IN THE STATE,
COUNTY AND CITY OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS SECURITY
AGREEMENT, GRANTOR HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS. GRANTOR HEREBY FURTHER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
SECURITY AGREEMENT OR ANY DOCUMENT RELATED HERETO.
Section 7.9. Waiver of Jury Trial.
EACH OF GRANTOR AND GRANTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SECURITY
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
SECURITY AGREEMENT.
[Signature page follows]
15
IN WITNESS WHEREOF, Grantor and Grantee have caused this Security Agreement to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
GRANTOR:
FORTICELL BIOSCIENCE, INC.
By:
/s/ Alan W. Schoenbart
Name:
Alan W. Schoenbart
Title:
Chief Executive Officer
GRANTEE:
PAUL ROYALTY FUND, L.P.
By:
Paul Capital Management, LLC,
its General Partner
By:
Paul Capital Advisors, L.L.C.
Its Manager
By:
/s/ Lionel Leventhal
Name:
Lionel Leventhal
Title:
Manager
[SIGNATURE PAGE TO SECURITY AGREEMENT]
EXHIBIT A
to Security Agreement
FORM OF PATENT SECURITY AGREEMENT
SCHEDULE I
to Security Agreement
LOCATIONS OF CERTAIN COLLATERAL
Place(s) Of Business And Chief Executive Office of Grantor:
Grantor's principal place of business and chief executive offices are located at
3960 Broadway, New York, New York 10032.
Addresses of the Properties at which Grantor Maintains Records Relating to the
Collateral:
3960 Broadway
New York, New York 10032
SCHEDULE II
to Security Agreement
OFFICES FOR FILING FINANCING STATEMENTS
Delaware Secretary of State
UCC Division
P.O. Box 793
Dover, DE 19903
SCHEDULE 3.1
to Security Agreement
NAMES AND CORPORATE REORGANIZATIONS AND MERGERS
On December 26, 2007 at 5:46 p.m., Orcel LLC, a Delaware limited liability
company, merged with and into Hapto Biotech, Inc., a Delaware corporation and a
wholly-owned subsidiary of Forticell Bioscience, Inc. (then known as Ortec
International, Inc.) with Hapto Biotech, Inc. as the surviving entity. On
December 26, 2007 at 6:04 p.m. Hapto Biotech, Inc. merged with and into
Forticell Bioscience, Inc. (then known as Ortec International, Inc.) with
Forticell Bioscience, Inc. the surviving entity.
On December 27, 2008, Forticell Bioscience, Inc. changed its name from Ortec
International, Inc. to Forticell Bioscience, Inc.
SCHEDULE 3.2
to Security Agreement
LIEN EXCEPTIONS
None.