PATENT SECURITY AGREEMENT
Exhibit 10.3
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2015 and, by and between, APPLIED OPTOELECTRONICS, INC., a Delaware corporation (the “Borrower”) and each Additional Grantor that may become a party hereto after the date hereof (each of the Borrower and each Additional Grantor being a “Grantor” and collectively the “Grantors”) and EAST WEST BANK, as Agent for and representative of the Lender Parties (in such capacity, the “Agent”). If there are no Guarantors that are party to this Agreement, the term “Grantors” shall refer only to the Borrower.
WHEREAS, the Grantor has granted a security interest in and continuing Lien on the Collateral (including the patents subject of this Agreement) to the Agent pursuant to the Security Agreement, and desires to enter into this Agreement for purposes of affirming such grant to the Agent, and providing a short-form medium to facilitate the recording of such security interest in the applicable governmental offices.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:
Section 1. Affirmation and Grant of Security. The Grantor hereby affirms its grant to the Agent of, and grants to the Agent, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the patents listed on Schedule I to secure the Secured Obligations.
Section 2. Recordation. The Grantor authorizes and requests that the Commissioner of Patents and Trademarks and any other applicable government officer record this Agreement.
Section 3. Grants, Rights and Remedies. This Agreement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the 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.
Section 4. Miscellaneous. The Grantor agrees that neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. This 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. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Grantor has caused this Patent Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
| APPLIED OPTOELECTRONICS, INC. | |
| By: /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | |
| Title: CFO and Chief Strategy Officer |
(Signature Page to Patent Security Agreement)
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SCHEDULE I
ISSUED PATENTS
| Patent No. | Country | Title | Issue Date |
| 8,995,484 | USA | Temperature controlled multi-channel transmitter optical subassembly and optical transceiver module including same | 03-31-2015 |
| 8,831,433 | USA | Temperature controlled multi-channel transmitter optical subassembly and optical transceiver module including same | 09-09-2014 |
| 8,891,974 | USA | Distortion compensation circuit including tunable phase path | 11-18-2014 |
| 8,805,191 | USA | Optical transceiver including optical fiber coupling assembly to increase usable channel wavelengths | 08-12-2014 |
| 8,655,183 | USA | Optical transceiver that maintains a bend diameter of an internal optical fiber and method of assembling same | 02-18-2014 |
| 9,002,214 | USA | Wavelength-selectable laser device and apparatus and system including same | 04-07-2015 |
| 8,818,208 | USA | Laser mux assembly for providing a selected wavelength | 08-26-2014 |
| 8,606,116 | USA | System and method for distortion compensation in response to frequency detection | 12-10-2013 |
| 8,670,675 | USA | System and method for distortion compensation including configureable delay | 03-11-2014 |
| 8,718,489 | USA | Distortion compensation circuit including one or more phase invertible distortion paths | 05-06-2014 |
| 8,899,846 | USA | Receptacle diplexer | 12-02-2014 |
| 8,320,773 | USA | Reducing cross-modulation in multichannel modulated optical systems | 11-27-2012 |
| 8,091,876 | USA | Fixture for securing optoelectronic packages for wire and/or component bonding | 01-10-2012 |
| 8,045,164 | USA | Position finding system and method for use in aligning laser device with an optical fiber | 10-25-2011 |
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| 8,406,631 | USA | Network timing | 03-26-2013 |
| 7,978,985 | USA | Clipping correction system and method for correcting clipped signals in a receiver | 07-12-2011 |
| 8,165,474 | USA | Reducing cross modulation in multichannel modulated optical systems with anti-clipping | 04-24-2012 |
| 8,787,772 | USA | Laser package including semiconductor laser and memory device for storing laser parameters | 07-22-2014 |
| 8,073,340 | USA | Distortion compensation circuit including one or more phase invertible distortion paths | 12-06-2011 |
| 8,121,493 | USA | Distortion compensation circuit and method based on orders of time dependent series of distortion signal | 02-21-2012 |
| 7,766,686 | USA | Pluggable form factor release mechanism | 08-03-2010 |
| 8,121,170 | USA | Gain-coupled distributed feedback semiconductor laser including first-order and second-order gratings | 02-21-2012 |
| 7,925,170 | USA | Predistortion circuit including distortion generator diodes with adjustable diode bias | 04-12-2011 |
| 7,573,923 | USA | Laser drive circuit and method providing high limit clipping corresponding to low limit clipping in a laser | 08-11-2009 |
| 8,358,937 | USA | Systems and methods for reducing clipping in multichannel modulated optical systems | 01-22-2013 |
| 8,165,475 | USA | Systems and methods for reducing clipping in multichannel modulated optical systems | 04-24-2012 |
| 7,627,012 | USA | Distributed feedback semiconductor laser including wavelength monitoring section | 12-01-2009 |
| 7,542,503 | USA | Distributed feedback laser with improved optical field uniformity and mode stability | 06-02-2009 |
| 7,478,955 | USA | Modular laser package system | 01-20-2009 |
| 7,010,013 | USA | Assembly with tapered, threaded ferrule housing for improved alignment of fiber with laser | 03-07-2006 |
| 6,859,481 | USA | Optically-pumped multiple-quantum well active region with improved distribution of optical pumping power | 02-22-2005 |
| 6,652,707 | USA | Method and apparatus for demounting workpieces from adhesive film | 11-25-2003 |
| 6,795,478 | USA | VCSEL with antiguide current confinement layer | 09-21-2004 |
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| 7,026,178 | USA | Method for fabricating a VCSEL with ion-implanted current-confinement structure | 04-11-2006 |
| 6,697,413 | USA | Tunable vertical-cavity surface-emitting laser with tuning junction | 02-24-2004 |
| 6,788,466 | USA | Multiple reflectivity band reflector | 09-07-2004 |
| 6,763,053 | USA | Laser having multiple reflectivity band reflector | 07-13-2004 |
| 6,765,939 | USA | Multiple reflectivity band reflector with non-uniform profile and laser system employing same for laser wavelength monitoring | 07-20-2004 |
| 6,735,224 | USA | Planar lightwave circuit for conditioning tunable laser output | 05-11-2004 |
| 6,763,046 | USA | Method and system employing multiple reflectivity band reflector for laser wavelength monitoring | 07-13-2004 |
| 6,611,543 | USA | Vertical-cavity surface-emitting laser with metal mirror and method of fabrication of same | 08-26-2003 |
| 6,549,556 | USA | Vertical-cavity surface-emitting laser with bottom dielectric distributed xxxxx reflector | 04-15-2003 |
| 8,126,329 | USA | Quad-port optical module with pass-through and add/drop configuration | 02-28-2012 |
| 7,519,260 | USA | Coaxial optoelectronic device separation apparatus and method | 04-14-2009 |
| 8,079,222 | USA | Thermoelectric cooler controller | 12-20-2011 |
| 8,055,138 | USA | Photosensor operating point | 11-08-2011 |
| 7,583,719 | USA | Complex-coupled distributed feedback semiconductor laser | 09-01-2009 |
| 7,468,286 | USA | System and method for securing optoelectronic packages for mounting components at a mounting angle | 12-23-2008 |
| 6,263,002 | USA | Tunable fiber xxxxx-xxxxx surface-emitting lasers | 07-17-2001 |
| 6,736,550 | USA | Housing for passively aligning an optical fiber with a lens | 05-18-2004 |
| 6,608,855 | USA | Single-mode DBR laser with improved phase-shift section | 08-19-2003 |
| 6,669,367 | USA | Optical fiber with mirror for semiconductor laser | 12-30-2003 |
| 6,724,796 | USA | Modified distributed xxxxx reflector (DBR) for vertical cavity surface-emitting laser (VCSEL) resonant wavelength tuning sensitivity control | 04-20-2004 |
| 6,560,265 | USA | Method and apparatus for polarizing light in a VCSEL | 05-06-2003 |
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| 6,636,544 | USA | Overlapping wavelength-tunable vertical cavity surface-emitting laser (VCSEL) arrays | 10-21-2003 |
| 6,696,307 | USA | Patterned phase shift layers for wavelength-selectable vertical cavity surface-emitting laser (VCSEL) arrays | 02-24-2004 |
| 6,782,019 | USA | VCSEL with heat-spreading layer | 08-24-2004 |
| 6,471,582 | USA | Adapter for coupling air duct to fan-driven vent | 10-29-2002 |
| 7,010,012 | USA | Method and apparatus for reducing specular reflections in semiconductor lasers | 03-07-2006 |
| 6,765,948 | USA | VCSEL assembly with edge-receiving optical devices | 07-20-2004 |
| 6,560,259 | USA | Spatially coherent surface-emitting, grating coupled quantum cascade laser with unstable resonance cavity | 05-06-2003 |
| 6,746,777 | USA | Alternative substrates for epitaxial growth | 06-08-2004 |
| 6,455,908 | USA | Multispectral radiation detectors using strain-compensating superlattices | 09-24-2002 |
| 6,603,184 | USA | Double heterostructure photodiode with graded minority-carrier blocking structures | 08-05-2003 |
| 6,406,795 | USA | Compliant universal substrates for optoelectronic and electronic devices | 06-18-2002 |
| 6,638,773 | USA | Method for fabricating single-mode DBR laser with improved yield | 05-31-2002 |
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PATENT APPLICATIONS
| Appl. No. | Country | Title |
| 13/975,867 | USA | Heated laser package with increased efficiency for optical transmitter systems |
| 13/893,802 | USA | Compact multi-channel optical transceiver module |
| 14/088,883 | USA | Aligning and directly optically coupling photodetectors to optical demultiplexer outputs in a multichannel receiver optical subassembly |
| 13/760,533 | USA | Thermally shielded multi-channel transmitter optical subassembly and optical transceiver module including same |
| 13/708,569 | USA | Thermally isolated multi-channel transmitter optical subassembly and optical transceiver module including same |
| 13/709,195 | USA | Multi-channel optical transceiver module including dual fiber type direct link adapter for optically coupling optical subassemblies in the transceiver module |
| 13/644,113 | USA | Filtered laser array assembly with external optical modulation and WDM optical system including same |
| 13/595,505 | USA | External cavity laser array system and WDM optical system including same |
| 13/357,142 | USA | Optically matched laser array coupling assembly for coupling laser array to arrayed waveguide grating |
| 13/357,130 | USA | Laser array mux assembly with external reflector for providing a selected wavelength or multiplexed wavelengths |
| 13/543,259 | USA | Extended cavity xxxxx-xxxxx laser assembly capable of high speed optical modulation with narrow mode spacing and WDM optical system including same |
| 13/357,116 | USA | Wavelength-selectable laser device providing spatially-selectable wavelength(s) |
| 12/245,008 | USA | Reducing cross-modulation in multichannel modulated optical systems |
| 13/916,652 | USA | Tunable laser with multiple in-line sections including sampled gratings |
| 14/551,353 | USA | Tunable laser with multiple in-line sections including sampled gratings |
| 13/235,976 | USA | Receptacle diplexer |
| 14/188,768 | USA | Improved optical networking unit (ONU) packaging |
| 14/190,765 | USA | Scribe etch process for semiconductor laser chip manufacturing |
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| 14/456,124 | USA | Monitoring a multiplexed laser array in an optical communication system |
| 14/672,802 | USA | Improved coupling of photodetector array to optical demultiplexer outputs with index matched material |
| 14/248,553 | USA | Switched radio frequency (RF) driver for tunable laser with multiple in-line sections |
| 14/312,930 | USA | Laser transceiver with improved bit error rate |
| 14/528,011 | USA | Transceiver with a thermal AWG DEMUX and thermal AWG MUX |
| 14/665,639 | USA | Multichannel receiver optical subassembly with improved sensitivity |
| 14/501,751 | USA | Semiconductor laser diode with integrated heating region |
| 14/452,715 | USA | Test Fixture with thermoelectric cooler and spring-operated holding |
| 14/465,240 | USA | Method and system for alignment of photodector array to optical demultiplexer outputs |
| 14/295,459 | USA | Monitoring and controlling temperature across a laser array in a transmitter optical subassembly (TOSA) package |
| 14/661,772 | USA | Tunable laser including parallel lasing cavities with a common |
| 14/590,456 | USA | Two-section semiconductor laser with modulation-independent grating section to reduce chirp |
| 14/588,608 | USA | System, method and fixture for performing both optical power and wavelength measurements of light emitted from a laser diode |
| 14/263,142 | USA | Pluggable optical transceiver module |
| 14/482,550 | USA | Optical coupling element and optical module having the same |
| 14/504,500 | USA | Pluggable optical transceiver module |
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