Intellectual Property Security Agreement between St. Bernard Software, Inc.



 Exhibit 10.5 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This Intellectual Property Security Agreement (this
“IP Agreement”) is made as of the 25th day of January, 2008 by and between ST. BERNARD SOFTWARE, INC. (“Grantor”), and Silicon Valley Bank (“Bank”). 
 RECITAL 
 Bank will make credit extensions to Grantor as described in Loan and
Security Agreement dated as of May 11, 2007 as amended by that certain First Amendment to Loan and Security Agreement dated as of July 9, 2007, that certain Second Amendment to Loan and Security Agreement dated as of August 13, 2007
and that certain Third Amendment to Loan and Security Agreement dated as of the date hereof (as further amended, restated, or otherwise modified, the “Loan Agreement”), but only if Grantor grants Bank a security interest in its Copyrights,
Trademarks, Patents, and Mask Works. Defined terms used but not defined herein shall have the same meanings as in the Loan Agreement. 
 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 Grantor’s Obligations under
the Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as follows: 
 1. Grant of Security Interest. As
collateral security for the prompt and complete payment and performance of all of Grantor’s present or future Indebtedness, obligations and liabilities to Bank, Grantor hereby grants a security interest in all of Grantor’s right, title and
interest in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following: 
 (a) Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached
hereto (collectively, the “Copyrights”); 
 (b) Any and all trade secrets, and any and all intellectual property
rights in computer software and computer software products now or hereafter existing, created, acquired or held; 
 (c) Any
and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held; 
 (d) 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”); 
 (e) Any 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”); 
 (f) All mask
works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”); 







 (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 intellectual property rights identified above; 
 (h) All licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works 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, Patents, or Mask Works; 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. 
 2. Authorization and Request. Grantor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this IP Agreement. 
 3. Covenants and Warranties. Grantor represents, warrants, covenants and agrees as follows: 
 (a) Grantor is now the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor in the
ordinary course of business; 
 (b) Performance of this IP Agreement does not conflict with or result in a breach of any other
agreement covering the Intellectual Property Collateral to which Grantor is bound, except to the extent that such other intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor’s or
other party’s consent; 
 (c) During the term of this IP Agreement, Grantor will not transfer or otherwise encumber any
interest in the Intellectual Property Collateral, except for Permitted Liens; 
 (d) Each of the Patents is valid and
enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and, to Grantor’s knowledge, no claim has been made that any part of the Intellectual Property Collateral violates
the rights of any third party; 
 (e) Grantor shall promptly advise Bank of any material adverse change in the composition of
the Intellectual Property Collateral, including but not limited to any subsequent ownership right of the Grantor in or to any Trademark, Patent, Copyright, or Mask Work specified in this IP Agreement; 
 (f) Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask
Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights, and Mask Works and promptly advise Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights,
or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld, unless Grantor determines that reasonable business practices suggest that abandonment is appropriate;

 (g) Grantor shall not register any Copyrights or Mask Works with the United States Copyright Office unless it: (i) has
given at least fifteen (15) days’ prior notice to Bank of its intent to register such Copyrights or Mask Works and has provided Bank with a copy of the application it intends to file with the United States Copyright Office (excluding
exhibits thereto); (ii) executes a security agreement or such other documents as Bank may reasonably request in order to maintain the perfection and priority of Bank’s security interest in the Copyrights proposed to be registered with the
United States Copyright 

  

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Office; and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s)
with the United States Copyright Office. Grantor shall promptly provide to Bank a copy of the Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for
Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask Works. Grantor shall provide written notice to Bank of any application filed by Grantor in the United States Patent Trademark Office for a patent or to
register a trademark or service mark within thirty (30) days of any such filing; 
 (h) This IP Agreement creates, and in
the case of after acquired Intellectual Property Collateral, this IP Agreement will create at the time Grantor first has rights in such after acquired Intellectual Property Collateral, in favor of Bank a valid and perfected first priority security
interest in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the Loan Agreement upon making the filings referred to in clause (i) below; 
 (i) To its knowledge (except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and
Trademarks and the Register of Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunder, and except as has been already made or obtained) no authorization, approval or other action by,
and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (i) for the grant by Grantor of the security interest granted hereby or for the execution, delivery or performance of this IP Agreement
by Grantor in the U.S. or (ii) for the perfection in the United States or the exercise by Bank of its rights and remedies thereunder; 
 (j) All information heretofore, herein or hereafter supplied to Bank by or on behalf of Grantor with respect to the Intellectual Property Collateral is accurate and complete in all material respects; 
 (k) Grantor shall not enter into any agreement that would materially impair or conflict with Grantor’s obligations hereunder without
Bank’s prior written consent, which consent shall not be unreasonably withheld. Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of
a security interest in Grantor’s rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that
could in effect prohibit the creation of a security interest in such contracts; and 
 (l) Upon any executive officer of
Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any Intellectual Property Collateral, the ability of Grantor to dispose of any Intellectual Property
Collateral or the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral. 
 4. Bank’s Rights. Bank shall have the right, but not the obligation, to take, at Grantor’s sole expense, any actions that Grantor is required to take under this IP Agreement but which Grantor fails to
take. Grantor shall reimburse and indemnify Bank for all costs and reasonable expenses incurred in the exercise of its rights under this section 4. 
 5. Inspection Rights. Grantor hereby grants to Bank and its employees, representatives and agents the right to visit, during reasonable hours upon prior reasonable notice to Grantor, any of Grantor’s plants and facilities that
manufacture, install or store products (or that have done so during the prior six-month period) that are sold utilizing any of the Intellectual Property Collateral, and to inspect the products and quality control records relating thereto upon
reasonable written notice to Grantor and as often as may be reasonably requested; provided, however, nothing herein shall entitle Bank access to Grantor’s trade secrets and other proprietary information. 
  

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 6. Further Assurances; Attorney in Fact. 
 (a) On a continuing basis, Grantor will, subject to any prior licenses, encumbrances and restrictions and prospective licenses, make,
execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the
United States Patent and Trademarks Office and the Register of Copyrights, and take all such action as may reasonably be deemed necessary or advisable, or as requested by Bank, to perfect Bank’s security interest in all Copyrights, Patents,
Trademarks, and Mask Works and otherwise to carry out the intent and purposes of this IP Agreement, or for assuring and confirming to Bank the grant or perfection of a security interest in all Intellectual Property Collateral. 
 (b) Grantor hereby irrevocably appoints Bank as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantor and
in the name of Grantor, Bank or otherwise, from time to time in Bank’s discretion, upon Grantor’s failure or inability to do so, to take any action and to execute any instrument which Bank may deem necessary or advisable to accomplish the
purposes of this IP Agreement, including: 
 (i) To modify, in its sole discretion, this IP Agreement without first obtaining
Grantor’s approval of or signature to such modification by amending Exhibit A, Exhibit B, Exhibit C, and Exhibit D hereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents, Trademarks or Mask Works
acquired by Grantor after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents, Trademarks, or Mask Works in which Grantor no longer has or claims any right, title or interest; and 
 (ii) To file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the
Intellectual Property Collateral without the signature of Grantor where permitted by law. 
 7. Events of Default. The occurrence of
any of the following shall constitute an Event of Default under this IP Agreement: 
 (a) An Event of Default occurs under the
Loan Agreement; or 
 (b) Grantor breaches any warranty or agreement made by Grantor in this IP Agreement. 
 8. Remedies. Upon the occurrence and continuance of an Event of Default, Bank shall have the right to exercise all the remedies of a secured party
under the California Uniform Commercial Code, including without limitation the right to require Grantor to assemble the Intellectual Property Collateral and any tangible property in which Bank has a security interest and to make it available to Bank
at a place designated by Bank. Bank shall have a nonexclusive, royalty free license to use the Copyrights, Patents, Trademarks, and Mask Works to the extent reasonably necessary to permit Bank to exercise its rights and remedies upon the occurrence
of an Event of Default. Grantor will pay any expenses (including reasonable attorney’s fees) incurred by Bank in connection with the exercise of any of Bank’s rights hereunder, including without limitation any expense incurred in disposing
of the Intellectual Property Collateral. All of Bank’s rights and remedies with respect to the Intellectual Property Collateral shall be cumulative. 
 9. Indemnity. Grantor agrees to defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any
other party in connection with the transactions contemplated by this IP Agreement, and (b) all losses or expenses in any way suffered, incurred, or paid by Bank as a result of or in any way arising out of, following or consequential to
transactions between Bank and Grantor, whether under this IP Agreement or otherwise (including without limitation, reasonable attorneys fees and reasonable expenses), except for losses arising from or out of Bank’s gross negligence or willful
misconduct. 
  

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 10. Reassignment. At such time as Grantor shall completely satisfy all of the obligations secured
hereunder, Bank shall execute and deliver to Grantor all deed, assignments, and other instruments as may be necessary or proper to reinvest in Grantor full title to the property assigned hereunder, subject to any disposition thereof which may have
been made by Bank pursuant hereto. 
 11. Course of Dealing. No course of dealing, any failure to exercise, or any delay in exercising
any right, power or privilege hereunder shall operate as a waiver thereof. 
 12. Attorneys’ Fees. If any action relating to this
IP 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. 
 13. Amendments. This IP Agreement may be amended only by a written instrument signed by both parties hereto. 
 14. Counterparts. This IP Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument. 
 15. Law and Jurisdiction. This IP Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard for choice of law provisions. Grantor and Bank consent to the nonexclusive jurisdiction of any state or federal court located in California. 
 16. Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises with respect to its
own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this IP Agreement except that the disclosure of this information may be made (i) to the
affiliates of the Bank, (ii) to prospective transferee or purchasers of an interest in the obligations secured hereby, (iii) as required by law, regulation, rule or order, subpoena judicial order or similar order and (iv) as may be
required in connection with the examination, audit or similar investigation of Bank. 
 IN WITNESS WHEREOF, the parties hereto have executed
this IP Agreement on the day and year first above written. 
  

									
	Address of Grantor:	 		 	GRANTOR:
			
	15015 Avenue of Science
San Diego, CA 92128	 		 	ST. BERNARD SOFTWARE, INC.
					
		 		 		 	By:	 	/s/ Vince Rossi
					
		 		 		 	Name:	 	Vincent A. Rossi
					
		 		 		 	Title:	 	CEO

  

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 Exhibit “A” attached to that certain Intellectual Property Security Agreement dated January __, 2008.

 EXHIBIT “A” 
 COPYRIGHTS 
 EXHIBIT A - ISSUED COPYRIGHTS 
  

					
	 COPYRIGHT
 DESCRIPTION
	  	REGISTRATION
NUMBER	  	DATE OF
ISSUANCE
	 None
	  		  	

 EXHIBIT B - PENDING COPYRIGHT APPLICATIONS 
  

									
	 COPYRIGHT DESCRIPTION
	  	APPLICATION NUMBER	  	DATE OF
FILING	  	CREATION	  	FIRST DATE OF PUBLIC
DISTRIBUTION
					
	None	  		  		  		  	

  

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 Exhibit “B” attached to that certain Intellectual Property Security Agreement dated January __, 2008.

 EXHIBIT “B” 
 PATENTS

  

											
	 PATENT DESCRIPTION
	  	DOCKET NO.	  	COUNTRY	  	SERIAL NO.	  	FILING DATE	  	STATUS
	 None
	  		  		  		  		  	

  

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 Exhibit “C” attached to that certain Intellectual Property Security Agreement dated January __, 2008.

 EXHIBIT “C” 
 TRADEMARKS 
  

									
	 	  	 TRADEMARK DESCRIPTION
	  	 COUNTRY
	  	SERIAL NO./
REG. NO	  	 STATUS

	1.	  	EPRISM	  	U.S.	  	Ser. 78298124	  	Live-Registered on Principal Register on 6/7/2005
	2.	  	SYSTEM ACTIVITY MANAGER	  	U.S.	  	Ser. 75525443	  	Live-Registered on Supplemental Register on 8/1/2000
	3.	  	IPRISM	  	U.S.	  	Ser. 75823687	  	 Live-Registered on Principal Register on 9/11/2001
 Assignment recorded to St. Bernard

	4.	  	ST. BERNARD	  	U.S.	  	Ser. 78/613,844	  	 Live-Pending registration on Principal Register
 Filing date: 4/21/2005

	5.	  	LIVEPRISM	  	U.S.	  	Ser. 77/084,182	  	Intent to use filed on January 16, 2007
	6.	  	SECURITYEXPERT	  	U.S.	  	Ser. 78432280	  	
	7.	  	UPDATEEXPERT	  	U.S.	  	Ser. 76242914	  	
	8.	  	OPEN FILE MANAGER	  	U.S.	  	Ser. 75270628	  	

  

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 Exhibit “D” attached to that certain Intellectual Property Security Agreement dated January __, 2008.

 EXHIBIT “D” 
 MASK
WORKS 
  

									
	 MASK WORK DESCRIPTION
	  	COUNTRY	  	SERIAL NO.	  	REG. NO	  	STATUS
	 None
	  		  		  		  	

  

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