INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.2
EXECUTION VERSION
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of March 11, 2013 by and among HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (“Lender”) and OCZ TECHNOLOGY GROUP, INC., a Delaware corporation (“Grantor”).
RECITALS
A. Lender has agreed to make certain advances of money and to extend certain financial accommodation (the “Loans”) to Grantor in the amounts and manner set forth in that certain Loan and Security Agreement by and among Lender and Grantor, and each of Grantor’s domestic subsidiaries, dated as of March 11, 2013 (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).
B. Lender is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Lender a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.
C. Pursuant to the terms of the Loan Agreement, Grantor have granted to 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 and all other agreements now existing or hereafter arising among Grantor and Lender, Grantor hereby represents, warrants, covenants and agrees as follows:
AGREEMENT
To secure its obligations under the Loan Agreement and under any other agreement now existing or hereafter arising among Lender and Grantor, Grantor grant and pledge to Lender a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property (including without limitation those Copyrights, Patents and Trademarks listed on Schedules A, B and C 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.
Notwithstanding anything contained in this agreement to the contrary, the property in which Grantor has granted an pledged a security interest hereunder shall not include: (i) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Lender’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the foregoing exclusions of clause (i) shall in no way be construed to limit, impair, or otherwise affect Lender’s continuing security interests in and liens upon any rights or interests of Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit,
license or license agreement); or (ii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be within the security interest granted hereunder.
This security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender 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 Lender as a matter of law or equity. Each right, power and remedy of Lender 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 Lender 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 Lender, of any or all other rights, powers or remedies.
Grantor represents and warrants that Exhibits A, B, and C attached hereto set forth any and all intellectual property rights in connection to which Grantor has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright Office, as applicable.
(Signatures to Follow)
IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed by their respective officers thereunto duly authorized as of the first date written above.
| Address of Grantor:
6373 San Ignacio Avenue San Jose, CA 95119 | GRANTOR:
OCZ TECHNOLOGY GROUP, INC. | |||||
| By: | ||||||
| Title: | ||||||
|
Address of Lender:
400 Hamilton Avenue, Suite 310 Palo Alto, CA 94301 Attn: Loan Documentation |
LENDER:
HERCULES TECHNOLOGY GROWTH CAPITAL, INC. | |||||
| By: | ||||||
| Title: | ||||||
EXHIBIT A
Copyrights
NONE.
EXHIBIT B
Patents
PATENTS ISSUED—United States
| Patent No. | Title | |
| 6035384 | Solid state disk drive address generator with multiplier circuit | |
| 6374389 | Method for correcting single bit hard errors | |
| 7,155,633 | Exchange server method and system | |
| 7464156 | Load balancing method for exchanging data between multiple hosts and storage entities in IP Based Storage Area Network | |
| 7460672 | Method for Securing Data Storage in a Storage Area Network | |
| 7584341 | Method for Defragmenting of virtual volumes in a storage area network (SAN) | |
| 7,301,846 | Method and Apparatus for Increasing Computer Memory Performance | |
| 7,310,240 | Method for Increasing Stability of System Memory through Enhanced Quality of Supply Power | |
| 7,433,994 | On-Device Data Compression to Increase Speed of Flash Memory-Based Mass StorgeDevices | |
| 7,542,305 | Memory Module Having On-Package or On-Module Termination | |
| 7,738,252 | Method and Apparatus for Improved Thermal Management of Computer Memory Modules | |
| 7,876,564 | Method and Apparatus for Cooling Computer Memory | |
| 7,983,860 | Method and System for Monitoring Power Consumpiton of a Computer Component | |
| 8,083,536 | Connector Assembly and Method for SATA Drives | |
| 8,145,977 | Methods and Apparatus for Providing Error Correction to Unwritten Pages and for Identifying Unwritten Pages in Flash Memory | |
| 8,164,935 | Memory Modules and Methods for Modifying Memory Subsystem Performance | |
| 8,312,444 | Method for Optimizing Memory Modules for User-Specific Environments | |
| 8,310,836 | Mass Storage Device for a Computer System and Method Therefor | |
| 8,331,123 | High Performance Solid-State Drives and Methods Therefore | |
| 8,335,099 | Optical Memory Device and Method Therefor | |
| 8,370,720 | Mass Storage Device and Method for Offline Background Scrubbing of Solid-State Memory Devices | |
| 8,375,162 | Method and Apparatus for Reducing Write Cycles in NAND-Based Flash Memory Devices | |
| 8,151,030 | Method of increasing DDR memory bandwidth in DDR SDRAM modules |
PENDING PATENTS—United States
| Application # | Title | |
| 13/153694 | Read Cache Device and Methods Thereof for Accelerating Access to Data in a Storage Network | |
| 13/666,305 | Methods and Apparatus for Providing Hypervisor-Level Acceleration and Virtualization Services | |
| 12/179,715 | Method for Optimizing Memory Modules for a User Specific Environments | |
| 12/496,685 | On-Device Data Compression for Non-Volatile Memory-Based Mass Storage Devices | |
| 12/632,176 | Memory Modules and Methods for Modifying | |
| 12/713,349 | Modular Mass Storage System and Method Therefor | |
| 12/783,978 | Mass Storage Device for a Computer System and Method Therefor | |
| 12/793,023 | Method and Apparatus for Reducing Write Cycles in NAND-Based Flash Memory Devices | |
| 12/815,661 | Hierarchically Structured Mass Storage Device and Method | |
| 12/835,817 | Method and Apparatus to Increasing File Copy Performance on Solid State Mass Storage Devices | |
| 12/810,984 | Read Enable Signal Adjusting Flash Memory Device and Read Control Method of Flash Memory Device | |
| 12/811,001 | Flash Memory Device and Flash Memory Programming Method Equalizing Wear-Level | |
| 12/859,339 | Optical Memory Device and Method Therefor | |
| 12/859,557 | Methods, Systems and Devices for Increasing Data Retention on Solid-State Mass Storage Devices | |
| 12/859,595 | Mass Storage Device and Method for Offline Background Scrubbing of Solid-State Memory Devices | |
| 12/862,176 | NAND Flash-Based Storage Device With Built-In Test-Ahead for Failure Anticipation | |
| 12,872,114 | Connector Assembly and Method for SATA Drives | |
| 12/876,937 | Large Capacity Solid-StAtE Storage Devices and Methods Therefor | |
| 12/886,771 | High Performance Solid State Drves and Methods Therefor | |
| 12/886,796 | Central Processing Unit and Method for Workload Dependent Optimization Thereof | |
| 12/900,596 | Computer System and Processing Method of Utilizing Graphics Processing Unit with ECC and Non-ECC Memory Switching Capability | |
| 12/903,260 | Modular Mass Storage Devices and Methods of Using | |
| 12/917,641 | Mass Storage Device and Method of Accessing Memory Devices Thereof | |
| 12/943,192 | Mass Storage Device with Solid-State Memory Components Capable of Increased Endurance | |
| 12/945,100 | Method for Restoring and Maintaining Solid-State Drive Performance | |
| 12/960,626 | RAID Storage Systems Having Arrays of Solid-State Drives and Methods of Operation | |
| 12/986,564 | Solid State Mass Storage Devce and Method for Failure Anticipation | |
| 13/027,597 | Computer System with Backup Function and Method Therefor | |
| 13/032,805 | Methods and Systems Utilizing Nonvolatile Memory in a Computer System Main Memory | |
| 13/088,450 | Flash Memory Device and Method of Operation | |
| 13/103,270 | Self-Trimming NAND Flash-Based Solid State Drive | |
| 13/115,716 | Solid State Drive with Low Write Amplification | |
| 13/128,981 | Controller for Solid State Disk WhichControlsAccess to Memory Bank | |
| 13/142,605 | Memory Controller and Memory Mangement Method | |
| 13/146,427 | Controller for Solid State Disk, WhichControls Simultaneous Switching of Pads | |
| 13/147,403 | Memory Device, Memory Management Device, and Memory Management Method | |
| 13/148,115 | Prgramming Method and Device for Abuffer Cache in a Solid-State Disk System | |
| 13/159,557 | Apparatus for Optimizing Supply Power of a Comupter Component and Methods Therefor | |
| 13/177,839 | Method for Flexible ECC Configuration of a Memory Space | |
| 13/181,589 | Large Capacity Solid-State Storage Device and Methods Therefor | |
| 13/185,689 | Solid-State Memory Based Storage Device with Low Error Rate | |
| 13/201,362 | Storage system using high speed storage device as cache | |
| 13/205,300 | PCIe Bus Extension System, Method and Interfaces Therefor | |
| 13/211,760 | Mass Storage System and Method Using Hard Disk and Solid-State Media | |
| 13/251,491 | Non-Volatile Memory-Based Mass Storage Device and Methods for Writing Data Thereto | |
| 13/257,185 | Apparatus and Method for Managing a Dram Buffer |
| 13/257,458 | SSD Controller, and Method for Operating an SSD Controller | |
| 13/264,275 | Cache and Disk Management Method, and a Controller Using the Method | |
| 13/280,597 | Page-Buffer Management of Non-Volatile Memory-Based Mass Storage Devices | |
| 13/311,723 | Mass Storage Systems and Methods Using Solid-State Storage Media | |
| 13/337,482 | Methods, Storage Devices, and Sytems for Promoting the Endurance of Non-Volatile Solid-State Memory Components | |
| 13/339,413 | Mounting Structure and Method for Dissipating Heat from a Computer Expansion Card | |
| 13/368,878 | Solid State Memory-Based Storage Device Using Optical Input/Output Links | |
| 13/551,914 | Power Supply for a Computer System Having Customizeable Cable Extensions | |
| 13/558,830 | Non-Volatile Solid State Memory-Based Mass Storage Device and Methods Thereof | |
| 13/586,979 | Mass Storage Device for a Computer System and Method Therefor | |
| 13/669,727 | Integrated Storage/Processing Devices, Systems and Methods for Performing Big Data Analytics | |
| 13/689,727 | Integrated Storage/Processing Devices, Systems and Methods for Performing Big Data Analytics | |
| 13/677,900 | Solid State Mass Storage Device and Methods of Operation | |
| 13/678,192 | NAND Flash Based Storage Device and Methods of Using | |
| 13/758,346 | Apparatus, Methods and Architecture to Increase Write Performance and Endurance of Non-Volatile Solid State Memory Components | |
| 13/405,350 | System And Method For Increasing DDR Memory Bandwidth In DDR SDRAM Modules | |
| 12/810,984 | READ ENABLE SIGNAL ADJUSTING FLASH MEMORY DEVICE AND READ CONTROL METHOD OF FLASH MEMORY DEVICE | |
| 12/811,001 | FLASH MEMORY DEVICE AND FLASH MEMORY PROGRAMMING METHOD EQUALIZING WEAR-LEVEL | |
| 13/058,314 | DEVICE AND METHOD OF CONTROLLING FLASH MEMORY | |
| 13/128,981 | CONTROLLER FOR SOLID STATE DISK WHICH CONTROLS ACCESS TO MEMORY BANK | |
| 13/142,605 | MEMORY CONTROLLER AND MEMORY MANAGEMENT METHOD | |
| 13/146,427 | CONTROLLER FOR SOLID STATE DISK, WHICH CONTROLS SIMULTANEOUS SWITCHING OF PADS | |
| 13/201,362 | STORAGE SYSTEM USING A RAPID STORAGE DEVICE AS A CACHE | |
| 13/148,115 | PROGRAMMING METHOD AND DEVICE FOR A BUFFER CACHE IN A SOLID-STATE DISK SYSTEM | |
| 13/147,403 | MEMORY DEVICE, MEMORY MANAGEMENT DEVICE, AND MEMORY MANAGEMENT METHOD | |
| 13/257,185 | APPRATUS AND METHOD FOR MANAGING A DRAM BUFFER | |
| 13/257,458 | SSD CONTROLLER, AND METHOD FOR OPERATING AN SSD CONTROLLER | |
| 13/264,275 | CACHE AND DISK MANAGEMENT METHOD, AND A CONTROLLER USING THE METHOD | |
| 13/519,724 | CONTROLLER FOR DETECTING AND CORRECTING AN ERROR WITHOUT A BUFFER, AND METHOD FOR OPERATING SAME |
EXHIBIT C
Trademarks
OCZ Technology Group, Inc.
United States Trademarks
| Entry | Mark | Registration No. | Registration Date | |||
| 1. | SUPERSCALE | 4,119,820 | 3/27/2012 | |||
| 2. | INTREPID | 4,105,681 | 2/28/2012 | |||
| 3. | DENEVA | 4,099,159 | 2/14/2012 | |||
| 4. | SILENCER | 3,352,055 | 12/11/2007 | |||
| 5. | PC POWER AND COOLING | 3,859,399 | 10/12/2010 | |||
| 6. | HYPERSONIC | 3,417,286 | 4/29/2008 | |||
| 7. | OCZ | 2,810,218 | 2/3/2004 | |||
| 8. |  | 1,778,764 | 6/29/1993 | |||
| 9. |  | 1,755,030 | 3/2/1993 | |||
| 10. | VELODRIVE | 4,099,161 | 2/14/2012 | |||
| 11. | TALOS | 4,099,160 | 2/14/2012 | |||
| 12. |  | 4249091 | 11/27/2012 | |||
| 13. | INDILINX INFUSED | 4249090 | 11/27/2012 | |||
| 14. |  | 4150238 | 5/29/2012 |
| Entry | Mark | Registration No. | Registration Date | |||
| 15. |  | 4150140 | 5/29/2012 | |||
| 16. | INDILINX | 4201127 | 9/4/2012 | |||
| 17. |  | 4201238 | 9/4/2012 | |||
| 18. |  | 4139254 | 5/21/2012 | |||
| 19. |  | 4139249 | 5/8/2012 |
| V. | United States Trademark Applications |
| Entry | Mark | Application No. | Filing Date | |||
| 1. | VERITESSE | 85/457,269 | 10/26/2011 | |||
| 2. | DATAWARD | 85/346,413 | 6/15/2011 | |||
| 3. | DATASCRIBE | 85/346,409 | 6/15/2011 |
