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Document Preview Collateral Assignment of Trademarks, Trademark Applications, Patents and Patent Applications |
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Title: |
Collateral Assignment of Trademarks, Trademark Applications, Patents and Patent Applications |
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Date: |
2002 |
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Size: |
13KB total |
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Price: |
$41 |
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ID: |
#282989 |
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COLLATERAL ASSIGNMENT OF
TRADEMARKS, TRADEMARK APPLICATIONS,
PATENTS AND PATENT APPLICATIONS
THIS COLLATERAL ASSIGNMENT OF TRADEMARKS, TRADEMARK APPLICATIONS, PATENTS AND PATENT APPLICATIONS is made as of December 7, 2001 by and among HAUSER, INC., a Delaware corporation, HAUSER TECHNICAL SERVICES, INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, (each, an Assignor and collectively, the Assignors), and Wells Fargo Bank, National Association (the Assignee).
W I T N E S S E T H:
WHEREAS, Assignors are the owners of certain trademarks, trademark applications, patents and patent applications listed in Exhibit A attached to this document; and
WHEREAS, Assignors and Assignee have entered into that certain Amended and Restated Credit Agreement dated as of December 7, 2001 (as from time to time amended, modified or supplemented, the Credit Agreement), pursuant to which, upon the satisfaction by the Assignors of the terms and conditions contained therein, Assignee will make loans to Assignors; and
WHEREAS, pursuant to the Credit Agreement, Assignors have agreed to grant Assignee a security interest in all of their right, title and interest in and to the trademarks, trademark applications, patents and patent applications described in Exhibit A, and in and to the goodwill symbolized by such trademarks (the Goodwill), as collateral security for the Obligations as defined in the Credit Agreement; and
WHEREAS, except as noted on Exhibit A attached to this document, Assignors are the owners of the entire right, title and interest in the trademarks, trademark applications, patents and patent applications being assigned hereby.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Assignors hereby:
1. Assign, pledge and grant to Assignee, as security for the Obligations, a security interest in and to the trademarks, trademark applications, patents and patent applications listed in Exhibit A attached to this document, and to the Goodwill, and a security interest in and to all trademarks, trademark applications, Goodwill, patents and patent applications acquired by Assignors after the date hereof.
2. Authorize and request the Commissioner of Patents and Trademarks of the United States of America and the empowered officials of all other governments to note in the record the existence of the security interest granted hereunder with respect to each of the trademarks, trademark applications, patents and patent applications listed in Exhibit A attached to this document, and to the Goodwill, and to all trademarks, trademark applications, Goodwill, patents and patent applications acquired by Assignors after the date hereof.
3. Acknowledge that notices and other communications shall be in writing and given as provided in Section 9.01 of the Credit Agreement. Communications and notices to any Assignor shall be given to it at its address set forth in Exhibit B attached to this document.
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