Consent and Authorization Agreement
Exhibit
4.6
This
is a Consent and Authorization Agreement,
dated
October 3, 2007.
Background.
Each of
the undersigned entities is a purchaser (“Purchaser”) of securities of Biophan
Technologies, Inc. (“Biophan”) and the beneficiary of a Security Agreement,
dated October 11, 2006, (the “Security Agreement”), which includes patents and
applications and proceeds thereof as Collateral. Each of the Purchasers has
authorized Iroquois Master Fund Ltd. (“Iroquois”) to be its agent for the
purpose of holding and managing the assignment of the Collateral, including
all
Patents.
Biophan
has entered into a Intellectual Property Assignment Agreement with Medtronic,
Inc. (“Medtronic”), dated August 6, 2007, (the “IPAA”), a copy of which has been
provided to each Purchaser. Upon closing the IPAA, the proceeds will inure,
in
part, to the benefit of each of the Purchasers.
A
condition of closing under the IPAA is the release of all Encumbrances (as
defined in the IPAA) with respect to the Assigned Intellectual Property Rights
(as defined in the IPAA).
Therefore,
in
condition of the execution of this Consent and Authorization Agreement by
the
Purchasers, each Purchaser agrees as follows:
1.
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Each
Purchaser hereby consents to Biophan’s entry into and performance of the
IPAA.
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2.
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Each
Purchaser hereby authorizes and appoints Iroquois to act as its agent
for
the purpose of releasing all Encumbrances of the Purchasers to the
extent
related to the Assigned Intellectual Property Rights.
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3.
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Each
Purchaser hereby authorizes and appoints Iroquois to execute and
deliver
on such Purchaser’s behalf and in the name of such Purchaser all documents
and do any and all acts from time-to-time that Iroquois, in its sole
discretion, deems necessary or desirable to effectuate the release
of the
Purchasers’ Encumbrances to the extent related to the Assigned
Intellectual Property Rights and all proceeds thereof and complete
the
transactions under the IPAA.
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4.
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Unless
otherwise defined herein or by reference to the IPAA, terms used
in this
Agreement and defined in the Security Agreement shall have the definitions
set forth in the Security Agreement.
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5.
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This
Consent and Acknowledgement may be delivered as a fax copy or a photocopy
and each fax or photocopy shall be deemed an original.
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6.
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This
Consent and Acknowledgement may be executed in counterpart copies
and the
counterparts shall together be deemed one document.
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7.
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In
all other respects the Security Agreement remains in full force and
effect.
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In
witness whereof,
the
parties hereto have caused this Consent and Authorization to be duly executed
by
their respective authorized signatories as of the date first indicated
above.
BIOPHAN
TECHNOLOGIES,
INC.
By:
/s/
Xxxx X.
Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Chief Executive Officer
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOR PURCHASERS FOLLOW]
IN
WITNESS WHEREOF, the undersigned have caused this Consent and Authorization
to
be duly executed by their respective authorized signatories as of the date
first
indicated above.
Name
of
Investing Entity:
BridgePointe Master Fund
Ltd.
Signature
of Authorized Signatory of Investing Entity: /s/
Xxxx
Xxxxxx
Name
of
Authorized Signatory: Xxxx
Xxxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
CAMOFI Master
LDC
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxxxx X.
Xxxx
Name
of
Authorized Signatory:
Xxxxxxx X.
Xxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Castlerigg Master Investments
Ltd.
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxxxx X.
Xxxxx
Name
of
Authorized Signatory:
Xxxxxxx X.
Xxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Cranshire Capital
LP
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxxxxx X.
Xxxxx
Name
of
Authorized Signatory:
Xxxxxxxx X.
Xxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Crescent International
Ltd.
Signature
of Authorized Signatory of Investing Entity:
/s/
Maxi
Brezzi
Name
of
Authorized Signatory:
Maxi
Brezzi
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Harborview Master
Fund
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxxx Xxx
Xxxxxx
Name
of
Authorized Signatory:
Xxxxxx Xxx
Xxxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Highbridge International
LLC
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxx
Chill
Name
of
Authorized Signatory:
Xxxx
Chill
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Iroquois Master Fund
Ltd.
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxxx
Xxxxxxxxx
Name
of
Authorized Signatory:
Xxxxxx
Xxxxxxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity:
Name
of
Investing Entity:
Xxxxxxxx Investment Master Fund Ltd.
Signature
of Authorized Signatory of Investing Entity:
/s/
Xxxxx
Xxxxxxxxx
Name
of
Authorized Signatory:
Xxxxx
Xxxxxxxxx
Title
of
Authorized Signatory:
Email
Address of Authorized Entity: