NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of April 15, 1998, by and
between InVision Technologies, Inc. ("Borrower") and Silicon Valley Bank
("Bank").
In connection with, among other documents, the Loan and Security Agreement (the
"Loan Documents") dated February 20, 1997 between Borrower and Bank, Borrower
agrees as follows:
1. Borrower shall not sell, transfer, assign, mortgage, pledge,
lease, grant a security interest in, or encumber any of
Borrower's Intellectual Property, including, without limitation,
the following:
a. Any and all copyright rights, copyright applications,
copyright registrations and like protections in each work
or authorship and derivative work thereof, whether
published or unpublished and whether or not the same also
constitutes a trade secret, now or hereafter existing,
created, acquired or held;
b. All mask works or similar rights available for the
protection of semiconductor chips, now owned or hereafter
acquired;
c. Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software
products now or hereafter existing, created, acquired or
held;
d. Any and all design rights which may be available to Borrower
now or hereafter existing, created, acquired or held;
e. All patents, patent applications and like protections
including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and
continuations-in-part of the same, including without
limitation the patents and patent applications;
f. Any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same
and like protections, and the entire goodwill of the
business of Borrower connected with and symbolized by such
trademarks, including without limitation;
g. Any and all claims for damages by way of past, present and
future infringements of any of the rights included above,
with the right, but not the obligation, to xxx for and
collect such damages for said use or infringement of the
intellectual property rights identified above;
h. All licenses or other rights to use any of the Copyrights,
Patents, Trademarks or mask works, and all license fees and
royalties arising from such use to the extent permitted by
such license or rights; and
i. All amendments, extensions, renewals and extensions of any
of the Copyrights, Trademarks, Patents, or mask works; and
j. All proceeds and products of the foregoing, including
without limitation all payments under insurance or any
indemnity or warranty payable in respect of any of the
foregoing;
Notwithstanding the foregoing, the parties agree that Borrower
may: (i) in the ordinary course of its business license its
Intellectual Property to purchasers of its products and to
agents, distributors and independent contractors who provide
maintenance, support and training to such purchasers in
connection with such products and enter into standard software
escrow agreements with such purchasers; and (ii) license its
Intellectual Property in connection with any joint venture,
collaboration, strategic alliance, research and development
partnerships and arrangements; and (iii) license any of its
Intellectual Property not related to its current business.
2. It shall be an event of default under the Loan Documents between
Borrower and Bank if there is a breach of any term of this
Negative Pledge Agreement.
3. Capitalized terms used but not otherwise defined herein shall
have the same meaning as in the Loan Documents.
BORROWER:
INVISION TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
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Title: Chief Financial Officer
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BANK:
SILICON VALLEY BANK
By: /s/ D. Xxxxxx Xxxxxxx
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Name: D. Xxxxxx Xxxxxxx
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Title: Vice President
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