Intellectual Property Security Agreement, dated April 30, 2010



  
 Execution Copy

 Exhibit 10.32 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This INTELLECTUAL PROPERTY
SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2010, is made by PACIRA PHARMACEUTICALS, INC., a California corporation (“Grantor”), in favor of GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, in its capacity as agent (in such capacity, together with any successors, endorsees and assigns, the “Agent”) for itself and the lenders from time to time party to the Loan Agreement
hereinafter defined (collectively, the “Lenders”). 
 W I T N E S
S E T H: 
 WHEREAS, Grantor, Agent and Lenders are parties to the Loan and Security
Agreement, dated as of the date hereof (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Lenders have agreed to provide to Grantor certain
loans and other extensions of credit in accordance with the terms and conditions thereof; and 
 WHEREAS, pursuant to the
Loan Agreement, Grantor is required to execute and deliver this Agreement. 
 NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and to induce Agent and Lenders to enter into the Loan Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees with the Agent as follows: 

Section 1.    Defined Terms. Capitalized terms used herein without definition are used as defined in the
Loan Agreement. 
 Section 2.    Grant of Security Interest in Intellectual Property Collateral.
Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations hereby mortgages, pledges and hypothecates to Agent, for the benefit of itself
and Lenders, and grants to Agent, for the benefit of itself and Lenders, a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of Grantor (the “Intellectual Property
Collateral”): 
 (a)    all of its trade secrets and rights under any written agreement granting
any right to use trade secrets; 
 (b)    all of its copyrights and rights under any written agreement
granting any right to use copyrights, including, without limitation, those referred to on Schedule 1 hereto, together with all renewals, reversions and extensions of the foregoing; 

(c)    all of its trademarks and rights under any written agreement granting any right to use trademarks, including,
without limitation, those referred to on Schedule 2 hereto, together with all renewals, reversions and extensions of the foregoing; 







  

(d)    all goodwill of the business connected with the use of, and symbolized by, each such trademark covered by
clause (c) above; 
 (e)    all of its US patents and rights under any written agreement granting any
right to use US patents, including, without limitation, those owned by Grantor referred to on Schedule 3 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the
foregoing; 
 (f)    all of its US patent applications and rights under any written agreement granting any
right to use US patent applications, including, without limitation, those owned by Grantor referred to on Schedule 4 hereto, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and
extensions of the foregoing; 
 (g)    all of its PCT patent applications and rights under any written
agreement granting any right to use PCT patent applications, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; 

(h)    all of its foreign patents and patent applications, and rights under any written agreement granting any right
to use foreign patents and patent applications, together with all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; 

(i)    all applications, registrations, claims, products, awards, judgments, amendments, improvements and insurance
claims related thereto now or hereafter owned or licensed by Grantor, or any claims for damages by way of any past, present, or future infringement of any of the foregoing, together with all accessions and additions thereto, proceeds and products
thereof (including, without limitation, any proceeds resulting under insurance policies); provided, further, that the Intellectual Property Collateral shall include, without limitation, all cash, royalty fees, other proceeds, accounts and general
intangibles that consist of rights of payment to or on behalf of Grantor or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property Collateral by or on behalf of Grantor; and 

(j)    all income, royalties, proceeds and liabilities at any time due or payable or asserted under and with respect
to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof. 

Notwithstanding the foregoing the term “Intellectual Property Collateral” shall not include and shall exclude all Excluded Assets. 

Section 3.    Loan Agreement. The security interest granted pursuant to this Agreement is granted in
conjunction with, and is in no way limiting, the security interest granted to Agent, for the benefit of itself and Lenders, pursuant to the Loan Agreement, and Grantor hereby acknowledges and agrees that the rights and remedies of Agent and Lenders
with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions of each of which are incorporated by reference herein as if fully set
forth herein. 







  

Section 4.    Grantor Remains Liable. Grantor hereby agrees that, anything herein to the contrary
notwithstanding, Grantor shall retain full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their Intellectual Property subject to a security interest hereunder.

 Section 5.    Counterparts. This Agreement may be executed in any number of counterparts and
by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart. 
 Section 6.    Governing Law. This
Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 [Signature Pages Follow] 







  
 In witness whereof,
Grantor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 

 

			
	GRANTOR:
	
	PACIRA PHARMACEUTICALS, INC.
		
	 By:
	 	/s/ James Scibetta
	 Name:
	 	James Scibetta
	 Title:
	 	Chief Financial Officer









  
 ACCEPTED AND AGREED 

as of the date first above written: 
 GENERAL
ELECTRIC CAPITAL CORPORATION, 
 as Agent, 
  

			
	By:	 	/s/ R. Hanes Whiteley
	Name:	 	R. Hanes Whiteley
	Title:	 	Duly Authorized Signatory


  
 5 








  
 Schedule 1

 to 
 Intellectual Property Security Agreement 
 None. 







  
 Schedule 2

 to 
 Intellectual Property Security Agreement 
 US Trademarks –
Registered or Applications Pending 
  

																							
	 Mark
	  	Country	  	Class	  	App #	 	  	Filing Date	 	  	Reg #	 	  	Reg Date	 	  	 Status

	 DEPOBUPIVACAINE
	  	United States	  	5	  				  				  	 	3335843	  	  	 	11/13/07	  	  	Section 8 Affidavit due 11/13/13
	 DEPOCYT
	  	United States	  	5	  				  				  	 	2390316	  	  	 	09/26/00	  	  	 Renewal
 due
09/26/10

	 DEODUR
	  	United States	  	5	  				  				  	 	2983713	  	  	 	08/09/05	  	  	Section 8 Affidavit due 08/09/11
	 DEPODUR and design

[GRAPHIC APPEARS HERE]
	  	United States	  	5	  				  				  	 	3252733	  	  	 	06/19/07	  	  	Section 8 Affidavit due 06/19/13
	 DEPODUR and design

[GRAPHIC APPEARS HERE]
	  	United States	  	16	  				  				  	 	3127414	  	  	 	08/08/06	  	  	Section 8 Affidavit due 08/08/12
	 DEPOFOAM
	  	United States	  	5	  				  				  	 	3325579	  	  	 	10/30/07	  	  	Section 8 Affidavit due 10/30/13
	 DEPOFOAM
	  	United States	  	40, 42	  				  				  	 	2443719	  	  	 	04/17/01	  	  	Renewal due 04/17/11
	 PACIRA
	  	United States	  	5	  				  				  	 	3648129	  	  	 	06/30/09	  	  	Section 8 Affidavit due 06/30/15
	 PACIRA
	  	United States	  	42	  				  				  	 	3651782	  	  	 	07/07/09	  	  	Section 8 Affidavit due 07/07/15








  
 Schedule 3

 to 
 Intellectual Property Security Agreement 
 US Patents – Registered

  

																			
	 Method for Treating Neurological Disorders

	 UNITED STATES
	  	008001	  	PCIRA.006A	  	NEW	  	05/14/1993	  	08/062,799	  	10/03/1995	  	5,455,044	  	05/14/2013	  	ISSUED
	 UNITED STATES
	  	008002.DIV1	  	PCIRA.006DVI	  	DIV	  	06/07/1995	  	08/484,501	  	11/19/1996	  	5,576,018	  	11/19/2013	  	ISSUED
	
	 Uniform Spherical Multilamellar Liposomes of Defined and Adjustable Size Distribution

	 UNITED STATES
	  	009001	  	PCIRA.7CP1CP1	  	NEW	  	04/25/1990	  	07/514,665	  	12/22/1992	  	5,173,219	  	12/22/2009	  	ISSUED
	
	 Heterovesicular Liposomes (to 020001)

	 UNITED STATES
	  	016001	  	PCIRA.9CP1CP1	  	NEW	  	06/16/1993	  	08/078,701	  	06/06/1995	  	5,422,120	  	06/16/2013	  	ISSUED
	
	 Preparation of Multivesicular Liposomes for Controlled release of Biologically Active
Compounds

	 UNITED STATES
	  	019001	  	PCIRA.012A	  	NEW	  	09/13/1994	  	08/305,158	  	11/30/1999	  	5,993,850	  	11/30/2016	  	ISSUED
	
	 Heterovesicular Liposomes

	 UNITED STATES
	  	020001	  	PCIRA.9CPCPCP	  	CIP	  	02/23/1995	  	08/393,724	  	11/19/1996	  	5,576,017	  	06/06/2012	  	ISSUED
	
	 Epidural Administration of Therapeutic Compounds with Sustained Rate of Release

	 UNITED STATES
	  	021001	  	PCIRA.013A	  	NEW	  	07/14/1995	  	08/502,569	  	08/03/1999	  	5,931,809	  	07/14/2015	  	ISSUED
	 UNITED STATES
	  	021002	  	PCIRA.013C1	  	CON	  	09/16/1997	  	08/931,867	  	08/06/2002	  	6,428,529	  	07/14/2015	  	ISSUED
	
	 Multivesicular Liposomes for Controlled Release of Encapsulated Biologically Active
Substances

	 UNITED STATES
	  	022002.DIV1	  	PCIRA.5CPCDV1	  	DIV	  	03/20/1998	  	09/045,236	  	10/17/2000	  	6,132,766	  	11/16/2013	  	ISSUED
	
	 Multivesicular Liposomes for Controlled Release of Encapsulated Biologically Active
Substances

	 UNITED STATES
	  	023001	  	PCIRA.005CP2C1	  	R62	  	05/23/1997	  	08/862,589	  	06/16/1998	  	5,766,627	  	11/16/2013	  	ISSUED
	
	 Multivesicular Liposomes Having a Biologically Active Substance Encapsulated Therein in the Presence of a
Hydrochloride

	 UNITED STATES
	  	024001	  	PCIRA.8PPCPCCP	  	CIP	  	06/06/1995	  	08/473,019	  	09/15/1998	  	5,807,572	  	09/15/2015	  	ISSUED
	
	 Multivesicular Liposomes Having a Biologically Active Substance Encapsulated Therein in the Presence of a
Hydrochloride

	 UNITED STATES
	  	025001	  	PCIRA.8CPPCPCCP	  	CIP	  	06/06/1995	  	08/472,126	  	03/03/1998	  	5,723,147	  	03/03/2015	  	ISSUED
	
	 Cyclodextrin Liposomes Encapsulating Pharmacologic Compounds and Methods for Their Use

	 UNITED STATES
	  	027001	  	PCIRA.010NP	  	CIP	  	12/21/1995	  	08/535,256	  	06/02/1998	  	5,759,573	  	04/22/2014	  	ISSUED
	
	 Method for Producing Liposomes with Increased Percent of Compound Encapsulated

	 UNITED STATES
	  	030001	  	PCIRA.018A	  	NEW	  	10/01/1996	  	08/723,583	  	12/07/1999	  	5,997,899	  	10/01/2016	  	ISSUED
	 UNITED STATES
	  	030002.DIV1	  	PCIRA.018DV3	  	DIV	  	11/01/1999	  	09/431,525	  	01/09/2001	  	6,171,613	  	10/01/2016	  	ISSUED
	 UNITED STATES
	  	030003.DIV1	  	PCIRA.018DV1	  	DIV	  	11/01/1999	  	09/431,523	  	02/27/2001	  	6,193,998	  	10/01/2016	  	ISSUED
	 UNITED STATES
	  	030005.CON1	  	PCIRA.018C1	  	CON	  	12/06/1999	  	09/454,521	  	06/05/2001	  	6,241,999	  	16/01/2016	  	ISSUED
	
	 Method for Utilizing Neutral Lipids to Modify In Vivo Release from Multivesicular
Liposomes

	 UNITED STATES
	  	033001	  	PCIRA.021A	  	NEW	  	01/31/1997	  	08/792,566	  	04/06/1999	  	5,891,467	  	01/31/2017	  	ISSUED
	 UNITED STATES
	  	033002	  	PCIRA.021DV1	  	DIV	  	11/19/1997	  	08/974,296	  	10/05/1999	  	5,962,016	  	01/31/2017	  	ISSUED
	
	 Modulation of Drug Loading in Multivesicular Liposomes

	 UNITED STATES
	  	039001	  	PCIRA.015A	  	NEW	  	09/08/1997	  	08/925,532	  	08/22/2000	  	6,106,858	  	09/08/2017	  	ISSUED
	
	 Sustained Release Liposomal Anesthetic Compositions

	 UNITED STATES
	  	041US1	  	PCIRA.014A	  	FCA	  	09/18/1998	  	09/156,214	  	04/04/2000	  	6,045,824	  	09/18/2018	  	ISSUED
	
	 Biodegradable Compositions for the Controlled Release of Encapsulated Substances

	 UNITED STATES
	  	051001	  	PCIRA.020A	  	FCA	  	07/16/1999	  	09/356,218	  	08/21/2001	  	6,277,413	  	07/16/2019	  	ISSUED
	 UNITED STATES
	  	051002.DIV1	  	PCIRA.020DV1	  	DIV	  	05/17/2001	  	09/859,847	  	09/21/2004	  	6,793,938	  	08/14/2019	  	ISSUED








  
 Schedule 4

 to 
 Intellectual Property Security Agreement 
 US Patents: Pending

  

																			
	 Sustained Release Liposomal Anesthetic Compositions

	 UNITED STATES
	  	041002.CONWO	  	PCIRA.014C1	  	DCA	  	04/01/2005	  	11/097,756	  		  		  		  	PENDING
	
	 Production of Multivesicular Liposomes

	 UNITED STATES
	  	043002	  	PCIRA.019C1	  	FCA	  	02/25/2007	  	11/678,615	  		  		  		  	PENDING
	
	 Encapsulation of Nanosuspensions in Liposomes and Microspheres

	 UNITED STATES
	  	080001	  	PCIRA.017A	  	FCA	  	05/31/2002	  	10/161,969	  		  		  		  	PENDING
	
	 Process for Manufacturing Multivesicular Liposomes

	 UNITED STATES
	  	096PO1	  		  	NEW	  		  		  		  		  		  	PROPOSED
	
	Hyaluronidase As An Adjuvant For Increasing The Injection Volume And Dispersion Of Large Diameter Synthetic Membrane Vesicles Containing A Therapeutic
Agent
	 UNITED STATES
	  	032PR	  	PCIRA.032PR	  	PRO	  	05/29/2009	  	61/182367	  		  		  		  	PENDING