PATENT SECURITY AGREEMENT
(Patents, Patent Applications and Patent Licenses)
WHEREAS, SYBRON CHEMICALS INC., a Delaware corporation (herein
referred to as the "Lien Grantor") owns, or in the case of licenses, is a
party to, the Patent Collateral (as defined below);
WHEREAS, pursuant to the terms of the Security Agreement dated
as of July 31, 1998 (as such agreement may be amended from time to time, the
"Security Agreement") among Sybron Chemicals Inc., the Subsidiary Guarantors
party thereto and Mellon Bank, N.A., as Administrative Agent for the Secured
Parties referred to therein (in such capacity, together with its successors in
such capacity, the "Grantee"), the Lien Grantor has granted to the Grantee for
the benefit of such Secured Parties a continuing security interest in or other
Lien on substantially all the personal property of Lien Grantor (except
certain excluded property), including all right, title and interest of the
Lien Grantor in, to and under the Patent Collateral (as defined below),
whether now owned or existing or hereafter acquired or arising, to secure the
Secured Obligations (as defined in the Security Agreement) of the Lien Grantor;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Lien Grantor
does hereby grant to the Grantee, to secure the Secured Obligations of the
Lien Grantor, a continuing security interest in all of the Lien Grantor's
right, title and interest in, to and under the following (all of the following
items or types of property being herein collectively referred to as the
"Patent Collateral"), whether now owned or existing or hereafter acquired or
arising:
(i) each Patent (as defined in the Security Agreement)
owned by the Lien Grantor, including, without limitation, each Patent referred
to in Schedule 1 hereto;
(ii) each Patent License (as defined in the Security
Agreement) to which the Lien Grantor is a party, including, without
limitation, each Patent License identified in Schedule 1 hereto; and
(iii) all proceeds of and revenues from the foregoing,
including, without limitation, all proceeds of and revenues from any claim
by the Lien Grantor against third parties for past, present or future
infringement of any Patent owned by the Lien Grantor, including, without
limitation, any Patent referred to in Schedule 1 hereto, and all rights and
benefits of the Lien Grantor under any Patent License, including, without
limitation, any Patent License identified in Schedule 1 hereto.
The Lien Grantor hereby irrevocably constitutes and appoints
the Grantee and any officer or agent thereof, with full power of substitution,
as its true and lawful attorney-in-fact with full power and authority in the
name of the Lien Grantor or in its name, from time to time, in the Grantee's
discretion, so long as an Event of Default shall have occurred and be
continuing to take with respect to the Patent Collateral any and all
appropriate action which the Lien Grantor might take with respect to the
Patent Collateral and to execute any and all documents and instruments which
may be necessary or desirable to carry out the terms of this Patent Security
Agreement and to accomplish the purposes hereof.
Except to the extent permitted in the Security Agreement or the
Credit Agreement, the Lien Grantor agrees not to sell, license, exchange,
assign or otherwise transfer or dispose of, or grant any rights with respect
to, or mortgage or otherwise encumber, any of the Patent Collateral.
The foregoing security interest is granted in conjunction with
the security interests granted by the Lien Grantor to the Grantee pursuant to
the Security Agreement. The Lien Grantor does hereby further acknowledge and
affirm that the rights and remedies of the Grantee with respect to the
security interest in the Patent Collateral granted hereby are more fully set
forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.
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IN WITNESS WHEREOF, the Lien Grantor has caused this Patent
Security Agreement to be duly executed by its officer thereunto duly
authorized as of the 31st day of July, 1998.
SYBRON CHEMICALS INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Acknowledged:
MELLON BANK, N.A.
as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
3
STATE OF __________ )
) ss.:
COUNTY OF __________)
I, ______________________, a Notary Public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY, that _________________________,
_______________ of SYBRON CHEMICALS INC. (the "Company"), personally known to
me to be the same person whose name is subscribed to the foregoing instrument
as such _________________, appeared before me this day in person and
acknowledged that (s)he signed, executed and delivered the said instrument as
her/his own free and voluntary act and as the free and voluntary act of said
Company, for the uses and purposes therein set forth being duly authorized so
to do.
GIVEN under my hand and Notarial Seal this ___ day of July, 1998.
[Seal]
________________________________
Signature of notary public
My Commission expires __________
