Back to top

SECURITY AGREEMENT

Security Agreement

SECURITY AGREEMENT | Document Parties: CORNERSTONE THERAPEUTICS INC | Aristos Pharmaceuticals, Inc | Cornerstone Biopharma Holdings, Inc | Paragon Commercial Bank You are currently viewing:
This Security Agreement involves

CORNERSTONE THERAPEUTICS INC | Aristos Pharmaceuticals, Inc | Cornerstone Biopharma Holdings, Inc | Paragon Commercial Bank

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SECURITY AGREEMENT
Date: 11/5/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

SECURITY AGREEMENT, Parties: cornerstone therapeutics inc , aristos pharmaceuticals  inc , cornerstone biopharma holdings  inc , paragon commercial bank
50 of the Top 250 law firms use our Products every day

Exhibit 10.50

SECURITY AGREEMENT

 

 

 

 

 

Name and Address of Grantor:

 

 

 

 

Aristos Pharmaceuticals, Inc.

 

 

 

 

2000 Regency Parkway, Suite 255

 

 

 

 

Cary, NC 27518

 

 

 

 

 

 

 

Name and Address of Debtor:

 

 

 

 

Cornerstone Biopharma Holdings, Inc.

 

 

 

 

2000 Regency Parkway, Suite 255

 

 

 

 

Cary, NC 27518

 

 

 

 

 

 

 

Name and Address of Secured Party:

 

 

 

 

Paragon Commercial Bank

 

 

 

 

3535 Glenwood Avenue

 

 

 

 

Raleigh, NC 27612

 

 

 

 

Attn: Brian K. Reid, Senior Vice President

 

 

          THIS SECURITY AGREEMENT is made and entered into this 25 th day of June, 2008 , by and among Aristos Pharmaceuticals, Inc. (hereinafter called the “Grantor” whether one or more in number, a corporation, partnership, another legal entity or an individual), whose address is 2000 Regency Parkway, Suite 255, Cary NC 27518 , and Cornerstone Biopharma Holdings, Inc. (hereafter called the “Debtor”), whose address is 2000 Regency Parkway, Suite 255, Cary NC 27518 and Paragon Commercial Bank (hereinafter called the “Secured Party”), a North Carolina banking Corporation, whose address is 3535 Glenwood Avenue, Raleigh, NC 27612.

     WHEREAS, Cornerstone Biopharma Holdings, Inc. are indebted to Secured Party in the amount of Four Million and 00/100 Dollars ($4,000,000.00) as evidenced by its note dated April 21, 2005 ; and

     WHEREAS, Aristos Pharmaceuticals, Inc. is desirous of securing said Note for the benefit of Cornerstone Biopharma Holdings, Inc. with UCC filings (Secretary of State) on its properties located at 2000 Regency Parkway, Suite 255, Cary NC 27518 (the “Property”).

     NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Aristos Pharmaceuticals, Inc. hereby agree to pledge their interest in the Property and related furnishings and equipment as security for the Note as follows:

     (1) CREATION OF SECURITY INTEREST: Grantor and Debtor grants to Secured Party a security interest in the Collateral described or referred to herein to secure the performance of all direct, contingent, present and future obligations of Debtor to Secured Party (the “Obligations”).

(2) COLLATERAL: The Collateral is classified generally as:

þ Accounts. Any and all accounts, accounts receivable, receivables, contract rights, book debts, checks, notes, drafts, instruments, chattel paper, acceptances, choses in action, any and all amounts due to Debtor from a factor or other forms of obligations and receivables now existing or hereafter arising out of the business of the Debtor, as well as any and all returned, refused and repossessed goods, and the cash or non-cash proceeds resulting therefrom.

þ Inventory. Any and all of Debtor’s inventory, including without limitation any and all goods held for sale or lease or being processed for sale or lease in Debtor’s business as now or hereafter conducted, whether now owned or hereinafter acquired, including all materials, goods and work in process, finished goods, and other tangible property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Debtor’s business, along with all documents (including documents of title) covering inventory and all cash and non-cash proceeds from the sale of inventory, including proceeds from insurance.

þ Equipment. Any and all of Debtor’s furnishings and equipment, wherever located, whether now owned or hereafter acquired, together with all increases, parts, fittings, accessories, equipment, and special tools now or hereafter affixed to any part thereof or used in connection therewith, and all products, additions, substitutions, accessions, and all cash and non-cash proceeds, including proceeds from insurance thereof and thereto.

o Fixtures. All of Debtor’s fixtures now existing or hereafter acquired, together with all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection therewith. These goods are or will become fixtures on the following described real estate in            County,           (State), owned by [name of owner] more particularly described as follows:

þ Instruments and/or Investment Documents. The following described instruments and documents including, without limitation, negotiable instruments, promissory notes, and documents of title owned or to be owned by Debtor, certificates of deposit, and all liens, security agreements, leases and other contracts securing or otherwise relating to any of such instruments or documents, and all cash and non-cash proceeds and products thereof and such additional property receivable or distributed in respect of or in exchange for all or any of such instruments or documents.

þ General Intangibles. All patents, trademarks, service marks, trade secrets, copyrights and exclusive licenses (whether issued or pending) and all documents, applications, materials and other matters related thereto, all inventions, and all manufacturing, engineering and production plans, drawings, specifications, processes and systems, all trade names, computer programs, databases, systems and software (including source and object codes), goodwill, choses in action and all other general intangibles of Debtor whether now owned or hereafter acquired and all cash and non-cash proceeds thereof.

o Timber. All of Debtor’s uncut timber growing or to be grown on the following described property, and all cash and non-cash proceeds including proceeds from insurance, and all products thereof (property description):

1


 

þ Other — Description of Collateral listed in box below:

Description of Collateral

      A blanket first priority lien on all furnishings, equipment, inventory and other items and types of personal property now owned or hereafter acquired, all the company’s general intangibles and accounts receivable, whether presently existing or arising in the future, and all the proceeds and products from the foregoing (including insurance proceeds) for Aristos Pharmaceuticals, Inc.

      In addition to the foregoing, the collateral shall also include those items listed on Schedule A, attached hereto and incorporated herein by reference.

Check here o if Debtor has no place of business in North Carolina but resides in North Carolina. Check here o if Debtor has more than one place of business in North Carolina . Check here þ if Debtor has only one place of business in North Carolina, give county of business here: WAKE.

If checked here o the Collateral described above includes all after-acquired Consumer Goods acquired by the Debtor within ten (10) days after the Secured Party has given value pursuant to this Agreement.

If checked here o this is a purchase money security agreement.

          Any additional Collateral acquired hereafter by the Grantor shall be Collateral subject to this Agreement. All Collateral now or hereafter subject to this Agreement includes the proceeds thereof and any additions and accessions thereto. Nothing contained herein shall be deemed consent to the sale of any Collateral.

(3)

 

GRANTOR’S UNDERTAKINGS: The Grantor agrees:

     (A) that Grantor will protect and properly care for the Collateral and no Collateral will be misused, wasted or allowed to deteriorate except for normal wear and tear;

     (B) to use the Collateral principally within the State of North Carolina and not to affix the Collateral to other personal property (unless other provision regarding the location or affixation of the Collateral is noted herein) and not to affix the Collateral to real property unless it is classified as a fixture hereinabove and the requisite information is supplied;

     (C) that Secured Party may act as attorney for Grantor in adjusting and canceling any such insurance coverage and in endorsing any insurance draft and may retain for the satisfaction of the Grantor’s Obligations any insurance proceeds and/or unearned premium on such insurance;

     (D) that upon the request of Secured Party, Grantor will (i) provide an updated appraisal of the Collateral and (ii) give to or deposit with Secured Party additional Collateral to Secured Party’s satisfaction;

     (E) that Collateral will not be changed, transferred, or otherwise disposed of (except for sale of inventory in the ordinary course of Debtor’s business) or be subjected to any unpaid charge, unless the Secured Party consents in advance in writing to such change, transfer or charge;

     (F) to procure or execute any Financing Statement or other document and do any act or pay any costs which Secured Party deems necessary to protect or perfect its security interest under this Agreement;

     (G) that the Collateral will not be used for illegal purposes; and

     (H) that Secured Party shall have the right to examine and inspect the Collateral and the books and records relating thereto, if any, at any reasonable time and, upon demand, Grantor shall assemble the Collateral at such place or places as Secured Party may designate for the purpose of allowing Bank to examine same.

(4)

 

DEFAULT AND REMEDIES:

     (A) The happening of any of the following events shall constitute a default under this Agreement: (i) the occurrence of a default under any note or other agreement secured hereby; (ii) the failure of Grantor to perform any of the terms, stipulations and conditions written into this Agreement; (iii) the insolvency of the Debtor, or the application for the appointment of a receiver for Debtor, the filing of a petition under any provision of the Bankruptcy Code by or against Debtor or an assignment for the benefit of creditors by or against Debtor; (iv) the entry of a judgment against Debtor or the issuance or service of any attachment, levy or garnishment against Debtor or the Collateral; (v) the failure of Debtor to furnish from time to time at Bank’s request, financial information with respect to Debtor; (vi) a determination by Bank that the Obligations are insecure or that a material adverse change in the financial condition of Debtor has occurred since the date hereof; (vii) failure of Debtor to perform any other agreement with Bank; (viii) any representation or affirmation by the Debtor to Bank herein or by separate writing is incorrect or false.

     (B) Upon the occurrence of a default as set forth in (A) above, at the option of Bank, all or any one of the Obligations secured hereby shall become immediately due and payable without demand or notice, and Bank shall have at any time after default the rights and remedies provided in the Uniform Commercial Code as enacted in the State of North Carolina or other applicable law, or by any note or other agreement secured hereby, and may, without limiting or waiving in any way the aforesaid rights:

          1. Enter upon Grantor’s premises to take possession of the Collateral or render it unusable, or require Grantor to assemble the Collateral at any place designated by the Bank reasonably convenient to both parties;

          2. Give any notice or notification to the Grantor required by the Uniform Commercial Code by mailing such notice, at least five (5) days before the event, if any, which is the subject of the notice to the Grantor’s address shown herein. Five (5) days’ notice to Grantor of any proposed action by Bank shall be deemed reasonable and sufficient notice for all purposes, provided, this provision shall not require a longer period of notice than shall be reasonable under the circumstances then existing;

          3. Use the proceeds of the dispositi


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more