Exhibit 10.3
Execution Copy
INTELLECTUAL PROPERTY SECURITY
AGREEMENT
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this
“Agreement”), dated as of February 24, 2009, by and
among Synvista Therapeutics, Inc., a Delaware corporation
(“Debtor”) and Baker Bros. Advisors, LLC, as Collateral
Agent for the Secured Parties (together with its successors and
assigns in such capacity, the “Collateral
Agent”).
WITNESSETH:
WHEREAS, pursuant to a Note Purchase Agreement,
dated the date hereof, between Debtor and the Collateral Agent (the
“Purchase Agreement”), Debtor has agreed to issue to
the Holders (as defined in the Purchase Agreement) and the Holders
have each agreed to purchase from Debtor certain of Debtor’s
Senior Secured Notes (the “Notes”) in the principal
amounts as described in the Purchase Agreement; and
WHEREAS, in
order to induce the Holders (as defined in the Purchase Agreement)
to purchase the Notes, the Debtor has agreed to execute and deliver
to the Collateral Agent for the benefit of the Secured Parties (as
defined in the Security Agreement) that certain Security Agreement
dated the date hereof for the benefit of the Collateral Agent and
the Secured Parties in which the Debtor has, among other things,
granted to the Collateral Agent a security interest in the
Collateral (as defined in the Security Agreement) including a
security interest in all of the Debtor’s United States and
foreign patents and certificates of invention, or similar
industrial property rights, and applications for any of the
foregoing, including, without limitation: (i) each patent and
patent application referred to in Schedule I hereto, (ii)
all reissues, divisions, continuations, continuations-in-part,
extensions, renewals, and reexaminations thereof, (iii) all rights
corresponding thereto throughout the world, (iv) all inventions and
improvements described therein, (v) all rights to sue for past,
present and future infringements thereof, (vi) all licenses,
claims, damages, and proceeds of suit arising therefrom, and (vii)
all Proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and
proceeds of suit, in each case relating to all of Debtor’s
diagnostic assets, including, without limitation, (a) that
certain License and Research Agreement dated as of July 12,
2004, as amended (the “License Agreement”), between
BIO-RAP Technologies Ltd., on its own behalf and on behalf of the
Rappaport Family Institute for Research in the Medical Sciences,
and Debtor, (b) the Licensed Technology (as defined in the License
Agreement) being developed thereunder, (c) Debtor’s
HAPTOCHEK™ diagnostic test kit, and (d) Debtor’s
diagnostic test kit for the measurement of
carboxy-methyllysine (“CML”) (together, the
“Patent Collateral”) and all United States and foreign
trademarks, trade names, corporate names, company names, business
names, fictitious business names, Internet domain names, service
marks, certification marks, collective marks, logos, other source
or business identifiers, designs and general intangibles of a like
nature, all registrations and applications for any of the foregoing
including, without limitation: (i) the registrations and
applications referred to in Schedule II , (ii) all
extensions or renewals of any of the
