EXHIBIT 10.17
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as
of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation
(the "Grantor"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), as
collateral agent (together with its successor(s) thereto in such capacity,
"Grantee") for the Trustee and Holders, in light of the following:
W I T N E S S E T H:
WHEREAS, the Grantor and LaSalle, as collateral agent and as trustee (in
such capacity, the "Trustee"), have entered into an Indenture, dated as of June
29, 2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture"), pursuant to which the Grantor has issued 90,000 Units
(and, together with any additional units that may be issued from time to time
thereunder or exchanged therefor or for such additional units, the "Units"),
each of which consists of an 11-1/2% Senior Secured Note due 2011 in a principal
amount of $1,000 (and, together with any additional notes that may be issued by
the Grantor from time to time thereunder or exchanged therefor or for such
additional notes, the "Notes") and a warrant to purchase 8.947 shares of common
stock of the Grantor, at an exercise price of $0.01 per share, subject to
adjustment;
WHEREAS, the Grantor and the Grantee have entered into that certain
Security Agreement, dated as of June 29, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the "Security Agreement"),
pursuant to which the Grantor has granted security interests in certain of its
assets (including its Intellectual Property) as more fully described therein;
WHEREAS, the Grantor and Xxxxx Fargo Foothill, Inc. have entered into that
certain Loan and Security Agreement dated as of June 29, 2004 (as amended,
restated, supplemented, replaced or otherwise modified from time to time, the
"Credit Agreement");
WHEREAS, the Grantee, the Administrative Agent and the Grantor have
entered into that certain Intercreditor and Lien Subordination Agreement, dated
as of June 29, 2004 (as amended, restated, supplemented, replaced or otherwise
modified from time to time, the "Intercreditor Agreement"), which agreement,
among other things, sets forth, as between the Grantee and the Administrative
Agent, the relative priority of their respective Liens in the Collateral
(including the Intellectual Property) and their rights with respect thereto;
WHEREAS, the Grantor desires to secure its Obligations under the Notes,
the Indenture and each other Indenture Document to which it becomes a party by
granting to Grantee, for the benefit of itself, the Trustee and the Holders,
security interests in the Intellectual Property as set forth herein; and
WHEREAS, to induce the Initial Purchaser to purchase the Units and the
underlying Notes, each Holder to hold the Units and the underlying Notes to be
held by it and LaSalle to act in its capacities as trustee and collateral agent,
the Grantor desires to pledge, grant, transfer, and assign to Grantee, for the
benefit of itself, the Holders and the Trustee, a security interest in the
Intellectual Property to secure the Obligations, as provided herein.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor (intending to be legally bound hereby) agrees as
follows:
1. Incorporation of Security Agreement. The Security Agreement and
the terms and provisions thereof are hereby incorporated herein in their
entirety by this reference thereto. All terms capitalized but not otherwise
defined herein shall have the same meanings herein as in the Security Agreement.
2. Security Interest in Intellectual Property. To secure prompt
payment of any and all of the Obligations in accordance with the terms and
conditions of the Security Agreement and in order to secure prompt performance
by Grantor of each of its covenants and duties under the Indenture Documents,
Grantor hereby grants to Grantee, for the benefit of the Grantee and the other
Secured Parties, a continuing security interest in, all of Grantor's right,
title and interest in and to all of the following now owned and existing and
hereafter arising, created or acquired property and products and proceeds
thereof (collectively, the "Intellectual Property"):
(i) patents and patent applications, including, without limitation, rights
in the inventions and improvements described and claimed therein, and those
patents listed on Exhibit A attached hereto and hereby made a part hereof, and
(a) all reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof, (b) all income, royalties, damages, proceeds and
payments now and hereafter due or payable under or with respect thereto,
including, without limitation, damages and payments for past or future
infringements thereof, (c) the right to xxx for past, present and future
infringements thereof, and (d) all rights corresponding thereto throughout the
world (all of the foregoing patents and applications, together with the items
described in clauses (a)-(d) of this subsection 2(i), are sometimes hereinafter
referred to individually as a "Patent" and, collectively, as the "Patents"); and
(ii) trademarks, trademark registrations, trademark applications, trade
names and tradestyles, brand names, service marks, service xxxx registrations
and service xxxx applications, including, without limitation, the trademarks,
trade names, brand names, service marks and applications and registrations
thereof listed on Exhibit B attached hereto and hereby made a part hereof, and
(a) all renewals or extensions thereof, (b) all income, royalties, proceeds,
damages and payments now and hereafter due or payable with respect thereto,
including, without limitation, damages and payments for past or future
infringements thereof, (c) the right to xxx for past, present and future
infringements thereof, and (d) all rights corresponding thereto throughout the
world (all of the foregoing trademarks, trade names and tradestyles, brand
names, service marks and applications and registrations thereof, together with
the items described in clauses (a)-(d) of this subsection 2(ii), are sometimes
hereinafter referred to individually as a "Trademark" and, collectively, as the
"Trademarks"); and
(iii) rights under or interests in any patent, trademark, or copyright
license agreements with any other Person (to the extent a security interest may
be granted in such rights without violating the terms of any such license
agreement; with respect to any of the Intellectual Property or any other patent,
trademark, service xxxx or any application or registration thereof or any other
trade name or tradestyle between Grantor and any other Person, whether Grantor
is a
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licensor or licensee under any such license agreement, including, without
limitation, the licenses listed on Exhibit C attached hereto and hereby made a
part hereof (all of the foregoing license agreements and Grantor's rights
thereunder are referred to collectively as the "Licenses"); and
(iv) the goodwill of Grantor's business connected with and symbolized by
the Trademarks; and
(v) copyrights, copyright registrations and copyright applications, used
in the United States and elsewhere, including, without limitation, the copyright
registrations and copyright applications listed on Exhibit D attached hereto and
made a part hereof, and (a) renewals or extensions thereof, (b) all income,
royalties, proceeds, damages and payments now and hereafter due and/or payable
with respect thereto, including, without limitation, damages and payments for
past or future infringements thereof, (c) the right to xxx for past, present and
future infringements thereof, and (d) all rights corresponding thereto
throughout the world (all of the foregoing copyrights, copyright registrations
and copyright applications, together with the items described in clauses
(a)-(d), are sometimes hereinafter individually and/or collectively referred to
as the "Copyrights"); and
(vi) all trade secrets, formulas, processes, devices, know-how, or
compilations of information (including technical information and non-technical
information such as customer lists and marketing plans), collectively referred
to as trade secrets, which are not available to others and which are maintained
as confidential by Grantor, and the right to prevent misappropriation and
unauthorized disclosures thereof and all rights corresponding thereto throughout
the world (all of the foregoing trade secrets and associated rights are
sometimes hereinafter individually and/or collectively referred to as the "Trade
Secrets").
3. Representations and Warranties. Grantor hereby represents and
warrants to Grantee for the benefit of the Grantee and the other Secured
Parties, which representations and warranties shall survive the execution and
delivery of this Agreement, that:
(i) None of the issued patents, patent applications, registered
trademarks, trademark applications, registered copyrights or copyright
applications (collectively, the "REGISTERED INTELLECTUAL PROPERTY") has been
adjudged invalid or unenforceable nor has any such Registered Intellectual
Property been cancelled, in whole or in part, and each such Intellectual
Property is presently subsisting;
(ii) To the knowledge of the Grantor, none of the Intellectual Property
infringes upon the rights or property of any other Person or is currently being
challenged in any way
(iii) There are no pending or, to the knowledge of the Grantor, threatened
claims, litigation, proceedings or other investigations regarding any of the
Intellectual Property;
(iv) Each of the Intellectual Property material to the Grantor's business
is valid and enforceable, and the Grantor has adopted adequate precautions to
protect its Trade Secrets from unauthorized or accidental disclosure;
(v) Grantor is the sole and exclusive owner of the entire and unencumbered
right, title and interest in and to the Registered Intellectual Property, free
and clear of any liens, security
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interests, mortgages, charges and encumbrances, including, without limitation,
licenses, consent-to-use agreements, shop rights and covenants by Grantor not to
xxx third Persons (except for Permitted Liens);
(vi) Grantor has adopted, used and is currently using all of the
Trademarks, and, to the knowledge of Grantor, Grantor's use thereof does not
infringe the intellectual property rights of any person or entity;
(vii) Grantor has no written notice or knowledge of any suits or actions
commenced or threatened with reference to or in connection with any of the
Intellectual Property;
(viii) Grantor has the unqualified right to execute and deliver this
Agreement and perform its terms, this Agreement has been executed and delivered
by a duly authorized officer of Grantor, and this Agreement is a legally
enforceable obligation of Grantor;
(ix) No trademark opposition or cancellation proceedings have been filed
in the prior three years with the United States Patent and Trademark Office
against any of the Trademarks; and
(x) The Licenses, complete copies of which have been provided to Grantor,
are valid and binding agreements, enforceable in accordance with their terms
(subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency and similar laws from time to time in effect). Each
of the material Licenses is in full force and effect and has not been amended or
abrogated and, to the knowledge of the Grantor, there is no default under any of
the Licenses.
4. Restrictions on Future Agreements. Except as otherwise permitted
pursuant to the Indenture, Grantor agrees that until all Obligations shall have
been satisfied and paid in full (other than contingent indemnification
obligations) or the Defeasance thereof shall have been consummated, Grantor
shall not, without the prior written consent of Grantee, Dispose, xxxxx x Xxxx
on, encumber or assign any or all of, or grant any license or sublicense under
(other than as commercially reasonable in Grantor's good faith business
judgment), the Intellectual Property, or enter into any other agreement with
respect to the Intellectual Property, and Grantor further agrees that it shall
not knowingly take any action or knowingly permit any action to be taken by
others subject to its control, including, without limitation, licensees or
sublicensees, or knowingly fail to take any action, which would materially
adversely affect the validity or enforcement of the rights Grantee subject to
this Agreement, other than in the ordinary course of business.
5. New Intellectual Property. Grantor hereby represents and warrants
to Grantee for the benefit of the Grantee and the other Secured Parties that the
Intellectual Property listed on Exhibits A, B and C, respectively, constitute
all of the Registered Intellectual Property now owned by Grantor. Grantor hereby
represents and warrants to Grantee for the benefit of Grantee and the other
Secured Parties that the Intellectual Property listed on Exhibit C constitute
all of the material Licenses now owned by Grantor. If, before all Obligations
(other than contingent indemnification obligations) shall have been satisfied in
full or the Defeasance thereof shall have been consummated, Grantor shall (i)
become aware of any existing Registered
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Intellectual Property of which Grantor has not previously informed Grantee, (ii)
obtain rights to any Registered Intellectual Property, or (iii) become entitled
to the benefit of any material Intellectual Property which benefit is not in
existence on the date hereof, the provisions of this Agreement above shall
automatically apply thereto and Grantor shall give to Grantee prompt written
notice thereof. Grantor hereby authorizes Grantee to modify this Agreement by
amending Exhibits A, B, C, and D, as applicable, to include any such
Intellectual Property, and Grantee may file or refile this Agreement with the
United States Patent and Trademark Office and United States Copyright Office.
Grantor agrees to execute and deliver any and all documents and instruments
necessary or advisable to record or preserve Grantee's interest in all
Intellectual Property added to Exhibits A, B, C, and D pursuant to this Section.
6. Royalties; Terms; Rights Upon Default. The term of this Agreement
shall extend until the earlier of (i) the expiration of all of the respective
material Intellectual Property collaterally assigned hereunder, (ii) the payment
in full of all Obligations (other than contingent indemnification obligations)
and (iii) the Defeasance of all Obligations (other than contingent
indemnification obligations) shall have been consummated. Grantor agrees that
upon the occurrence and during the continuance of an Event of Default, the use
by Grantee for the benefit of the Grantee and the other Secured Parties of all
Intellectual Property shall be worldwide and as extensive as the rights of
Grantor to use such Intellectual Property, and without any liability for
royalties or other related charges from Grantee or the other Secured Parties to
Grantor, solely for the purpose of completing production of, advertising for
sale and selling any Intellectual Property.
7. Grantee's Right to Inspect; Trademark Quality Control. To the
extent permitted by the Security Agreement, Grantee shall have the right, from
time to time with prior notice (unless an Event of Default has occurred and is
continuing, in which case prior notice shall not be required) and, during normal
business hours and prior to payment in full of all Obligations (other than
contingent indemnification obligations) or the Defeasance thereof, to inspect
Grantor's premises and to examine Grantor's books, records and operations,
including, without limitation, Grantor's quality control processes. Grantor
agrees (i) to maintain the quality of any and all products in connection with
which the material Trademarks are used, consistent with the quality of said
products (as determined by Grantor in its commercially reasonable business
judgment) and (ii) to provide Grantee, upon Grantee's reasonable request from
time to time, with a certificate of an officer of Grantor certifying Grantor's
compliance with the foregoing.
8. Release of Security Interest. Upon the payment and performance in
full in cash of the Obligations (other than contingent indemnification
obligations) or the Defeasance thereof, this Agreement shall terminate, and
Grantee shall execute and deliver such documents and instruments and take such
further action reasonably requested by Grantor, at Grantor's expense, as shall
be necessary to evidence termination of the security interest granted by Grantor
to Grantee for the benefit of the Grantee and the other Secured Parties
hereunder.
9. Expenses. All costs and expenses incurred in connection with the
performance of any of the agreements set forth herein shall be borne by Grantor.
All fees, costs and expenses, of whatever kind or nature, including reasonable
attorneys' and paralegals' fees and legal expenses, incurred by Grantee (for the
benefit of the Grantee and the other Secured
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Parties) in connection with the filing or recording of any documents (including
all taxes in connection therewith) in public offices, the payment or discharge
of any taxes, counsel fees, maintenance fees, encumbrances or otherwise in
protecting, maintaining or preserving the Intellectual Property, or in defending
or prosecuting any actions or proceedings arising out of or related to the
Intellectual Property, shall be borne by and paid by Grantor on demand by
Grantee on behalf of the Grantee and the other Secured Parties and until so paid
shall bear interest at the "default rate of interest" set forth in the
Indenture.
10. Duties of Grantor. Grantor shall have the duty to the extent
commercially reasonable and in Grantor's good faith business judgment,
desirable: (i) to file and prosecute diligently any patent, trademark or service
xxxx applications pending as of the date hereof or hereafter until all
Obligations (other than contingent indemnification obligations) shall have been
paid in full or the Defeasance thereof shall have been consummated, (ii) except
as otherwise provided in the Indenture or any other Indenture Document, to
preserve and maintain all rights in the material Intellectual Property
(including, but not limited to, with respect to Trademarks, the filing of
affidavits of use and, incontestability, where applicable, under Sections 8 and
15 of the Xxxxxx Act (15 U.S.C. Section 1058, 1065) and renewals and, to the
extent commercially reasonable, initiating opposition or cancellation
proceedings or litigation against users of the same or confusingly similar marks
who seriously threaten the validity or rights of Grantor in its material
Trademarks), and (iii) to ensure that the Registered Intellectual Property is
and remains enforceable. The Grantee shall be reimbursed for all such costs and
expenses which constitute to the extent required under the Security Agreement or
the Indenture. Grantor shall not knowingly or unreasonably abandon any right to
file a material patent, trademark or service xxxx application, or abandon any
pending patent application, or any other material Intellectual Property, unless
Grantor, in the exercise of its commercially reasonable business judgment
determines that such abandonment will not materially and adverse effect its
business.
11. Grantee's Right to Xxx. Upon the occurrence and during the
continuance of an Event of Default, Grantee for the benefit of the Grantee and
the other Secured Parties shall have the right, but shall in no way be
obligated, to bring suit in its own name to enforce the Intellectual Property,
only after Grantee has tendered notice to Grantor of Grantee's desire to
initiate such suit and Grantor has declined in writing to itself pursue such
suit, and, if Grantee shall commence any such suit, Grantor shall, at the
request of Grantee, do any and all lawful acts and execute any and all proper
documents and instruments reasonably required by Grantee for the benefit of the
Grantee and the other Secured Parties in aid of such enforcement.
12. No Waivers; Cumulative Remedies. No course of dealing between
Grantor and Grantee, nor any failure to exercise, nor any delay in exercising,
on the part of Grantee, any right, power or privilege hereunder or under the
Indenture or any other Indenture Document shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or thereunder preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.
13. Severability. The provisions of this Agreement are severable,
and if any clause or provision shall be held invalid and unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof,
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in such jurisdiction, and shall not in any manner affect such clause or
provision in any other jurisdiction, or any other clause or provision of this
Agreement in any jurisdiction.
14. Modification. This Agreement cannot be altered, amended or
modified in any way, except as specifically provided in Section 5 hereof or by a
writing signed by the Grantor and the Grantee.
15. Cumulative Remedies; Power of Attorney; Effect on Indenture
Documents. All of Grantee's rights and remedies with respect to the Intellectual
Property (for the benefit of the Grantee and the other Secured Parties), whether
established hereby or by the Indenture or any other Indenture Document, or by
any other agreements or by law shall be cumulative and may be exercised
singularly or concurrently. Grantor hereby authorizes Grantee for the benefit of
the Grantee and the other Secured Parties upon the occurrence and during the
continuance of an Event of Default, to make, constitute and appoint any officer
or agent of Grantee as Grantee may select, in its sole discretion, as Grantor's
true and lawful attorney-in-fact, with power to, for the benefit of the Grantee
and the other Secured Parties, (i) endorse Grantor's name on all applications,
documents, papers and instruments necessary or desirable for Grantee in the use
of the Intellectual Property, or (ii) take any other actions with respect to the
Intellectual Property as Grantee deems in its commercially reasonable judgment
to be in the best interest of Grantee, or (iii) grant or issue any exclusive or
non-exclusive license under the Intellectual Property to any person or entity,
or (iv) assign, pledge, sell, convey or otherwise transfer title in or dispose
of any of the Intellectual Property to any person or entity. Grantor hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. This power of attorney being coupled with an interest shall be
irrevocable until all Obligations shall have been paid in full (other than
contingent indemnification obligations) or the Defeasance thereof shall have
been consummated. Grantor acknowledges and agrees that this Agreement is not
intended to limit or restrict in any way the rights and remedies of Grantee
under the Indenture or any other Indenture Document but rather is intended to
facilitate the exercise of such rights and remedies. Grantee shall have, in
addition to all other rights and remedies given it by the terms of this
Agreement, the Indenture and the other Indenture Documents, all rights and
remedies allowed by law, in equity, and the rights and remedies of a secured
party under the Uniform Commercial Code as enacted in the State of New York.
16. Grantor Remain Liable. Anything herein to the contrary
notwithstanding:
(a) the Grantor will remain liable under the contracts and
agreements included in the Intellectual Property to the extent set forth
therein, and will perform all of its duties and obligations under such
contracts and agreements to the same extent as if this Agreement had not
been executed;
(b) the exercise by the Grantee of any of its rights hereunder will
not release the Grantor from any of its duties or obligations under any
such contracts or agreements included in the Intellectual Property; and
(c) no Secured Party will have any obligation or liability under any
contracts or agreements included in the Intellectual Property by reason of
this Agreement, nor will any such Person be obligated to perform any of
the obligations or duties of the Grantor
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thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.
17. Binding Effect; Benefits. This Agreement shall be binding upon
Grantor and its respective successors and assigns, and shall inure to the
benefit of Grantee, its successors, nominees and assigns; provided, however,
that neither party may assign this Agreement or any rights or duties hereunder
other than pursuant to the terms of the Indenture.
18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
19. Headings; Counterparts. Paragraph headings used herein are for
convenience only and shall not modify the provisions which they precede. This
Agreement may be signed in one or more counterparts, but all of such
counterparts shall constitute and be deemed to be one and the same instrument.
Any fax signature shall be deemed to be as legally enforceable and effective as
a signed original.
20. Further Assurances. Grantor agrees to execute and deliver such
further agreements, instruments and documents, and to perform such further acts,
as Grantee shall reasonably request from time to time in order to carry out the
purpose of this Agreement and agreements set forth herein. Grantor acknowledges
that a copy of this Agreement will be filed by the Grantee with the United
States Patent and Trademark Office and, if applicable, the United States
Copyright Office, at the sole cost and expense of Grantor.
21. Survival of Representations. All representations and warranties
of Grantor contained in this Agreement shall survive the execution and delivery
of this Agreement.
22. Foreign Patents, Copyrights and Trademarks. Upon the occurrence
and during the continuance of an Event of Default, at the request of Grantee and
at the sole cost and expense (including, without limitation, reasonable
attorneys' fees) of Grantor, Grantor shall take all actions and execute and
deliver any and all instruments, agreements, assignments, certificates and/or
documents, reasonably required by Grantee to collaterally assign any and all of
Grantor's foreign patent, copyright and trademark registrations and applications
now owned or hereafter acquired to and in favor of Grantee. Upon the execution
and delivery of any such collateral assignments or documents, the terms
"Patents", "Copyrights", and "Trademarks" as used herein shall automatically be
deemed amended to include such foreign patent, copyright and trademark
registrations and applications without any action required by any person or
entity.
23. JURY TRIAL WAIVER. THE GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR IN
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CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
24. Interpretation; Government Regulation. Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed against the Grantee,
any other Secured Party or the Grantor, whether under any rule of construction
or otherwise. On the contrary, this Agreement has been reviewed by all parties
and shall be construed and interpreted according to the ordinary meaning of the
words used so as to accomplish fairly the purposes and intentions of all parties
hereto.
25. Revival and Reinstatement of Obligations. If the incurrence or
payment of the Obligations by the Grantor or the transfer by the Grantor to the
Grantee of any property of the Grantor should for any reason subsequently be
declared to be void or voidable under any state or federal law relating to
creditors' rights, including provisions of the Bankruptcy Code relating to
fraudulent conveyances, preferences, or other voidable or recoverable payments
of money or transfers of property (collectively, a "Voidable Transfer"), and if
the Grantee or any other Secured Party is required to repay or restore, in whole
or in part, any such Voidable Transfer, or elects to do so upon the reasonable
advice of its counsel, then, as to any such Voidable Transfer, or the amount
thereof that the Grantee or such other Secured Party is required or elects to
repay or restore, and as to all reasonable costs, expenses, and attorneys fees
of the Grantee or such other Secured Party related thereto, the liability of the
Grantor automatically shall be revived, reinstated, and restored and shall exist
as though such Voidable Transfer had never been made.
26. Intercreditor Agreement.
(a) The Liens granted hereunder in favor of Grantee for the benefit
of itself, the Trustee and the Holders in respect of the Intellectual Property
and the exercise of any right related thereto thereby shall be subject, in each
case, to the terms of the Intercreditor Agreement.
(b) In the event of any direct conflict between the express terms
and provisions of this Agreement and of the Intercreditor Agreement, the terms
and provisions of the Intercreditor Agreement shall control.
[Signature Page Follows]
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IN WITNESS WHEREOF, Grantor has duly executed this Intellectual Property
Security Agreement in favor of Grantee, as of the date first written above.
GRANTOR:
VISKASE COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Its: Vice President
Agreed and Accepted as of this
29th, day of June, 2004
GRANTEE:
LASALLE BANK NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Its: First Vice President
