Form 9-21

Intellectual Property Security Agreement[Short Form]

Basic Information

Date:

Borrower:

Borrower’s Mailing Address:

Secured Party:

Secured Party’s Mailing Address:

Loan Agreement:

Security Agreement:

WHEREAS, under the terms of the Security Agreement, Borrower has granted to Secured Party a security interest in, among other property, certain intellectual property of Bor­rower and has agreed to execute and deliver this Intellectual Property (IP) Security Agreement for recording with the United States Patent and Trademark Office and the United States Copy­right Office;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

A.Grant of Security.      Borrower hereby pledges and grants to Secured Party a security interest in and to all of the right, title, and interest of Borrower in, to, and under the following (“IP Collateral”):

A.1.the patents and patent applications set forth in the attached Schedule A, and all reissues, divisions, continuations, continuations-in-part, renewals, extensions, and reexamina­tions thereof and amendments thereto (the “Patents”);

A.2.the trademark registrations and applications set forth in the attached Schedule B, together with the goodwill connected with the use thereof and symbolized thereby, and all extensions and renewals thereof (the “Trademarks”), excluding only United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant, attachment, or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such applications;

A.3.the copyright registrations and applications of Borrower set forth in the attached Schedule C, and all extensions and renewals thereof (the “Copyrights”);

A.4.all rights of any kind whatsoever of Borrower accruing under any of the forego­ing provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world;

A.5.all royalties, fees, income, payments, and other proceeds now or hereafter due or payable for all of the foregoing; and

A.6.all claims and causes of action for any of the foregoing, whether occurring before, on, or after the date of this IP Security Agreement, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right, but not obligation, to sue for such legal and equitable relief and to collect, or other­wise recover, any such damages.

B. Recordation.      Borrower authorizes the Commissioner for Patents, the Commissioner for Trademarks, and the Register of Copyrights to record and register this IP Security Agree­ment upon request by Secured Party.

C.Loan Documents.      This IP Security Agreement has been entered into pursuant to and in conjunction with the Security Agreement, which is hereby incorporated by reference. The provisions of the Security Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of Secured Party with respect to the IP Collateral are as provided by the Loan Agreement, the Security Agreement, and related docu­ments, and nothing in this IP Security Agreement shall be deemed to limit those rights and remedies.

   
[Name of borrower]

   
[Name of secured party]

Schedule A Patents

Schedule B Trademarks

Schedule CCopyrights