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Intellectual Property Security Agreement - Silicon Valley Bank, Gold Hill Venture Lending 03 LP and Vringo Inc.

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement is entered into as of December 29, 2009 by and among SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("SVB"), in its capacity as collateral agent for the Lenders ("Agent"), and in its capacity as a "Lender" (SVB in such capacity and the other Lenders listed on Schedule 1.1 to the Loan Agreement (as hereinafter defined) or party thereto from time to time, including, without limitation, GOLD HILL VENTURE LENDING 03, L.P., each a "Lender" and collectively, "Lenders"), and VRINGO, INC., a Delaware corporation ("Grantor").

RECITALS

A. 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 among Lenders, the Agent and Grantor, dated January 29, 2008, as amended by that certain First Loan Modification Agreement by and among Lenders, the Agent and Grantor 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). 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 the Lenders, and to each Lender a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) 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 the Lenders, and to each Lender 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 Agent, for the ratable benefit of the Lenders, and to each Lender a security interest in all of Grantor's right, title and interest in, to and under its intellectual property (all of which shall collectively be called the "Intellectual Property Collateral"), including, without limitation, the following:

1. Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the "Copyrights");


2. Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

3. Any and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;

4. All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the "Patents");

5. Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the "Trademarks");

6. All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the "Mask Works");

7. Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

8. All licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising from such use to the extent permitted by such license or rights;

9. All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and

10. All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

This security interest is granted in conjunction with the security interest granted to the Agent and the Lenders under the Loan Agreement. The rights and remedies of the Agent and the 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 the Agent and the Lenders as a matter of law or equity. Each right, power and remedy of the Agent and the 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 the Agent and the 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 the Agent or any Lender, of any or all other rights, powers or remedies.

[Signature page follows.]

 

-2-


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:     VRINGO, INC.

BIG Center, Bet Shemesh

    By:   /s/ Jon Medved

1 Yigal Allon Blvd

Bet Shemesh 00062 Israel

Attn: David Corre

    Title:   Chief Executive Officer
    AGENT:
Address of Agent:    

SILICON VALLEY BANK, as Agent and a Lender

One Newton Executive Park, Suite 200

    By:   /s/ authorized signatory

2221 Washington Street

Newton, Massachusetts 02462


Attn: Mr. Michael Fell

    Title:   Senior Advisor
    LENDER:
Address of Lender:     GOLD HILL VENTURE LENDING 03, L.P., as a Lender

Two Newton Executive Park, Suite 203

    By:   /s/ authorized signatory

2227 Washington Street

    Title:   Manager

Newton, MA 02462


Attn: Frank Tower

     


EXHIBIT A

Copyrights


Description

  

Registration/

Application

Number

  

Registration/

Application

Date

No registered copyrights.

     


EXHIBIT B

Patents


Description

   Registration/
Application
Number
   Registration/
Application
Date

Synchronized Voice and Data System

   11/997,000    January 28, 2008

Personalization Content Sharing System and Method (USA)

   11/544,938    October 10, 2006

Personalization Content Sharing System and Method (USA)

   11/744,917    May 7, 2007

Personalization Content Sharing System and Method (Europe)

   07706046.5    January 25, 2007

Personalization Content Sharing System and Method (Europe)

   08738326.1    December, 2009

Media Content at the End of a Communication

   11/549,658    October 16, 2006

User-Chosen Media Content (USA)

   11/768,989    June 27, 2007

User-Chosen Media Content (Europe)

   07766818.4    June 27, 2007

Pushed Media Content Delivery (USA)

   11/775,249    July 10, 2007

Pushed Media Content Delivery (Europe)

   07766888.7    July 10, 2007

System and Method for Digital Rights Management

   11/773,417    July 4, 2007

Advertisement-Based Dialing

   12/186,592    August 6, 2008

Group Sharing of Media Content

   11/776,689    July 12, 2007

Media Playing on Another Device

   11/853,117    September 11, 2007

Personalized Installation Files

   11/858,193    September 20, 2007

Method to Play Vendor Videos

   11/923,831    October 25, 2007

Triggering Events for Video Ringtones

   12/028,938    February 11, 2008

Smart Contact List

   12/043,974    March 7, 2008

Mobile Video Dating Service

   12/186,547    August 6, 2008

Roaming Detection

   12/193,785    August 19, 2008

Contact Matching of Changing Content Across Platforms

   12/367,525    February 8, 2009

Voting System with Content

   61/226,718    July 19, 2009

Alternative Ringtones for Mobile Telephones

   61/289,454    December 23, 2009

Web-Based Dialing

   11/775,248    July 10, 2007

Drag and Drop Selection of Products

   11/772,873    July 3, 2007


EXHIBIT C

Trademarks


Description

   Registration/
Application
Number
   Registration/
Application
Date

Vringo

   78917479    June 27, 2006

Show Me Your Vringo Vringo (US)

   77185488    May 20, 2007

Vringo Logo Show Me Your Vringo (European Union)

   5951851    April 17, 2008

Vringo Logo Show Me Your Vringo (India)

   1623116    November 21, 2007

Vringo Logo Show Me Your Vringo (India)

   1623117    November 21, 2007


EXHIBIT D

Mask Works


Description

   Registration/
Application
Number
   Registration/
Application
Date

None.