Patent Security Agreement



 EXHIBIT 10.4 
 PATENT SECURITY AGREEMENT 
 THIS PATENT SECURITY AGREEMENT (the “Agreement”) made as
of this 20th day of March, 2006, by CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation (“Grantor”) in favor of Promethean Asset Management L.L.C., on its own behalf and in its capacity as collateral agent (together with
its successors and assigns in such capacity, the “Grantee”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the
“Lenders”): 
 WITNESSETH 
 WHEREAS, on March 20, 2006, Lenders made loans and certain other financial accommodations (collectively, the “Loans”) to Grantor, as evidenced by those certain Senior Secured Notes, dated
as of the date hereof, made by Grantor payable to Lenders in the original aggregate principal amount of $20,000,000 (such notes, together with any promissory notes or other securities issued in exchange or substitution therefor or replacement
thereof, and as any of the same may be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Notes”). 
 WHEREAS, the Notes are being acquired by Lenders pursuant to a Securities Purchase Agreement with Borrower dated as of March 20, 2006 (as
same may be amended, restated, modified or supplemented and in effect from time to time, the “Purchase Agreement”) 
 WHEREAS, pursuant to a Security Agreement dated as of March 20, 2006 (as same may be amended, restated, modified or supplemented and in effect from time to time, the “Security Agreement”) among Grantor, the
other “Debtors” from time to time party thereto and Grantee, Grantor has granted to Grantee, for the benefit of Lenders, a security interest in substantially all of the assets of Grantor including all right, title and interest of Grantor
in, to and under all now owned and hereafter acquired Patents (as defined in the Security Agreement), and all products and proceeds thereof; 
 NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Grantor agrees as follows: 
 1. Incorporation of the Notes, Purchase Agreement and Security Agreement. The Notes, the Purchase Agreement and Security Agreement and the terms
and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Security Agreement. 
 2. Grant and Reaffirmation of Grant of Security Interests. To secure the payment and performance of the Liabilities, Grantor hereby grants to
Grantee, for its benefit and the benefit of Lenders, and hereby reaffirms its prior grant pursuant to the Security Agreement of, a continuing security interest in Grantor’s entire right, title and interest in and to the following (all of the
following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing and hereafter created, acquired or arising: 
 (i) each Patent and application for Patent listed on Schedule 1 annexed hereto, together with any reissues, continuations or extensions
thereof; and 







 (ii) all products and proceeds of the foregoing, including, without limitation, any claim
by Grantor against third parties for past, present or future infringement of any Patent. 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, Grantor has duly executed this Agreement as of the date first written above.

  

			
	CARDIOVASCULAR BIOTHERAPEUTICS, INC.
		
	By:	 	 /s/ Mickael A. Flaa

	 Its:
	 	 Chief Financial Officer










 Agreed and Accepted 
 As of
the Date First Written Above 
  

			
	PROMETHEAN ASSET MANAGEMENT L.L.C.,
	 as Collateral Agent

		
	 By:
	 	 /s/ Robert J. Brantman

	 Its:
	 	 Partner and Authorized Signatory









 SCHEDULE 1 
 U.S. Patents 
  

							
	 HOLDER
	  	 PATENT
	  	 PATENT
 NUMBER
	  	 ISSUE DATE

	CardioVascular BioTherapeutics, Inc./ Phage Biotechnology Corporation	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	6,268,178	  	July 31, 2001
				
	CardioVascular BioTherapeutics, Inc./ Phage Biotechnology Corporation	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	6,794,162	  	September 21, 2004
				
	CardioVascular BioTherapeutics, Inc./ Phage Biotechnology Corporation	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	6,773,899	  	August 10, 2004
				
	CardioVascular BioTherapeutics, Inc./ Phage Biotechnology Corporation	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	6,642,026	  	November 4, 2003

  

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 Foreign Patents 
  

									
	 HOLDER
	  	COUNTRY	  	 PATENT
	  	PATENT
NUMBER	  	 ISSUE DATE

	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Austria	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Belgium	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Switzerland	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Germany	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	EP	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005

  

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	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	France	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	United
Kingdom	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Ireland	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Liechtenstein	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	1180153	  	April 13, 2005

  

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 U.S. Patent Applications 
  

							
	 HOLDER
	  	 PATENT
	  	APPLICATION
NUMBER	 	 APPLICATION DATE

	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	10/649,480	 	August 27, 2003

 Foreign Patent Applications 
  

									
	 HOLDER
	  	COUNTRY	  	 PATENT
	  	APPLICATION
NUMBER	  	 APPLICATION DATE

	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Japan	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	2000 620108	  	May 24, 2000
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Australia	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	2001 284914	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Canada	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	2419203	  	August 15, 2001

  

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	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Europe	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	01964014.3	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Japan	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	2002-519596	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Korea	  	Phage-Dependent Super-Production Of Biologically Active Protein And Peptides	  	2003-7002240	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Australia	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	2001 288256	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Canada	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	2419338	  	August 15, 2001

  

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	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Europe	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	01967977.8	  	August 15, 2001
					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Japan	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	2002-519599	  	 August 15, 2001

					
	CardioVascular BioTherapeutics, Inc./Phage Biotechnology Corporation	  	Korea	  	Method of Producing Biologically Active Human Acidic Fibroblast Growth Factor and its Use in Promoting Angiogenesis	  	2003-7002239	  	 August 15, 2001


 Patent Licenses 
  

							
	 LICENSED
 PATENTS
	  	 NAME OF AGREEMENT
	  	 PARTIES
	  	 DATE OF AGREEMENT

	None

  

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 2443398 
 031506 

2444654 
 031506 
 2460753 
 032006 
  

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