Exhibit 10.151
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AMENDED AND RESTATED
PATENT COLLATERAL ASSIGNMENT
This Amended
and Restated Patent Collateral Assignment (this
"Agreement") is made this 12th day of April,
2005, by and between COMMODORE
APPLIED TECHNOLOGIES, INC. ("Assignor"), which maintains an address at
Suite
3238, 150 East 58th Street, New York, New York; and THE SHAAR FUND, LTD.
("Secured Party"), which maintains an address at c/o
SS&C Fund Services N.V.,
Pareraweg 45, Curacao,
Netherlands Antilles.
BACKGROUND FACTS
Assignor has executed and delivered a 10% Convertible Secured Note
(the
"Note") to the Secured Party
in the aggregate
principal amount of
Four Million
Six Hundred Thousand Seven Hundred
Thirty-Three
($4,600,733)
Dollars and
has
entered into an Amended and
Restated Security
Agreement, of even
date herewith
("Security Agreement"), with the Secured Party. In order
to induce the Secured
Party to execute and deliver the Security Agreement and to make the loan
and
future advances under the Note,
Assignor has agreed,
inter alia, to assign
to
Secured Party certain patent
rights.
NOW, THEREFORE,
in consideration of the premises, Assignor hereby
agrees with Secured Party as
follows:
1. To secure the complete and timely satisfaction of all Obligations,
Assignor hereby grants, assigns and conveys to Secured
Party the entire right,
title and interest in and to the patent applications and patents listed in
Schedule A hereto,
including without
limitation all
proceeds thereof (such as,
by way of example,
license royalties and
proceeds of infringement suits), the
right to sue for past, present and future infringements, all rights
corresponding thereto throughout the world and all reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof
(collectively, the
"Patents"). Terms used herein but not otherwise defined
shall
have the meanings given to
such terms in the Security Agreement and the Note.
2. Assignor represents, warrants and covenants that:
(a) The Patents are
subsisting and have
not been adjudged
invalid or
unenforceable, in whole or in
part and such Patents represent all of the Patents
owned by Assignor;
(b) To the best of Assignor's knowledge, each of the Patents that
has
been issued is valid and
enforceable;
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(c) Assignor
is the sole and exclusive owner of the entire and
unencumbered right, title and interest in and
to each of the Patents, free and
clear of any liens,
charges and encumbrances, including without limitation
pledges, assignments,
licenses, shop rights and covenants by Assignor not to
sue
third persons; and
(d) Assignor has the unqualified right to enter into this Agreement
and
perform its terms.
3. Assignor agrees
that until all of the
Obligations shall have
been
satisfied in full, it will
not enter into any agreement (for example, a license
agreement) which is inconsistent with Assignor's obligations under this
Agreement, without Secured
Party's prior written consent.
4. If, before
the Obligations shall have been satisfied in full,
Assignor shall obtain rights to any new patentable inventions, or become
entitled to the benefit of any patent application or patent for any reissue,
division, continuation,
renewal, extension or continuation-in-part of any Patent
or any improvement on any Patent, the provisions of paragraph 1 shall
automatically apply thereto and Assignor shall give to Secured Party prompt
notice thereof in writing
hereof.
5. Assignor
authorizes
Secured Party to modify this Agreement by
amending Schedule A to
include any future patents and patent applications which
are Patents under
paragraph 1 or
paragraph 4 hereof.
Secured Party
authorizes
Assignor to abandon any of the Patents
if, in Assignor's sole and exclusive
determination, such Patent is not commercially
viable. Provided,
however, that
Assignor shall give Secured Party not less
than thirty (30) days written notice
of its intention to abandon
any such Patent
whereupon Secured
Party may assume
the unconditional ownership
of such Patent at its sole cost and expense.
6. Unless and until
there shall have
occurred and be
continuing
an
Event of Default, Secured Party hereby grants to Assignor the exclusive,
nontransferable right and license under the
Patents to make, have
made for it,
use, sell and