INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.8
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of March 30, 2004, by and between SILICON VALLEY BANK (Bank) and NETLOGIC MICROSYSTEMS, 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 the Amended and Restated Loan and Security Agreement by and between Bank and Grantor, dated March 30, 2004 (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), and the AR Financing Loan Agreement by and between Bank and Grantor, dated March 30, 2004 (as the same may be amended, modified or supplemented from time to time, the Formula Revolver 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, the other Loan Documents and the Formula Revolver Loan Agreement.
B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantors 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, the other Loan Documents and the Formula Revolver Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantors 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 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.
Upon the earlier of (1) the IPO, and (2) Banks determination that Grantor has had two (2) consecutive fiscal quarters with a net profit, as determined in accordance with GAAP, Banks security interest in the Intellectual Property Collateral shall terminate and Bank shall take all actions reasonably required to give effect to, and evidence of, the release of the Intellectual Property from the Collateral. The foregoing notwithstanding, the Collateral shall include at all times all accounts and general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the Rights to Payment). Moreover, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically and at all times include the Intellectual Property to the extent necessary to permit perfection of Banks security interest in the Rights to Payment.
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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.
GRANTOR: | ||||||||||
Address of Grantor: | NETLOGIC MICROSYSTEMS, INC. | |||||||||
450 National Avenue Mountain View, CA 94043 | By: | /s/ Ronald S. Jankov | ||||||||
Title: | President and CEO | |||||||||
Attn: | Don Witmer | |||||||||
BANK: | ||||||||||
Address of Bank: | SILICON VALLEY BANK | |||||||||
3003 Tasman Drive Santa Clara, CA 95054-1191 | By: | Teresa Li | ||||||||
Title: | Vice President | |||||||||
Attn: Loan Services |
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EXHIBIT A
Copyrights
Description | Registration/ Application Number | Registration/ Application Date | ||
NONE REGISTERED |
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***** CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B
NetLogic Microsystems, inc. Confidential
22 Mar-04
Title | Filing Date | Application No. | Status | Issue Date | ||||
Synchronous Content Addressable Memory with Single Cycle Operation | 30-Oct-97 | 08/967,314 | Patent No. 6,199,140 | 06-Mar-01 | ||||
Method and Apparatus for Cascading Content Addressable Memory Devices | 30-Dec-97 | 09/001,110 | Patent No. 6,148,364 | 14-Nov-00 | ||||
Method and Apparatus for Implementing a LEARN Instruction in a Content Addressable Memory Device | 11-May-98 | 09/076,337 | Patent No. 6,219,748 | 17-Apr-01 | ||||
Method and Apparatus for Implementing a LEARN Instruction in a Depth Cascaded Content Addressable Memory System | 11-May-98 | 09/076,336 | Patent No. 6,240,485 | 29-May-01 | ||||
Method and Apparatus for Performing a Read Next Highest Priority Match Instruction in a Content Addressable Memory Device | 06-Jul-98 | 09/111,364 | Patent No. 6,381,673 | 30-Apr-02 | ||||
Ternary Content Addressable Memory With Compare Operand Selected According to Mask Value | 09-Sep-98 | 09/150,517 | Patent No. 6,418,042 | 09-Jul-02 | ||||
Method for Longest Prefix Matching in a Content Addressable Memory | 05-Jan-99 | 09/225,918 | Patent No. 6,237,061 | 22-May-01 | ||||
Match Line Control Circuit for Content Addressable Memory | 05-Jan-99 | 09/225,919 | Patent No. 6,125,049 | 26-Sep-00 | ||||
Method and Apparatus For Simultaneously Performing a Plurality of Compare Operations in Content Addressable Memory Device | 26-Mar-99 | 09/276,885 | Patent No. 6,137,707 | 24-Oct-00 | ||||
Method and Apparatus for Determining a Longest Prefix Match in a Content Addressable Memory Device | 22-Jun-99 | 09/338,452 | Patent No. 6,460,112 | 01-Oct-02 | ||||
Method for Apparatus For Detecting Multiple Matches In A Content Addressable Memory | 12-Jul-99 | 09/351,962 | Patent No. 6,175,513 | 16-Jan-01 | ||||
Method Of Generating an Almost Full Flag and a Full Flag in a Content Addressble Memory | 12-Jul-99 | 09/351,545 | Patent No. 6,393,514 | 21-May-02 | ||||
Method and Apparatus for Selective Match Line Pre-charging in a Content Addressable Memory | 12-Jul-99 | 09/351,541 | Patent No. 6,166,939 | 26-Dec-00 | ||||
Selective Match Line Pre-Charging in a Partitioned Content Addressable Memory Array | 09-Sep-99 | 09/391,989 | Patent No. 6,243,280 | 05-Jun-01 | ||||
Selective Match Line Discharging In A Partitioned Content Addressable Memory Array | 09-Sep-99 | 09/392,972 | Patent No. 6,191,969 | 20-Feb-01 | ||||
[*****] | ||||||||
Row Redundancy For Content Addressable Memory | 18-Oct-99 | 09/420,516 | Patent No. 6,275,426 | 14-Aug-01 | ||||
Method and Apparatus for Determining a Longest Prefix Match in a Segmented Content Addressable Memory Device | 12-Nov-99 | 09/439,834 | Patent No. 6,499,081 | 24-Dec-02 | ||||
Method and Apparatus for Determining an Exact Match in a Ternary Content Addressable Memory Device | 12-Nov-99 | 09/442,042 | Patent No. 6,539,455 | 25-Mar-03 | ||||
Ternary Content Addressable Memory Cell | 12-Nov-99 | 09/439,317 | Patent No. 6,154,384 | 28-Nov-00 | ||||
Method and Apparatus for Determiming the Address of the Highest Priority Matching Entry in a Segmented Content Addressable Memory Device | 06-Dec-99 | 09/455,726 | Patent No. 6,591,331 | 08-Jul-03 | ||||
Match Line Control Circuit for Content Addressable Memory | 21-Dec-99 | 09/471,103 | Patent No. 6,147,891 | 14-Nov-00 | ||||
Method and Apparatus for Preventing Match Line Discharging in a CAM | 12-May-00 | 09/570,746 | Patent No. 6,191,970 | 20-Feb-01 | ||||
Spare Address Decoder | 08-Jun-00 | 09/590,792 | Patent No. 6,229,742 | 08-May-01 | ||||
Method and Apparatus for Partitioning a Content Addressable Memory Device | 08-Jun-00 | 09/590,642 | Patent No. 6,324,087 | 27-Nov-01 | ||||
[*****] |
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Title | Filing Date | Application No. | Status | Issue Date | ||||
Method and Apparatus for Re-Assigning Priority in a Partitioned Content Addressable Memory Device | 08-Jun-00 | 09/590,775 | Patent No. 6,687,785 | 03-Feb-04 | ||||
Row Redundancy in a Content Addressable Memory | 08-Jun-00 | 09/590,779 | Patent No. 6,249,467 | 19-Jun-01 | ||||
Inter-row configurability of Content Addressable Memory | 14-Jun-00 | 09/594,203 | Patent No. 6,252,789 | 26-Jun-01 | ||||
Method and Apparatus For Using an Inter-Row Configurable Content Addressable Memory | 14-Jun-00 | 09/594,199 | Patent No. 6,246,601 | 12-Jun-01 | ||||
[*****] | ||||||||
Method and Apparatus for Accessing a Segment of CAM Cells in an Intra-Row Configurable CAM System | 14-Jun-00 | 09/594,420 | Patent No. 6,243,281 | 05-Jun-01 | ||||
[*****] | ||||||||
Inter-row Configurability of Content Addressable Memory | 14-Jun-00 | 09/594,195 | Patent No. 6,560,670 | 06-May-03 | ||||
Hierarchical Depth Cascading of Content Addressable Memory Devices | 16-Jun-00 | 09/595,850 | Patent No. 6,317,350 | 13-Nov-01 | ||||
Content Addressable Memory Device Having Selective Cascade Logic And Method for Selectively Comining Match Information in a CAM Device | 16-Jun-00 | 09/595,773 | Patent No. 6,493,793 | 10-Dec-02 | ||||
[*****] | ||||||||
Method and Apparatus for Generating a Device Index in a Content Addressable Memory | 08-Dec-00 | 09/733,819 | Patent No. 6,490,650 | 03-Dec-02 | ||||
Synchronous Content Addressable Memory | 06-Feb-01 | 09/778,170 | Patent No. 6,697,911 | 24-Feb-04 | ||||
Selective Look-Ahead Match Line Pre-charging in a Partitioned Content Addressable Memory Array | 20-Mar-01 | 09/813,900 | Patent No. 6,430,074 | 06-Aug-02 | ||||
Multi-chip Module Having Content Addressable Memory | 22-Mar-01 | 09/815,232 | Patent No. 6,521,994 | 18-Feb-03 | ||||
[*****] | ||||||||
Memory Storage Cell Based Array of Counters | 30-Apr-01 | 09/846,513 | Patent No. 6,567,340 | 20-May-03 | ||||
Row Redundancy in a Content Addressable Memory | 18-Jun-01 | 09/866,235 | Patent No. 6,445,628 | 03-Sep-02 | ||||
[*****] | ||||||||
Content Addressable Memory with Configurable Class-Based Storage Partitions | 27-Aug-01 | 09/940,832 | Patent No. 6,542,391 | 01-Apr-03 | ||||
Content Addressable Memory with Error Detection Signalling | 18-Sep-01 | 09/954,827 | Patent No. 6,597,595 | 22-Jul-03 | ||||
[*****] |
***** CONFIDENTIAL TREATMENT REQUESTED
6
Title | Filing Date | Application No. | Status | Issue Date | ||||
[*****] | ||||||||
Method and Apparatus for Performing a Read Next Highest Priority Match Instruction in a Content Addressable Memory Device | 18-Dec-01 | 10/025,661 | Patent No. 6,564,289 | 13-May-03 | ||||
Programmable Delay Circuit Within a Content Addressable Memory | 28-Dec-01 | 10/040,714 | Patent No. 6,650,575 | 18-Nov-03 | ||||
[*****] | ||||||||
Content Addressable Memory Device | 01-Feb-02 | 10/062,307 | Patent No. 6,697,276 | 24-Feb-04 | ||||
[*****] | ||||||||
Content Addressable Memory Having Dynamic Match Resolution | 30-Mar-02 | 10/112,630 | Patent No. 6,661,686 | 09-Dec-03 | ||||
Content Addressable Memory With Selective Error Logging | 12-Apr-02 | 10/121,344 | Patent No. 6,690,595 | 10-Feb-04 | ||||
[*****] | ||||||||
Method and Apparatus for Determining an Exact Match in a Content Addressable Memory Device | 09-May-02 | 10/142,855 | Patent No. 6,574,702 | 03-Jun-03 | ||||
Content Addressable Memory Having Column Redundancy | 10-May-02 | 10/143,051 | Patent No. 6,714,430 | 30-Mar-04 | ||||
[*****] | ||||||||
Content Addressable Memory With Simultaneous Write and Compare Function | 05-Jun-02 | 10/163,263 | Patent No. 6,707,693 | 16-Mar-04 | ||||
[*****] | ||||||||
Entry Relocation In A Content Addressable Memory Device | 19-Nov-02 | 10/300,652 | Patent No. 6,700,809 | 02-Mar-04 | ||||
Timing Execution of Compare Instructions in a Synchronous Content Addressable Memory | 11-Dec-02 | 10/318,251 | Patent No. 6,678,786 | 13-Jan-04 | ||||
[*****] |
***** CONFIDENTIAL TREATMENT REQUESTED
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Content Addressable Memory with Configurable Class-Based Storage Partitions | 11-Feb-03 | 10/364,147 | Patent No. 6,711,049 | 23-Mar-04 | ||||
[*****] | ||||||||
Content Addressable Memory with Error Detection Signalling | 03-Jun-03 | 10/453,276 | Patent No. 6,700,810 | 02-Mar-04 | ||||
[*****] |
***** | CONFIDENTIAL TREATMENT REQUESTED |
8
Title | Filing Date | Application No. | Status | Issue Date | ||||
[*****] |
***** CONFIDENTIAL TREATMENT REQUESTED
9
NetLogic Microsystems, Inc. Confidential
22-Mar-04
Title | PCT | Taiwan | EPO | JPO | ||||||||||||||||||||||||||||
Filing Date | App. No. | Filing Date | Status | Patent No. | Issue Date | Filing Date | Application Number | Status | Patent No. | Issue Date | Filing Date | Application Number | Status | Patent No. | Issue Date | |||||||||||||||||
Synchronous Content Addressable Memory with Single Cycle Operation | 15-Oct-98 | PCT/ US98/22000 | 30-Oct-98 | Issued | NI-160299 | 01-Aug-02 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Method and Apparatus for Cascading Content Addressable Memory Devices | 14-Oct-98 | PCT/ US98/21805 | 30-Oct-98 | Issued | NI-142510 | 01-Oct-01 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Method and Apparatus for Performing a Read Next Highest Priority Match Instruction in a Content Addressable Memory Device | N/A | N/A | 06-Jul-99 | Issued | NI-136967 | 01-Jul-01 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Method and Apparatus for Implementing a LEARN Instruction in a CAM Device | 21-Apr-99 | PCT/ US99/08767 | 28-Apr-99 | Issued | NI-141972 | 01-Oct-01 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Ternary Synchronous Content Addressable Memory with Single Cycle Operation | 14-Oct-98 | PCT/ US98/21853 | 30-Oct-98 | Issued | NI-123270 | 01-Dec-00 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
[*****] | ||||||||||||||||||||||||||||||||
Redundancy Scheme for a Content Addressable Memory Device | N/A | N/A | 17-Oct-00 | Issued | NI-152850 | 01-Apr-02 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Highest Priority Longest Prefix Match in a Segmented CAM | 23-Feb-00 | PCT/ US00/04782 | 22-Feb-00 | Issued | NI-173983 | 21-Mar-03 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
[*****] |
***** | CONFIDENTIAL TREATMENT REQUESTED |
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Attachment to
EXHIBIT C TRADEMARKS
IP Security Agreement
Trademark | Filing Date | Serial No. | Status | Publ Date | Reg Date | Reg No. | ||||||
SyncCAM | 7/9/1996 | 75/131,758 | Registered | 3/4/1997 | 3/17/1998 | 2,145,371 | ||||||
IPCAM | 5/18/1998 | 75/487,281 | Registered | 4/13/1999 | 12/21/1999 | 2,302,875 | ||||||
Enabling the Silicon Backbone for the Internet | 7/6/1999 | 75/743,461 | Registered | 10/24/2000 | 7/17/2001 | 2,470,393 | ||||||
Zero Table Management | 7/14/2000 | 76/089,374 | Registered | 4/9/2002 | 2/3/2004 | 2,810,999 | ||||||
ZTM | 7/14/2000 | 76/089,394 | Registered | 3/12/2002 | 3/6/2004 | 2,714,043 |
EXHIBIT D
Mask Works
Description | Registration/ Application Number | Registration/ Application Date | ||
NONE REGISTERED |
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