EXHIBIT 10.91
TERMINATION AND RELEASE
OF PATENT SECURITY AGREEMENT
TERMINATION AND RELEASE OF PATENT SECURITY AGREEMENT, dated as of May
31, 2002, by and between FLEET CAPITAL CORPORATION with an office at 200
Glastonbury Boulevard, Glastonbury, Connecticut 06033 (the "Lender") and
IGI, INC., a Delaware corporation, having its principal place of business
at Wheat Road and Lincoln Avenue, Buena, New Jersey 08310(the "Company").
WHEREAS, pursuant to the terms of (i) the Loan and Security
Agreement, dated October 29, 1999, between the Company, IGEN, Inc.,
ImmunoGenetics, Inc. and Blood Cells, Inc. (collectively the "Borrowers")
and the Lender, (as amended and in effect from time to time (the "Loan
Agreement"), and (ii) the Patent Security Agreement dated October 29, 1999,
between the Company and the Lender, and recorded with the United States
Patent and Trademark Office on July 13, 2000 (Patent Reel 010909 and Frame
Number 0847)(as amended and supplemented from time to time, the "Patent
Agreement") each for the purpose of securing certain obligations of the
Company to the Lender;
WHEREAS, pursuant to the Loan Agreement and the Patent Agreement, the
Company granted to the Lender, a security interest in and lien on, and
collaterally assigned to the Lender, all of its patents and patent
applications, including without limitation, the patents and patent
applications identified on Exhibit A, attached hereto) (such patents
referred to herein as the "Named Patents"); and
WHEREAS, the Lender has agreed to terminate and release its security
interest and all of its right, title and interest in each of the Named
Patents as herein provided;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Company
hereby agree as follows:
1. Release and Assignment. The Lender hereby terminates and
releases its security interest in and first priority lien on all of the
Company's Named Patents and the Lender hereby assigns and transfers to the
Company, without recourse, all of the Lender's right, title and interest in
and to each of the Named Patents effective as of the date set forth above.
2. Acknowledgment and Acceptance. The Company hereby acknowledges
and accepts the foregoing release and assignment by the Lender.
3. Counterparts. This Release may be executed in any number of
counterparts which shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the Lender and the Company have executed this
Release, to take effect as of the date first set forth above.
FLEET CAPITAL CORPORATION
By: /s/ Stephen M. Spencer
-------------------------------
Name: Stephen M. Spencer
Title: Senior Vice President
Accepted:
IGI, INC.
By: /s/ Domenic N. Golato
-------------------------------
Name: Domenic N. Golato
Title: Sr. Vice President & CFO
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF CONNECTICUT )
)ss. Glastonbury
COUNTY OF HARTFORD )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 25th day of May, 2002, personally appeared Stephen M.
Spencer to me known personally, and who, being by me duly sworn, deposes
and says that he is a Senior Vice President of FLEET CAPITAL CORPORATION,
and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors, and said officer
acknowledged said instrument to be the free act and deed of said
corporation.
/s/ Lisa A. Giampaolo
------------------------------------
Notary Public
My Commission Expires:
Lisa A. Giampaolo
My Commission Expires On
February 28, 2005
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CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MASSACHUSETTS )
)ss.
COUNTY OF SUFFOLK )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31st day of May, 2002, personally appeared Dominic N.
Golato to me known personally, and who, being by me duly sworn, deposes and
says that he/she is a SVP & CFO of IGI, INC., and that said instrument was
signed and sealed on behalf of said corporation by authority of its Board
of Directors, and said officer acknowledged said instrument to be the free
act and deed of said corporation.
Shel M. McCarthy
Notary Public
My Commission Expires: 5/8/03
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EXHIBIT A
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IGI, INC. PATENTS
-----------------
None
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Exhibit A continued
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PATENTS LICENSED TO IGI, INC. BY TRISTRATA TECHNOLOGY, INC.
-----------------------------------------------------------
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Exhibit A continued
Intellectual Property Licensed from
Tristrata Technology, Inc.
ISSUED U.S. PATENTS
1. U.S. Patent Reexamination Certificate Bl 5,091,171
2. U.S. Patent No. 5,385,938
3. U.S. Patent No. 5,389,677
U.S. PATENT APPLICATIONS
1. U.S. Patent Application No. 06/945,680
2. U.S. Patent Application No. 07/469,738
3. U.S. Patent Application No. 07/812,858
4. U.S. Patent Application No. 08/008,223
5. U.S. Patent Application No. 07/393,749
6. U.S. Patent Application No. 08/359,939
7. U.S. Patent Application No. 07/840,149
8. U.S. Patent Application No. 07/683,437
9. U.S. Patent Application No. 07/936,863
10. U.S. Patent Application No. 08/117,559
11. Those portions of any other U.S. Patents or U.S. Patent Applications
owned or controlled by LICENSOR at any time during the term of this
Agreement relating to glycolic acid and/or its salts, to the extent
the portions of such other U.S. Patents or U.S. Patent Applications
encompass a method for using only glycolic acid and/or its salts for
the treatment of human skin wrinkles, fine lines on the human skin
and/or aging related human skin changes.
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