Patent, Trademark, And License Collateral Assignment
THIS PATENT, TRADEMARK, AND LICENSE ASSIGNMENT (Assignment) is made as of this [date], by and between [name], a [state] corporation with an office located at [address], not in its individual capacity but as agent (Agent) for Lenders (as defined below) and [name] (Assignor), a [name] corporation with an office at [address].
W I T N E S S E T H :
WHEREAS, Assignor has agreed to grant to Agent, for its benefit and the ratable benefit of Lenders, a first priority security interest in substantially all of its assets to secure the payment of all amounts owing by Assignor under that certain Loan Agreement, dated as of [date] (as amended, supplemented or modified from time to time, the Loan Agreement) by and among Assignor, Lenders (as defined therein), Agent, as agent for Lenders; and
WHEREAS, pursuant to the terms of a Security Agreement dated as of [date] (Security Agreement) by and between Agent and Assignor, Assignor has mortgaged, pledged, and granted to Agent, for its benefit and the ratable benefit of Lenders, a lien on and security interest in all right, title, and interest of Assignor in, to, and under all of Assignor's Patents, Trademarks, and Licenses (as defined below) whether presently existing or hereafter arising or acquired, and any products and proceeds thereof, including, without limitation, any and all causes of action that may exist by reason of infringement thereof for the full term of the Patents, Trademarks, and Licenses to secure the payment of all amounts owing by Assignor under the Loan Agreement and the Notes referred to in the Loan Agreement;
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, Assignor agrees as follows:
1. Incorporation of Loan Agreement. The Loan Agreement and the Security Agreement and all the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto.
2. Assignment of Patents, Technical Information, Licenses, and Trademarks. To secure the complete and timely satisfaction of all of the Secured Obligations (as defined in the Security Agreement):
a. Assignor hereby grants, assigns, and conveys to Agent, for its benefit and the ratable benefit of the Lenders, the entire right, title, and interest of Assignor in and to all of the following, whether now owned or existing and filed or hereafter acquired or arising and filed:
i. Assignor's patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, and those patents listed on Schedule A attached hereto [omitted] and made a part hereof, and (a) the reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (b) all income, royalties, damages, and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (c) subject to the provisions of paragraph 11, the right to sue 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) through (d), inclusive, of this sentence, are sometimes hereinafter individually and/or collectively referred to as the Patents);
ii. Assignor's technical information and know-how relating to processes, procedures, inventions, machines or trade secrets used in connection with the Patents;
iii. Assignor's license agreements relating to or involving any of the Patents or technical information described in clauses (a)(i) or (a)(ii) with any other party, whether Assignor is a licensor or licensee under any such license agreement, including, without limitation, the licenses listed on Schedule C attached hereto [omitted] and made a part hereof, and the right to prepare for sale, sell, and advertise for sale all Inventory (as defined in the Loan Agreement) now or hereafter owned by Assignor and now or hereafter covered by such licenses (all of the foregoing are hereafter referred to collectively as the Patent Licenses); and
b. Assignor hereby grants, assigns, and conveys to Agent, for its benefit and the ratable benefit of the Lenders, a security interest in...
(Excerpt)
Premium Contract: Ready to fill-in and print. Instant download only $22.50!
How to prepare legal forms (click 
Premium Contract: Ready to fill-in and print. Instant download only $22.50!