0001144204-08-053971 Sample Contracts

Contract
Agreement • September 22nd, 2008 • Forticell BioScience, Inc. • Surgical & medical instruments & apparatus

AGREEMENT entered into this 22nd day of September, 2008 by and between Paul Royalty Fund, L.P. (the "Seller") and Forticell Bioscience, Inc. (the "Company").

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PATENT SECURITY AGREEMENT
Patent Security Agreement • September 22nd, 2008 • Forticell BioScience, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Grantor and Paul Royalty Fund, L.P., a Delaware limited partnership ("Grantee"), are parties to an Agreement dated as of September 22, 2008 (the "Sale Agreement"), pursuant to which, among other things, Grantee is selling, assigning, transferring and conveying to Grantor, and Grantor is purchasing from Grantee, all of Grantee's Securities (as defined in the Sale Agreement);

SECURITY AGREEMENT Dated as of September 22, 2008 between FORTICELL BIOSCIENCE, INC., as Grantor, and PAUL ROYALTY FUND, L.P., as Grantee
Security Agreement • September 22nd, 2008 • Forticell BioScience, Inc. • Surgical & medical instruments & apparatus • New York

SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Security Agreement"), is dated as of September 22, 2008 and entered into between FORTICELL BIOSCIENCE, INC., a Delaware corporation (the "Grantor"), and PAUL ROYALTY FUND, L.P., a Delaware limited partnership (the "Grantee").

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