Attached files
| file | filename |
|---|---|
| EX-10.4 - EX-10.4 - Aspira Women's Health Inc. | c617-20160331xex10_4.htm |
| EX-10.1 - EX-10.1 - Aspira Women's Health Inc. | c617-20160331xex10_1.htm |
| EX-10.2 - EX-10.2 - Aspira Women's Health Inc. | c617-20160331xex10_2.htm |
| EX-31.1 - EX-31.1 - Aspira Women's Health Inc. | c617-20160331xex31_1.htm |
| EX-31.2 - EX-31.2 - Aspira Women's Health Inc. | c617-20160331xex31_2.htm |
| EX-32.1 - EX-32.1 - Aspira Women's Health Inc. | c617-20160331xex32_1.htm |
| 10-Q - 10-Q - Aspira Women's Health Inc. | c617-20160331x10q.htm |
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT, dated as of March_14, 2016, by VERMILLION, INC. (the “Grantor”), in favor of STATE OF CONNECTICUT, acting by and through its DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT, (the “Secured Party”).
W I T N E S S E T H:
WHEREAS, the Secured Party has agreed to extend to Grantor certain financial assistance in the form of a loan in an amount not to exceed FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), the terms of which are contained in that certain Assistance Agreement, Security Agreement, and other loan documents, dated of even date hereof (collectively the “Loan Documents”); and
WHEREAS, pursuant to those Loan Documents, the Grantor is required to execute and deliver this Patent Security Agreement;
NOW, THEREFORE, in consideration of the foregoing and to induce the Lender, for the benefit of the Secured Party, to enter into the Assistance Agreement, the Grantor hereby agrees with the Secured Party as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, defined terms used herein shall have the meaning given to them in the Loan Documents.
SECTION 2. Grant of Security Interest in Patent Collateral. The Grantor hereby pledges and grants to the Secured Party a lien on and security interest in and to all of its right, title and interest in, to and under all the following collateral of the Grantor:
(a)All the patents of the Grantor as listed on Schedule A attached hereto (collectively the “Patents”).
SECTION 3. The Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Security Agreement and the Grantor hereby acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Secured Party shall otherwise determine.
Notwithstanding any requirements of the Security Agreement to the contrary, Grantor shall have the right to discontinue certain Patents by not filing the required patent maintenance fees, or otherwise discontinue, with the USPTO in the ordinary course of Grantor’s business, if Grantor has reasonably deemed those certain Patents to be obsolete. Grantor shall give Secured Party written notice of their intent not to maintain a given Patent within thirty (30) days of the
given patent maintenance fee due date with an explanation of why said Patent has become obsolete.
SECTION 4. Termination. Upon the termination of the Security Agreement in accordance thereof, the Secured Party shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the lien on and security interest in the Patents under this Patent Security Agreement and any other documents required to evidence the termination of the Secured Party’s interest in the Patents.
SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.
GRANTOR
VERMILLION, INC.
BY_/s/ Valerie B. Palmieri ________
Valerie B. Palmieri
President and CEO, Duly Authorized
Dated: 3/14/16_________________
STATE OF CONNECTICUT
DEPARTMENT OF ECONOMIC
AND COMMUNITY DEVELOPMENT
By: /s/ Catherine H. Smith ____ _
Name:Catherine H. Smith
Title:Commissioner
Duly Authorized
Dated: 3/22/16_________________
Schedule A
Patents
|
COUNTRY |
STATUS |
TITLE |
APPLICATION # |
DATE FILED |
PATENT # |
TIER |
NOTES |
|
Australia |
Issued |
OVARIAN CANCER BIOMARKERS |
2006261904 |
Jun 23, |
2006261904 |
1 |
OVA1 |
|
Australia |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
2012220896 |
Feb 14, |
1 |
OVA2 |
|
|
Australia |
Pending |
OVARIAN CANCER BIOMARKERS |
2015210343 |
Jun 23, |
1 |
OVA1/2 |
|
|
Australia |
Issued |
OVARIAN CANCER BIOMARKERS |
2012216473 |
Jun 23, |
2012216473 |
2 |
ApoA1, HE4, transthyretin |
|
Australia |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
2011316844 |
Oct 21, |
1 |
OVA1 |
|
|
Brazil |
Published |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
PI0813002.7 |
Jun 30, |
1 |
Correlogic |
|
|
Canada |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
2,828,119 |
Feb 14, |
2 |
Correlogic |
|
|
Canada |
Pending |
BIOMARKERS FOR OVARIAN CANCER |
2,611,173 |
Jun 23, |
2 |
Correlogic |
|
|
Canada |
Pending |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
2,691,980 |
Jun 30, |
2 |
Correlogic |
|
|
Canada |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
2,818,593 |
Oct 21, |
1 |
OVA1 |
|
|
China |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
201280010293.0 |
Feb 14, |
2 |
Correlogic |
|
|
European Patent Office |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
06773938.3 |
Jun 23, |
1910821 |
2 |
Hepcidin |
|
European Patent Office |
Pending |
OVARIAN CANCER BIOMARKERS |
15173589.1 |
Jun 23, |
1 |
OVA1 |
|
|
European Patent Office |
Pending |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
13170474.4 |
Jun 30, |
2 |
Correlogic |
|
European Patent Office |
Published |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
12749936.6 |
Feb 14, |
2 |
Correlogic |
|
|
European Patent Office |
Published |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
11835211.1 |
Oct 21, |
1 |
OVA1 |
|
|
France |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
06773938.3 |
Jun 23, |
8465929 |
3 |
ApoC1 |
|
France |
Issued |
BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER |
08843957.5 |
Oct 29, |
7395160 |
3 |
CTAP3, ApoA1, CA125, Transthyretin |
|
Germany |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
06773938.3 |
Jun 23, |
8206934 |
3 |
ApoC1 |
|
Germany |
Issued |
BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER |
08843957.5 |
Oct 29, |
1262202 |
3 |
CTAP3, ApoA1, CA125, Transthyretin |
|
Germany |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
1120120009908 |
Feb 14, |
2 |
Correlogic |
|
|
Hong Kong |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
14108246.9 |
Aug 12, |
2 |
Correlogic |
|
|
India |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
7669/CHENP/2013 |
Feb 14, |
2 |
Correlogic |
|
|
India |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
3989/CHENP/2013 |
Oct 21, |
1 |
OVA1 |
|
|
India |
Published |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
00556/DELNP/2010 |
Jan 25, |
2 |
Correlogic |
|
|
India |
Published |
PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA |
3847/KOLNP/2009 |
Nov 5, |
4 |
Non-ovarian |
|
Japan |
Issued |
PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA |
2002-512687 |
Jul 18, |
6925389 |
4 |
Non-ovarian |
|
Japan |
Pending |
BIOMARKERS FOR OVARIAN CANCER |
2014-247178 |
Jun 23, |
1 |
OVA1 |
|
|
Japan |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
2013-535113 |
Oct 21, |
1 |
OVA1 |
|
|
Japan |
Abandoned |
BIOMARKERS FOR OVARIAN CANCER |
2008-518478 |
Jun 23, |
3 |
Calgranulin C, Transthyretin |
|
|
New Zealand |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
707493 |
Oct 21, |
1 |
OVA1 |
|
|
Republic of Korea |
Published |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
10-2013-7025094 |
Feb 14, |
2 |
Correlogic |
|
|
United Kingdom |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
06773938.3 |
Jun 23, |
2220506 |
3 |
ApoC1 |
|
United Kingdom |
Issued |
BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER |
08843957.5 |
Oct 29, |
8664358 |
3 |
CTAP3, ApoA1, CA125, Transthyretin |
|
United Kingdom |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
13162227 |
Feb 14, |
2 |
Correlogic |
|
|
United States of America |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
12/079,592 |
Mar 27, |
8221984 |
3 |
sMAP |
|
United States of America |
Issued |
BIOMARKERS FOR OVARIAN CANCER |
11/922,652 |
Dec 15, |
2220506 |
3 |
Calcyclin; |
|
United States of America |
Issued |
HEURISTIC METHOD OF CLASSIFICATION |
09/883,196 |
Jun 19, |
7761239 |
4 |
Non-ovarian |
|
United States of America |
Issued |
HEURISTIC METHOD OF CLASSIFICATION |
11/735,028 |
Apr 13, |
5246984 |
4 |
Non-ovarian |
|
United States of America |
Issued |
METHOD OF DIAGNOSING BIOLOGICAL STATES THROUGH THE USE OF A CENTRALIZED, ADAPTIVE MODEL, AND REMOTE SAMPLE PROCESSING |
11/008,784 |
Dec 10, |
7096206 |
4 |
Non-ovarian |
|
United States of America |
Issued |
METHODS FOR DIAGNOSING OVARIAN CANCER |
12/584,832 |
Sep 11, |
7499891 |
3 |
Protein C inhibitor |
|
United States of America |
Issued |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
12/165,240 |
Jun 30, |
8664358 |
2 |
ApoA1, CA125, + non OVA1/2 marker |
|
United States of America |
Issued |
PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA |
09/906,661 |
Jul 18, |
6925389 |
4 |
Non-ovarian |
|
United States of America |
Issued |
QUALITY ASSURANCE/QUALITY CONTROL FOR ELECTROSPRAY IONIZATION PROCESSES |
10/628,136 |
Jul 28, |
7395160 |
4 |
Non-ovarian |
|
United States of America |
Issued |
PREDICTIVE MARKERS FOR OVARIAN CANCER |
14/172,237 |
Feb 4, |
92741118 |
2 |
Correlogic |
|
United States of America |
Pending |
BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER |
14/099,522 |
Dec 6, |
2 |
Correlogic |
|
|
United States of America |
Pending |
BIOMARKERS FOR BREAST CANCER |
11/917,766 |
Dec 28, |
4 |
Non-ovarian (Breast) |
|
|
United States of America |
Pending |
BIOMARKERS FOR OVARIAN CANCER |
13/916,421 |
Jun 12, |
2 |
HE4, B2M, CA125, Transferrin, Transthyretin |
|
|
United States of America |
Pending |
BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER |
13/909,022 |
Jun 3, |
3 |
CTAP3, ApoA1, CA125, Transferrin, Transthyretin |
|
|
United States of America |
Pending |
PREDICTIVE MARKERS AND BIOMARKER PANELS FOR OVARIAN CANCER |
14/465,682 |
Aug 21, |
2 |
Correlogic |
|
United States of America |
Pending |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
14/073,668 |
Nov 6, |
1 |
OVA1 |
|
|
United States of America |
Published |
OVARIAN CANCER BIOMARKERS |
11/922,621 |
Apr 13, |
1 |
OVA1 |
|
|
United States of America |
Published |
PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER |
12/422,530 |
Apr 13, |
1 |
OVA1 |