Exhibit 10.25


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
Intellectual Property Security Agreement is entered into as of June 16,
2005 by and between SILICON VALLEY BANK (“Secured Party”) and VERSANT
CORPORATION (“Grantor”).


 


RECITALS


 


A.                                   Secured Party and
Grantor are entering into that certain Loan and Security Agreement of even date
herewith (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”;
capitalized terms used herein which are not defined, have the meanings set
forth in the Loan Agreement).


 


B.                                     Pursuant to the
terms of the Loan Agreement, Grantor has granted to Secured Party a security interest in all of Grantor’s
right, title and interest, whether presently existing or hereafter acquired,
in, to all Intellectual Property and all other Collateral.


 


NOW,
THEREFORE, as collateral security for the payment and performance when due of
all of the Obligations, Grantor hereby grants, represents, warrants, covenants
and agrees as follows:


 


AGREEMENT


 


1.                                       Grant of Security
Interest.  To secure all of the
Obligations, Grantor grants and pledges to Secured Party a security interest in
all of Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (all of which shall
collectively be called the “Intellectual Property Collateral”), including
without limitation the following:


 


(a)                                 All of present and
future United States registered copyrights and copyright registrations,
including, without limitation, the registered copyrights, maskworks, software, computer programs and other works of
authorship subject to United States copyright protection listed in Exhibit A-1
to this Agreement (and including all of the exclusive rights afforded a copyright registrant in the United States
under 17 U.S.C. §106 and any exclusive rights which may in the future arise by
act of Congress or otherwise) and all present and future applications for
copyright registrations (including applications for copyright registrations of
derivative works and compilations) (collectively, the “Registered Copyrights”),
and any and all royalties, payments, and other amounts payable to Grantor in
connection with the Registered Copyrights, together with all renewals and
extensions of the Registered Copyrights, the right to recover for all past,
present, and future infringements of the Registered Copyrights, and all
computer programs, computer databases, computer program flow diagrams, source
codes, object codes and all tangible property embodying or incorporating
the Registered Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto.


 


(b)                                All present and future copyrights, maskworks,
software, computer programs and other works of authorship subject to (or
capable of becoming subject to) United States copyright protection which are
not registered in the United States Copyright Office (the “Unregistered
Copyrights”), whether now owned or hereafter acquired, including without
limitation the Unregistered Copyrights listed in Exhibit A-2 to
this Agreement, and any and all


 


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royalties,
payments, and other amounts payable to Grantor in connection with the
Unregistered Copyrights,
together with all renewals and extensions of the Unregistered Copyrights, the
right to recover for all past, present, and future infringements of the
Unregistered Copyrights, and all computer programs, computer databases,
computer program flow diagrams, source codes, object codes and all
tangible property embodying or incorporating the Unregistered Copyrights, and
all other rights of every kind whatsoever accruing thereunder or pertaining
thereto. The Registered Copyrights and
the Unregistered Copyrights collectively are referred to herein as the “Copyrights.”


 


(c)                                 All right, title and
interest in and to any and all present and future license agreements with
respect to the Copyrights.


 


(d)                                All present and future
accounts, accounts receivable, royalties, and other rights to payment arising from, in connection with or relating to the
Copyrights.


 


(e)                                 All patents, patent applications and like
protections including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the
same, including without limitation the patents and patent applications set
forth on Exhibit B attached hereto (collectively, the “Patents”);


 


(f)                                   All trademark and servicemark rights, whether
registered or not, applications to register and registrations of the same and
like protections, and the entire goodwill of the business of Grantor connected
with and symbolized by such trademarks, including without limitation those set
forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


(g)                                Any and all claims for damages by way of past,
present and future infringements of any of the rights included above, with the right, but not the obligation,
to sue for and collect such damages for said use or infringement of the rights
identified above;


 


(h)                                All licenses or other rights to use any of
the Copyrights, Patents or Trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license or rights;


 


(i)                                    All amendments, extensions, renewals and
extensions of any of the Copyrights, Trademarks or Patents; and


 


(j)                                    All proceeds and products of the foregoing,
including without limitation all payments under insurance or any indemnity or warranty payable in respect of any
of the foregoing, and all license royalties and proceeds of infringement suits,
and all rights corresponding to the foregoing throughout the world and all reissues, divisions continuations, renewals,
extensions and continuations-in-part of the foregoing.


 


2.                                       Loan Agreement.  This
security interest is granted in conjunction with the security interest
granted to Secured Party under the Loan Agreement. The rights and remedies of
Secured Party 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 Secured Party as a matter of law or equity. Each right, power and
remedy of Secured Party provided for herein or in the Loan Agreement or any of
the other 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 Secured Party of any one or more of the rights, powers or remedies
provided for in this Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or
in equity, shall not


 


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preclude the simultaneous or
later exercise by any person, including Secured Party, of any or all other
rights, powers or remedies.


 


3.                                       Covenants and Warranties.  Grantor
represents, warrants, covenants and agrees as follows:


 


(a)                                 Grantor has no present maskworks, software,
computer programs and other works of authorship registered with the
United States Copyright Office except as disclosed on Exhibit A-1 hereto.


 


(b)                                Grantor shall undertake
all reasonable measures to cause its employees, agents and independent
contractors to assign to Grantor all rights of authorship to any copyrighted material in which Grantor has or
may subsequently acquire any right or interest.


 


(c)                                 Grantor shall promptly advise Secured Party
of any Trademark, Patent or Copyright not specified in this Agreement, which is
hereafter acquired by Grantor.


 


(d)                                Grantor shall not register any maskworks, software,
computer programs or other works of authorship subject to United States
copyright protection with the United States Copyright Office without first
complying with the following: (i) providing Secured Party with at least 15
days prior written notice thereof, (ii) providing Secured Party with a
copy of the application for any such registration and (iii) executing and
filing such other instruments, and taking such further actions as Secured Party
may reasonably request from time to time to perfect or continue the perfection
of Secured Party’s interest in the Collateral, including without limitation the
filing with the United States Copyright Office, simultaneously with the filing
by Grantor of the application for any such registration, of a copy of this
Agreement or a Supplement hereto in form acceptable to Secured Party
identifying the maskworks, software, computer programs or other works of
authorship being registered and confirming the grant of a security interest
therein in favor of Secured Party.


 


4.                                       General.  If any action relating to this
Agreement is brought by either party hereto against the other party, the
prevailing party shall be entitled to recover reasonable attorneys fees, costs
and disbursements. This Agreement may be amended only by a written instrument signed
by both parties hereto.  To the extent
that any provision of this Agreement conflicts with any provision of the Loan
Agreement, the provision giving Secured Party greater rights or remedies shall
govern, it being understood that the purpose of this Agreement is to add to,
and not detract from, the rights
granted to Secured Party under the Loan Agreement.  This Agreement, the Loan Agreement, and the other Loan Documents comprise the
entire agreement of the parties with respect to the matters addressed in this Agreement. This Agreement shall be
governed by the laws of the State of California, without regard for choice of
law provisions. Grantor and Secured Party consent to the nonexclusive
jurisdiction of any state or federal court located in Santa Clara County, California.


 


5.                                      WAIVER
OF RIGHT TO JURY TRIAL.  SECURED
PARTY AND GRANTOR EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS
AGREEMENT; OR (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN
SECURED PARTY AND GRANTOR; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF SECURED
PARTY OR GRANTOR OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SECURED PARTY OR GRANTOR; IN
EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.


 


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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.


 


	
  Address of Grantor:

  	
  Grantor:

  
	
   

  	
   

  
	
  6539 Dumbarton Circle

  	
  VERSANT CORPORATION

  
	
  Fremont, California 94555

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Jochen Witte

  	
   

  
	
   

  	
  Title: CEO & CFO

  
	
   

  	
  Name: Jochen
  Witte

  
	
   

  	
   

  
	
  Address of Secured Party:

  	
  Secured Party:

  
	
   

  	
   

  
	
  3003 Tasman Drive

  	
  SILICON VALLEY BANK

  
	
  Santa Clara, California
  95054

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Brett Maver

  	
   

  
	
   

  	
  Title:

  	
     VP

  	
   

  
	
   

  	
   

  
					



 


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EXHIBIT A-1


 


REGISTERED COPYRIGHTS


(including copyrights that are the subject of
an application for registration)


 


	
   

  	
   

  	
  Registration/

  	
   

  	
  Registration/

  	
   

  
	
   

  	
   

  	
  Application

  	
   

  	
  Application

  	
   

  
	
  Description

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


No Registered Copyrights -
all unregistered


 

















 


EXHIBIT A-2


 


UNREGISTERED COPYRIGHTS


 


All Versant Software is unregistered but
copyrighted.


 

















 


EXHIBIT B


 


PATENTS


 


	
   

  	
   

  	
  Registration/

  	
   

  	
  Registration/

  	
   

  
	
   

  	
   

  	
  Application

  	
   

  	
  Application

  	
   

  
	
  Description

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CACHE
  SYSTEM

  	
   

  	
  5,822,759

  	
   

  	
  October 13,
  1998

  	
   

  



 

















 


EXHIBIT C


 


TRADEMARKS


 


	
   

  	
   

  	
   

  	
   

  	
  Registration/

  	
   

  	
  Registration/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Application

  	
   

  	
  Application

  	
   

  
	
  Description

  	
   

  	
   

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Australia

  	
   

  	
  773,625

  	
   

  	
  9/18/1998

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Benelux

  	
   

  	
  556,630

  	
   

  	
  7/1/1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Canada

  	
   

  	
  TMA391,323

  	
   

  	
  12/6/1991

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Canada

  	
   

  	
  TMA633,960

  	
   

  	
  3/1/2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  France

  	
   

  	
  1,602,100

  	
   

  	
  7/12/1990

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Germany

  	
   

  	
  1,182,124

  	
   

  	
  11/8/1991

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Hong Kong

  	
   

  	
  7,812/2000

  	
   

  	
  7/11/1998

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  India (Pending)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Israel

  	
   

  	
  94,491

  	
   

  	
  8/5/1996

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Italy

  	
   

  	
  604,988

  	
   

  	
  10/18/1993

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Japan

  	
   

  	
  2,574,694

  	
   

  	
  9/30/1993

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Mexico

  	
   

  	
  495,326

  	
   

  	
  6/23/1995

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  Singapore

  	
   

  	
  5,635/94

  	
   

  	
  7/6/1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  South Korea

  	
   

  	
  326,744

  	
   

  	
  11/20/1995

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  United Kingdom

  	
   

  	
  1,431,680

  	
   

  	
  7/12/1990

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VERSANT

  	
   

  	
  United States

  	
   

  	
  1,649,354

  	
   

  	
  7/2/1991

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FASTOBJECTS

  	
   

  	
  European Union

  	
   

  	
   

  	
   

  	
  10/31/2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FASTOBJECTS

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
  10/26/2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FASTOBJECTS

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  	
  12/06/2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FASTOBJECTS

  	
   

  	
  United States

  	
   

  	
   

  	
   

  	
  3/10/1999