EX-10.44 7 tv507795_ex10-44.htm EXHIBIT 10.44

Exhibit 10.44

execution version

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 19, 2018, is made by APDN (B.V.I.) Inc., a corporation formed under the laws of the British Virgin Islands (the “Grantor”), in favor of DELAWARE TRUST COMPANY, a Delaware corporation, as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Guaranty and Security Agreement referred to below).

WHEREAS, Grantor is a wholly owned subsidiary of APPLIED DNA SCIENCES, a Delaware corporation (the “Company”) and the Company is party to the Securities Purchase Agreement dated as of August 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) with the Buyers party thereto.

WHEREAS, pursuant to the Securities Purchase Agreement, the Grantor has executed and delivered that certain Guaranty and Security Agreement, dated as of the date hereof, made by the Grantor to the Collateral Agent for the benefit of the Secured Parties (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined).

WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantor, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

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

SECTION 1. Grant of Security. Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in all of Grantor’s right, title and interest in and to the following (the “Collateral”):

(i) all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto, including, without limitation, those set forth in Schedule A hereto (the “Patents”);

(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby, including, without limitation, those set forth in Schedule B hereto (the “Trademarks”);

(iii) all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);

(iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of Grantor accruing thereunder or pertaining thereto;

(v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(vi) any and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting Obligations (as defined in the Security Agreement) relating to, any and all of the Collateral of or arising from any of the foregoing.

SECTION 2. Security for Obligations. The grant of a security interest in the Collateral by Grantor under this IP Security Agreement secures the payment of all Secured Obligations now or hereafter existing under or in respect of the Transaction Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP Security Agreement secures, as to Grantor, the payment of all amounts that constitute part of the Secured Obligations and that would be owed by Grantor to any Secured Party under the Transaction Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Grantor.

SECTION 3. Recordation. Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

| -2- |

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.

[remainder of page intentionally blank]

| -3- |

IN WITNESS WHEREOF, Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

| APDN (B.V.I.) INC.,
| a corporation formed under the laws of the British Virgin Islands
| By: | /s/ James A. Hayward
| Name: | James A. Hayward
| Title: | Authorized Signatory
| Address for Notices:
| 50 Health Sciences Drive
| Stony Brook, NY 11790
| Attn: Beth Jantzen, CPA
| Facsimile: 631-240-8900
|  | with a copy to:
| Pepper Hamilton LLP
| The New York Times Building
| 37th Floor
| 620 Eighth Avenue
| New York, NY 10018-1405
| Attention: Merrill M. Kraines
| E-mail: krainesm@pepperlaw.com

| -4- |

SCHEDULE A

Patents

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Australia |  | Filed |  | 2013329256 |  | 10/10/2013 |  | USE OF PERTURBANTS TO FACILITATE INCORPORATION AND RECOVERY OF TAGGANTS FROM POLYMERIZED COATINGS |  |  |  |  |
Australia |  | Granted |  | 2013331402 |  | 10/16/2013 |  | SECURITY SYSTEM AND METHOD OF MARKING AN INVENTORY ITEM AND/OR PERSON IN THE VICINITY |  | 2013331402 |  | 02/08/2018 |
Canada |  | Filed |  | 2,903,728 |  | 10/16/2013 |  | SECURITY SYSTEM AND METHOD OF MARKING AN INVENTORY ITEM AND/OR PERSON IN THE VICINITY |  |  |  |  |
Canada |  | Filed |  | 2,926,436 |  | 10/07/2014 |  | MULTIMODE IMAGE AND SPECTRAL READER |  |  |  |  |
Canada |  | Filed |  | 2,940,655 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
Canada |  | Granted |  | 2,945,710 |  | 04/14/2015 |  | CONTOUR ENCRYPTION AND DECRYPTION |  | 2,945,710 |  | 07/11/2017 |
Canada |  | Granted |  | 2,886,472 |  | 10/10/2013 |  | USE OF PERTURBANTS TO FACILITATE INCORPORATION AND RECOVERY OF TAGGANTS FROM POLYMERIZED COATINGS |  | 2,886,472 |  | 04/18/2017 |

| -5- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Canada |  | Granted |  | 2,713,101 |  | 10/04/2007 |  | METHOD FOR A CONTINUOUS RAPID THERMAL CYCLE SYSTEM |  | 2,713,101 |  | 09/13/2016 |
Canada |  | Granted |  | CA2480069 |  | 3/21/2003 |  | Marking Apparatus for Nucleic Acid Marking of Items |  | 480069 |  | 7/24/2012 |
China P.R. |  | Filed |  | PCT/US2015/025734 |  | 04/15/2015 |  | CONTOUR ENCRYPTION AND DECRYPTION |  |  |  |  |
China P.R. |  | Filed |  | 201580014368.6 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
China P.R. |  | Granted |  | 3155949.2 |  | 08/27/2003 |  | METHOD OF DISSOLVING NUCLEIC ACID IN WATER INSOLUBLE MEDIUM AND ITS APPLICATION |  |  |  |  |
China P.R. |  | Granted |  | ZL 200780045281 .0 |  | 10/04/2007 |  | METHOD FOR A CONTINUOUS RAPID THERMAL CYCLE SYSTEM |  | 101589157 |  | 04/02/2014 |
China P.R. |  | Granted |  | 31559492 |  | 08/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 356065 |  | 08/27/2003 |
China P.R. |  | Granted |  | 00107580.2 |  | 05/18/2000 |  | A METHOD FOR UTILIZING RIBONUCLEIC ACID AS MARKERS FOR PRODUCT ANTI-COUNTERFEITING LABELS |  | 193957 |  | 05/18/2000 |

| -6- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
European Patent Convention |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 1394544 |  | 03/27/2003 |
European Patent Convention |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | 156878.3 |  | 08/03/2004 |
European Patent Convention |  | Filed |  | 14852842.5 |  | 10/07/2014 |  | MULTIMODE IMAGE AND SPECTRAL READER |  |  |  |  |
European Patent Convention |  | Filed |  | 15780179.6 |  | 04/15/2015 |  | CONTOUR ENCRYPTION AND DECRYPTION |  |  |  |  |
European Patent Convention |  | Filed |  | 07852534.2 |  | 10/04/2007 |  | METHOD FOR A CONTINUOUS RAPID THERMAL CYCLE SYSTEM |  |  |  |  |
European Patent Convention |  | Filed |  | 15765671.1 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
European Patent Convention |  | Filed |  | 16783711.1 |  | 09/28/2017 |  | HYDROPHOBIC NUCLEIC ACID SALTS AS SECURITY MARKERS |  |  |  |  |
European Patent Convention |  | Filed |  | 13776001.3 |  | 04/05/2013 |  | PLASMA TREATMENT FOR DNA BINDING |  |  |  |  |

| -7- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
European Patent Convention |  | Filed |  | 13845351.9 |  | 10/10/2013 |  | USE OF PERTURBANTS TO FACILITATE INCORPORATION AND RECOVERY OF TAGGANTS FROM POLYMERIZED COATINGS |  |  |  |  |
European Patent Convention |  | Filed |  | 14784907.9 |  | 04/18/2014 |  | LASER MARKING FOR AUTHENTICATION AND TRACKING |  |  |  |  |
European Patent Convention |  | Filed |  |  |  |  |  | SECURITY SYSTEM AND METHOD OF MARKING AN INVENTORY ITEM AND/OR PERSON IN THE VICINITY |  |  |  |  |
European Patent Convention |  | Granted |  | 13847647.8 |  | 10/16/2013 |  | SECURITY SYSTEM AND METHOD OF MARKING AN INVENTORY ITEM AND/OR PERSON IN THE VICINITY |  |  |  |  |
European Patent Convention |  | Granted |  | 12152848.3 |  | 01/27/2012 |  | MARKING COMPOSITION |  | 2482262 |  | 09/06/2017 |
France |  | Granted |  | 12152848.3 |  | 01/27/2012 |  | MARKING COMPOSITION |  | 2482262 |  | 09/06/2017 |
France |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | 1568783 |  | 07/11/2007 |
France |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 1394544 |  | 02/04/2009 |

| -8- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Germany |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | 04018374 |  | 07/11/2007 |
Germany |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 603 26 065.9 |  | 02/04/2009 |
Germany |  | Granted |  | 12152848.3 |  | 01/27/2012 |  | MARKING COMPOSITION |  | 2482262 |  | 09/06/2017 |
Great Britain |  | Granted |  | 12152848.3 |  | 01/27/2012 |  | MARKING COMPOSITION |  | 2482262 |  | 09/06/2017 |
Great Britain |  | Granted |  | 613626.1 |  | 07/08/2006 |  | MARKING MATERIAL |  | 613626.1 |  | 07/08/2006 |
Great Britain |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | 1568783 |  | 07/11/2007 |
Great Britain |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 1394544 |  | 02/04/2009 |
Great Britain |  | Granted |  | GB2390055 |  | 3/21/2003 |  | Marking Apparatus for Nucleic Acid Marking of Items |  | GB2390055 |  | 8/9/2005 |

| -9- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Hong Kong |  | Granted |  | 10105127.3 |  | 10/04/2007 |  | METHOD FOR A CONTINUOUS RAPID THERMAL CYCLE SYSTEM |  | 1139184 |  | 11/14/2014 |
India |  | Granted |  | P 002 004 00374 |  | 08/04/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | IDO 0026764 |  | 08/04/2004 |
India |  | Filed |  | ############## |  | 07/13/2017 |  | METHOD AND DEVICE FOR MARKING FIBROUS MATERIALS |  |  |  |  |
Indonesia |  | Granted |  | P-002004/00374 |  | 08/04/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | IDO 0026764 |  | 08/04/2004 |
Ireland |  | Granted |  | 12152848.3 |  | 01/27/2012 |  | MARKING COMPOSITION |  | 2482262 |  | 09/06/2017 |
Israel |  | Granted |  | 198028 |  | 10/04/2007 |  | METHOD FOR PERFORMING PCR IN A CONTINUOUS RAPID THERMAL CYCLE SYSTEM |  | 198028 |  | 07/06/2015 |
Italy |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | 31679 BE/2007 |  | 07/11/2007 |
Italy |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 1394544 |  | 02/04/2009 |

| -10- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Japan |  | Filed |  | 2017-501090 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
Japan |  | Granted |  | 2016-562831 |  | 10/14/2016 |  | CONTOUR ENCRYPTION AND DECRYPTION |  | 6273379 |  | 01/12/2018 |
Japan |  | Granted |  | 2004-225987 |  | 08/04/2004 |  | METHOD FOR ENCRYPTING AND DECRYPTING SPECIFIC MESSAGE BY USING NUCLEIC ACID MOLECULE |  | 4452947 |  | 08/04/2004 |
Japan |  | Granted |  | 2002/294229 |  | 08/30/2002 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 3930794 |  | 08/30/2002 |
Malaysia |  | Granted |  | PI2004/3145 |  | 08/04/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | MY-135976-A |  | 07/31/2008 |
Patent Cooperation Treaty |  | Filed |  | PCT/US2015/025734 |  | 04/14/2015 |  | CONTOUR ENCRYPTION AND DECRYPTION |  |  |  |  |
Patent Cooperation Treaty |  | Filed |  | PCT/US2015/021165 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
Patent Cooperation Treaty |  | Filed |  | PCT/US18/13549 |  | 01/12/2018 |  | TRACEABLE NUCLEIC ACID MARKED FERTILIZER |  |  |  |  |

| -11- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Patent Cooperation Treaty |  | Filed |  | PCT/US17/17049 |  |  |  | IDENTIFYING MARKED ARTICLES IN THE INTERNATIONAL STREAM OF COMMERCE |  |  |  |  |
Patent Cooperation Treaty |  | Filed |  | PCT/US17/23579 |  | 03/22/2017 |  | METHOD OF MARKING CELLULOSIC PRODUCTS |  |  |  |  |
Peru |  | Filed |  |  |  |  |  | METHOD AND DEVICE FOR MARKING FIBROUS MATERIALS |  |  |  |  |
Republic of Korea |  | Granted |  | 61387/2004 |  | 08/04/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | 4452947 |  | 08/04/2004 |
Switzerland |  | Granted |  | 4018374.1 |  | 08/03/2004 |  | A NUCLEIC ACID BASED STEGANOGRAPHY SYSTEM AND APPLICATION THEREOF |  | 1568783 |  | 07/11/2007 |
Switzerland |  | Granted |  | 03007023.9 |  | 03/27/2003 |  | METHOD FOR MIXING RIBONUCLEIC ACID IN WATER-INSOLUBLE MEDIUM AND UTILIZATION THEREOF |  | 337023 |  | 02/04/2009 |
Taiwan |  | Filed |  | 104110480 |  | 03/31/2015 |  | IN-FIELD DNA EXTRACTION, DETECTION AND AUTHENTICATION METHODS AND SYSTEMS THEREFOR |  |  |  |  |
Taiwan |  | Filed |  | 92119302 |  | 07/15/2003 |  | A TRANSFER METHOD OF REWARD FUND CAPABLE FOR IDENTIFYING MULTIPLE TARGETS |  |  |  |  |

| -12- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
Taiwan |  | Granted |  | 2003-0121490 |  | 08/06/2003 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | I326308 |  | 02/16/2005 |
Taiwan |  | Granted |  | 89108443 |  | 03/17/2000 |  | NUCLEIC ACID AS MARKER FOR PRODUCT ANTI-COUNTERFETING AND IDENTIFICATION |  |  |  |  |
Taiwan |  | Granted |  | 89111477 |  | 06/12/2000 |  | A DEVICE FOR MULTIPLE PCR IN A CLOSED CONTAINER AND METHOD OF USING THERFOR |  | I231311 |  | 06/12/2000 |
Thailand |  | Granted |  | 92819 |  | 08/04/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | 156878.3 |  | 08/04/2004 |
Turkey |  | Filed |  | 2018/03030 |  | 3/1/2018 |  | TRACEABLE NUCLEIC ACID MARKED FERTILIZER |  |  |  |  |
United States |  | Filed |  | 14/695,228 |  | 04/24/2015 |  | METHODS AND SYSTEMS FOR THE GENERATION OF A PLURALITY OF SECURITY MARKERS AND THE DETECTION THEROF |  |  |  |  |
United States |  | Filed |  | 14/570,242 |  | 12/15/2014 |  | SECURITY SYSTEM AND METHOD OF MARKING AN INVENTORY ITEM AND/OR PERSON IN THE VICINITY |  |  |  |  |

| -13- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
United States |  | Filed |  | 14/969,582 |  | 12/15/2015 |  | INCORPORATING SOLUBLE SECURITY MARKERS INTO CYANOACRYLATE SOLUTIONS |  |  |  |  |
United States |  | Filed |  | 14/572,552 |  | 12/16/2014 |  | METHOD AND DEVICE FOR MARKING FIBROUS MATERIALS |  |  |  |  |
United States |  | Filed |  | PCT/US2015/066074 |  | 12/16/2015 |  | METHOD AND DEVICE FOR MARKING FIBROUS MATERIALS |  |  |  |  |
United States |  | Filed |  | 16/028,176 |  | 07/05/2018 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
United States |  | Filed |  | 15/562,495 |  | 09/28/2017 |  | HYDROPHOBIC NUCLEIC ACID SALTS AS SECURITY MARKERS |  |  |  |  |
United States |  | Filed |  | PCT/US2016/022532 |  | 03/16/2016 |  | METHOD FOR AUTHENTICATING ACTIVE PHARMACEUTICAL INGREDIENTS |  |  |  |  |
United States |  | Filed |  | 15/427,983 |  | 02/08/2017 |  | IDENTIFYING MARKED ARTICLES IN THE INTERNATIONAL STREAM OF COMMERCE |  |  |  |  |
United States |  | Filed |  | 15/212,429 |  | 07/18/2016 |  | PLASMA TREATMENT FOR DNA BINDING |  |  |  |  |

| -14- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
United States |  | Filed |  | 15/722,157 |  | 10/02/2017 |  | COMPOSITION AND METHOD OF DNA MARKING ELASTOMERIC MATERIAL |  |  |  |  |
United States |  | Filed |  | 62/575, 926 |  | 10/20/2017 |  | SYSTEM AND METHOD OF TAGGING OBJECTS WITH DETECTABLE NUCLEIC ACID MARKERS VIA AERIAL DELIVERY |  |  |  |  |
United States |  | Filed |  | 15/870,035 |  | 01/12/2018 |  | TRACEABLE NUCLEIC ACID MARKED FERTILIZER |  |  |  |  |
United States |  | Filed |  | 15/868,510 |  | 01/11/2018 |  | MULTIMODE IMAGE AND SPECTRAL READER |  |  |  |  |
United States |  | Filed |  | 15/466,016 |  | 03/22/2017 |  | METHOD OF MARKING CELLULOSIC PRODUCTS |  |  |  |  |
United States |  | Filed |  | 62/524,186 |  | 06/23/201 |  | RAPID AUTHENTICATION OF PHARMACEUTICALS VIA DNA TAGGING AND IN-FIELD DETECTION |  |  |  |  |
United States |  | Filed |  | 62/660,158 |  | 04/19/2018 |  | SYSTEM AND METHOD FOR PRODUCING PATIENT-SPECIFIC ANTIBODIES VIA LINEAR DNA AMPLICONS |  |  |  |  |
United States |  | Filed |  | 62/625,702 |  | 02/02/2018 |  | SYSTEM AND METHOD FOR TRACKING ORIGIN OF CANNABIS PRODUCTS AND CANNABIS DERIVATIVE PRODUCTS |  |  |  |  |

| -15- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
United States |  | Filed |  | 62/684,142 |  | 06/12/2018 |  | SYSTEMS AND METHODS FOR PRODUCING PATIENT-SPECIFIC TUMOR ANTIGENS VIA LINEAR DNA AMPLICONS |  |  |  |  |
United States |  | Filed |  | 16/028,176 |  | 07/05/2018 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  |  |  |  |
United States |  | Filed |  | 62/700,021 |  | 07/18/2018 |  | PLANT MATERIAL SPRAYING SYSTEM |  |  |  |  |
United States |  | Granted |  | 15/027,454 |  | 04/06/2016 |  | MULTIMODE IMAGE AND SPECTRAL READER |  | 9,904,734 |  | 02/27/2018 |
United States |  | Granted |  | 10/748,412 |  | 12/29/2003 |  | METHOD OF MARKING SOLID OR LIQUID SUBSTANCES WITH NUCLEIC ACID FOR ANTI-COUNTERFEITING AND AUTHENTICATION |  | 7,115,301 |  | 10/03/2006 |
United States |  | Granted |  | 11/954,038 |  | 12/11/2007 |  | METHODS FOR AUTHENTICATING ARTICLES WITH OPTICAL REPORTERS |  | 8,426,216 |  | 04/23/2013 |
United States |  | Granted |  | 11/954,044 |  | 12/11/2007 |  | SYSTEM AND METHOD FOR SECURE DOCUMENT PRINTING AND DETECTION |  | 8,415,164 |  | 04/09/2013 |
United States |  | Granted |  | 11/954,051 |  | 12/11/2007 |  | SYSTEM AND METHOD FOR AUTHENTICATING SPORTS IDENTIFICATION GOODS |  | 8,415,165 |  | 04/09/2013 |

| -16- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
United States |  | Granted |  | 11/954,030 |  | 12/11/2007 |  | OPTICAL REPORTER COMPOSITIONS |  | 8,372,648 |  | 02/12/2013 |
United States |  | Granted |  | 13/761,447 |  | 02/07/2013 |  | OPTICAL REPORTER COMPOSITIONS |  | 9,005,985 |  | 04/14/2015 |
United States |  | Granted |  | 14/253,641 |  | 04/15/2014 |  | CONTOUR ENCRYPTION AND DECRYPTION |  | 9,412,284 |  | 08/09/2016 |
United States |  | Granted |  | 11/954,009 |  | 12/11/2007 |  | METHODS FOR COVALENT LINKING OF OPTICAL REPORTERS |  | 8,124,333 |  | 02/28/2012 |
United States |  | Granted |  | 12/307,488 |  | 10/26/2009 |  | MARKING MATERIAL |  | 9,171,443 |  | 10/27/2015 |
United States |  | Granted |  | 13/648,594 |  | 10/10/2012 |  | USE OF PERTURBANTS TO FACILITATE INCORPORATION AND RECOVERY OF TAGGANTS FROM POLYMERIZED COATINGS |  | 9,297,032 |  | 03/29/2016 |
United States |  | Granted |  | 14/497,614 |  | 09/26/2014 |  | METHOD AND DEVICE FOR MARKING ARTICLES |  | 9,963,740 |  | 05/08/2018 |
United States |  | Granted |  | 15/079,214 |  | 03/24/2016 |  | USE OF PERTURBANTS TO FACILITATE INCORPORATION AND RECOVERY OF TAGGANTS FROM POLYMERIZED COATINGS |  |  |  |  |

| -17- |

Country |  | Status |  | Application No. |  | Application Date |  | Title |  | Patent Number |  | Grant Date |
United States |  | Granted |  | 14/661,489 |  | 03/18/2015 |  | ENCRYPTED OPTICAL MARKERS FOR SECURITY APPLICATIONS |  | 10,047,282 |  | 08/14/2018 |
Various EU Members |  | Granted |  | 312388.2 |  | 3/21/3003 |  | Marking Apparatus for Nucleic Acid Marking of Items |  | EP1488039 |  | 3/9/2006 |
Vietnam |  | Granted |  | 1-2004-00742 |  | 08/04/2004 |  | METHOD FOR CONCEALING A SECRET INFORMATION CARRIED WITHIN A DNA MOLECULE AND METHOD FOR DECODING A SECRET INFORMATION THAT HAVE BEEN CONCEALED BY SAID CONCEALING METHOD |  | 9182 |  | 08/04/2004 |

| -18- |

SCHEDULE B

Trademarks

Docket Number |  | Client Ref No. |  | Country |  | Application Date |  | Application No |  | Registration Date |  | Registration No. |  | Status |
2542-10 AUSTRALIA |  | 8251-8 AUSTRALIA |  | Australia |  | 10/27/2006 |  | 1143760 |  | 09/29/2008 |  | 1143760 |  | Registered |
2542-10 CANADA |  | 8251-8 CANADA |  | Canada |  | 10/26/2006 |  | 1321773 |  | 11/28/2012 |  | 837149 |  | Registered |
2542-89 Intl/EU |  |  |  | Community Trademark |  | 8/16/2017 |  | 1368527 |  | 8/7/2017 |  | 1368527 |  | Registered |
2542-75 EU |  |  |  | Community Trademark |  | 6/9/2017 |  | 16828287 |  | 9-Jun-17 |  | 16828287 |  | Registered |
2542-72 EU |  |  |  | Community Trademark |  | 12/20/2016 |  | 16189961 |  | 04/24/2017 |  | 16189961 |  | Registered |
2542-46 EU |  | 8251-59 EPO |  | Community Trademark |  | 11/09/2009 |  | 1022396 |  | 11/09/2009 |  | 1022396 |  | Registered |
2542-54 INTL/EU |  | 8251-70 MP EU |  | Community Trademark |  | 10/09/2015 |  | 1277705 |  | 10/09/2015 |  | 1277705 |  | Registered |
2542-55 INTL/EU |  | 8251-71 MP EU |  | Community Trademark |  | 10/09/2015 |  | 1,280,146 |  | 10/09/2015 |  | 1,280,146 |  | Registered |
2542-33 EU |  | 8251-16 CTM |  | Community Trademark |  | 07/19/2012 |  | 011054285 |  | 12/14/2012 |  | 011054285 |  | Registered |
2542-62 INTL/EU |  | 8251-72 MP EU |  | Community Trademark |  | 10/09/2015 |  | 1,277,538 |  | 10/09/2015 |  | 1,277,538 |  | Registered |
2542-63 INTL/EU |  | 8251-73 MP EU |  | Community Trademark |  | 10/09/2015 |  | 1,282,810 |  | 10/09/2015 |  | 1,282,810 |  | Registered |
2542-42 EU |  | 8251-52 CTM |  | Community Trademark |  | 05/09/2011 |  | 009948258 |  | 10/13/2011 |  | 009948258 |  | Registered |
2542-59 EU |  | 8251-66 CTM |  | Community Trademark |  | 04/16/2010 |  | 009034349 |  | 09/28/2010 |  | 009034349 |  | Registered |
2542-58 EU |  | 8251-65 CTM |  | Community Trademark |  | 05/06/2011 |  | 00948258 |  | 10/13/2011 |  | 00948258 |  | Registered |
2542-41 EU |  | 8251-51 CTM |  | Community Trademark |  | 12/07/2007 |  | 006537047 |  | 11/21/2008 |  | 006537047 |  | Registered |
2542-57 EU |  | 8251-64 CTM |  | Community Trademark |  | 05/06/2011 |  | 009948092 |  | 10/13/2011 |  | 009948092 |  | Registered |
2542-29 EU |  | 8251-10 EPO |  | Community Trademark |  | 08/12/2010 |  | 1048621 |  | 08/12/2010 |  | 1048621 |  | Registered |
2542-47 EU |  | 8251-61 EU |  | Community Trademark |  | 12/07/2007 |  | 006536999 |  | 11/06/2008 |  | 006536999 |  | Registered |
2542-56 EU |  | 8251-62 CTM |  | Community Trademark |  | 05/06/2011 |  | 009948118 |  | 10/13/2011 |  | 009948118 |  | Registered |
2542-60 EU |  | 8251-67 CTM |  | Community Trademark |  | 05/06/2011 |  | 009948308 |  | 10/13/2011 |  | 009948308 |  | Registered |
2542-61 EU |  | 8251-68 CTM |  | Community Trademark |  | 05/06/2011 |  | 009948423 |  | 10/13/2011 |  | 009948423 |  | Registered |
2542-10 EU |  | 8251-8 EPO |  | Community Trademark |  | 10/26/2006 |  | 005419031 |  | 09/28/2007 |  | 005419031 |  | Registered |
2542-30 INTL/EU |  | 8251-12 MP EU |  | Community Trademark |  | 11/22/2013 |  | 1,186,977 |  | 11/22/2013 |  | 1,186,977 |  | Registered |
2542-58 UNITED KINGDOM |  | 8251-65 |  | Great Britain |  | 11/09/2009 |  | 2531080 |  | 05/18/2012 |  | 00002531080 |  | Registered |
2542-30 INTL/ICELAND |  | 8251-12 MP ICELAND |  | Iceland |  | 12/19/2013 |  | 3594/2013 |  | 11/22/2013 |  | 1,186,977 |  | Registered |

| -19- |

Docket Number |  | Client Ref No. |  | Country |  | Application Date |  | Application No |  | Registration Date |  | Registration No. |  | Status |
2542-89 Intl |  |  |  | International |  | 8/7/2017 |  | A0069009 |  |  |  |  |  | Registered |
2542-54 INTL |  | 8251-70 MP |  | International |  | 10/09/2015 |  | A0053765 |  | 10/09/2015 |  | 1277705 |  | Registered |
2542-55 INTL |  | 8251-71 MP |  | International |  | 10/09/2015 |  | 1,280,146 |  | 10/09/2015 |  | 1/280,146 |  | Registered |
2542-62 INTL |  | 8251-72 MP |  | International |  | 10/09/2015 |  | 1277538 |  | 10/09/2015 |  | 1277538 |  | Registered |
2542-63 INTL |  | 8251-73 MP |  | International |  | 10/09/2015 |  | 1,282,810 |  | 10/09/2015 |  | 1,282,810 |  | Registered |
2542-30 INTL |  | 8251-12 MP |  | International |  | 11/22/2013 |  | A0039418 |  | 11/22/2013 |  | 1,186,977 |  | Registered |
2542-89 Intl/UK |  |  |  | UK |  | 3/6/2017 |  | WE00001368527 |  | 1/9/2018 |  | 1368527 |  | Registered |
2542-84UK |  |  |  | UK |  | 06/22/2017 |  | UK00003238912 |  | 09/08/2017 |  | UK00003238912 |  | Registered |
2542-72 |  |  |  | United States |  | 06/21/2016 |  | 87/078,346 |  |  |  |  |  | Filed |
2542-54 |  | 8251-70 |  | United States |  | 04/10/2015 |  | 86/593,696 |  | 04/11/2017 |  | 5,182,183 |  | Registered |
2542-55 |  | 8251-71 |  | United States |  | 04/10/2015 |  | 86/593,862 |  | 04/11/2017 |  | 5,182,184 |  | Registered |
2542-70 |  |  |  | United States |  | 06/29/2015 |  | 86/677,227 |  | 02/14/2017 |  | 5,142,544 |  | Registered |
2542-9 |  |  |  | United States |  | 09/22/2003 |  | 76/978,843 |  | 08/19/2008 |  | 3,489,209 |  | Registered |
2542-31 |  | 8251-14 |  | United States |  | 12/29/2010 |  | 85/207,192 |  | 04/03/2012 |  | 4,120,445 |  | Registered |
2542-33 |  | 8251-16 |  | United States |  | 01/25/2012 |  | 85/524,990 |  | 03/04/2014 |  | 4,491,643 |  | Registered |
2542-32 |  | 8251-15 |  | United States |  | 12/29/2010 |  | 85/207,229 |  | 11/22/2011 |  | 4,058,892 |  | Registered |
2542-11 |  | 8251-11 |  | United States |  | 05/04/2009 |  | 77/728,511 |  | 10/12/2010 |  | 3,862,228 |  | Registered |
2542-12 |  | 8251-13 |  | United States |  | 05/04/2009 |  | 77/728,499 |  | 01/10/2012 |  | 4,085,298 |  | Registered |
2542-10 |  | 8251-8 |  | United States |  | 04/28/2006 |  | 78/871,967 |  | 08/05/2008 |  | 3,482,366 |  | Registered |
2542-30 |  | 8251-12 |  | United States |  | 08/12/2010 |  | 85/105,993 |  | 05/22/2012 |  | 4,147,273 |  | Registered |
2542-88 |  |  |  | United States |  | 2/21/2017 |  | 87/343,172 |  |  |  |  |  | Filed |

| -20- |

Copyrights

None.

| -21- |