EXHIBIT 10.47
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
September 27, 2002 by and between SILICON VALLEY BANK ("Bank") and CUTTING EDGE
SOFTWARE, INC. ("Grantor").
RECITALS
A. Grantor has executed and delivered to Bank a Guaranty with respect
to certain borrowers, and a Security Agreement securing all of its obligations
to Bank (as the same may be amended, modified or supplemented from time to time,
the "Security Agreement"; capitalized terms used herein are used as defined in
the Security Agreement).
B. Pursuant to the terms of the Security 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 all of its obligations
secured under the Security Agreement, Grantor hereby represents, warrants,
covenants and agrees as follows:
AGREEMENT
To secure its Obligations (as defined in the Security 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 Exhibits 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 Security Agreement. The rights and remedies
of Bank with respect to the security interest granted hereby are in addition to
those set forth in the Security Agreement and the other Guaranty 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 Security
Agreement or any of the Guaranty 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 Security Agreement or any of the other Guaranty
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.
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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:
0000 X. Xxxxxxxx Xxxx CUTTING EDGE SOFTWARE, INC.
Xxxxxxxxxx, Xxxxxxx 00000
By: /s/ Xxxx X. Xxxxxxxxx
Title: Vice President
Address of Bank: BANK:
0000 Xxxxxx Xxxxx SILICON VALLEY BANK
Xxxxx Xxxxx, Xxxxxxxxxx 00000
By:
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Title:
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EXHIBIT A
Copyrights
Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
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EXHIBIT B
Patents
Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
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EXHIBIT C
Trademarks
Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
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EXHIBIT D
Mask Works
Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
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