Exhibit 4.3


 


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 CS Medical Technologies,
LLC entered into a License Agreement effective June 6, 2001 (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