Vice President & General Counsel
Savient Pharma Ireland Limited, as a Grantor By:
/s/ Philip K. Yachmetz
Name:
Philip K. Yachmetz
Title:
Senior Vice President, Legal &
Compliance & Company Secretary, and Director
[Signature Page to Pledge and Security Agreement]
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By:
/s/ Rick Barnes
Name:
Rick Barnes
Title:
Vice President
[Signature Page to Pledge and Security Agreement]
SCHEDULE 5.4
Filings/Filing Offices
EXHIBIT A
PLEDGE SUPPLEMENT
EXHIBIT B
[Form of]
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C
[Form of]
IP SECURITY AGREEMENT
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of May 9, 2012, by SAVIENT
PHARMACEUTICALS, INC., a Delaware Corporation (the "Grantor"), in favor of U.S.
BANK NATIONAL ASSOCIATION (the "Collateral Agent").
WHEREAS, pursuant to that certain Pledge and Security Agreement, of even date
herewith (as amended, restated, supplemented or otherwise modified from time to
time, the "Security Agreement"), among the Grantor, the Collateral Agent and
certain other parties thereto, in order to secure payments of certain Secured
Obligations (as defined in the Security Agreement), the Grantor hereby assigns,
pledges and grants to the Collateral Agent a continuing security interest in and
to all of the Collateral whether now owned or hereinafter acquired and whether
now existing or hereafter arising (as defined in the Security Agreement)
including, without limitation, the copyrights listed on Schedule I hereto, and
the trademarks and trademark applications listed on Schedule II hereto, and the
patents listed on Schedule III hereto (the "Intellectual Property"). Until all
of the Secured Obligations have been indefeasibly paid in full, the Collateral
Agent shall retain its security interest in the Intellectual Property granted
herein and in the Security Agreement.
NOW, THEREFORE, for the consideration set forth herein and in the Security
Agreement, the parties hereby agree that the Grantor, as collateral security for
the full, prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of its Secured Obligations under
the Security Agreement, hereby grants the Collateral Agent a lien on and
security interest in, all of its right, title and interest in, to and under the
Intellectual Property (including (i) all reissues, continuations, renewals or
extensions of the foregoing, (ii) all goodwill of the business connected with
the use of, and symbolized by, each Intellectual Property, and (iii) all
products and proceeds of the foregoing).
FOR THE AVOIDANCE OF DOUBT, notwithstanding any other provision of this
agreement, the Grantor does not grant any lien on or security interest in any of
the Excluded Assets (as defined in the Security Agreement).
[Signature Pages Follow]
IN WITNESS WHEREOF, Grantor has caused this INTELLECTUAL PROPERTY SECURITY
AGREEMENT to be executed and delivered by its duly authorized officer as of the
date first set forth above.
[GRANTOR] By:
Name:
Title:
ACCEPTED AND ACKNOWLEDGED BY: U.S. BANK NATIONAL ASSOCIATION By:
Name:
Title:
EXHIBIT D
[Form of]
PERFECTION CERTIFICATE