INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
October 26, 1999 by and between SILICON VALLEY BANK ("Bank") and AML
COMMUNICATIONS, 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 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). 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, Patents,
and Mask Works 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, Trademarks and Mask Works listed
on Schedules A, B, C, and D 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 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.
IN WITNESS WHEREOF, the parties have cause this Intellectual Property
Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.
Address of Grantor: GRANTOR:
AML COMMUNICATIONS, INC.
1000 Avenida Acaso By: /s/ Xxxx X. Xxxxxxx
Xxxxxxxxx, XX 00000 -----------------------------
Title: President & CEO
Attn: --------------------------
------------------------
BANK:
Address of Bank: SILICON VALLEY BANK
000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 000 By: /s/ Xxxx X. Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 ------------------------------
Title: Vice President
Attn: Manager ---------------------------
EXHIBIT A
----------
Copyrights
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
NONE
EXHIBIT B
---------
Patents
Description
-----------
Registration/ Registration/
Application Application
Number Date
------ ----
Amplifier with Detuned Test Signal Cancellation for 5,768,699
Improved Wideband Frequency Response
Loss Less RF Feedback for Power Amplifier 5,469,114
Linearization
Feed Forward Cancellation Amplifier Utilizing 5,508,657
Dynamic Vector Control
Cascaded Error Correction in a Feed Forward 09/083,579 May 21, 1999
Amplifier System
Feed-Forward Amplifier Manufacturing Module 09/326,426 June 4, 1999
EXHIBIT C
---------
Trademarks
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
Repeat-A-Cell 2,098,157
EXHIBIT D
---------
Mask Works
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
