INTELLECTUAL PROPERTY SECURITY AGREEMENT
This
Intellectual Property Security Agreement is entered into as of January 3, 2007
by and between BRIDGE BANK, N.A. (“Bank”)
and
ACCUREL SYSTEMS INTERNATIONAL CORPORATION, a California corporation
(“Grantor”).
Recitals
A. Bank
has
agreed to make certain advances of money and to extend certain financial
accommodations to Grantor (the “Loans”) in the amounts and manner set forth in
that certain Loan and Security Agreement by and among Bank, Implant Sciences
Corporation (“(Implant”), Grantor, and C Acquisition Corp. (“Acquisition”) (each
of Implant, Grantor, and Acquisition are individually referred to herein as
a
“Borrower” and collectively, the “Borrowers”) 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 Borrowers, 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
Borrowers 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 and all
other agreements now existing or hereafter arising between Borrowers and Bank,
Grantor hereby represents, warrants, covenants and agrees as
follows:
Agreement
To
secure
its obligations under the Loan Agreement and under any other agreement now
existing or hereafter arising between Grantor and Bank, 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 Exhibits
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 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.
Grantor
represents and warrants that Exhibits A, B, and C attached hereto set forth
any
and all intellectual property rights in connection to which Grantor has
registered or filed an application with either the United States Patent and
Trademark Office or the United States Copyright Office, as
applicable.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original but all of which together shall constitute the same
instrument.
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:
|
ACCUREL
SYSTEMS INTERNATIONAL CORPORATION
|
000
Xxxxxxx Xxxx, #0 By:
Xxxxxxxxx,
XX 00000
Title:
Attn:
Xxxxxxx Xxxxxx
Bank:
|
Address
of Bank:
|
BRIDGE
BANK, N.A.
|
00
Xxxxxxx Xxxx. By:
Xxx
Xxxx,
XX 00000
Title:
Attention:
Xxxx Xxxxxxxx
612117
v1/HN
EXHIBIT
A
Copyrights
|
Description
|
Registration
Number
|
Registration
Date
|
EXHIBIT
B
Patents
|
Description
|
Patent/
Serial
Number
|
Issue
/ Application Date
|
|
Method
of modification and testing flip-chips
|
5834323
08785546
|
11/10/98
01/21/97
|
EXHIBIT
C
Trademarks
|
Description
|
Registration/
Application
Number
|
Registration/
Application Date
|
|
ACCUREL
(and design)
|
1,911,150
|
08/15/95
|
|
ACCUREL
|
1,868,058
|
12/20/94
|
