Trademark Agreement

TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
------------------------------------------------------


AGREEMENT made this 17th day of September, 2002 by and between AMERICAN BIOGENETIC SCIENCES, INC., a Delaware corporation ("DEBTOR"), with its chief executive office at 1375 Akron Street, Copiague, New York 11726, and ALFRED J. ROACH, an individual ("SECURED PARTY"), residing at 207 Inlet Drive, Lindenhurst, New York 11757.


W I T N E S S E T H:


WHEREAS, Debtor has adopted, used and is using, and is the owner of the entire right, title, and interest in and to the trademarks, tradenames, tradestyles, service marks, designs, and applications therefor described in Exhibit A annexed hereto and made a part hereof; and


WHEREAS, Secured Party is contemporaneously herewith making a loan to Debtor in the principal amount of $75,000 pursuant to a certain Promissory Note of even date herewith (as same may be amended, modified, supplemented, extended, renewed, restated or replaced, the "NOTE"), and may, but is not obligated to, make additional loans to, and/or provide other financial accommodations for, Debtor in the future; and


WHEREAS, in order to induce Secured Party to make the loan evidenced by the Note and, if mutually determined among the parties, make other loans or advances to, and/or provide other financial accommodations for, Debtor in the future, Debtor has agreed to grant to Secured Party certain collateral security as set forth herein;


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees as follows:


1. GRANT OF SECURITY INTEREST
--------------------------


As collateral security for the prompt performance, observance and indefeasible payment in full of all of the Obligations (as hereinafter defined), Debtor hereby grants to Secured Party a continuing security interest in, and a general lien upon, and hereby assigns to Secured Party all of Debtor's right, title and interest in and to the following, in each case whether now or hereafter existing or in which Debtor now has or hereafter acquires an interest and wherever the same may be located (the "COLLATERAL"):


(a) the trademarks, tradenames, tradestyles, service marks, designs, applications, registrations and recordings described in Exhibit A hereto in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other countries, and all reissues, extensions and renewals thereof, all rights (but not obligations) corresponding thereto (including without limitation the right (but not the obligation) to sue for past, present and future infringements in the


name of Debtor or in the name of Secured Party (the "TRADEMARKS"), it being understood that the rights and interest assigned hereby shall include, without limitation, all rights and interests pursuant to licensing or other contracts in favor of Debtor pertaining to the Trademarks;


(b) all general intangibles relating to the Trademarks;


(c) the goodwill of the business symbolized by each of the Trademarks, including, without limitation, all customer lists and other records relating to the distribution of products or services bearing the Trademarks; and


(d) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and


(e) all proceeds, products, rents and profits (including without limitation license royalties and proceeds of infringement suits) of or from any and all of the foregoing Collateral and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.


In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant to this Section, Debtor hereby, effective upon the occurrence of an Event of Default (as hereinafter defined) and upon written notice from Secured Party, grants, sells, conveys, transfers, assigns and sets over to Secured Party, all of Debtor's right, title and interest in and to the Collateral.


2. OBLIGATIONS SECURED
-------------------


The security interest, lien and other interests granted to Secured Party pursuant to this Agreement shall secure the prompt performance, observance and indefeasible payment in full of any and all loans, indebtedness, liabilities and obligations of any kind owing by Debtor to Secured Party (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.(S) 362(a)), and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Debtor, would accrue on such obligations), however evidenced, whether as principal, guarantor or otherwise, whether arising under the Note or otherwise, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated,


-2-


original, renewed or extended, whether arising directly or acquired from others and including, without limitation, Secured Party's charges, commissions, interest, expenses, costs and attorneys' fees chargeable to Debtor under this Agreement, the Note or in connection with any of the foregoing (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.(S) 362(a)), and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Debtor, would accrue on such obligations), (all hereinafter referred to as "OBLIGATIONS").


3. REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------


Debtor hereby represents, warrants and covenants (which shall survive the execution and delivery of this Agreement) to Secured Party that:


(a) Debtor will pay and perform all of the Obligations according to their terms.


(b) The chief place of business and chief executive office of Debtor and the office where Debtor keeps its books and records concerning the Collateral are located at the address first specified above for Debtor.


(c) Debtor conducts, and for the past five years has conducted, no business under any name, fictitious name, or trade name, other than American Biogenetic Sciences, Inc. which is Debtor's legal name. Debtor's federal tax identification number is 11-2655906.


(d) Debtor has exclusive possession and control of all Collateral.


(e) All corporate action required to authorize Debtor's execution, delivery and performance of this Agreement has been duly and validly taken.


(f) Debtor will not change its jurisdiction of incorporation or organization.


(g) All of the existing Collateral is valid and subsisting in full force and effect, and Debtor owns the sole, full, and clear title thereto, and the right and power to grant the security interests granted hereunder. Debtor will, at Debtor's expense, perform all acts and execute all documents necessary to maintain the existence of the Collateral as valid, subsisting and registered Trademarks, including, without limitation, the filing of any renewal affidavits and applications. The Collateral is not subject to any liens, claims, mortgages, assignments, licenses, security interests, or encumbrances of any nature whatsoever, except the security interests granted hereunder.


-3-


(h) Debtor will not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to the Collateral, except as permitted herein, or otherwise dispose of any of the Collateral without the prior written consent of Secured Party. Nothing in this Agreement shall be deemed a consent by Secured Party to any such action, except as such action is expressly permitted hereunder.


(i) Debtor will, at Debtor's expense, perform all acts and execute all documents requested at any time by Secured Party to evidence, perfect, maintain, record, or enforce the security interest in the Collateral granted hereunder or to otherwise further the provisions of this Agreement. Debtor hereby authorizes Secured Party to execute and file one or more financing statements (or similar documents) with respect to the Collateral signed only by Secured Party or as otherwise determined by Secured Party. Debtor further authorizes Secured Party to file financing statements and/or have this or any other similar security agreement filed with the Commissioner of Patents and Trademarks or other appropriate federal, state or government office.


(j) This Agreement, together with the filing of a financing statements describing the Collateral with the Secretary of State of the State of Delaware and the recording of this Agreement with the United States Patent and Trademark Office, which will be made, creates a valid, perfected and first priority security interest in the Collateral, securing the payment of the Obligations, and all other filings and other actions necessary or desirable to perfect and protect such security interest have been or will be duly made or taken. Except therefor, all actions necessary to perfect and protect the security interest created hereby have been duly taken. Except for the foregoing, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or any other person is required either (i) for the grant by Debtor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by Debtor or (ii) for the perfection of or the exercise by Secured Party of its rights and remedies hereunder.


(k) Debtor has not granted any licenses with respect to any of the Collateral.


(l) Debtor will, concurrently with the execution and delivery of this Agreement, execute and deliver to Secured Party five (5) originals of a Special Power of Attorney in the form of Exhibit B annexed hereto for the implementation of the assignment, sale or other disposition of the Collateral pursuant to Secured Party's exercise of the rights and remedies granted to Secured Party hereunder.


(m) Debtor shall not file any application for the registration of a Trademark with the United States Patent and Trademark Office or any similar office or agency in the United States, any state therein, or any other country, unless Debtor has by thirty (30) days prior written notice informed Secured Party of such action. Upon request of Secured Party, Debtor shall


-4-


execute and deliver to Secured Party any and all assignments, agreements, instruments, documents, and such other papers as may be requested by Secured Party to evidence the security interests of Secured Party in such Trademark.


(o) Debtor has not abandoned any of the Trademarks and Debtor will not do any act, nor omit to do any act, whereby the trademarks may become abandoned, invalidated, unenforceable, avoided, or avoidable. Debtor shall notify Secured Party immediately if it knows or has reason to know of any reason why any application, registration, or recording may become abandoned, canceled, invalidated, avoided, or avoidable.


(p) Debtor will render all assistance necessary to Secured Party in any proceeding before the United States Patent and Trademark Office, any federal or state court, or any similar ...