Attached files
Exhibit 10.11
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of July 20, 2011 by and between SQUARE 1 BANK (“Bank”) and LUCID, INC., a New York corporation (“Grantor”).
RECITALS
A. Bank has agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement).
B. Bank is willing to extend and to continue to extend financial accommodations to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.
C. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantor’s right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreement and all other agreements now existing or hereafter arising between Grantor and Bank, Grantor hereby represents, warrants, covenants and agrees as follows:
AGREEMENT
To secure its obligations under the Loan Agreement and under any other agreement now existing or hereafter arising between Bank and Grantor until such time as Grantor completes an Initial Public Offering, as such term is defined in the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, 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 re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof (collectively, “Intellectual Property Collateral”).
This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of
the Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Bank of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies.
Grantor represents and warrants that Exhibits A, B, and C attached hereto set forth any and all intellectual property rights in connection to which Grantor has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and to which and in which Grantor maintains any rights whatsoever.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.
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GRANTOR: | |
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Address of Grantor: |
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LUCID, INC. | |
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2320 Brighton Henrietta TL Rd. |
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By: |
/s/ Jay M. Eastman |
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Rochester, NY 14618 |
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Name: |
Jay M. Eastman |
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Title: |
Chief Executive Officer |
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BANK: | |
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Address of Bank: |
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SQUARE 1 BANK | |
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406 Blackwell Street, Suite 240 |
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By: |
/s/ Basil Kushner |
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Durham, NC 27701 |
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Attn: Loan Documentation Department |
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Name: |
Basil Kushner |
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Title: |
AVP - Venture Banking |
EXHIBIT A
COPYRIGHTS
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Description |
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Registration |
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Registration |
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Beginning : energize kernel 3.0. |
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TX0003842749 |
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09/08/1994 |
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Lucid common lisp : twenty-five (25) pages of source code. |
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TX0001943855 |
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11/07/1986 |
EXHIBIT B
PATENTS
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Description |
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Patent OR |
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Registration OR |
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Non-invasive in-vivo imaging of mechanoreceptors in skin using confocal microscopy |
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11878638 |
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07/25/2007 |
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Imaging system using polarization effects to enhance image quality |
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6134010 |
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10/17/2000 |
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Tissue specimen holder |
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6330106 |
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12/11/2001 |
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Cassette for facilitating optical sectioning of a retained tissue specimen |
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6411434 |
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06/25/2002 |
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Confocal microscope for facilitating cryosurgery of tissue |
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6413252 |
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07/02/2002 |
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System and method for enhancing confocal reflectance images of tissue specimens |
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6720547 |
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04/13/2004 |
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System for marking the locations of imaged tissue with respect to the surface of the tissue |
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6745067 |
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06/01/2004 |
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System and method for enhancing microscope images of tissue |
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7003345 |
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02/21/2006 |
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System and method for enhancing confocal reflectance images of tissue specimens |
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7139122 |
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11/21/2006 |
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System for optically sectioning and mapping surgically excised tissue |
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7194118 |
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03/20/2007 |
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Imaging of surgical biopsies |
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7227630 |
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06/05/2007 |
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Automatic gain control for a confocal imaging system |
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7321394 |
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01/22/2008 |
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Confocal microscope for imaging of selected locations of the body of a patient |
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7394592 |
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07/01/2008 |
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Confocal microscope imaging head |
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D523883 |
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06/27/2006 |
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Automatic gain control for a confocal imaging system |
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7961214 |
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06/14/2011 |
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System for macroscopic and confocal imaging of tissue |
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7864996 |
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01/04/2011 |
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Confocal microscope for imaging of selected locations of the body of a patient |
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7859749 |
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12/28/2010 |
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Microscopic imaging apparatus and method |
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7813788 |
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10/12/2010 |
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System for marking the locations of images tissue with respect to the surface of the tissue |
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7711410 |
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05/04/2010 |
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System and method for enhancing microscopic images of tissue |
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7676258 |
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03/09/2010 |
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System and method for enhancing confocal reflectance images of tissue specimens |
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7515266 |
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04/07/2009 |
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System and method for confocal imaging within dermal tissue |
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7225010 |
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05/29/2007 |
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Cellular surgery utilizing confocal microscopy |
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7190990 |
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03/13/2007 |
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System and method for enhancing confocal reflectance images of tissue specimens |
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7110114 |
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09/19/2006 |
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Microscopic imaging apparatus and method |
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7047064 |
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05/16/2006 |
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System for confocal imaging within dermal tissue |
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6937886 |
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08/30/2005 |
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Tissue specimen holder |
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6856458 |
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02/15/2005 |
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Confocal microscope having a positionable imaging head for cellular imaging of skin, other living tissue and biological processes |
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D492997 |
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07/13/2004 |
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Imaging system using polarization effects to enhance image quality |
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6710875 |
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03/24/2004 |
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System for facilitating pathological examination of a lesion in tissue |
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6684092 |
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01/27/2004 |
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Cellular surgery utilizing confocal microscopy |
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6668186 |
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12/23/2003 |
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Imaging system using polarization effects to enhance image quality |
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6577394 |
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06/10/2003 |
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System for confocal imaging within dermal tissue |
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6424852 |
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07/23/2002 |
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System for imaging mechanically stabilized tissue |
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6360115 |
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03/19/2002 |
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Imaging system using multi-mode laser illumination to enhance image quality |
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6304373 |
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10/16/2001 |
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Handheld imaging microscope |
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6263233 |
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07/17/2001 |
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Imaging system using polarization effects to enhance image quality |
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6134009 |
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10/17/2000 |
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Cellular surgery utilizing confocal microscopy |
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5995867 |
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11/30/1999 |
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System for imaging mechanically stabilized tissue |
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5978695 |
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11/02/1999 |
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Dermatological laser treatment system with electronic visualization of the area being treated |
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5860967 |
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01/19/1999 |
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Spectral densitometer |
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5844681 |
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12/01/1998 |
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Confocal imaging through thick dermal tissue |
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6263233 |
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07/17/2001 |
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Spectrophotometer and electro-optic module especially suitable for use therein |
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5742389 |
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04/21/1998 |
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Photodetector integrator circuit having a window comparator |
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5773816 |
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06/30/1998 |
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Spectrophotometer with electronic temperature stabilization |
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5739905 |
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04/14/1998 |
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Epilation system |
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5632741 |
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05/27/1997 |
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Dermatological laser treatment systems with electronic visualization |
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5653706 |
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08/05/1997 |
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Confocal imaging through thick dermal tissue |
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5788639 |
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08/04/1998 |
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System and method for facilitating pathological examination of lesion in tissue |
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5836877 |
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11/17/1998 |
EXHIBIT C
TRADEMARKS
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Description |
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Registration/ |
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Registration/ |
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LUCID |
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2234174 |
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03/23/1999 |
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VIVASCOPE |
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2188503 |
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09/08/1998 |
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LUCID |
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1964368 |
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03/26/1996 |
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VIVACAM |
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3100622 |
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06/06/2006 |
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VIVACELL |
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3159801 |
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10/17/2006 |
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VIVASCOPY |
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3627656 |
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05/26/2009 |
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VIVANET |
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3415188 |
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04/22/2008 |
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VIVASCAN |
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77068695 |
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12/20/2006 |
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VIVASTACK |
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2701076 |
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03/25/2003 |
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VIVABLOCK |
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2703053 |
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04/01/2003 |
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L U C I D |
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2879829 |
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08/31/2004 |