
Patents or Patent Applications nor any 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. Patents and 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
Guaranty 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.
STAR MEDICAL TECHNOLOGIES, INC. FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxx
------------------------- -----------------------
Name: Xxxxxx X. Xxxxxx Its: Vice President
Title: Vice President of Finance
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF MIDDLESEX )
Then personally appeared before me the above-named XXXXXX X. XXXXXX,
the _VICE PRESIDENT OF FINANCE of Star 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:
November 19, 2004
SCHEDULE A
TO
SECURITY AGREEMENT (PATENTS)
Patents with United States Registration
---------------------------------------
Patent Description Registration No. Registration Date
------------------ ---------------- -----------------
High fluence diode laser device
and method for the
fabrication and use thereof 5,743,901 April 28, 1998
Method for the laser treatment of
subsurface blood vessels 5,707,403 January 13, 1998
Pulsed infrared laser treatment of psoriasis 5,527,350 June 18, 1996
Patent Applications
-------------------
Patent Description Serial No./Filing Date
------------------ ----------------------
Integrated cooling mechanism 08/845,630/January 17, 1997
for diode-pumped solid state laser
Laser diode array packaging 08/789,968/January 31, 1997
