exv10w2



 





Exhibit 10.2




PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT




     This Patent, Trademark and Copyright Security Agreement (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Agreement”), dated as of
July 31, 2007, for reference purposes, is made and executed between Iridex Corporation
(“Borrower” or “Debtor”), having its principal place of business and executive
offices located at 1212 Terra Bella Avenue, Mountain View, CA 94043, and Mid-Peninsula Bank, part
of Greater Bay Bank N.A. (“Lender” or “Secured Party”), with its Palo Alto office
located at 420 Cowper Street, Palo Alto, CA 94301, on the following terms and conditions.



Recitals




     A. Pursuant to that certain Business Loan and Security Agreement dated January 16, 2007,
between Borrower and Lender (including all annexes, exhibits, and schedules thereto, and as the
same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan
Agreement”), Lender agreed to and has extended certain financial accommodations to or for the
direct or indirect benefit of Borrower, including pursuant to that certain Export-Import Bank Loan
and Security Agreement dated January 16, 2007, between Borrower and Lender (including all annexes,
exhibits, and schedules thereto, and as the same may be amended, restated, supplemented, or
otherwise modified from time to time, the “Exim Agreement”).



     B. At the time of execution of the Loan Agreement and the Exim Agreement, Borrower agreed not
to create any Security Interests (as defined in the Loan Agreement) in any of Borrower’s
intellectual property in favor of or otherwise for the benefit of any third party, and in reliance
thereon, Lender did not record with the United States Patent and Trademark Office (“USPTO”) or the
US Copyright Office any security agreements or other collateral assignment instruments covering
such property.



     C. Borrower has requested that Lender approve of and permit Borrower’s grant to American
Medical Systems, Inc. a Delaware corporation (“AMS”), and Laserscope, a California corporation
(“Laserscope”), of a security interest in all of Borrower’s properties including its intellectual
property. Lender is willing to approve Borrower’s grant of that security interest subject to,
among other things, Lender, Borrower and AMS/Laserscope agreeing to the terms of a subordination
agreement, and Lender recording with the USPTO and/or the US Copyright Office any security
agreements or other collateral assignment instruments Lender deems advisable.



     D. Pursuant to the Loan Agreement and related agreements, and at Lender’s request, Borrower is
required to execute and deliver to Lender, for the benefit of Lender, this Agreement. Borrower is
willing to enter into this Agreement as required by the Loan Agreement and in further consideration
of Lender agreeing to Borrower’s grant to AMS/Laserscope of the security interest describe above.



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:



     1. Unless otherwise defined herein, capitalized terms, phrases or matters of construction
defined or established in the Loan Agreement and the Exim Agreement, and any related agreements,
shall be applied in this Agreement. All other undefined terms contained in this Agreement, unless
the context indicates otherwise, shall have the meanings provided for by the California Commercial
Code to the extent the same are used or defined there.



     2. Debtor hereby confirms its previous grant to Secured Party under the Loan Agreement and the
Exim Agreement, and any related agreements, of the Security Interest in all of Debtor’s property
and other assets of every kind and nature, and does hereby grant to Secured Party, a continuing
first-priority security interest on all of Debtor’s right, title, and interest in, to and under the
property described in Schedule I, whether presently existing or hereafter created or acquired
(collectively, the “Intellectual Property Collateral”).



 









 





     3. The security interest granted pursuant to this Agreement is granted in conjunction with the
Security Interests granted to Secured Party, for the benefit of Secured Party, pursuant to the Loan
Agreement and the Exim Agreement, and any related agreements. Debtor hereby acknowledges and
affirms that the rights and remedies of Secured Party with respect to the Security Interests in the
Intellectual Property Collateral granted under this Agreement are more fully set forth in the Loan
Agreement, the Exim Agreement, and any related agreements, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.



     4. This Agreement is not intended to amend, replace or supersede in any manner the Security
Interests granted by Debtor to Secured Party pursuant to the Loan Agreement and the Exim Agreement
If any voluntary or involuntary proceedings are filed by or against Debtor in bankruptcy or for an
arrangement or reorganization or any other relief under any provision of the Federal Bankruptcy
Laws or any other insolvency or debtors’ relief law from time to time in effect, the result of
which would be to set aside, terminate or otherwise invalidate this Agreement or the Security
Interests in the Intellectual Property Collateral granted under this Agreement, the Security
Interests granted to Secured Party pursuant to the Loan Agreement and the Exim Agreement will not
be changed or otherwise effected in any respect and will continue to be valid, binding and
enforceable in accordance with their respective terms. In the case of any such proceeding,
arrangement, reorganization or any other relief the Security Interests granted by Debtor to Secured
Party pursuant to the Loan Agreement and the Exim Agreement will be deemed incorporated herein by
this reference for the purpose of the recordation of this Agreement with the USPTO and the US
Copyright Office.



     5. This Agreement may be executed in one or more counterparts, each of which when so executed
and delivered will be deemed to be an original and all of which taken together will constitute but
one and the same instrument. Facsimile or PDF copies of the signatures set forth below will be
deemed to be original signatures for all purposes.



     IN WITNESS WHEREOF, the parties have executed this Patent, Trademark, and Copyright Security
Agreement as of the date first set forth above.



IRIDEX CORPORATION




	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Barry G. Caldwell
 	 
	 	 	Barry G. Caldwell, President & CEO 	 
	 	 	 	 
	 



MID-PENINSULA BANK — PART OF GREATER BAY BANK N.A.




	 	 	 	 	 
	 	 	 
	 	By:  	                          /s/ Patrick Pierre
 	 
	 	 	Authorized Signer 	 
	 	 	 	 



2









 






	 	 	 	 	 



SCHEDULE I





     All right, title and interest of Iridex Corporation (“Debtor”) now owned or hereafter acquired
in and to the following:



     (1) All patentable inventions, patent rights, shop rights, letters of patent of the United
States or any other country, all right, title, and interest in the foregoing, and all registrations
and recordings of the foregoing, including all patent registrations and recordings in the Patent
and Trademark Office or in any similar office or agency of the United States, any state, or any
foreign country or political subdivision of such a country, relating to the software described in
Schedule II (collectively, the “Patents”);



     (2) All copyrights, including all original works of authorship fixed in any tangible medium of
expression; all right, title, and interest in the foregoing, and all registrations and recordings
of the foregoing, including all applications, registrations, and recordings in the Copyright Office
or in any similar office or agency of the United States, any state, or any foreign country or
political subdivision of such a country, relating to the software described in Schedule II
(collectively, the “Copyrights”);



     (3) All trademarks, trade names, trade styles, and service marks, and all prints and labels on
which said trademarks, trade names, trade styles, and service marks have appeared or appear, and
all designs and general intangibles of like nature, now existing or hereafter adopted or acquired;
all right, title, and interest in the foregoing, all registrations and recordings of the foregoing,
including all applications, registrations, and recordings in the Patent and Trademark Office or in
any similar office or agency of the United States, any state, or any foreign country or political
subdivision of such a country, relating to the software described in Schedule II, including any and
all goodwill associated with it (collectively, the “Trademarks”);



     (4) All rights of Debtor under any written agreement with respect to the use of any Patents,
Copyrights, Trademarks, trade secrets, or proprietary or confidential information, including rights
of a licensee or licensor with respect thereto;



     (5) All goodwill, trade secrets, proprietary or confidential information, technical
information, procedures, formulas, quality control standards, operating and training manuals, and
customer lists with respect to any Patents, Copyrights, and Trademarks; and



     (6) All products and proceeds of the foregoing.



 









 





SCHEDULE II




Part A (Patents, Including Patent Applications)




	 	 	 	 	 	 	 	 	 	 	 
	Docket No.;	 	Country	 	Filing Date	 	Application No.	 	Patent No.	 	Title
	 

	 	U.S.
	 	 	 	 	 	 5,085,492
	 	Optical Fiber with Electrical Encoding (Fiber Optic Encoding)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,088,803
	 	Technique for Coupling Laser Diode to Optical Fiber (Laser Diode Coupling)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,372,595
	 	Contact Probe for Laser Cyclophotocoagulation (G-Probe)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,511,085
	 	Passively Stabilized Intracavity Doubling Laser (CW Green)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,521,932
	 	Scalable Side-Pumped Solid-State Laser (Scalable Side-Pump)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,663,979
	 	Fiber Stub End-Pumped Laser (End Pump)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,982,789
	 	Pulsed Laser with Passive Stabilization
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 5,999,554
	 	Fiber Stub End-Pumped Laser
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 6,141,143
	 	CW Laser Amplifier
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 6,144,484
	 	CW Laser Amplifier
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	6,222,869 B1
	 	Aspheric Lensing Control for High Power Butt-Coupled End-Pumped Laser
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	6,327,291 B1
	 	Fiber Stub End-Pumped Laser for Treating Abnormal Blood Vessel
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	6,377,599 B1
	 	Focusability Enhancing Optic for Laser Diode
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	6,540,391 B2
	 	Method and Apparatus for Real-Time Detection, Control and Recording of Sub-Clinical Therapeutic Laser Lesions During Ocular Laser Photocoagulation
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	 	 	 	 	 6,733,490
	 	Method and Apparatus for Controlling Sub-Clinical Laser Procedures with Intro-Operative Monitoring of Electrophysiological Changes
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	9/20/02
	 	60/412,465
	 	 	 	Apparatus for Real-Time Measurement/Control Of IntraOperataive Effects During Laser Thermal Treatments, Using Light Scattering
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	8/16/04
	 	60/602,166
	 	 	 	Directional Probe Treatment Apparatus
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	11/11/06
	 	11/556,504
	 	 	 	Flush Tip Illuminating Laser Probe
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	3/13/07
	 	11/685,351
	 	 	 	Shaped Tip Illumination Laser Probe Treatment Apparatus
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	U.S.
	 	2/24/05
	 	11/066/615
	 	 	 	Green MicroPulse Laser System (Laser System w/Short Pulse Characteristics and Its Method of Use)






 









 






Part B (Copyrights, Including Copyright Applications)




	 	 	 	 	 	 	 	 	 
	Country
	 	Description
	 	Application No.
	 	Registration No.
	 	Application or

Registration Date






Part C (Trademarks, Including Trademark Applications)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration
	 	 	 	 	 	 	Date or
	 	 	 	 	Registration, Serial	 	Application
	Country	 	Description	 	or Application No.	 	Filing Date
	U.S.
	 	APEX	 	2,528,141	 	1/8/2002
	U.S.
	 	COOLSPOT	 	3,044,965	 	01/17/2006
	U.S.
	 	DERMASTAT	 	1,329,417	 	04/09/1985
	U.S.
	 	DESIGN	 	1,618,629	 	10/23/1990
	U.S.
	 	ENDOPROBE	 	1,622,307	 	11/13/1990
	U.S.
	 	GEMINI	 	3,044,850	 	01/17/2006
	U.S.
	 	IRIDEX	 	2,204,220	 	11/17/1998
	U.S.
	 	IRIDEX	 	2,204,219	 	11/17/1998
	U.S.
	 	IRIS MEDICAL	 	1,822,545	 	02/22/1994
	U.S.
	 	LYRA	 	3,200,356	 	01/23/2007
	U.S.
	 	OCULIGHT	 	1,618,628	 	10/23/1990
	U.S.
	 	SMARTKEY	 	1,618,627	 	10/23/1990
	U.S.
	 	VENUS	 	3,023,256	 	12/06/2005
	U.S.
	 	AURA	 	78/431,302	 	06/07/2004
	U.S.
	 	SOLIS	 	78/446,386	 	07/06/2004