Exhibit 10.2
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
September 15, 2005, by and between SILICON VALLEY BANK ("Bank") and RAMTRON
INTERNATIONAL CORPORATION, a Delaware 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 Amended and Restated Loan and Security Agreement by
and between Bank and Grantor dated as of the date hereof (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, 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 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 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 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
Page-1
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.
IN WITNESS WHEREOF, the parties have caused 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: RAMTRON INTERNATIONAL CORPORATION
0000 Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000 -----------------------
Xxxx X. Xxxxxx
Title: CFO
BANK:
Address of Bank: SILICON VALLEY BANK
0000 Xxxxxxxx Xxx., Xxxxx 000 By: /s/ Xxxxx Xxxxxx
Xxxxxxx, XX 00000 ----------------------------
Attn: Xxxxx Xxxxxx Title: Relationship Manager
Page-2
