Exhibit 10.4


 


GRANT OF SECURITY
INTEREST


 


IN PATENTS AND
TRADEMARKS


 


THIS GRANT OF
SECURITY INTEREST (“Grant”), effected as of August 9, 2005, is
executed by Apogee Technology, Inc., a Delaware corporation (the “Grantor”),
in favor of Laurus Master Fund, Ltd. (the “Secured Party”).


 


A.            Pursuant to a Master Security
Agreement dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the “Security Agreement”) by and
between the Grantor and the Secured Party, the terms and provisions of which
are hereby incorporated herein as if fully set forth herein, the Grantor has
granted a security interest to the Secured Party in consideration of the
Secured Party’s agreement to provide financial accommodations to the Grantor


 


B.            The Grantor (1) has adopted,
used and is using the trademarks reflected in the trademark registrations and
trademark applications in the United States Patent and Trademark Office more
particularly described on Schedule 1 annexed hereto as part hereof (the
“Trademarks”), and (2) has registered or applied for registration
in the United States Patent and Trademark Office of the patents more
particularly described on Schedule 2 annexed hereto as part hereof
(the “Patents”).


 


C.            The Grantor wishes to confirm its
grant to the Secured Party of a security interest in all right, title and
interest of the Grantor in and to the Trademarks and Patents, and all proceeds
thereof, together with the business as well as the goodwill of the business
symbolized by, or related or pertaining to, the Trademarks, and the customer
lists and records related to the Trademarks and Patents and all causes of
action which may exist by reason of infringement of any of the Trademarks and
Patents (collectively, the “T&P Collateral”), to secure the payment,
performance and observance of the Obligations (as that term is defined in the
Security Agreement).


 


NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby acknowledged:


 


1.             The
Grantor does hereby further grant to the Secured Party a security interest in
the T&P Collateral to secure the full and prompt payment, performance and
observance of the Obligations.


 


2.             The
Grantor agrees to perform, so long as the Security Agreement is in effect, all
acts deemed necessary or desirable by the Secured Party to permit and assist
it, at the Grantor’s expense, in obtaining and enforcing the Trademarks and
Patents in any and all countries.  Such
acts may include, but are not limited to, execution of documents and assistance
or cooperation in legal proceedings.  The
Grantor hereby appoints the Secured Party as the Grantor’s attorney-in-fact to
execute and file any and all agreements, instruments, documents and papers as
the


 





















 


Secured Party may determine to
be necessary or desirable to evidence the Secured Party’s security interest in
the Trademarks and Patents or any other element of the T&P Collateral, all
acts of such attorney-in-fact being hereby ratified and confirmed.


 


3.             The
Grantor acknowledges and affirms that the rights and remedies of the Secured
Party with respect to the security interest in the T&P Collateral granted
hereby are more fully set forth in the Security Agreement and the rights and
remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. 
In the event that any provisions of this Grant are deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall
govern.


 


4.             The
Grantor hereby authorizes the Secured Party to file all such financing
statements or other instruments to the extent required by the Uniform
Commercial Code and agrees to execute all such other documents, agreements and
instruments as may be required or deemed necessary by the Secured Party, in
each case for purposes of affecting or continuing Secured Party’s security
interest in the T&P Collateral.


 


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IN WITNESS
WHEREOF, the Grantor has caused this instrument to be executed as of the day
and year first above written.


 


 


	
   

  	
  APOGEE TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  LAURUS MASTER FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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