INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.3
This Intellectual Property Security Agreement is entered into as of May 1, 2009 by and between Silicon Valley Bank ("Bank") and Adept Technology, 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 May 1, 2009 (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 the Intellectual Property Collateral (as defined below) 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 all of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections (including, without limitation, the items listed on Exhibit A), including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not (including, without limitation, the items listed on Exhibit B), and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, 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, and all rights corresponding thereto throughout the world (collectively, the “Intellectual Property Collateral”).
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.
This Intellectual Property Security Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and counterpart signature pages may be assembled to form a single original document.
[Remainder of Page Intentionally Left Blank - Signature Page Follows]
[Signature Page to Intellectual Property Security Agreement]
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: 5960 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Xxxx: Xxxx X. Cummins Fax: (925) 245-3510 Email: xxxx.xxxxxxx@xxxxx.xxx | GRANTOR: Adept Technology, Inc. By: /s/ Xxxx Xxxxxxx Title:CFO | |
Address of Bank: 185 Xxxxx Street Lobby 1, Suite 3000 San Francisco, CA 94107 Attn: Xxxx Freeman Fax: (415) 856-0810 Email: xxxxxxxx@xxx.xxx | BANK: Silicon Valley Bank By:/s/ Xxxx Xxxxxxx Title: Relationship Manager | |
AMENDED AND RESTATED EXHIBIT A
dated May 1, 2009
by Adept Technology, Inc. in favor of Silicon Valley Bank
Patents and Copyrights
Adept Technology, Inc. Patents:
Description | Patent/ Application Number | Issue/ Application Date |
Bin-Picking System for Randomly Positioned Objects | 7,313,464 | 12/25/2007 |
Smart Camera | 7,174,224 | 2/6/2007 |
Smart Camera | 6,988,008 | 1/17/2006 |
Smart Camera | 6,985,780 | 1/10/2006 |
Methods and Apparatus for Positive Wafer Process Status Identification During Semiconductor Wafer Processing | 6,530,734 | 3/11/2003 |
Impulse-Based, Flexible Parts Feeder | 6,056,108 | 5/2/2000 |
Isolation Chamber Transfer Apparatus | 5,810,537 | 9/22/1998 |
Flexible Parts Feeder | 5,687,831 | 11/18/1997 |
Bin-Picking System for Randomly Positioned Objects (CAN) | 2,600,042 | 8/31/2007 |
Bin-Picking System for Randomly Positioned Objects (JAP) | 2007-230204 | 4/4/2006 |
Vacuum Gripping Apparatus (national phase utility patent application - United States 1 | 12/597,307 | 10/23/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - Australia) 1 | 2008246203 | 11/18/2009 |
Vacuum Gripping Apparatus (Australia) | 2011204992 | 7/26/2011 |
Vacuum Gripping Apparatus (national phase utility patent application - Brazil) 1 | PI 0810690-8 | 10/22/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - Canada) 1 | 2 685 274 | 10/26/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - Europe) 1 | 8754109.0 | 11/25/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - Japan) 1 | 2010-506272 | 10/26/2009 |
Vacuum Gripping Xxxxxxxxx (xxxxxxxx xxxxx xxxxxxx xxxxxx xxxxxxxxxxx - Xxxxx Xxxxx) 1 | 10-2009-7024668 | 11/26/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - New Zealand) 1 | 581442 | 11/25/2009 |
Vacuum Gripping Apparatus (national phase utility patent application - South Africa) 1 | 2009/08340 | 8/25/2010 |
Spatial Data Collection Apparatus and Method | 6,917,893 | 7/12/2005 |
System and Method for Map and Position Determination Enhancement | 7,650,013 | 1/19/2010 |
Method for Mapping Spaces With Respect to a Universal Uniform Spatial Reference | 7,693,654 | 4/6/2010 |
Mobile Autonomous Updating of GIS Maps | 7,912,633 | 3/22/2011 |
Mobile Autonomous Updating of GIS Maps | 13/050,800 | 3/17/2011 |
Apparatus and Method for Gripping and Releasing Objects | PCT/US10/27511 | 3/16/2010 |
1 These national and regional phase utility patent applications are each based on International patent application No. PCT/US2008/005330 (now expired), filed in the USPTO on April 25, 2008, which claimed priority to provisional patent application No. 60/926,329 (now expired), filed in the USPTO on April 26, 2007.
Adept Technology, Inc. Copyrights:
Description | Registration/ Application Number | Registration/ Application Date |
ActivMedia Robotics Navigation and Localization (ARNL) | TX0005888854 | 12/18/2003 |
ActivMedia Robotics Control and Operations Software (XXXXX), version 1.0 | TX0006088863 | 11/19/2004 |
ActivMedia Robotics Interface for Applications (ARIA), version 1.0 | TX 0006088041 | 12/16/2004 |
ActivMedia Robotics Interface for Applications (ARIA), version 2.0 | TX 006088042 | 12/16/2004 |
ActivMedia Color Tracking System (ACTS), version 1.0 | TX0006072154 | 12/20/2004 |
ActivMedia Color Tracking Systems (ACTS), version 2.0 | TX0006091327 | 12/20/2004 |
Mapper3 | TX0006171250 | 5/19/2005 |
MobileEyes | TX0006188105 | 5/19/2005 |
MobileEyes, version 1.0 | TX0000000000 | 8/11/2005 |
ARM: BASE PROGRAM FOR VARIABLE DATA ALLOCATION | TX4140500 | 6/27/1995 |
ADEPT V+ VERSION 8.2 | TX4140499 | 8/14/1995 |
ADX DATA IMPORT AND EXPORT SUBSYSTEM, VERSION V1.6 | TX4140497 | 6/27/1995 |
VISION OPERATOR TRAINING GUIDE. | TX4127588 | 6/27/1995 |
ARM: BASE PROGRAM VARIABLE DATA ALLOCATION: 8.2 | TX4127587 | 6/27/1995 |
RELEASE NOTES FOR ADEPT XXX XX: VERSION 6.4 | TX4119725 | 8/14/1995 |
ADEPT V+, VERSION 8.0 | TX4117082 | 8/14/1995 |
V+ VERSION 10.1 | TX4117465 | 8/14/1995 |
ADEPTONE ROBOT USER'S GUIDE | TX4075324 | 7/24/1995 |
V+ VERSION 10.1 | TX4075057 | 6/27/1995 |
ADEPTMOTION SERVO: USER'S GUIDE | TX4078798 | 7/24/1995 |
ADEPT MC CONTROLLER: USER'S GUIDE | TX4078797 | 7/24/1995 |
ADEPT CC CONTROLLER: USER'S GUIDE | TX4078914 | 7/24/1995 |
ADEPT ROBOT ENGINEERING MANUAL. | TX4068659 | 7/24/1995 |
Amendment Acknowledgment:
Date: February 6, 2012
Adept Technology, Inc.
By: /s/ Xxxx Xxxxxxx
Xxxx X. Xxxxxxx
Senior VP, Finance &
Chief Financial Officer
Silicon Valley Bank
By: /s/ Elisa Sun
Name: Elisa Sun
Title: Relationship Manager
[SIGNATURE PAGE TO AMENDED AND RESTATED EXHIBIT A TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]
AMENDED AND RESTATED EXHIBIT B
dated May 1, 2009
by Adept Technology, Inc. in favor of Silicon Valley Bank
Trademarks
Adept Technology, Inc.
Description | Registration/ Application Number | Registration/ Application Date |
Adept logo | 1,458,004 | 09-22-1987, renewed 04-03-2007 |
Adept logo (Norway) | 146,528 | 8/22/1981 |
Adept logo (Denmark) | VR 008294 1993 | 12/3/1993 |
AIM | 2,627,530 | 10/1/2002 |
AdeptVision | 2,623,647 | 9/24/2002 |
HexSight | 2,574,873 | 6/4/2002 |
HexSight (Canada) | TMA524628 | 11/3/2001 |
HEXAVISION (Canada) | TMA528326 | 5/24/2000 |
BRAIN‐ON‐BOARD (Germany) | 30,422,425 | 6/1/2005 |
Adept | 3,368,851 | 1/15/2008 |
Adept (Germany) | 1,180,500 | 8/23/1991 |
Adept (EU Community Trade Xxxx) | 3,028,982 | 3/1/2006 |
Seekur | 3,384,516 | 2/19/2008 |
PatrolBot | 3,394,393 | 3/11/2008 |
LaserPlans | 3,391,245 | 3/4/2008 |
Motivity (Classes 07 - Industrial Robots and 12 -Robotic Transport Vehicles) | 4,047,455 | 11/1/2011 |
Motivity (Class 09 - Laboratory Robots) | 77/808035 | 8/19/2009 |
Motivity by MobileRobots (Application) | 77/938941 | 2/18/2010 |
ApproFlex (France) | 07 3519096 | 9/14/2007 |
ApproFlex (CTM) | 6,644,397 | 1/21/2009 |
Eclipse (CTM) | 8,123,697 | 11/11/2009 |
activemedia logo (Poland) | 255,736 | 9/30/2002 |
ActiveMedia (Switzerland) | 540,209 | 12/8/2005 |
Cerebellum Automation (France) | 04 3277907 | 4/9/2004 |
Note: certain international registrations may be in name of Adept Technology, Inc. subsidiaries. Adept is in process of transferring any international registrations held by subsidiaries to the parent company.
Amendment Acknowledgment:
Date: February 6, 2012
Adept Technology, Inc.
By: /s/ Xxxx Xxxxxxx
Xxxx X. Xxxxxxx
Senior VP, Finance &
Chief Financial Officer
Silicon Valley Bank
By: /s/ Elisa Sun
Name: Elisa Sun
Title: Relationship Manager
[SIGNATURE PAGE TO AMENDED AND RESTATED EXHIBIT B TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]
