Exhibit 10.35
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
November 25, 1997 by and between SILICON VALLEY BANK ("Bank") and SILICON
GAMING, INC., a California corporation ("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 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 Grantor, 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 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 its Intellectual Property Collateral (including
without limitation those Copyrights, Patents, Trademarks, Mask Works, and
pending applications for registration thereof, 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 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
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
-1-
equity, shall not preclude the simultaneous or later exercise by any person,
including Bank, 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: SILICON GAMING, INC., a California
Attn: Xxx Xxxxxxx corporation
0000 Xxxx Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000 /s/ Xxxxxx X. Xxxxxxx
By:________________________________
Vice President & CFO
Title:_____________________________
BANK:
Address of Bank: SILICON VALLEY BANK
Attn: Xxxx China
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 /s/ Xxxx China
Xxxx Xxxx, XX 00000 By:________________________________
Vice President
Title:_____________________________
-2-
EXHIBIT A
to
Security Agreements
U.S. Copyrights--Registrations:
None.
A-1
EXHIBIT B
to
Security Agreement
U.S. Patents Issued:
Patent Number Issue Date Title
------------- ---------- -----
5,643,086 July 1, 1997 Electronic Casino Gaming Apparatus
With Improved Play Capacity
B-1
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-2
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-3
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-4
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-5
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-6
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-7
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-8
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-9
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-10
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-11
EXHIBIT B
to
Security Agreement
U.S. Patent Application:
Title: [*]
S/N: [*]
Filed: [*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
B-12
EXHIBIT C
to
Security Agreement
Trademarks (cont'd):
Trademarks:
Application Filing Registration Xxxx
Xxxx Country No. Date No. Date
---- ------- ----------- ------ ------------ ------
SILICON GAMING LOGO U.S. 74/727,910 9/12/95 2,076,279 7/1/97
THE SAINT XXXXX CLUB U.S. 75/015,137 11/6/95
FORT XXXX U.S. 75/015,310 11/6/95
PHANTOM BELLE U.S. 75/015,319 11/6/95 2,072,704 6/17/97
XXXXXX OF THE SPHINX U.S. 75/015,136 11/6/95
BIG BUCKAROOS U.S. 75/015,313 11/6/95
SUPER SLEUTH U.S. 75/015,243 11/6/95
RADIO DAYS U.S. 75/015,141 11/6/95
SUPER SLUGGER U.S. 75/015,135 11/6/95
PENNANT FEVER U.S. 75,015,244 11/6/95
REEL RALLY U.S. 75,015,308 11/6/95
SLOT SAFARI U.S. 75,015,139 11/6/95
STRIKE IT RICH U.S. 75,015,314 11/6/95
THREE REEL ROUNDUP U.S. 75/045,730 1/17/96
RODEO ROUNDUP U.S. 75/044,903 1/18/96
ROARING ROULETTE U.S. 75/048,836 1/26/96
WIN-O-MATIC U.S. 75/138,727 17/23/96 2,098,386 9/16/97
C-1
EXHIBIT C
to
Security Agreement
Trademarks (cont'd):
Application Filing Registration Xxxx
Xxxx Country No. Date No. Date
---- ------- ----------- ------ ------------ ------
DAZZLING DIAMONDS U.S. 75/139,982 7/23/96
KRAZY KENO U.S. 75/139,981 7/23/96 2,104,302 10/7/97
STAR SPANGLED KENO U.S. 75/157,831 8/28/96 2,094,973 9/9/97
ODYSSEY U.S. 75/165,365 9/13/96 2,113,843 11/18/97
SILICON GAMING U.S. 75/243,191 2/12/97
MORE FUN TO PLAY, U.S. 75/370,443 10/8/97
MORE FUN TO WIN
MISC. DESIGN MACHINE U.S. 75/272,009 4/9/97
CONFIGURATION
BUCCANEER GOLD U.S. 75/279,932 4/23/97
BANANA-RAMA U.S. 75/292,734 5/15/97
LADY OF FORTUNE U.S. 75/292,735 5/15/97
TOP HAT 21 U.S. 75/319,225 7/3/97
U.S. MINT U.S. 75/340,004 8/12/97
MISC. DESIGN U.S. 75/379,428 10/27/97
(VERTICAL SCREEN
CONFIGURATION)
ANCIENT TEMPLE OF U.S. not yet 12/10/97
MONEY assigned
ATM U.S. not yet 12/10/97
assigned
ARABIAN RICHES U.S. not yet 12/10/97
assigned
C-2
