exv10w1





Exhibit
10.1




EXECUTION VERSION




PATENT SECURITY AGREEMENT




          This PATENT SECURITY AGREEMENT, dated as of April 28, 2010 (“Patent Security
Agreement”), made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the “Grantors”), is in favor of THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (in such capacity, the “Assignee”).




W
I T N E S S E
T H:




          WHEREAS, the Grantors are party to a Guarantee and Collateral Agreement dated as of April 28,
2010 (the “Guarantee and Collateral Agreement”) in favor of the Assignee pursuant to which
the Grantors are required to execute and deliver this Patent Security Agreement;




          NOW, THEREFORE, in consideration of the premises and to induce the initial Holders to purchase
the Notes, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured
Parties, as follows:




          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Guarantee and Collateral Agreement. For purposes of
this Patent Security Agreement, the term “Patents” shall mean, collectively, patents,
patent applications, certificates of inventions, industrial designs (whether established or
registered or recorded in the United States or any other country or any political subdivision
thereof), including, without limitation, each issued patent and patent application identified on
Schedule 1 hereto, together with any and all (i) inventions and improvements described and
claimed therein, (ii) reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof and amendments thereto, (iii) income, fees, royalties, damages and
payments now or hereafter due and/or payable thereunder and with respect thereto, including
damages, claims and payments for past, present and future infringements, dilutions,
misappropriations, or other violations thereof, (iv) rights to sue or otherwise recover for past,
present and future infringements, misappropriations, dilutions or other violations thereof, and (v)
rights corresponding thereto throughout the world.




          SECTION 2. Grant of Security Interest in Patent Collateral. Each Grantor hereby
grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all
of the following property now owned or at any time hereafter acquired by such Grantor or in which
such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Patent Collateral”), as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
all Obligations:




          (a) all Patents of such Grantor, including, without limitation, the registered and
applied-for Patents of such Grantor listed on Schedule 1 attached hereto; and




          (b) to the extent not covered by clause (a), all Proceeds of any of the foregoing;







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provided, that (i) this Patent Security Agreement shall not constitute a grant of a
security interest in any property to the extent that and for as long as such grant of a security
interest (A) is prohibited by any Requirement of Law, (B) requires a filing with or consent from
any Governmental Authority pursuant to any Requirement of Law that has not been made or obtained,
(C) constitutes a breach or default under or results in the termination of, or requires any consent
not obtained under, any lease, license or agreement, except to the extent that such Requirement of
Law or provisions of any such lease, license or agreement is ineffective under applicable law or
would be ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC to prevent the
attachment of the security interest granted hereunder, (D) any United States Trademark applications
filed on the basis of a Grantor’s intent-to-use such mark, in each case, unless and until evidence
of the use of such Trademark in interstate commerce is submitted to the PTO, but only if and to the
extent that the granting of a security interest in such application would result in the
invalidation of such application, provided, that to the extent such application is excluded
from the Collateral, upon the submission of evidence of use of such Trademark to the PTO, such
Trademark application shall automatically be included in the Collateral, without further action on
any party’s part; or (E) is in Capital Stock which is specifically excluded from the definition of
Pledged Stock by virtue of the proviso to such definition; and (ii) the security interest granted
hereby (x) shall attach at all times to all proceeds of such property, (y) shall attach to such
property immediately and automatically (without need for any further grant or act) at such time as
the condition described in clause (i) ceases to exist and (z) to the extent severable shall
in any event attach to all rights in respect of such property that are not subject to the
applicable condition described in clause (i).




          SECTION 3. Guarantee and Collateral Agreement. The security interest granted pursuant
to this Patent Security Agreement is granted in conjunction with the security interest granted to
the Assignee pursuant to the Guarantee and Collateral Agreement and Grantors hereby acknowledge and
affirm that the rights and remedies of the Assignee with respect to the security interest in the
Patents made and granted hereby are more fully set forth in the Guarantee and Collateral Agreement.
In the event that any provision of this Patent Security Agreement is deemed to conflict with the
Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall
govern.




          SECTION 4. Recordation. Each Grantor hereby authorizes and requests that the
Commissioner of Patents and Trademarks record this Patent Security Agreement.




          SECTION 5. Termination. (a) At such time as the Obligations have been paid in full,
the Collateral shall be released from the Liens created hereby, and this Patent Security Agreement
and all obligations (other than those expressly stated to survive such termination) of the
Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument
or performance of any act by any party, and all rights to the Collateral shall revert to the
Grantors. At the request and sole expense of any Grantor following any such termination, the
Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral Agent
hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably
satisfactory to the Collateral Agent) as such Grantor may reasonably request to evidence such
termination.







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          (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Grantor in
a transaction permitted by the Indenture and delivery of an Officer’s Certificate and Opinion of
Counsel in accordance with the Indenture, then the Lien created pursuant to this Patent Security
Agreement in such Collateral shall be released, and the Collateral Agent, at the request and sole
expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable for the release of such Collateral (not including Proceeds
thereof) from the security interests created hereby. At the request and sole expense of the
Company, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that
all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed
of in a transaction permitted by the Indenture; provided that the Company shall have
delivered to the Collateral Agent, at least ten Business Days prior to the date of the proposed
release, a written request for release identifying the relevant Subsidiary Guarantor and the terms
of the sale or other disposition in reasonable detail, including the price thereof and any expenses
in connection therewith, together with an Officer’s Certificate and Opinion of Counsel in
accordance with the Indenture.




          SECTION 6. GOVERNING LAW. THIS PATENT SECURITY AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 7. Counterparts. This Patent Security Agreement may be executed by one or
more of the parties to this Patent Security Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page of this Agreement by facsimile transmission or electronic
transmission (in PDF format) shall be effective as delivery of a manually executed counterpart
hereof. A set of the copies of this Patent Security Agreement signed by all the parties shall be
lodged with the Company, the Trustee and the Collateral Agent.




[Remainder of This Page Intentionally Left Blank.]






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          IN WITNESS WHEREOF, each Grantor has caused this PATENT SECURITY AGREEMENT to be executed and
delivered by its duly authorized officer as of the date first above written.




	 	 	 	 	 
	 	MERGE HEALTHCARE INCORPORATED,

as Grantor

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	CEDARA SOFTWARE (USA) LIMITED,

as Grantor

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 
	 	AMICAS, INC.,

as Grantor

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MERGE CAD INC.,

as Grantor

 	 
	 	By:  	/s/ Ann Mayberry-French
 	 
	 	 	Name:  	Ann Mayberry-French 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Page to Patent Security Agreement]










 









 








	 	 	 	 	 
	 	EMAGEON INC.,

as Grantor

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CAMTRONICS MEDICAL SYSTEMS, LTD.,

as Grantor

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ULTRAVISUAL MEDICAL SYSTEMS CORPORATION,

as Grantor

 	 
	 	By:  	/s/ Steven Oreskovich
 	 
	 	 	Name:  	Steven Oreskovich 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Patent Security Agreement]








 









 







Accepted and Agreed:




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Assignee




	 	 	 	 	 
	By:  	                          /s/ Yolanda Ash
 	 	 
	 	Name:  	Yolanda Ash 	 	 
	 	Title:  	Associate 	 	 
	 



[Signature Page to Patent Security Agreement]