INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of
February 20, 1997, by and between SILICON VALLEY BANK ("Bank") and INVISION
TECHNOLOGIES, INC. ("Grantor").
RECITALS
A. Bank has agreed to make certain advances of money and to extend
certain financial accommodation 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 as 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). Bank is willing
to make the Loans 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.
B. 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, Grantor hereby represents, warrants, covenants and agrees as
follows:
AGREEMENT
To secure its obligations under 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 Collateral (including
without limitation those Copyrights, Patents and Trademarks listed on
Schedules 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 xxx 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.
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
1.
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.
This Intellectual Property Security Agreement shall terminate upon
Borrower's satisfaction of the conditions set forth in Section 4.1 of the Loan
Agreement.
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.
Grantor:
Address of Grantor: INVISION TECHNOLOGIES, INC.
00000 X. Xxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000 By:
-----------------------------------
Title:
--------------------------------
Attn: Xxxx XxXxxxx
Bank
Address of Bank: XXXXXXX XXXXXX XXXX
0000 Xxxxxx Xxxxx By:
Xxxxx Xxxxx, XX 00000 -----------------------------------
Title:
--------------------------------
Attn: Xxxxxxx XxXxxxxx
2.
EXHIBIT A
COPYRIGHTS
None
EXHIBIT B
PATENTS
DESCRIPTION REGISTRATION REGISTRATION
NUMBER DATE
Automatic concealed object detection system having a 5,367,552 11/22/94
pre-scan stage
Automatic concealed object detection system having a 5,182,764 01/26/93
pre-scan stage
EXHIBIT C
TRADEMARKS
DESCRIPTION REGISTRATION REGISTRATION
NUMBER DATE
InVision 2,030,463 01/14/97
