Exhibit 10.2
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Intellectual Property Security Agreement between
SRC VISION, Inc. and FMC Corporation dated October 14, 1998
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INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT ("Intellectual Property
Security Agreement") entered into and dated as of October 14, 1998 by and
between SRC VISION, INC, an Oregon corporation ("Grantor"), and FMC CORPORATION,
a Delaware corporation ("Grantee").
R E C I T A L S:
A. Grantor owns the patents and patent applications listed on Schedule 1
and the trademarks listed on Schedule 2 annexed hereto.
B. Advanced Machine Vision Corporation, a California corporation ("AMV")
and parent of Grantor, has entered into a Series B Preferred Stock Purchase
Agreement of even date herewith (as amended, supplemented or otherwise modified
from time to time, the "Purchase Agreement") with Grantee, as Lender, providing
for the payment of funds to be made to Grantor by Grantee.
C. Pursuant to the terms of the Purchase Agreement, AMV has agreed to grant
to Grantee a security interest in all of Grantor's "Intellectual Property" (as
defined in the Purchase Agreement), including all now owned and hereafter
acquired patents, patent applications, trademarks, and copyrights and all
proceeds thereof, in consideration of the payment of all amounts owing by
Grantor under the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and other benefits, (the
receipt, sufficiency and adequacy of which are hereby acknowledged), Grantor and
Grantee hereby agree as follows:
GRANT OF SECURITY INTEREST
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For good and valuable consideration (the receipt, sufficiency and adequacy
of which is hereby acknowledged), Grantor does hereby grant to Grantee for as
long as the Grantee holds the Series B Preferred Stock acquired pursuant to the
Purchase Agreement a continuing security interest in all of Grantor's right,
title and interest in, to and under the following (all of the following items or
types of property being herein collectively referred to as the "Intellectual
Property Collateral"), whether currently existing or hereafter created or
acquired:
(1) All Letters Patent and applications for Letters Patent throughout
the world, including all patent applications in preparation for filing
anywhere in the world, including, without limitation, the patents (together
with any renewals, reissues, continuations, extensions or reexaminations
thereof) and patent applications referred to in Schedule 1 annexed hereto;
(2) All registered trademarks and trademark applications throughout
the world as well as trademarks used in the business, including, without
limitation, any trademarks referred to in Schedule 2 annexed hereto;
(3) All copyrights, whether or not registered, for works related to
Grantor's business; and
(4) All products, proceeds and benefits of, and rights associated
with, the foregoing, including, without limitation, any claim by Grantor
against third parties, and the right to xxx third parties, for any past,
present or future infringements of any patent, patent application,
trademark, or copyright including, without limitation, the patents, patent
applications, and trademarks referred to in Schedules 1 and 2 annexed
hereto; provided, however, that products and proceeds shall not be deemed
to include inventory or accounts receivable of the Company.
This security interest is granted in conjunction with the Purchase
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
If: (a) a judgment or order shall be rendered against the Company and such
judgment or order shall remain unsatisfied or undischarged and in effect for
thirty (30) consecutive days without a stay of enforcement or execution; (b) a
notice of lien, levy or assessment (other than a lien, levy or assessment less
than $10,000 that is being contested in good faith) is filed or recorded with
respect to any of the assets of the Company the Company (including, without
limitation, the Intellectual Property Collateral), by the United States, or any
department, agency or instrumentality thereof, or by any state, county,
municipality or other governmental agency or any taxes or debts owing at any
time or times hereafter to any one or more of them become a lien, upon any of
the assets of the Company (including, without limitation, the Intellectual
Property Collateral); (c) any material portion of the Intellectual Property
Collateral is attached, seized, subjected to a writ or distress warrant, or is
levied upon, or comes within the possession of any receiver, trustee, custodian
or assignee for the benefit of creditors and, on or before the thirtieth (30th)
day thereafter, such assets are not returned to the Company and/or such writ,
distress warrant or levy is not dismissed, stayed or lifted; (d) a proceeding
under any bankruptcy, reorganization, arrangement of debt, insolvency,
readjustment of debt or receivership law or statute is filed against the Company
and such proceeding is not dismissed within forty-five (45) days of the date of
its filing, or a proceeding under any bankruptcy, reorganization, arrangement of
debt, insolvency, readjustment of debt or receivership law or statute is filed
by the Company, or the Company makes an assignment for the benefit of creditors,
or the Company takes any corporate action to authorize any of the foregoing; (e)
the Company voluntarily or involuntarily dissolves or is dissolved, or its
existence terminates or is terminated; (f) the Company becomes insolvent or
fails generally to pay its debts as they become due; (g) the Company is
enjoined, restrained, or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting all or any material part of
its business affairs; (h) a breach by the Company shall occur under any material
agreement, document or instrument (other than an agreement, document or
instrument evidencing the lending of money), whether heretofore, now or
hereafter existing between the Company and any other person or any other entity
and the effect of such breach is likely to have a material adverse effect on the
Company's assets, financial condition, results of operations or business; (i)
the Company shall fail to make any payment due on any other obligation for
borrowed money or shall be in breach of any agreement evidencing the lending of
money; (j) a Change of Control (as defined in the Purchase Agreement) shall have
occurred, Grantee shall have, in addition to any other rights and remedies
contained in the Purchase Agreement or in any agreement, instrument or document
executed in connection therewith, all of the rights and remedies of a secured
party under the Uniform Commercial Code or other applicable Federal, state or
local laws (including, without limitation, the right to foreclose upon the
Intellectual Property in accordance with all applicable laws), all of which
rights and remedies shall be cumulative, and non-exclusive, to the extent
permitted by law.
IN WITNESS WHEREOF, Grantor has caused this Intellectual Property Security
Agreement to be duly executed by its duly authorized officer thereunto as of the
dated first written above.
GRANTEE: GRANTOR:
FMC CORPORATION SRC VISION, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Steel
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Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Steel
Title: Vice President Title: Chief Financial Officer
