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$32	Preview Subscribers	2002	Grant of Security Interest (Patents) Grant of Security Interest (Patents) (7K) Doc #247418: Click preview link for longer preview. GRANT OF SECURITY INTEREST (PATENTS) THIS GRANT OF SECURITY INTEREST (PATENTS), DATED AS OF NOVEMBER 19, 2001, BY AND BETWEEN CRONOS EQUIPMENT (BERMUDA) LIMITED, A COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE ISLANDS OF BERMUDA ("ASSIGNOR"), AND FORTIS BANK (NEDERLAND) N.V. (F/K/A MEESPIERSON N.V.), A NAAMLOZE VENNOOTSCHAP ("ASSIGNEE"). W I T N E S S E T H: WHEREAS, pursuant to that certain Collateral Agreement, dated as of November 16, 2001 (as the same may be amended, modified, supplemented, or restated from time to time, the "Collateral Agreement) by and between Assignor, Cronos Finance (Bermuda) Limited, a company organized and existing under the laws of the islands of Bermuda ("CFL"), and Assignee, Assignor has granted to Assignee a security interest in all of Assignor's right, title and interest, whether presently existing or hereinafter arising or acquired, in, to and under all of the "Intellectual Property," as defined in the Collateral Agreement; and WHEREAS, Assignee has agreed to extend credit to and for the benefit of CFL on the condition, among others, that Assignor grant a security interest in and to, and assign for security purposes (and not as an absolute assignment) in favor of and to Assignee, all of Assignor's right, title, and interest in and to the Intellectual Property to secure payment and performance of the "Secured Obligations" (as such term is defined in the Collateral Agreement). NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, as collateral security for the prompt and complete payment and performance when due of the Secured Obligations, Assignor hereby represents, warrants, covenants and agrees as follows: 247418	Cronos Group Cronos Group ( Rental & Leasing )
$35	Preview Subscribers	2001	Grant of Security Interest Grant of Security Interest (28K) Doc #298770: Click preview link for longer preview. GRANT OF SECURITY INTEREST (TRADEMARKS, COPYRIGHTS, PATENTS AND LICENSES) ------- GRANT OF SECURITY INTEREST ("Agreement"), dated December [26], 2000, by CYTOMEDIX, INC., a Delaware corporation (the "Grantor"), in favor of TSENVI, LLC, a Delaware limited liability company, as collateral agent under the terms hereof and in accordance with the Security Agreement referenced below ("Grantee"). WHEREAS, Grantor and Grantee are parties to a Security Agreement, dated as of the date hereof ("Security Agreement"), pursuant to which Grantee is acting as the collateral agent for the benefit of TSENVI, LLC, a Delaware limited liability company, Bel-Cap Delaware Investments, LLC, a Delaware limited liability company, Bristol Investment Fund, Ltd., Curative Health Services, Inc. (collectively, the "Lenders"); and WHEREAS, terms which are capitalized but undefined herein shall have the meanings herein ascribed thereto in the Security Agreement; and WHEREAS, the Grantor owns the trademarks (including service marks), trademark applications, trademark registrations and trade names listed on SCHEDULE 1 hereto, along with any and all (i) renewals thereof, (ii) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) rights to sue for past, present and future infringements thereof, and (iv) rights corresponding to all of the foregoing throughout the world (all of the foregoing trademarks (including service marks), trademark applications, trademark registrations, trade names, fictitious names, service marks, together with the items described in the foregoing clauses (i) through (iv), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); and WHEREAS, the Grantor owns the copyrights, copyright applications and copyright registrations listed on SCHEDULE 2 hereto, along with any and all (i) renewals thereof, (ii) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) rights to sue for past, present and future infringements thereof, and (iv) rights corresponding to all of the foregoing throughout the world (all of the foregoing copyrights and applications, together with the items described in the foregoing clauses (i) through (iv), are sometimes hereinafter individually and/or collectively referred to as the "Copyrights"); and WHEREAS, the Grantor owns the patents, patent registrations and patent applications listed on SCHEDULE 3 hereto, along with any and all (i) renewals thereof, (ii) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, (iii) rights to sue for past, present and future infringements thereof, and (iv) rights corresponding to all of the foregoing throughout the world (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i) through (iv), are sometimes hereinafter individually and/or collectively referred to as the "Patents"); and WHEREAS, the Grantor is a party to certain license agreements with third parties whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on SCHEDULE 4 hereto, along with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past or future breaches or infringements thereof, (iii) rights to sue for past, present and future breaches or infringements thereof, (iv) rights to sell, prepare for sale or rental, sell, rent, and advertise for sale or rental, all inventory now or hereafter owned by the Grantor and now or hereafter covered by such licenses, and (v) rights corresponding to all of the foregoing (all of the foregoing licenses together with the items described in the foregoing {PAGE} clauses (i) through (v) are sometimes hereinafter individually and/or collectively referred to as the "Licenses"); and WHEREAS, the Grantor has agreed to grant to the Grantee (ratably for the benefit of the Lenders), a first priority security interest (subject only to Permitted Liens) in substantially all of its assets to secure the payment of obligations owing by Grantor to Lenders, in a form which may be recorded with the United States Patent and Trademark Office against all existing and future applications to register and registrations of the Trademarks; and WHEREAS, the Grantor has mortgaged, pledged and granted to the Grantee (ratably for the benefit of the Lenders) a lien on and security interest in all right, title and interest of the Grantor in, to and under all of the Trademarks, Copyrights, Patents and Licenses, together with any reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, and all products and proceeds thereof, and the goodwill of the business in connection therewith including, without limitation, any and all causes of action which may exist by reason of infringement thereof for the full term of the Trademarks, Copyrights, Patents and Licenses. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, to secure all of Grantor's obligations to the Grantee and the Lenders, the Grantor does hereby mortgage, pledge and grant to the Grantee (ratably for the benefit of the Lenders) a lien on and security interest in all of the Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter arising or acquired: i. each Trademark, each registration of the Trademarks and each application for registration of Trademarks owned by the Grantor, including, without limitation, each Trademark referred to in SCHEDULE 1 hereto; ii. each Copyright and application for registration of Copyrights owned by the Grantor, including, without limitation, each Copyright and Copyright application referred to in SCHEDULE 2 hereto; iii. each Patent and application for registration of Patents owned by the Grantor, including, without limitation, each Patent and Patent application referred to in SCHEDULE 3 hereto; iv. each interest in a License, including, without limitation, each License listed in SCHEDULE 4 hereto; v. all products and proceeds of the foregoing, including, without limitation, any claim by the Grantor against third parties for past, present or future infringement or breach of any Trademark, Copyright, Patent or License; vi. all unregistered Trademarks and Copyrights owned by the Grantor, each such Trademark set forth in SCHEDULE 1 hereto, and all future applications to register and registrations of the Trademarks; vii. the entire goodwill of the Grantor's business connected with the use of and symbolized by the Trademarks, Copyrights, Patents and Licenses; and viii. all trade styles, trade dress, copyrights and other intellectual property owned by Grantee and used in connection with the Trademarks. * * * THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE {PAGE} OF ILLINOIS. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, THE GRANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN CHICAGO, STATE OF ILLINOIS. EACH OF THE GRANTOR AND THE GRANTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE GRANTOR WAIVES ANY OBJECTION WHICH THE GRANTOR MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO ANY SUIT OR PROCEEDING INSTITUTED BY THE GRANTEE UNDER THIS AGREEMENT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN CHICAGO, STATE OF ILLINOIS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE GRANTEE TO BRING ANY ACTION OR PROCEEDING AGAINST THE GRANTOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH HAS JURISDICTION OVER THE GRANTOR OR ITS PROPERTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS TO ADVANCE CREDIT TO THE GRANTOR. [SIGNATURES ON NEXT PAGE] {PAGE} IN WITNESS WHEREOF, the Grantor has caused this Grant of Security Interest to be executed and sealed in its corporate name by its duly authorized corporate officer as of the date first above written. CYTOMEDIX, INC, a Delaware corporation By: /s/ Christopher J. Caywood ---------------------------------------------- Name: Christopher J. Caywood ----------------------------------- Title: Vice President ---------------------------------- ILLINOIS ---------------- ) LAKE ) SS: ---------------- ) The foregoing instrument was acknowledged before me this _____ day of __________________, 2000 by Christopher Caywood, as OFFICER of CYTOMEDIX, a DEL corporation, on behalf of the corporation. He/she is personally known to me or has produced a driver's license as identification and did (did not) take an oath. /s/ Patricia A. Micek 298770	Curative Health Curative Health Services, Inc. ( Healthcare Facilities ) As referenced in this Grant of Security Interest: Curative Health Services, – benefit of TSENVI, LLC, a Delaware limited liability company, Bel-Cap Delaware Investments, LLC, a Delaware limited liability company, Bristol Investment Fund, Ltd., Curative Health Services, Inc. (collectively, the "Lenders"); and WHEREAS, terms which are capitalized but undefined herein shall have the meanings herein ascribed thereto in the _____________ dt 264568 ;	Cytomedix Cytomedix, Inc. ( Commercial Physical & Biological Research ) As referenced in this Grant of Security Interest: CYTOMEDIX, – 10.30 {TEXT} {PAGE} GRANT OF SECURITY INTEREST (TRADEMARKS, COPYRIGHTS, PATENTS AND LICENSES) ------- GRANT OF SECURITY INTEREST ("Agreement"), dated December [26], 2000, by CYTOMEDIX, INC., a Delaware corporation (the "Grantor"), in favor of TSENVI, LLC, a Delaware limited liability company, as collateral agent under the terms _____________ CYTOMEDIX, – Interest to be executed and sealed in its corporate name by its duly authorized corporate officer as of the date first above written. CYTOMEDIX, INC, a Delaware corporation By: /s/ Christopher J. Caywood ---------------------------------------------- Name: Christopher J. Caywood ----------------------------------- Title: Vice President ---------------------------------- ILLINOIS ---------------- ) LAKE ) SS: ---------------- ) The foregoing instrument _____________ CYTOMEDIX, – President ---------------------------------- ILLINOIS ---------------- ) LAKE ) SS: ---------------- ) The foregoing instrument was acknowledged before me this _____ day of __________________, 2000 by Christopher Caywood, as OFFICER of CYTOMEDIX, a DEL corporation, on behalf of the corporation. He/she is personally known to me or has produced a driver's license _____________ Cytomedix – 75/507,345 6/23/98 Autolo-Gel US 75/759,746 7/26/99 Autolo US 75/759,747 7/26/99 Cytomedix PENDING U.S. TRADEMARK APPLICATIONS MARK SERIAL NO. FILING DATE ---- ---------- ----------- {PAGE} FOREIGN TRADEMARK REGISTRATIONS AND PENDING APPLICATIONS REGISTERED FOREIGN TRADEMARKS MARK REG. _____________ dt 263405