Unassociated Document


    


    PATENT,
      TRADEMARK

    AND
      COPYRIGHT SECURITY AGREEMENT

    


    THIS
      PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered
      into as of this 26th day of September 2007, by and
      among
      DUSKA THEREAPEUTICS, INC., a Nevada corporation, and DUSKA SCIENTIFIC CO.,
      a
      Delaware corporation, each with
      its
      principal place of business at Two Bala Plaza, Suite 300, Bala Cynwyd, PA
      (jointly and severally, the
      “Borrower”), and Platinum Long Term Growth VI, LLC, as collateral agent (the
“Agent”) for the investors identified in the below referenced Purchase Agreement
      (collectively, together with their successors and assigns, the
“Lenders”).

    


    WHEREAS,
      Borrower and the Lenders are parties to a certain Note and Warrant Purchase
      Agreement, dated as of September 26, 2007 (as amended, restated, supplemented
      or
      extended from time to time, the “Purchase Agreement”), and a Security Agreement,
      dated as of September 26, 2007 (the “Security Agreement”), which provide for,
      among other things: (i) the Lenders to extend certain loans to or for the
      account of the Borrower; (ii) the grant by the Borrower to the Lenders of a
      security interest in all of the Borrower’s assets, including, without
      limitation, its patents, patent applications, trademarks, trademark
      applications, goodwill, service marks, trade names, trade styles, copyrights,
      copyright applications, mask works, trade-secrets information, and other
      proprietary rights, together
      with all additions, accessions, accessories, amendments, attachments,
      modifications, substitutions, and replacements, proceeds and products of any
      of
      the foregoing, as
      set
      forth in the Purchase Agreement and the other Transaction Documents (capitalized
      terms used herein and not otherwise defined have the respective meanings given
      in the Purchase Agreement); and (iii) the appointment of the Agent as collateral
      agent, for the benefit of the Lenders, for purpose of this Agreement and the
      Security Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      and agreements contained, and for other good and valuable consideration (the
      receipt and sufficiency of which are hereby acknowledged), the Borrower and
      the
      Agent, for the benefit of the Lenders, agree as follows:

    


    1. Security
      Interest in Patents, Trademarks and Copyrights.
      To
      secure the complete and timely satisfaction of all of Borrower’s “Obligations”
(as that term is defined in the Security Agreement) to the Lenders, the Borrower
      hereby grants and conveys to the Agent, for the benefit of the Lenders, a
      security interest (having priority over all other security interests) with
      power
      of sale, to the extent permitted by law, in all of its now owned or existing,
      and hereafter acquired or arising: 

    


    
      	 	
              (a)

            	
              patents,
                patent applications, including, without limitation, any invention
                and
                improvement to a patent or patent application, including without
                limitation those patents and patent applications listed on Schedule
                A
                (being sometimes referred to individually and/or collectively, the
                “Patents”); 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (b)

            	
              trademarks,
                registered trademarks and trademark applications, trade names, trade
                styles, service marks, registered service marks and service mark
                applications including, without limitation, the registered trademarks,
                trademark applications, registered service marks and service mark
                applications listed on Schedule
                B
                and (i) all renewals thereof, (ii) all accounts receivable, income,
                royalties, damages and payments now and hereafter due and/or payable
                with
                respect thereto, including, without limitation, payments under all
                licenses entered into in connection therewith and damages and payments
                for
                past, present or future infringements and dilutions thereof, and
                (iii) the
                right to sue for past, present and future infringements and dilutions
                thereof, and (iv) all of the Borrower’s rights corresponding thereto
                throughout the world (all of the foregoing registered trademarks,
                trademark applications, trade names, trade styles, registered service
                marks and service mark applications, together with the items described
                in
                clauses (i)-(iv) in this Section 1(b), being sometimes hereinafter
                individually and/or collectively referred to as the “Trademarks”);
                

            


    

    
      	 	 	 


    

    
      	 	
              (c)

            	
              the
                goodwill of Borrower’s business connected with and symbolized by the
                Trademarks; and

            


    

    


    
      	 	
              (d)

            	
              copyrights,
                and copyright applications, including without limitation, those copyrights
                listed in Schedule
                C
                (being sometimes referred to individually and/or collectively as
                the
                “Copyrights”);

            


    

    


    together
      with all additions, accessions, accessories, amendments, attachments,
      modifications, substitutions, and replacements, proceeds and products of the
      foregoing.

     

    2. Recording
      of Patents and Trademarks.
      Borrower represents and warrants that (1) the patents and patent applications
      listed in Schedule A, and (2) the trademark and trademark applications described
      in Schedule B, have each been duly recorded in the U.S. Patent and Trademark
      Office (the “PTO”); and that no other patents, patent applications, trademarks,
      or trademark applications have been filed or recorded with the PTO in which
      the
      Borrower has an interest.

    


    3. Recording
      of Copyrights.
      Borrower represents and warrants that the copyright and copyright applications
      described in Schedule C have been duly recorded in the U.S. Copyright Office,
      and that no other copyright, and copyright applications have been recorded
      in
      the U.S. Copyright Office, in which the Borrower has an interest.

    


    4. Restrictions
      on Future Agreements.
      Borrower will not, without the Agent’s prior written consent, enter into any
      agreement, including, without limitation, any license agreement, that is
      inconsistent with this Agreement, and Borrower further agrees that it will
      not
      take any action, and will use reasonable efforts not to knowingly permit any
      action to be taken by others subject to its control, including licensees, or
      knowingly fail to take any action, which would affect the validity or
      enforcement of the rights transferred to the Agent, for the benefit of the
      Lenders, under this Agreement or the rights associated with those Patents,
      Trademarks and/or Copyrights which are in Borrower’s reasonable business
      judgment, necessary or desirable in the operation of Borrower’s
      business.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. New
      Patents, Trademarks and Copyrights.
      Borrower represents and warrants that the Patents, Trademarks, and Copyrights
      listed on Schedules A, B, and C, include all of the patents, patent
      applications, trademark registrations, trademark applications, service marks
      registrations, service mark applications, registered copyrights and copyright
      applications, now owned or held by Borrower. If, prior to the termination of
      this Agreement, Borrower shall (i) create or obtain rights to any new patents,
      trademarks, trademark registrations, trademark applications, trade names, trade
      styles, service marks, service marks registrations, or service mark
      applications, or (ii) become entitled to the benefit of any patent, trademark,
      trademark registration, trademark application, trade name, trade style, service
      mark, service mark registration, service mark application, the provisions of
      Section 1 above shall automatically apply thereto and Borrower shall give the
      Agent prompt written notice thereof. Borrower hereby authorizes the Agent to
      modify this Agreement by (a) amending Schedules A, B, and/or C, as the case
      may
      be, to include any future patents, trademark registrations, trademark
      applications, service mark registrations, service mark applications, registered
      copyrights and copyright applications that are Patents, Trademarks or Copyrights
      under Section 1 above, or under this Section 5 (whether or not any such notice
      from Borrower has been sent or received), and (b) filing, in addition to and
      not
      in substitution for this Agreement, a supplement or addendum to this Agreement
      containing on Schedule B therein, as the case may be, such registered
      trademarks, trademark applications, service marks, registered service marks
      and
      service mark applications that are Trademarks under Section 1 above or this
      Section 5 and to take any action the Agent otherwise deems appropriate to
      perfect or maintain the rights and interest of the Agent, for the benefit of
      the
      Lender, under this Agreement with respect to such Patents, Trademarks and
      Copyrights. 

    


    6. Nature
      and Continuation of Security Interest; Notice to Third Parties.
      This
      Agreement has the effect of giving third parties notice of the Agent’s Security
      Interest in Borrower’s Patents, Trademarks and Copyrights. This Agreement is
      made for collateral security purposes only. This Agreement shall create a
      continuing security interest in the Patents, Trademarks and Copyrights and
      shall
      remain in full force and effect until the liabilities and Obligations of the
      Borrower to the Lenders have been paid in full, including all obligations under
      the Purchase Agreement and the Transaction Documents (as defined in the Purchase
      Agreement). 

    


    7. Right
      to Inspect; Assignments and Security Interests.
      The
      Agent shall have the right, at any reasonable time upon prior written request
      and from time to time, to inspect Borrower’s premises and to examine Borrower’s
      books, records and operations relating to the Patents and the Trademarks,
      including, without limitation, Borrower’s quality control processes; provided,
      that in conducting such inspections and examinations, the Agent shall use
      reasonable efforts not to disturb unnecessarily the conduct of Borrower’s
      ordinary business operations. From and after the occurrence of an event of
      default, under the Purchase Agreement, or any other Transaction Documents
      (“Event of Default”), Borrower agrees that the Agent, or a conservator appointed
      by the Agent, shall have the right to take any action to renew or to apply
      for
      registration of any Trademarks as the Agent or said conservator, on its sole
      judgment, may deem necessary or desirable in connection with the enforcement
      of
      the Agent’s rights hereunder. Borrower agrees (i) except in accordance with
      Borrower’s reasonable business judgment, not to sell or assign its respective
      interests in the Patents, Trademarks and/or Copyrights without the prior written
      consent of the Agent and the holders of a majority in principal the amount
      of
      the Notes (as defined in the Purchase Agreement) and (ii) to maintain the
      quality of any and all products in connection with which the Trademarks are
      used, consistent with the quality of said products as of the date hereof.


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    8. Duties
      of Borrower.
      Borrower shall have the duty to (i) prosecute diligently any patent application,
      or trademark application or service mark application that is part of the
      Trademarks pending as of the date hereof or thereafter until the termination
      of
      this Agreement, and (ii) preserve and maintain all of Borrower’s rights in the
      patents, patent applications, trademark applications, service mark applications
      and trademark and service mark registrations that are part of the Patents and
      Trademarks. Any expenses incurred in connection with the foregoing shall be
      borne by Borrower. Borrower shall not, without thirty (30) days prior written
      notice to the Agent, abandon any trademark or service mark that is the subject
      of a registered trademark, service mark or application therefor and which,
      is or
      shall be necessary or economically desirable in the operation of the Borrower’s
      business. The Agent shall not have any duty with respect to the Patents,
      Trademarks and/or Copyrights. Without limiting the generality of the foregoing,
      the Agent shall not be under any obligation to take any steps necessary to
      preserve rights in the Patents, Trademarks and/or Copyrights against any other
      parties, but may do so at its option during the continuance of an Event of
      Default, and all expenses incurred in connection therewith shall be for the
      sole
      account of Borrower and added to the Obligations and liabilities secured hereby,
      and by the Transaction Documents. 

    


    9. Agent’s
      Right to Sue.
      Upon
      the occurrence and during the continuance of any Event of Default, the Agent
      shall have the right, for the benefit of the Lenders, to exercise all rights
      and
      remedies available at law or in equity. From and after the occurrence and during
      the continuance of an Event of Default, the Agent shall have the right, but
      shall not be obligated, to bring suit or take any other action to enforce the
      Patents, Trademarks and Copyrights and, if the Agent shall commence any such
      suit or take any such action, Borrower shall, at the request of the Agent,
      do
      any and all reasonable lawful acts and execute any and all proper documents
      reasonably required by the Agent in aid of such enforcement. Borrower shall,
      upon demand, promptly reimburse and indemnify the Agent for all reasonable
      out-of-pocket costs and expenses incurred by the Agent in the exercise of its
      rights under this Section 9 (including, without limitation, all attorneys’
fees). If, for any reason whatsoever, the Agent is not reimbursed with respect
      to the costs and expenses referred to in the preceding sentence, such costs
      and
      expenses shall be added to the Obligations secured hereby. 

    


    10.
       Waivers.
      The
      Borrower waives to the extent permitted by applicable law presentment, demand,
      notice, protest, notice of acceptance of this Agreement, notice of any loans
      made, credit or other extensions granted, collateral received or delivered
      or
      any other action taken in reliance hereon and all other demands and notices
      of
      any description, except for such demands and notices as are expressly required
      to be provided to the Borrower under this Agreement or any other document
      evidencing the Obligations or the liabilities under the Transaction Documents.
      With respect to both the Obligations and the Collateral, the Borrower assents
      to
      any extension or postponement of the time of payment or any other forgiveness
      or
      indulgence, to any substitution, exchange or release of Collateral, to the
      addition or release of any party or person primarily or secondarily liable,
      to
      the acceptance of partial payment thereon and the settlement, compromise or
      adjustment of any thereof, all in such manner and at such time or times as
      the
      Agent may deem advisable. The Agent may exercise its rights with respect to
      the
      Collateral without resorting, or regard, to other collateral or sources of
      reimbursement for Obligations. The Agent shall not be deemed to have waived
      any
      of its rights with respect to the Obligations or the Collateral unless such
      waiver is in writing and signed by the Agent. No delay or omission on the part
      of the Agent in exercising any right shall operate as a waiver of such right
      or
      any other right. A waiver on any one occasion shall not bar or waive the
      exercise of any right on any future occasion. All rights and remedies of the
      Agent in the Obligations or the Collateral, whether evidenced hereby or by
      any
      other instrument or papers, are cumulative and not exclusive of any remedies
      provided by law or any other agreement, and may be exercised separately or
      concurrently. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    11.
       Successors
      and Assigns.
       This
      Agreement shall be binding upon the Borrower, its respective successors and
      permitted assigns, and shall inure to the benefit of and be enforceable by
      the
      Agent and its successors and assigns. Without limiting the generality of the
      foregoing sentence, the Agent may assign or otherwise transfer any agreement or
      any note held by it evidencing, securing or otherwise executed in connection
      with the Obligations, or sell participations in any interest therein, to any
      other person or entity.

    


    12.
       General;
      Term.
       

    


    (a)
       This
      Agreement may not be amended or modified except by a writing signed by the
      Borrower and the Agent, nor may the Borrower assign any of its rights hereunder.
      This Agreement and the terms, covenants and conditions hereof shall be construed
      in accordance with, and governed by, the laws of the State of New York (without
      giving effect to any conflicts of law provisions contained therein). In the
      event that any Collateral stands in the name of the Borrower and another or
      others jointly, as between the Agent and the Borrower, the Agent may deal with
      the same for all purposes as if it belonged to or stood in the name of the
      Borrower alone. 

    


    (b)
       This
      Agreement and the security interests granted herein shall terminate on the
      date
      on which all payments under the Notes (as defined in the Purchase Agreement)
      have been indefeasibly paid or satisfied in full (including as a result of
      the
      conversion in full of the Notes) and all other obligations have been paid or
      discharged (other than contingent indemnification obligations).  

    


    13.
       WAIVER
      OF JURY TRIAL; VENUE. 

    


    THE
      BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT
      TO, IN CONNECTION WITH OR, ARISING OUT OF: (A) THIS AGREEMENT OR ANY OTHER
      INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH; (B) THE VALIDITY,
      INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF; OR (C) ANY OTHER CLAIM OR
      DISPUTE HOWEVER ARISING BETWEEN THE BORROWER AND THE LENDERS OR THE AGENT IN
      RESPECT OF THIS AGREEMENT.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    THE
      BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THE OBLIGATIONS,
ARISING
      OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATING
      TO ANY
      TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
      IN
      THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
      NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND TO SERVICE OF PROCESS IN ANY SUCH
      SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN THE
      PURCHASE AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW
      OR
      HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
      SUIT
      WAS BROUGHT IN AN INCONVENIENT COURT. THE
      BORROWER SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY
      DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER THAN THE STATE OF
      NEW
      YORK UNLESS SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE
      OF
      NEW YORK. NOTHING IN THIS SECTION SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO
      ANY
      EXTENT THE RIGHT OF THE AGENT TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
      AGAINST THE BORROWER IN ANY JURISDICTION IN WHICH ANY COLLATERAL IS LOCATED,
      THE
      BORROWER CONDUCTS ACTIVITIES OR WHERE LEGAL PROCEEDINGS MAY BE NECESSARY IN
      ORDER TO COLLECT OR ENFORCE THE OBLIGATIONS OR TO SERVE PROCESS IN ANY MANNER
      PERMITTED BY LAW.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    
      	 	 	BORROWER:
	 	 	 	 
	
              In
                the Presence of:

            	 	DUSKA
              THERAPEUTICS, INC. 
	 	 	 	 
	 	 	 	 
	    
	 	By:	/s/
              Amir Pelleg
	
              Witness

            	 	 	
              Name:
                Amir Pelleg

            
	 	 	 	
              Title:
                President

            
	
               

            	 	 	 
	
              In
                the Presence of:

            	 	DUSKA
              SCIENTIFIC CO. 
	 	 	 	 
	 	 	 	 
	    
	 	By:	/s/
              Amir Pelleg
	
              Witness

            	 	 	
              Name:
                Amir Pelleg

            
	 	 	 	
              Title:
                President

            
	
               

            	 	 	 
	 	 	 	 
	 	 	AGENT:
	 	 	 	 
	
              In
                the Presence of:

            	 	PLATINUM
              LONG TERM GROWTH VI, LLC
	 	 	 	 
	 	 	 	 
	
               

            	 	By:	
              /s/
                Mark Nordlicht

            
	
              Witness

            	 	 	
              Name:
                Mark Nordicht

            
	 	 	 	
              Title:
                Managing Member

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    

      
        	
                STATE
                  OF _______________ 

              	)
	 	
                )
                  SS.:

              
	
                COUNTY
                  OF __________________ 

              	)


      

       

    

    On
      the
      _____ day of September, in the year 2007, before me, the undersigned, a notary
      public in and for said state, personally appeared ________________, personally
      known to me or proved to me on the basis of satisfactory evidence to be the
      individual(s) whose name(s) is (are) subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

     

    
      	 	 	
              _____________________________________

            
	 	
            	Notary
              Public
	
              STATE
                OF _______________

            	)	 
	 	
              )
                SS.:

            	 
	
              COUNTY
                OF __________________ 

            	)	 


    

    


    On
      the
      _____ day of September, in the year 2007, before me, the undersigned, a notary
      public in and for said state, personally appeared ________________, personally
      known to me or proved to me on the basis of satisfactory evidence to be the
      individual(s) whose name(s) is (are) subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

    


    
      	 	 	 
	 	 	
              _____________________________________

            
	 	
            	Notary
              Public
	
              STATE
                OF _______________ 

            	)	 
	 	
              )
                SS.:

            	 
	
              COUNTY
                OF __________________ 

            	) 	 


    

    


    On
      the
      _____ day of September, in the year 2007, before me, the undersigned, a notary
      public in and for said state, personally appeared ________________, personally
      known to me or proved to me on the basis of satisfactory evidence to be the
      individual(s) whose name(s) is (are) subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

     

    
      	 	 	
              _____________________________________

            
	 	
               

            	Notary
              Public


    

     

    
      
        
        

      

      
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    Schedule
      A

    Patents
      and Patent Applications

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Schedule
      B

    Trademarks
      and Trademark Applications

     

    
      	
              U.S.
                TRADEMARK APPLICATIONS AND REGISTRATIONS

            
	 
	
              Name

            	
              Number

            	
              Issue
                Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Schedule
      C

    Copyrights
      and Copyright Applications

    


    
      
        
        

      

      
        11