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Exhibit
10.11
EXECUTION
COPY
COMPANY INTELLECTUAL
PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY
SECURITY AGREEMENT (“ Agreement ”) is dated and
made as of July 30, 2007, by Orthovita, Inc., a Pennsylvania
corporation (the “ Grantor ”), in favor of LB I
Group Inc., a Delaware corporation (the “ Collateral
Agent ”), for the benefit of holders of those certain 10%
Senior Secured Promissory Notes described in the Note Purchase
Agreement (as defined below).
WITNESSETH:
WHEREAS, the Grantor, is
entering into that certain Senior Secured Note and Warrant Note
Purchase Agreement, dated as of even date herewith (as the same may
be amended, modified, supplemented or restated from time to time,
the “ Note Purchase Agreement ”), with the
Collateral Agent and certain other Purchasers (as defined therein),
pursuant to which the Purchasers have agreed to furnish debt
financing to the Grantor by way of the purchase of (i) the
Borrower’s senior secured notes and (ii) warrants to
purchase the Grantor’s Common Stock;
WHEREAS, it is a condition
precedent to the effectiveness of the Note Purchase Agreement that
the Grantor shall have executed this Agreement and made the grant
of collateral in favor of the Collateral Agent, as contemplated
hereby; and
WHEREAS, this Agreement is
given and is intended to provide additional security for the
Obligations (as defined in the Note Purchase Agreement).
NOW, THEREFORE, in
consideration of the premises and to induce the Purchasers and the
Collateral Agent to enter into the Note Purchase Agreement, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Grantor hereby agrees with
the Collateral Agent as follows:
AGREEMENT
1. Definitions . Unless the
context otherwise requires, all terms used but not expressly
defined herein shall have the meanings given to them in the Note
Purchase Agreement or, if they are not defined in the Note Purchase
Agreement but are defined in the UCC, they shall have the same
meaning herein as in the UCC.
2. Grant of Security Interest .
To secure the Obligations under and as defined in the Note Purchase
Agreement, Grantor grants and pledges to the Collateral Agent, and
Collateral Agent hereby accepts, for the benefit of the holders of
the Notes, a security
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