Exhibit 10.7
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
November 8, 2000 by and among SILICON VALLEY BANK, as agent (in such capacity
"Agent") for itself and the Lenders (as defined in the Loan and Security
Agreement), on the one hand, and ONYX SOFTWARE CORPORATION ("Grantor"), on the
other hand.
RECITALS
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A. Agent and Lenders have 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
Agent, Lenders, and Grantor dated as 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). Agent
and Lenders are willing to make the Loans to Grantor, but only upon the
condition, among others, that Grantor shall grant to Agent for the ratable
benefit of Lenders, a security interest in certain Copyrights, Trademarks,
Patents, and Mask Works to secure the obligations of Grantor under the Loan
Agreement.
B. Pursuant to the terms of the Loan Agreement, Grantor has granted to
Agent for the ratable benefit of Lenders, 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
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To secure its obligations under the Loan Agreement, Grantor grants and
pledges to Agent for the ratable benefit of Silicon Valley Bank and Comerica
Bank-California (collectively, "Lenders"), 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 Schedules 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 Agent for the ratable benefit of Lenders, under the Loan Agreement.
The rights and remedies of Agent and Lenders 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
Agent and Lenders as a matter of law or equity. Each right, power and remedy of
Agent and Lenders 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 Agent and
Lenders 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 Agent
and Lenders, of any or all other rights, powers or remedies.
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.
GRANTOR:
Address of Grantor: ONYX SOFTWARE CORPORATION
0000 000xx Xxx. XX, Xxxxx 000 By: /s/ Xxx Xxxxxxxx
----------------------------------
Xxxxxxxx, XX 00000
Title: Acting CFO/Asst. Secretary
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AGENT:
Address of Agent: SILICON VALLEY BANK,
as Agent and a Lender
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000 By: /s/ Xxxx X. Xxxxxx
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Attn:
_____________________________
Title: Vice President
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LENDER:
Address of Lender: COMERICA BANK-CALIFORNIA
as a Lender
000 Xxxx Xxxxx Xxxxx Xxxx.
Xxx Xxxx, XX 00000 By: Signature Illegible
----------------------------------
Attn:
_____________________________
Title: Vice President
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2
EXHIBIT A
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Copyrights
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Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
N/A
EXHIBIT B
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Patents
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Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
N/A
EXHIBIT C
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Trademarks
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Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
N/A
EXHIBIT D
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Mask Works
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Registration/ Registration/
Application Application
Description Number Date
----------- ------------- -------------
N/A
