**Exhibit 10.25**

 

**INTELLECTUALPROPERTY SECURITY AGREEMENT**

 

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

 

RECITALS

 

A.                                   Secured Party andGrantor are entering into that certain Loan and Security Agreement of even dateherewith (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 setforth in the Loan Agreement).

 

B.                                     Pursuant to theterms of the Loan Agreement, Grantor has granted to Secured Party a security interest in all of Grantor’sright, 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 ofall of the Obligations, Grantor hereby grants, represents, warrants, covenantsand agrees as follows:

 

AGREEMENT

 

1.                                       Grant of SecurityInterest.  To secure all of theObligations, Grantor grants and pledges to Secured Party a security interest inall of Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (all of which shallcollectively be called the “Intellectual Property Collateral”), includingwithout limitation the following:

 

(a)                                 All of present andfuture United States registered copyrights and copyright registrations,including, without limitation, the registered copyrights, maskworks, software, computer programs and other works ofauthorship subject to United States copyright protection listed in Exhibit A-1to this Agreement (and including all of the exclusive rights afforded a copyright registrant in the United Statesunder 17 U.S.C. §106 and any exclusive rights which may in the future arise byact of Congress or otherwise) and all present and future applications forcopyright registrations (including applications for copyright registrations ofderivative works and compilations) (collectively, the “Registered Copyrights”),and any and all royalties, payments, and other amounts payable to Grantor inconnection with the Registered Copyrights, together with all renewals andextensions of the Registered Copyrights, the right to recover for all past,present, and future infringements of the Registered Copyrights, and allcomputer programs, computer databases, computer program flow diagrams, sourcecodes, object codes and all tangible property embodying or incorporatingthe 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 (orcapable of becoming subject to) United States copyright protection which arenot registered in the United States Copyright Office (the “UnregisteredCopyrights”), whether now owned or hereafter acquired, including withoutlimitation the Unregistered Copyrights listed in Exhibit A-2 tothis Agreement, and any and all

 

1

----

 

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

 

(c)                                 All right, title andinterest in and to any and all present and future license agreements withrespect to the Copyrights.

 

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

 

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

 

(f)                                   All trademark and servicemark rights, whetherregistered or not, applications to register and registrations of the same andlike protections, and the entire goodwill of the business of Grantor connectedwith and symbolized by such trademarks, including without limitation those setforth 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 rightsidentified above;

 

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

 

(i)                                    All amendments, extensions, renewals andextensions 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 anyof 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.  Thissecurity interest is granted in conjunction with the security interestgranted to Secured Party under the Loan Agreement. The rights and remedies ofSecured Party with respect to thesecurity interest granted hereby are in addition to those set forth in the LoanAgreement and the other Loan Documents, and those which are now or hereafteravailable to Secured Party as a matter of law or equity. Each right, power andremedy of Secured Party provided for herein or in the Loan Agreement or any ofthe other Loan Documents, or now or hereafterexisting at law or in equity shall be cumulative and concurrent and shall be inaddition to every right, power or remedy provided for herein and the exerciseby Secured Party of any one or more of the rights, powers or remediesprovided for in this Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law orin equity, shall not

 

2

----

 

preclude the simultaneous orlater exercise by any person, including Secured Party, of any or all otherrights, powers or remedies.

 

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

 

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

 

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

 

(c)                                 Grantor shall promptly advise Secured Partyof any Trademark, Patent or Copyright not specified in this Agreement, which ishereafter acquired by Grantor.

 

(d)                                Grantor shall not register any maskworks, software,computer programs or other works of authorship subject to United Statescopyright protection with the United States Copyright Office without firstcomplying with the following: (i) providing Secured Party with at least 15days prior written notice thereof, (ii) providing Secured Party with acopy of the application for any such registration and (iii) executing andfiling such other instruments, and taking such further actions as Secured Partymay reasonably request from time to time to perfect or continue the perfectionof Secured Party’s interest in the Collateral, including without limitation thefiling with the United States Copyright Office, simultaneously with the filingby Grantor of the application for any such registration, of a copy of thisAgreement or a Supplement hereto in form acceptable to Secured Partyidentifying the maskworks, software, computer programs or other works ofauthorship being registered and confirming the grant of a security interesttherein in favor of Secured Party.

 

4.                                       General.  If any action relating to thisAgreement is brought by either party hereto against the other party, theprevailing party shall be entitled to recover reasonable attorneys fees, costsand disbursements. This Agreement may be amended only by a written instrument signedby both parties hereto.  To the extentthat any provision of this Agreement conflicts with any provision of the LoanAgreement, the provision giving Secured Party greater rights or remedies shallgovern, it being understood that the purpose of this Agreement is to add to,and not detract from, the rightsgranted to Secured Party under the Loan Agreement.  This Agreement, the Loan Agreement, and the other Loan Documents comprise theentire agreement of the parties with respect to the matters addressed in this Agreement. This Agreement shall begoverned by the laws of the State of California, without regard for choice oflaw provisions. Grantor and Secured Party consent to the nonexclusivejurisdiction of any state or federal court located in Santa Clara County, California.

 

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

 

3

----

 

IN WITNESS WHEREOF, the parties have cause this Intellectual PropertySecurity Agreement to be duly executed by its officers thereunto dulyauthorized 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 |   |
|                           |                      |
|                                |                           |  |  |  |

 

4

----

 

EXHIBIT A-1

 

REGISTERED COPYRIGHTS

(including copyrights that are the subject ofan 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 butcopyrighted.

 

----

 

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         |       |

 

----