Exhibit 4.4
Execution
Version
PATENT SECURITY
AGREEMENT
This Patent Security Agreement (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the “ Patent Security Agreement
”), dated as of May 28, 2009, is made by the Persons
listed on the signature pages hereof (collectively, the “
Grantors ”) in favor of Wells Fargo Bank, National
Association, as collateral agent (the “ Collateral
Agent ”) for the Secured Parties (as defined in the
Security Agreement referred to below).
WHEREAS, WMG Acquisition Corp., a
Delaware corporation, has entered into an Security Agreement, dated
as of May 28, 2009, made by the Grantors to the Collateral
Agent (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Security Agreement
”). Capitalized terms not otherwise defined herein have the
meanings set forth in the Security Agreement.
WHEREAS, under the terms of the
Security Agreement, the Grantors have granted to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain Patents (as defined
below) of the Grantors, and have agreed as a condition thereof to
execute this Patent Security Agreement for recording with the U.S.
Patent and Trademark Office and any other appropriate governmental
authorities.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:
Section 1. Grant of
Security . Each Grantor hereby grants to the Collateral Agent,
for the ratable benefit of the Secured Parties, a security interest
in such Grantor’s right, title and interest in and to the
following (all of the following items or types of property being
herein collectively referred to as the “ Patent
Collateral ”), whether now owned or existing or hereafter
acquired or arising:
(i) each patent, patent application,
utility model and statutory invention registration, all inventions
claimed or disclosed therein and all improvements thereto (“
Patents ”) owned by the Grantor, including, without
limitation, each Patent referred to in Schedule 1
hereto;
(ii) all registrations and
applications for registration for any Patent, together with all
reissues, divisions, continuations, continuations-in-part,
extensions, renewals and reexaminations thereof;
(iii) all rights in the foregoing
provided by international treaties or conventions, all rights
corresponding thereto throughout the world and all other rights of
any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;
(iv) each Patent license to which
the Grantor is a party, including, without limitation, each Patent
license referred to in Schedule 1 hereto;
(v) any and all claims for damages
and injunctive relief for past, present and future infringement,
violation, misuse or breach with respect to any of the foregoing,
with the right, but not the obligation, to sue for and collect, or
otherwise recover, such damages; and
(vi) any and all Proceeds of,
collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and Supporting
Obligations relating to, any and all of the foregoing.
Section 2. No Transfer of
Grantor’s Rights . Except to the extent expressly
permitted in the Secured Agreements, as applicable, each Grantor
agrees not to sell, license, exchange, assign, or otherwise
transfer or dispose of, or grant any rights with respect to, or
mortgage or otherwise encumber, any of the Patent
Collateral.
Section 3. Security for
Secured Obligations . The grant of continuing security interest
in the Patent Collateral by each Grantor under this Patent Security
Agreement secures the payment of all Secured Obligations of such
Grantor, now or hereafter existing under or in respect of the
Finance Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.
Section 4. Recordation .
Each Grantor authorizes and requests that the Commissioner for
Patents and any other applicable government office record this
Patent Security Agreement.
Section 5. Execution in
Counterparts . This Patent Security Agreement may be executed
in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
Section 6. Grants, Rights
and Remedies . This Patent Security Agreement has
been executed and delivered by the Grantors for the
purpose of recording the grant of security interest herein with the
U.S. Patent and Trademark Office. The security interest granted
hereby has been granted to the Collateral Agent in connection
with the Security Agreement and is expressly subject to
the terms and conditions thereof and does not create any additional
rights or obligations for any party hereto.
The Security Agreement (and all rights and remedies of
the Collateral Agent thereunder) shall remain in full force
and effect in accordance with its terms.
2
Section 7. Governing Law
. This Patent Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New
York.
3
IN WITNESS WHEREOF, each Grantor has
caused this Patent Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date
first above written.
|
|
|
|
WMG ACQUISITION
CORP.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Paul
Robinson
|
|
Title:
|
|
Executive Vice
President
|