PATENT AGREEMENT
THIS PATENT SECURITY AGREEMENT, is made as of
September 25,1996 (as amended, supplemented, amended and restated or otherwise
modified from time to time, this "Agreement"), by NIEMAND INDUSTRIES, INC., a
Delaware corporation, (the "Grantor"), in favor of ▇▇▇▇▇▇ TRUST AND SAVINGS
BANK, as agent (the "Agent");
W I T N E S S E T H :
WHEREAS, the Grantor and others have entered into a Credit Agreement
dated as of September 25, 1996 (as the same may be amended, modified,
supplemented, restated or replaced from time to time, the "Credit Agreement";
terms used herein and not otherwise defined herein are used herein as defined in
the Credit Agreement), among the Grantor, various financial institutions from
time to time party thereto and the Agent;
WHEREAS, in connection with the Credit Agreement, the Grantor has
executed and delivered a Security Agreement, dated as of the date hereof
(together with all amendments and other modifications, if any, from time to time
thereafter made thereto, the "Security Agreement"); and
WHEREAS, as a condition precedent to extending credit under the Credit
Agreement, the Grantor is required to execute and deliver this Agreement and to
grant to the Agent a continuing security interest in all of the Patent
Collateral (as defined below) to secure the Liabilities.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Grantor agrees, for the benefit of the Agent,
as follows:
SECTION I. Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Security Agreement.
SECTION II. Grant of Security Interest
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, to secure the due and punctual performance and payment of
all Liabilities, the Grantor does hereby mortgage, pledge and hypothecate to the
Agent, and grant to the Agent a security interest in, all of the following
property (the "Patent Collateral"), whether now owned or hereafter acquired or
existing: All foreign and United States patents and applications for patents,
including, without limitation, those listed on
Attachment 1 hereto and any and all applications for, reissues, divisions,
continuations, renewals, extensions, and continuations-in-part thereof, the
right to ▇▇▇ for past, present and future infringements thereof, all rights
corresponding thereto throughout the world, and all proceeds of the foregoing,
including, without limitation, license royalties, and proceeds of infringement
suits.
SECTION III. Security Agreement. This Agreement
has been executed and delivered by the Grantor for the purpose of registering
the security interest of the Agent in the Patent Collateral with the United
States Patent and Trademark Office and corresponding offices in other countries
of the world. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Agent under the Security Agreement. The Security Agreement (and all rights and
remedies of the Agent thereunder) shall remain in full force and effect in
accordance with its terms.
SECTION IV. Release of Security Interest. Upon payment in full
of all Liabilities, the Agent shall, at the Grantor's expense, execute and
deliver to the Grantor all instruments and other documents as may be necessary
or proper to release the lien on and security interest in the Patent
Collateral which has been granted hereunder.
SECTION V. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Agent with respect to the
security interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which (including
the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.
SECTION VI. Loan Document, etc. This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Credit Agreement.
SECTION VII. Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.
NIEMAND INDUSTRIES INC.
By: _/s/ W E Rose
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Agent
By: _/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ATTACHMENT 1
to
AGREEMENT
(Patent)
Item A. Patents
Registered Patents
Country Patent Registration No. Registration Date
United States High temperature 4,608,107 August 26, 1986
probe ▇▇▇▇▇ cover
United States Power drum 4,674,520 June 23, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Disposable medicine 5,282,789 February 1, 1994
applicator
Pending Patent Applications
Country Patent Serial No. Filing Date
NONE
Patent Applications in Preparation
Expected
Products/
Country Patent Docket No. Filing Date Services
NONE
Item B. Patent Licenses
Country or Effective Expiration
Territory Patent Licensor Licensee Date Date
NONE