MEANINGS ASSIGNED TO
THEM IN THE UCC.
(D)
INTERPRETATION.
IN THIS AGREEMENT, (I) THE MEANING OF DEFINED
TERMS SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE
TERMS DEFINED; AND (II) THE CAPTIONS AND HEADINGS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
SECTION 2
SECURITY INTEREST.
(A)
GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, GRANTOR HEREBY ASSIGNS, TRANSFERS AND CONVEYS TO
SECURED PARTY, AND GRANTS A SECURITY INTEREST IN AND MORTGAGE TO SECURED PARTY,
ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE FOLLOWING
PROPERTY, IN EACH CASE WHETHER NOW OR HEREAFTER EXISTING OR ARISING OR IN WHICH
GRANTOR NOW HAS OR HEREAFTER OWNS, ACQUIRES OR DEVELOPS AN INTEREST AND WHEREVER
LOCATED (COLLECTIVELY, THE "COLLATERAL"):
(I)
ALL BIOMARKER PATENTS CLAIMING BIOMARKERS THAT ARE (I) EXPECTED
TO BE USED IN THE LICENSED LABORATORY TEST, TEST KIT OR PROPRIETY SUPPLIES THAT
ARE THE SUBJECT OF THE RELATED DEVELOPMENT PROGRAM, DOMESTIC OR FOREIGN, OWNED
BY GRANTOR (SOLELY OR JOINTLY WITH OTHERS) OR (II) OTHERWISE DIRECTED TO THE
APPLICATIONS DESCRIBED ON SCHEDULE B, INCLUDING THOSE BIOMARKER PATENTS
DESCRIBED IN SCHEDULE B, AS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED IN
SECTIONS 2(C), 5(K) OR 5(L) BELOW (THE "SECURED PATENT RIGHTS"), TOGETHER WITH
ALL RIGHTS TO SUE FOR PAST, PRESENT OR FUTURE INFRINGEMENT THEREOF, ALL RIGHTS
ARISING THEREFROM AND PERTAINING THERETO AND ALL REISSUES, DIVISIONS,
CONTINUATIONS, RENEWALS, EXTENSIONS AND CONTINUATIONS-IN-PART OF SUCH THEREOF;
(II)
ALL COMMERCIAL TORT CLAIMS ASSOCIATED WITH OR ARISING OUT OF THE
PROPERTIES AND ASSETS DESCRIBED IN THIS SECTION 2(A);
(III)
ALL ACCOUNTS, ALL INTANGIBLE INTELLECTUAL OR OTHER SIMILAR
PROPERTY AND OTHER GENERAL INTANGIBLES ASSOCIATED WITH OR ARISING OUT OF ANY OF
THE PROPERTIES AND ASSETS DESCRIBED IN THIS SECTION 2(A) AND NOT OTHERWISE
DESCRIBED ABOVE, INCLUDING ALL LICENSE PAYMENTS AND PAYMENTS UNDER INSURANCE
(WHETHER OR NOT SECURED PARTY IS THE LOSS PAYEE THEREOF) OR ANY INDEMNITY,
WARRANTY OR GUARANTY PAYABLE BY REASON OF LOSS OR DAMAGE TO OR OTHERWISE WITH
RESPECT TO ANY OF THE PROPERTIES AND ASSETS DESCRIBED IN THIS SECTION 2(A); AND
2
(IV)
ALL PRODUCTS, PROCEEDS AND SUPPORTING OBLIGATIONS OF OR WITH
RESPECT TO ANY AND ALL OF THE PROPERTIES AND ASSETS DESCRIBED IN THIS
SECTION 2(A).
(B)
CONTINUING SECURITY INTEREST.
GRANTOR AGREES THAT THIS AGREEMENT
SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL WHICH SHALL REMAIN
IN EFFECT UNTIL TERMINATED IN ACCORDANCE WITH SECTION 14.
(C)
SUBSTITUTION OF COLLATERAL.
PROVIDED NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, GRANTOR MAY FROM TIME TO TIME PROPOSE THE
SUBSTITUTION OF CERTAIN OF THE SECURED PATENT RIGHTS WITHIN THE COLLATERAL WITH
OTHER BIOMARKER PATENTS (THE "SUBSTITUTE PATENT RIGHTS") IN ACCORDANCE WITH THE
TERMS OF THIS SECTION 2(C) BELOW.
IN SUCH EVENT, GRANTOR SHALL PROVIDE WRITTEN
NOTICE TO SECURED PARTY REFERENCING THIS SECTION 2(C), WHICH NOTICE SHALL:
(I) IDENTIFY THE SECURED PATENT RIGHTS TO BE SUBSTITUTED, (II) IDENTIFY IN
REASONABLE DETAIL THE PROPOSED SUBSTITUTE