Exhibit 4.2


 


ASSIGNMENT OF LICENSE AGREEMENT


 


THIS ASSIGNMENT OF LICENSE
AGREEMENT (“Assignment”) is made as of the 11th  day of January, 2006, by and between
ProUroCare Inc., a Minnesota corporation (“Licensee”), for the benefit of the
banks participating in the Company’s $6.0 million credit facility (including
but not limited to Crown Bank, a Minnesota corporation) (the “Banks”) and the
guarantors of the credit facilities from Banks to Licensee
(“Guarantors”).


 


RECITALS:


 


A.            Licensee and Profile, L.L.C. entered into a
License Agreement effective January
14, 2002, as amended by the
First Amendment to License Agreement dated March 22, 2002 (such License Agreement, as amended, hereafter the “License Agreement”)


 


B.             Licensee intends to borrow up to
$6,000,000 from Banks pursuant to credit line facilities executed and delivered by
Licensee to Banks (the “Facilities”).


 


C.             Licensee intends to enter into Commercial Security Agreements
with Banks whereby Licensee has granted Banks a security interest
in its rights under the License
Agreement (“Security Agreement”).


 


D.             Certain individuals have and/or intend to guaranty the obligations
of Licensee to Banks (previously defined as “Guarantors”).


 


E.             As a condition of making the loans and
guarantying the loans, Banks and
Guarantors require Licensee to
agree to assign its interests
under the License Agreement to Banks,
Guarantors, any agent of Guarantors or any assignee or transferee of the foregoing parties.


 


F.             Section 12.5 of the License Agreement provides
that assignment of the License Agreement
requires the consent of at least a majority of the Licensee’s Board of
Directors.


 


NOW, THEREFORE, in
consideration of the foregoing
and other good and valuable consideration,
the receipt and sufficiency of
which is hereby acknowledged, Licensee
agrees as follows:


 


1.              Licensee hereby assigns the
License Agreement, together with all obligations, rights and remedies contained therein, to Banks, Guarantors and any
agent of Guarantors, and to any successor, assignee, purchaser
or transferee designated by Banks and
a majority in interest of Guarantors (based upon amount of loan guaranteed) or
any agent of Guarantors.


 


2.              Unless and until there shall have
occurred and be
continuing a default under the Facilities
or Security Agreement, Licensee retains
(and Banks and Guarantors
are deemed to have granted to Licensee) an exclusive, nontransferable
sublicense under the License to exercise the
Licensee’s rights under the License
for Licensee’s own benefit and account and for none other. Licensee assumes all obligations under the License and agrees not to sell or
assign its interest in, or grant any sublicense
under this sublicense granted to
Licensee in this paragraph 4 or amend the License, without the prior written
consent of Banks and a majority in interest of Guarantors or any agent of
Guarantors.


 

















 


3.             Licensee
hereby agrees that upon an event of default under the Facilities or Security
Agreement, the License Agreement, together with all obligations, rights and
remedies contained therein, shall be assigned to Banks, Guarantors, Guarantors’ agent or any third party
designated by Banks and a majority in interest of Guarantors or Guarantors’
agent (if applicable), free of any rights of
Licensee granted in Section 2 above. Banks, Guarantors or any agent of
Guarantors have the right to further assign and transfer the License Agreement
to any third party (including
any Guarantor), free of any rights of Licensee granted in Section 2 above.


 


4.             Licensee
represents and warrants that it has authority to execute this Assignment and
that this Assignment has been consented to by at least the majority of the
members of Licensee’s Board of Directors pursuant to Section 12.5 of the
License Agreement. Said consent shall cover the Banks, Guarantors, any agent of
Guarantors or any assignee or transferee of the foregoing parties.


 


5.            This
Assignment shall inure to the benefit and be binding upon the successors and
assigns of the parties hereto.


 


6.             This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and may be amended only by
a writing signed by Licensee, Banks and a majority in interest of Guarantors.


 


7.             This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall be deemed to constitute one
instrument.


 


IN WITNESS
WHEREOF, the parties have caused this Assignment to be duly executed and
delivered as of the date and year first written above.


 


	
   

  	
  PROUROCARE
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Maurice
  Taylor

  	
   

  
	
   

  	
   

  	
  Maurice
  Taylor

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  CEO