|
|
|
|
Document Preview Patent and Trademark Security Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Patent and Trademark Security Agreement |
|||
|
Entities: |
||||
|
Date: |
2002 |
|||
|
Size: |
Preview shows 4KB of 23KB total |
|||
|
Price: |
$36 |
|||
|
ID: |
#1244121 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
PATENT AND TRADEMARK SECURITY AGREEMENT
---------------------------------------
THIS PATENT AND TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated
as of March 31, 2001, is made by and among XCEL PHARMACEUTICALS, INC., a
Delaware corporation ("Debtor") and ELAN PHARMA INTERNATIONAL LIMITED, a
corporation organized under the laws of the Republic of Ireland (together with
its successors and assigns, called the "Lender").
Debtor and Lender hereby agree as follows:
SECTION 1 Definitions; Interpretation.
---------------------------
(a) Terms Defined in Security Agreement. All capitalized terms used in
-----------------------------------
this Agreement and not otherwise defined herein shall have the meanings assigned
to them in the Security Agreement.
(b) Certain Defined Terms. As used in this Agreement, the following
---------------------
terms shall have the following meanings:
"Collateral" has the meaning set forth in Section 2.
----------
"PTO" means the United States Patent and Trademark Office.
---
"Security Agreement" means the Security Agreement dated as of March 31,
------------------
2001 between Debtor and Lender.
(c) Terms Defined in UCC. Where applicable and except as otherwise
--------------------
defined herein, terms used in this Agreement shall have the meanings assigned to
them in the UCC.
(d) Interpretation. The rules of interpretation applicable to the
--------------
Security Agreement shall also be applicable to this Agreement and are
incorporated herein by this reference.
SECTION 2 Security Interest.
-----------------
(a) Grant of Security Interest. As security for the payment and
--------------------------
performance of the Obligations, Debtor hereby assigns, transfers and conveys to
Lender and grants a security interest in and mortgage to Lender, all of Debtor's
right, title and interest in, to and under the following property, in each case
whether now or hereafter existing or arising or in which Debtor now has or
hereafter owns, acquires or develops an interest and wherever located
(collectively, the "Collateral") to the extent the same constitute Purchased
Assets or constitute any improvements, modifications, and know-how and negative
know-how related to or derived from such Purchased Assets:
(i) all patents and patent applications, domestic or foreign, all
licenses relating to any of the foregoing and all income and royalties with
respect to any licenses (including such patents and patent applications as
described in Schedule A), all rights to sue for past, present or future
----------
infringement thereof, all rights arising therefrom and pertaining thereto and
all reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof;
1.
<PAGE>
(ii) all state (including common law), federal and foreign
trademarks, service marks and trade names, and applications for registration of
such trademarks, service marks and trade names, all licenses relating to any of
the foregoing and all income and royalties with respect to any licenses
(including such marks, names and applications as described in Schedule B),
----------
whether registered or unregistered and wherever registered, all rights to sue
for past, present or future infringement or unconsented use thereof, all rights
arising therefrom and pertaining thereto and all reissues, extensions and
renewals thereof, together with all goodwill associated with or related to the
foregoing;
|
End of Preview |
Home Intelligence Services Subscriptions News About Us