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AMENDED AND RESTATED INTELLECTUAL
PROPERTY SECURITY AGREEMENT
This Amended
and Restated Intellectual Property Security Agreement (this
“Agreement”) is entered into as of the Effective Date
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 the
Effective Date (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. This Agreement amends
and restates that certain Intellectual Property Security Agreement
of Grantor dated as of September 15, 2005.
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 pay
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