INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of June
24, 1999 by and between SILICON VALLEY BANK ("Bank") and Interwoven, Inc.
("Grantor").
RECITALS
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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 June 24, 1999 (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
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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 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
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.
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GRANTOR:
Address of Grantor: Interwoven, Inc.
0000 Xxxx Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------ -------------------------
Xxxxxxxxx, XX 00000 Title: VP & CFO
------------------------ ----------------------
Attn:
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BANK:
Address of Bank: SILICON VALLEY BANK
0000 Xxxxxx Xxxxx By: /s/ Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000-0000 ------------------------
Title: VP
------------------------
Attn:
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EXHIBIT C
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Trademarks
Description Registration/ Registration/
----------- Application Application
Number Date
----- ----
OPENDEPLOY 75-424,500 1/27/98
DESIGN ONLY 2,174,869 7/21/98
SMARTCONTEXT 2,257,708 6/29/99
SITE ROLLBACK 75-289,880 7/17/98
TEAMSITE 2,180,264 8/11/98
SITEWAREHOUSE 75-175,709 10/2/96
PAGEWAREHOUSE 2,217,622 1/12/99
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EXHIBIT D
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Mask Works
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
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