EXHIBIT 10.7
INTELLECTUAL PROPERTY SECURITY
AGREEMENT
This I NTELLECTUAL P ROPERTY S ECURITY A GREEMENT is entered into as of May 1, 2009 by and
between S ILICON V ALLEY B ANK (“Bank”) and A
DEPT T ECHNOLOGY , I NC . (“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 May 1, 2009 (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 the Intellectual Property Collateral (as
defined below) 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 all of its copyright rights, copyright applications,
copyright registrations and like protections in each work of
authorship and derivative work, whether published or unpublished,
any patents, patent applications and like protections (including,
without limitation, the items listed on Exhibit A), including
improvements, divisions, continuations, renewals, reissues,
extensions, and continuations-in-part of the same, trademarks,
service marks and, to the extent permitted under applicable law,
any applications therefor, whether registered or not (including,
without limitation, the items listed on Exhibit B), and the
goodwill of the business of Borrower connected with and symbolized
thereby, know-how, operating manuals, trade secret rights, rights
to unpatented inventions, and any claims for damage by way of any
past, present, or future infringement of any of the foregoing,
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 s
