PATENT SECURITY AGREEMENT

Contract Categories: Business Finance - Security Agreements
EX-10.4 5 dex104.htm PATENT SECURITY AGREEMENT Patent Security Agreement

Exhibit 10.4

 

PATENT SECURITY AGREEMENT

 

PATENT SECURITY AGREEMENT, dated as of August 12, 2005, by CARDIMA, INC. (referred to as “Grantor”), in favor of APIX INTERNATIONAL LIMITED (the “Secured Party”) is made with reference to the following:

 

WITNESSETH:

 

WHEREAS, pursuant to that certain Term Sheet (“Term Sheet”) dated as of August 12, 2005 and that certain Promissory Note (the “Bridge Promissory Note”) dated as of August 12, 2005 between Grantor and the Secured Party, each of which the parties hereto propose to cause to be superseded by a Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Promissory Note”) by and between Grantor and the Secured Party (the Bridge Promissory Note, the Term Sheet, the Loan Agreement and the Promissory Note, including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, collectively, the “Funding Documents”), the Lender has agreed to make certain loans to Borrower subject to and in accordance with the terms and conditions of the Funding Documents;

 

WHEREAS, the Secured Party is willing to make the Loans as provided in the Loan Agreement, but only upon the condition, among others, that Grantor shall have executed and delivered to the Secured Party that certain Patent, Trademark and Copyright Security Agreement, dated as of the date hereof (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, collectively referred to as the “IP Security Agreement”);

 

WHEREAS, pursuant to the IP Security Agreement, Grantor is required to execute and deliver this Patent Security Agreement to the Secured Party;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

 

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the IP Security Agreement.

 

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Grantor hereby grants to the Secured Party a continuing first priority security interest in all of Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

 

(a) all of the Patents and Patent Licenses to which Grantor is a party, including those referred to on Schedule I hereto;

 

(b) all reissues, continuations or extensions of the foregoing; and


(c) all products and proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement or dilution of any Patent or any Patent licensed under any Patent License.

 

3. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to the Secured Party pursuant to the IP Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Secured Party with respect to the continuing first priority security interest in the Patent Collateral made and granted hereby are more fully set forth in the IP Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

 

[signature page follows]

 

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IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

 

CARDIMA, INC.

By:

 

/s/ Gabriel B. Vegh


Name:

  Gabriel B. Vegh

Title:

  Chief Executive Officer

 

ACCEPTED AND ACKNOWLEDGED BY:

APIX INTERNATIONAL LIMITED

By:

 

/s/ Victor Lee


Name:

  Victor Lee

Title:

  Director

 

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ACKNOWLEDGMENT OF GRANTOR

 

STATE OF                                                                              )

                                                                                                  ) SS.

COUNTY OF                                                                          )

 

On this      day of August, 2005 before me personally appeared                                                                          , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of Cardima, Inc. who being by me duly sworn did depose and say that such Person is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its respective Board of Directors and that such Person acknowledged said instrument to be the free act and deed of said corporation.

 

 


Notary Public

  {SEAL}

 

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SCHEDULE I

Patents

 

TITLE


   SERIAL/ PATENT
NO.


   APPLICATION/
ISSUE DATE


INTRAVASCULAR SENSING DEVICE    5509411    04/23/1996
METHOD AND SYSTEM FOR USING MULTIPLE INTRAVASCULAR SENSING DEVICES TO DETECT ELECTRICAL ACTIVITY    5706809    01/13/1998
INTRAVASCULAR METHOD AND SYSTEM FOR TREATING ARRHYTHMIA    5645082    07/08/1997
CATHETER WITH DEFLECTABLE DISTAL SECTION    5882333    03/16/1999
SHEATHED MULTIPOLAR CATHETER AND MULTIPOLAR GUIDEWIRE FOR SENSING CARDIAC ELECTRICAL ACTIVITY    5549109    08/27/1996
HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION    5699796    12/23/1997
OVER-THE-WIRE EP CATHETER    5782760    07/21/1998
INTRAVASCULAR SYSTEM FOR TREATING ARRHYTHMIA    5685322    11/11/1997
HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION    5957842    09/28/1999
INTRAVASCULAR RF OCCLUSION CATHETER    6120499    09/19/2000
LINEAR ABLATION ASSEMBLY    5863291    01/26/1999
INTRAVASCULAR SENSING DEVICE    5682885    11/04/1997
LINEAR ABLATION DEVICE AND ASSEMBLY    6063077    05/16/2000
INTRAVASCULAR METHOD AND SYSTEM FOR TREATING ARRHYTHMIA    5881732    03/16/1999
INTRALUMINAL DELIVERY OF TISSUE LYSING MEDIUM    5766152    06/16/1998
INTRAVASCULAR SENSING DEVICE    6141576    10/31/2000
HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION    5711298    01/27/1998
OVER-THE-WIRE EP CATHETER    5895355    04/20/1999
GUIDING CATHETER FOR THE CORONARY SINUS    5775327    07/07/1998
A METHOD OF TREATING USING AN OVER-THE-WIRE EP CATHETER    6002956    12/04/1999

 

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TITLE


   SERIAL/ PATENT
NO.


   APPLICATION/
ISSUE DATE


INTRAVASCULAR SENSING DEVICE    5967978    10/19/1999
INTRAVASCULAR METHOD AND DEVICE FOR OCCLUDING A BODY LUMEN    5960796    10/05/1999
PROTECTED PIN CONNECTOR FOR AN ELECTROPHYSIOLOGY CATHETER    6167291    12/26/2000
EP CATHETER    6251107    06/26/2001
LINEAR ABLATION ASSEMBLY    6302880    10/16/2001
SURGICAL ABLATION TOOL    6332881    12/25/2001
ELECTROPHYSIOLOGICAL DEVICE FOR THE ISTHMUS    6746446    06/08/2004
LINEAR ABLATION ASSEMBLY    6814732    11/09/2004
INTRALUMINAL DELIVERY OF TISSUE LYSING MEDIUM    6113584    09/05/2000
METHOD AND SYSTEM FOR USING MULTIPLE INTRAVASCULAR SENSING DEVICES TO DETECT ELECTRICAL ACTIVITY    6088610    07/11/2000
GUIDING CATHETER FOR THE CORONARY SINUS    6021340    02/01/2000
HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION    5645064    07/08/1997
HELICALLY SHAPED ELECTROPHYSIOLOGY CATHETER    09/847181    05/01/2001
TI-CHANNNEL RF ENERGY DELIVERY WITH COAGULUM REDUCTION    10/333113    01/14/2003
SYSTEM AND METHOD FOR MULTI-CHANNEL RF ENERGY DELIVERY WITH COAGULUM REDUCTION    10/846260    05/14/2004
LINEAR ABLATION ASSEMBLY    10/980699    11/03/2004
HELICALLY SHAPED ELECTROPHYSIOLOGY CATHETER    09/901856    07/09/2001
LINEAR ABLATION ASSEMBLY    10/909668    08/02/2004

 

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