EXHIBIT 99.3
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of
September 9, 2002 by and among ENGAGE, INC., the GUARANTORS party hereto and
CMGI, INC.
WHEREAS, the Company and the Purchaser are entering into the
Transaction Agreement, of even date herewith, pursuant to which the Company
intends to issue the Note to the Purchaser;
WHEREAS, the Company is willing to secure its obligations under the
Note and the Transaction Agreement by granting Liens on its assets to the
Secured Party as provided in the Security Documents;
WHEREAS, the Company is willing to cause certain of its Subsidiaries to
guarantee the foregoing obligations of the Company and to secure its guarantee
thereof by granting Liens on its assets to the Secured Party as provided in the
Security Documents; and
WHEREAS, the Purchaser is not willing to purchase the Note unless (i)
the foregoing obligations of the Company are secured and guaranteed as described
above and (ii) each guarantee thereof is secured by Liens on assets of the
relevant Guarantor as provided in the Security Documents.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Capitalized terms used herein but not otherwise defined herein have the
respective meanings provided for in the Transaction Agreement.
The Company, in order to secure the Secured Obligations, and each
Guarantor listed on the signature pages hereof, in order to secure its Secured
Guarantee, grants to the Secured Party a continuing security interest in all of
the rights, title and interest in, to and under the following property of the
Company or such Guarantor, as the case may be, whether now owned or existing or
hereafter acquired or arising and regardless of where located:
(i) all Copyrights, Patents, Trademarks, Licenses,
drawings, technical information, marketing plans, customer lists, trade
secrets, proprietary or confidential information, inventions (whether
or not patentable), procedures, know-how and models (including, without
limitation, those copyright, patent and trademark registrations and
applications listed on Schedules A, B and C hereto); and
(ii) 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 continuing security interest is granted in conjunction with the
continuing security interest granted to the Secured Party under the Security
Documents. The rights and remedies of the Secured Party with respect to the
continuing security interest granted hereby are in addition to those set forth
in the Security Documents and the Ancillary Agreements, and those which are now
or hereafter available to the Secured Party as a matter of law or equity. Each
right, power and remedy of the Secured Party provided for herein, in any of the
other Security Documents or in any of the Ancillary Agreements, 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 the Secured Party of any one or more of the rights, powers or
remedies provided for herein, in any of the other Security Documents or in any
of the Ancillary Agreements, or now or hereafter existing at law or in equity,
shall not preclude the simultaneous or later exercise by any person, including
the Secured Party, of any or all other rights, powers or remedies.
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The Company hereby requests that the Register of Copyrights, the
Commissioner of Patents and Trademarks and any other applicable government
officer record this Intellectual Property Security Agreement.
This Intellectual Property Security Agreement may be executed in any
number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
ENGAGE, INC.
By: /s/ Xxxxxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: President and CEO
CMGI, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Financial Officer
GUARANTORS:
MEDIABRIDGE TECHNOLOGIES, INC.
By: /s/ Xxxxxxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: President and CEO
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EXHIBIT A
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
COPYRIGHTS
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Registration/ Registration/
Description Application Number Application Date
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EXHIBIT B
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
PATENTS
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Registration/ Registration/
Description Application Number APPLICATION DATE
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4
EXHIBIT C
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
TRADEMARKS
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Registration/ Registration/
Description Application Number Application Date
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