Email Address:
  
  Password:
  
  

 

                                 Exhibit 10.151

                                 --------------

 

 

                              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;

 

                                       1

<PAGE>

 

         (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


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