INTELLECTUAL PROPERTY SECURITY
AGREEMENT
This
Intellectual Property Security Agreement is entered into as of
December 19, 2008 by and between MIDCAP FUNDING I,
LLC ("Agent") and AVID BIOSERVICES, INC.
("Grantor").
RECITALS
A. The
Lenders have agreed to make certain advances of money and to extend
certain financial accommodation to Grantor (the "Loans") in the
amounts and manner set forth in that certain Loan and Security
Agreement by and between Agent, the Lenders, Peregrine
Pharmaceuticals, Inc. and Grantor dated the Effective Date (as the
same may be amended, modified or supplemented from time to time,
the "Loan Agreement"; capitalized terms used herein are used as
defined in the Loan Agreement). The Lenders are willing
to make the Loans to Grantor, but only upon the condition, among
others, that Grantor shall grant to Agent, for the ratable benefit
of the Lenders, a security interest in certain Copyrights,
Trademarks, Patents, and Mask Works (as each term is described
below) to secure the obligations of Grantor under the Loan
Agreement.
B. Pursuant
to the terms of the Loan Agreement, Grantor has granted to Agent,
for the ratable benefit of the Lenders, a security interest in all
of Grantor's right, title and interest, whether presently existing
or hereafter acquired, in, to and under all of the
Collateral.
NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound, as collateral
security for the prompt and complete payment when due of its
obligations under the Loan Agreement, Grantor hereby represents,
warrants, covenants and agrees as follows:
AGREEMENT
To secure its
obligations under the Loan Agreement, Grantor grants and pledges to
Agent, for the ratable benefit of the Lenders, a security interest
in all of Grantor's right, title and interest in, to and under its
intellectual property (all of which shall collectively be called
the "Intellectual Property Collateral"), including, without
limitation, the following:
(a) Any
and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and
whether or not the same also constitutes a trade secret, now or
hereafter existing, created, acquired or held, including without
limitation those set forth on Exhibit A attached hereto
(collectively, the "Copyrights");
(b) Any
and all trade secrets, and any and all intellectual property rights
in computer software and computer software products now or
hereafter existing, created, acquired or held;
(c) Any
and all design rights that may be available to Grantor now or
hereafter existing, created, acquired or held;
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