Trademark Security Agreement



 Exhibit 10.3 
  
 TRADEMARK SECURITY AGREEMENT 
  
 TRADEMARK SECURITY AGREEMENT, dated as of August 12, 2005, by CARDIMA, INC. (referred to as “Grantor”), in
favor of APIX INTERNATIONAL LIMITED (the “Secured Party”) is made with reference to the following: 
  
 WITNESSETH: 
  
 WHEREAS, pursuant to that certain Term Sheet (“Term Sheet”) dated as of August 12, 2005 and that certain Promissory Note (the “Bridge Promissory Note”) dated as of August 12, 2005 between Grantor and the Secured
Party, each of which the parties hereto propose to cause to be superseded by a Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Promissory Note”) by and between Grantor and the Secured Party (the
Bridge Promissory Note, the Term Sheet, the Loan Agreement and the Promissory Note, including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, collectively, the “Funding
Documents”), the Lender has agreed to make certain loans to Borrower subject to and in accordance with the terms and conditions of the Funding Documents; 
  
 WHEREAS, the Secured Party is willing to make certain loans as provided for in the Funding Documents, but only upon the
condition, among others, that Grantor shall have executed and delivered to the Secured Party that certain Patent, Trademark and Copyright Security Agreement dated as of the date hereof (including all annexes, exhibits or schedules thereto, as from
time to time amended, restated, supplemented or otherwise modified, collectively referred to as the “IP Security Agreement”);  
  
 WHEREAS, pursuant to the IP Security Agreement, Grantor is required to execute and deliver this Trademark Security Agreement to the Secured Party,

  
 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, Grantor hereby agrees as follows: 
  
 1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein shall have the meanings given to them
in the IP Security Agreement. 
  
 2. GRANT OF SECURITY INTEREST
IN TRADEMARK COLLATERAL. Grantor hereby grants to the Secured Party a continuing first priority security interest in all of Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Trademark Collateral”): 
  
 (a) all of the trademarks referred to on Schedule I hereto and all registrations thereof; 
  
 (b) all applications for registration of any such Trademarks now or hereafter filed by Grantor, including those referred to on Schedule I hereto;








 (c) all goodwill of the business connected with the use of, and symbolized by, each such Trademark and
Trademark License; and 
  
 (d) all products and proceeds of
the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License or (ii) injury to the goodwill
associated with any Trademark or any Trademark licensed under any Trademark License. 
  
 3. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to the Secured Party pursuant to the IP
Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of the Secured Party with respect to the continuing first priority security interest in the Trademark Collateral made and granted hereby are more fully set
forth in the IP Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by
its duly authorized officer as of the date first set forth above. 
  

			
	CARDIMA, INC.
		
	 By:
	 	 /s/ Gabriel B. Vegh


	 Name:
	 	 Gabriel B. Vegh

	 Title:
	 	 Chief Executive Officer



  

			
	 ACCEPTED AND ACKNOWLEDGED BY:

	APIX INTERNATIONAL LIMITED
		
	 By:
	 	 /s/ Victor Lee


	 Name:
	 	 Victor Lee

	 Title:
	 	 Director


  
  

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 ACKNOWLEDGMENT OF GRANTOR 
  
 STATE OF
                    ) 
                                       
  )ss. 
 COUNTY OF                 )

  
 On this day of      August, 2005
before me personally appeared                             , proved to me on the basis of satisfactory
evidence to be the person who executed the foregoing instrument on behalf of Cardima, Inc., who being by me duly sworn did depose and say that such Person is an authorized officer of said corporation, that the said instrument was signed on behalf of
said corporation authorized by its Board of Directors and that such Person acknowledged said instrument to, be the free act and deed of said corporation. 
  

			
	  

	 	 
	 Notary Public
	 	{SEAL}

  

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 SCHEDULE I 
 to 
 TRADEMARK SECURITY AGREEMENT 
  

					
	 Description

	 	 Registration/
 Serial Number

	 	 Registration/
 Application Date


	 REVELATION HELIX
	 	76/236378	 	04/06/2001
			
	 ITEMP
	 	78/419932	 	05/17/2004
			
	 ACORE
	 	78/494919	 	10/05/2004
			
	 HEARTCORE
	 	78/494925	 	10/05/2004
			
	 C CARDIMA
	 	2163922	 	06/09/1998
			
	 VUEPORT
	 	2219436	 	01/19/1999
			
	 NAVIPORT
	 	2257539	 	06/29/1999
			
	 EP SELECT
	 	2448063	 	05/01/2001
			
	 REVELATION
	 	2536925	 	02/05/2002
			
	 INTELLITEMP
	 	2678410	 	01/21/2003
			
	 PATHFINDER
	 	2806629	 	01/20/2004
			
	 NAVABLATOR
	 	2919209	 	01/18/2005

  

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