PARTY VALUATION CALCULATION OF THE
THEN-EXISTING COLLATERAL AND A STATEMENT OF THE SHORTFALL IN COLLATERAL VALUE
FROM THE MINIMUM COLLATERAL VALUE.
NO
3
LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF SUCH WRITTEN REQUEST FOR SUCH
ADDITIONAL COLLATERAL, GRANTOR SHALL TAKE ALL ACTIONS REASONABLY NECESSARY TO
INCLUDE SUCH ADDITIONAL COLLATERAL UNDER THIS AGREEMENT AND SUBJECT THE SAME TO
THE LIENS IN FAVOR OF SECURED PARTY AS PROVIDED HEREUNDER.
SECTION 3
FINANCING STATEMENTS, ETC.
GRANTOR SHALL EXECUTE AND
DELIVER TO SECURED PARTY CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT, AND
GRANTOR HEREBY AUTHORIZES SECURED PARTY TO FILE (WITH OR WITHOUT GRANTOR'S
SIGNATURE), AT ANY TIME AND FROM TIME TO TIME THEREAFTER, ALL FINANCING
STATEMENTS, ASSIGNMENTS OF FINANCING STATEMENTS, CONTINUATION FINANCING
STATEMENTS, TERMINATION STATEMENTS AND OTHER DOCUMENTS AND INSTRUMENTS, IN FORM
REASONABLY SATISFACTORY TO SECURED PARTY, AND TAKE ALL OTHER ACTION, AS SECURED
PARTY MAY REASONABLY REQUEST, TO PERFECT AND CONTINUE PERFECTED, MAINTAIN THE
PRIORITY OF OR PROVIDE NOTICE OF THE SECURITY INTEREST OF SECURED PARTY IN THE
COLLATERAL AND TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, GRANTOR RATIFIES AND AUTHORIZES THE FILING BY
SECURED PARTY OF ANY FINANCING STATEMENTS FILED PRIOR TO THE DATE HEREOF.
SECTION 4
REPRESENTATIONS AND WARRANTIES.
GRANTOR REPRESENTS AND
WARRANTS TO SECURED PARTY THAT:
(A)
GRANTOR IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAW OF THE JURISDICTION OF ITS ORGANIZATION AND HAS ALL REQUISITE
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY GRANTOR OF THIS
AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION OF GRANTOR, AND THIS
AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF GRANTOR,
ENFORCEABLE AGAINST GRANTOR IN ACCORDANCE WITH ITS TERMS.
(C)
NO AUTHORIZATION, CONSENT, APPROVAL, LICENSE, EXEMPTION OF, OR
FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR AGENCY, OR APPROVAL
OR CONSENT OF ANY OTHER PERSON, IS REQUIRED FOR THE DUE EXECUTION, DELIVERY OR
PERFORMANCE BY GRANTOR OF THIS AGREEMENT, EXCEPT FOR ANY FILINGS NECESSARY TO
PERFECT ANY LIENS ON ANY COLLATERAL.
(D)
GRANTOR'S CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS
(AS OF THE DATE OF THIS AGREEMENT) IS LOCATED AT THE ADDRESS SET FORTH IN
SCHEDULE A; AND GRANTOR'S EXACT LEGAL NAME IS AS SET FORTH IN THE FIRST
PARAGRAPH OF THIS AGREEMENT.
(E)
GRANTOR HAS RIGHTS IN OR THE POWER TO TRANSFER THE COLLATERAL AND
GRANTOR IS THE SOLE AND COMPLETE OWNER, JOINT OWNER OR EXCLUSIVE LICENSOR OF THE
COLLATERAL, FREE FROM ANY LIEN OTHER THAN PERMITTED LIENS.
(F)
A TRUE AND CORRECT LIST OF ALL OF THE EXISTING COLLATERAL
CONSISTING OF U.S. PATENTS AND PATENT APPLICATIONS AND/OR REGISTRATIONS OWNED OR
LICENSED BY GRANTOR, IN WHOLE OR IN PART, DIRECTED TO BIOMARKERS THAT ARE
EXPECTED TO BE USED IN ANY LICENSED LABORATORY TEST OR TEST KIT INVOLVING THE
APPLICATIONS IS SET FORTH IN SCHEDULE B.
SECTION 5
COVENANTS.
SO LONG AS ANY OF THE OBLIGATIONS REMAIN
UNSATISFIED, GRANTOR AGREES, EXCEPT AS OTHERWISE PERMITTED IN