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EXHIBIT INTELLECTUAL PROPERTY SECURITY AGREEMENT 10.37

Intellectual Property IP Rights Security Agreement

EXHIBIT INTELLECTUAL PROPERTY SECURITY AGREEMENT 10.37 | Document Parties: DIGITAL ANGEL CORPORATION | DIGITAL ANGEL TECHNOLOGY CORPORATION | FEARING MANUFACTURING CO, INC | KALLINA CORPORATION | Laurus Capital Management, LLC You are currently viewing:
This Intellectual Property IP Rights Security Agreement involves

DIGITAL ANGEL CORPORATION | DIGITAL ANGEL TECHNOLOGY CORPORATION | FEARING MANUFACTURING CO, INC | KALLINA CORPORATION | Laurus Capital Management, LLC

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Title: EXHIBIT INTELLECTUAL PROPERTY SECURITY AGREEMENT 10.37
Date: 11/14/2007
Industry: Communications Equipment     Sector: Technology

EXHIBIT INTELLECTUAL PROPERTY SECURITY AGREEMENT 10.37, Parties: digital angel corporation , digital angel technology corporation , fearing manufacturing co  inc , kallina corporation , laurus capital management  llc
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Exhibit 10.37
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “ Agreement ”), dated as of August 31, 2007, is made by each of DIGITAL ANGEL CORPORATION, a Delaware corporation (“ DOC ”), DIGITAL ANGEL TECHNOLOGY CORPORATION, a Minnesota corporation (“ DATC ”) and FEARING MANUFACTURING CO., INC. (“FMC” and together with DOC and DATC, the “ Grantors ” and each, a “ Grantor ”), in favor of KALLINA CORPORATION (“ Lender ”).
WHEREAS, pursuant to that certain Security Agreement dated as of the date hereof by and between Grantors (collectively, the “ Borrowers ”) and Lender (as from time to time amended, restated, supplemented or otherwise modified, the “ Security Agreement ”), Lender has agreed to provide financial accommodations to the Borrowers;
WHEREAS, Lender is willing to enter into the Security Agreement, but only upon the condition, among others, that each Grantor shall have executed and delivered to Lender this Agreement;
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, each Grantor hereby agrees as follows:
Section 1. DEFINED TERMS .
(a) When used herein the following terms shall have the following meanings:
Copyrights ” means all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office, and the right to obtain all renewals of any of the foregoing.
Copyright Licenses ” means all written agreements naming any Grantor as licensor or licensee, granting any right under any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
General Intangibles ” shall have the meaning provided thereto in Section 9-102 of the UCC, as amended, restated or otherwise modified from time to time.
Obligations ” Loans, all advances, debts, liabilities, obligations, covenants and duties owing by each Company and each of its Eligible Subsidiaries to Lender (or any corporation that directly or indirectly controls or is controlled by or is under common control with Lender), other than those arising under the Registration Rights Agreement or the Warrant, of every kind and description (whether or not evidenced by any note or other instrument and whether or not for the payment of money or the performance or non-performance of any act), direct or indirect,

 

 


 
absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, whether existing by operation of law or otherwise now existing or hereafter arising including any debt, liability or obligation owing from any Company and/or each of its Eligible Subsidiaries to others which Lender may have obtained by assignment or otherwise and further including all interest (including interest accruing at the then applicable rate provided in the Security Agreement after the maturity of the Loans and interest accruing at the then applicable rate provided in the Security Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), charges or any other payments each Company and each of its Eligible Subsidiaries is required to make by law or otherwise arising under or as a result of the Security Agreement, the Ancillary Agreements (other than the Registration Rights Agreement or the Warrant) or otherwise, together with all reasonable expenses and reasonable attorneys’ fees chargeable to the Companies’ or any of their Eligible Subsidiaries’ accounts or incurred by Lender in connection therewith.
Patents ” means (a) all letters patent of the United States, any other country or any political subdivision thereof, and all reissues and extensions of such letters patent, (b) all applications for letters patent of the United States or any other county and all divisions, continuations and continuations-in-part thereof, and (c) all rights to obtain any reissues or extensions of the foregoing.
Patent Licenses ” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.
Trademarks ” means (a) all trademarks, trade names, corporate names, business names, fictitious business names, trade styles, services marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or political subdivision thereof, or otherwise, and all common-law rights thereto, and (b) the right to obtain all renewals thereof.
Trademark Licenses ” means, collectively, each agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.
UCC ” shall have the meaning provided thereto in the Security Agreement.
(b) All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement.
Section 2. GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL . To secure the complete and timely payment of all the Obligations of such Grantor now or hereafter existing from time to time, each Grantor hereby grants to Lender a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “ Collateral ”):

 

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(a) all of its Patents and Patent Licenses to which it is a party including those referred to on Schedule I hereto;
(b) all of its Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule II hereto;
(c) all of its Copyrights and Copyright Licenses to which it is a party including those referred to on Schedule III hereto;
(d) all of the Patents, Trademarks and Copyrights identified in Schedule I , Schedule II and Schedule III , respectively, that are material to its

 
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