Intellectual Property Security Agreement between Company and Investors



 Exhibit 10.5 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This Intellectual Property Security Agreement is entered into as
of December 29, 2006 by and between LONGVIEW FUND, LP AND ALPHA CAPITAL ANSTALT (collectively, “Lender”) and IRVINE SENSORS CORPORATION, a Delaware corporation (“Grantor”). 
 RECITALS 
 A. Lender has agreed to
make certain advances of money and to extend certain financial accommodations to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Lender and Grantor dated of even date
herewith (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). 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. 
 B. Pursuant to the terms of the Loan Agreement, Grantor has 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 between 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 between Grantor and
Lender, Grantor grants and pledges to Lender a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (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. 
 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. 
 This 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. 
  

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 IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly
executed by its officers thereunto duly authorized as of the first date written above. 
  

									
	 	 	 	 	 	 	GRANTOR:
			
	Address of Grantor:	 		 	IRVINE SENSORS CORPORATION
				
	3001 Red Hill Ave., Bldg. 4-108	 		 		 	
	Costa Mesa, CA 92626	 		 	By:	 	 /s/ JOHN C. CARSON

	  
 Attn: Chief Executive Officer
	 		 	Title:	 	President & CEO
			
	Address:	 		 	LENDERS:
	600 Montgomery Street, 44th Floor	 		 	LONGVIEW FUND, L.P.
	San Francisco, CA 94111	 		 		 	
	Fax: (415) 981-5301	 		 		 	
		 		 		 	By:	 	 /s/ S. MICHAEL RUDOLPH

		 		 		 	Title:	 	CFO – Investment Adviser
			
	Pradafant 7	 		 	ALPHA CAPITAL ANSTALT
	9490 Furstentums	 		 		 	
	Vaduz, Lichtenstein	 		 		 	
	Fax: 011-42-32323196	 		 	By:	 	 /s/ KONRAD ACKERMAN

		 		 		 	Title:	 	Director

  

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