tbuff_ex103.htm


Exhibit 10.1


 



RELEASE OF SECURITY INTEREST IN INTELLECTUAL PROPERTY







THIS RELEASE OF SECURITY INTEREST IN INTELLECTUAL PROPERTY (this “Release”) is made as of the 5th day of February, 2016, by SWK FUNDING LLC, a Delaware limited liability company (“Assignor”) in favor of TRIBUTE PHARMACEUTICALS CANADA, INC., TRIBUTE PHARMACEUTICALS US INC., and TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC. (collectively, “Assignee”), and.







WHEREAS, pursuant to the terms and conditions of that certain Security Agreement dated as of August 8, 2013 by and between Assignee and Assignor (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”; capitalized terms used herein without definition shall have the meanings set forth in the Security Agreement), Assignee granted, and/or reaffirmed its prior grant, pursuant to the loan agreement, to Assignor, for its benefit and the benefit of the Lenders, among other things, a continuing security interest in Assignee’s entire right, title and interest in and to any and all patents and trademarks located in the United States owned by Assignee including, but not limited to, those patents and trademarks listed on Exhibit A attached hereto (the “Released Intellectual Property”); and







WHEREAS, Assignor has agreed to release its security interest in the Released Intellectual Property.







NOW, THEREFORE, for valuable consideration and pursuant to the terms and conditions set forth in the Agreements:







Assignor hereby terminates and releases its security interest in the Released Intellectual Property, and Assignor hereby assigns and transfers to Assignee, without any representation, warranty, or recourse whatsoever, Assignor’s entire right, title, and interest in and to the Released Intellectual Property, effective as of the date set forth above.







Assignor hereby agrees to execute such further instruments and documents and perform such further acts as Assignee may deem necessary to secure to Assignee the rights herein conveyed.


 




	 	ASSIGNOR:	 
	 	 	 	 
	 	SWK FUNDING LLC, a limited liability company, as Agent	 
	 	 	 
	 	By: SWK Holdings Corporation, its sole Manager	 
	 	 	 	 
	 	
By: 

	/s/ Winston Black	 
	 	 	Name: Winston Black	 
	 	 	Title: CEO	 
	 	 	 	 







 




  





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EXHIBIT A







Released Intellectual Property







Patents








	
Description

	 	
Application Number

	 	
Registration Number

	 	
Notes on Ownership


	
Treatment of Cystitis Like Systoms with Chondroitin Sulfate Following Administration of a Challenge Solution

	 	  	 	
6,083,933


(07/04/2000)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


Security Interest


SWK FUNDING LLC


Reel/Frame: 030988/0171


Recorded: 08/08/2013


 


	
Cystitis Treatment with High Dose Chondroitin Sulfate

	 	  	 	
7,772,210


(08/10/2010)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


Security Interest


SWK FUNDING LLC


Reel/Frame: 030988/0171


Recorded: 08/08/2013


 


	
Systitis Treatment with High Dose Chondroitin Sulfate

	 	  	 	
8,084,441


(12/27/2011)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


Security Interest


SWK FUNDING LLC


Reel/Frame: 030988/0171


Recorded: 08/08/2013


 


	
Systitis Treatment with High Dose Chondroitin Sulfate

	 	  	 	
8,334,276


(12/18/2012)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


Security Interest


SWK FUNDING LLC


Reel/Frame: 030988/0171


Recorded: 08/08/2013


 


	
Systitis Treatment with High Dose Chondroitin Sulfate

	 	  	 	
8,778,908


(07/15/2014)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


First Security Interest


SWK FUNDING LLC


Reel/Frame: 030988/0171


Recorded: 08/08/2013


Second Security Interest


SWK FUNDING LLC


Reel/Frame: 034102/0715


Recorded: 11/04/2014


 


	
Methods of Use of Fenofibric Acid

	 	  	 	
7,569,612


(08/04/2009)

	 	
Owner


TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC.


	
Methods of Use of Fenofibric Acid

	 	  	 	
7,741,373


(06/22/2010)

	 	
Owner


TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC.


	
Methods of Use of Fenofibric Acid

	 	  	 	
7,741,374


(06/22/2010)

	 	
Owner


TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC.


	
Methods of Use of Fenofibric Acid

	 	  	 	
7,915,247


(03/29/2011)

	 	
Owner


TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC.







 




  





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Trademarks








	
Description

	 	
Serial Number

	 	
Registration Number

	 	
Notes on Ownership


	
TRIBUTE PHARMACEUTICALS

	 	
86/006,574


(07/10/2013)

	 	  	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


First Security Interest


SWK FUNDING LLC


Reel/Frame: 5087/0877


Recorded: 08/08/2013


Second Security Interest


SWK FUNDING LLC


Reel/Frame: 5092/0624 Recorded: 08/16/2013


 


Third Security Interest


SWK FUNDING LLC


Reel/Frame: 5394/0163 Recorded: 11/04/2014


 


	
TRIBUTE PHARMACEUTICALS

	 	
86/006,569


(07/10/2013)

	 	  	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


First Security Interest


SWK FUNDING LLC


Reel/Frame: 5087/0877


Recorded: 08/08/2013


Second Security Interest


SWK FUNDING LLC


Reel/Frame: 5092/0624 Recorded: 08/16/2013


 


Third Security Interest


SWK FUNDING LLC


Reel/Frame: 5394/0163 Recorded: 11/04/2014


 


	
FIBRICOR

	 	  	 	
3,729,598


(12/22/2009)

	 	
Owner


TRIBUTE PHARMACEUTICALS INTERNATIONAL, INC.


	
URACYST

	 	  	 	
2,677,199


(01/21/2003)

	 	
Owner


TRIBUTE PHARMACEUTICALS CANADA, INC.


First Security Interest


SWK FUNDING LLC


Reel/Frame: 5087/0877


Recorded: 08/08/2013


Second Security Interest


SWK FUNDING LLC


Reel/Frame: 5092/0624 Recorded: 08/16/2013


 



















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