Intellectual Property Security Agreement - Silicon Valley Bank and ValueClick Inc.
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of
October 21, 1999 by and between SILICON VALLEY BANK ("Bank") and VALUECLICK,
INC. ("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, 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 sue 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
<PAGE>
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 cause this Intellectual Property
Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.
Address of Grantor: GRANTOR:
VALUECLICK, INC.
6450 Via Real By: /s/ Kurt A. Johnson
Carpinteria, CA 93013 ----------------------------------
Title: CFO
Attn: /s/ Kurt Johnson -------------------------------
----------------------------------
BANK:
Address of Bank: SILICON VALLEY BANK
340 N. Westlake Boulevard, Suite 150 By: /s/ Karl R. Burns
Westlake Village, California 91362 ----------------------------------
Title: Vice President
Attn: Manager -------------------------------
<PAGE>
EXHIBIT A
Copyrights
<TABLE>
<CAPTION>
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
<S> <C> <C>
NONE
</TABLE>
<PAGE>
EXHIBIT B
Patents
<TABLE>
<CAPTION>
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
<S> <C> <C>
NONE
</TABLE>
<PAGE>
EXHIBIT C
Trademarks
<TABLE>
<CAPTION>
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
<S> <C> <C>
ValueClick 75/365,624
794727
(Europe)
10-2434-1
(Japan)
</TABLE>
<PAGE>
EXHIBIT D
Mask Works
<TABLE>
<CAPTION>
Description Registration/ Registration/
----------- Application Application
Number Date
------ ----
<S> <C> <C>
</TABLE>