Patent Security Agreement



 Exhibit 10.4 
  
 PATENT SECURITY AGREEMENT 
  
 PATENT 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Party, each of which the parties hereto propose to cause to be superseded by a Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Promissory Note”) by and between Grantor and the Secured Party (the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 the Loans as provided in the Loan Agreement, 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 Patent 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 PATENT 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 “Patent Collateral”): 
  
 (a) all of the Patents and Patent Licenses to which Grantor is a party, including those referred to on Schedule I hereto; 
  
 (b) all reissues, continuations or extensions of the foregoing; and 









 (c) all products and proceeds of the foregoing, including, without limitation, any claim by Grantor
against third parties for past, present or future infringement or dilution of any Patent or any Patent licensed under any Patent License. 
  
 3. SECURITY AGREEMENT. The security interests granted pursuant to this Patent 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 Patent
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 Patent 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 as authorized by its respective 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 
 Patents 
  

					
	 TITLE

	  	SERIAL/ PATENT
NO.

	  	APPLICATION/
ISSUE DATE


	INTRAVASCULAR SENSING DEVICE	  	5509411	  	04/23/1996
			
	METHOD AND SYSTEM FOR USING MULTIPLE INTRAVASCULAR SENSING DEVICES TO DETECT ELECTRICAL ACTIVITY	  	5706809	  	01/13/1998
			
	INTRAVASCULAR METHOD AND SYSTEM FOR TREATING ARRHYTHMIA	  	5645082	  	07/08/1997
			
	CATHETER WITH DEFLECTABLE DISTAL SECTION	  	5882333	  	03/16/1999
			
	SHEATHED MULTIPOLAR CATHETER AND MULTIPOLAR GUIDEWIRE FOR SENSING CARDIAC ELECTRICAL ACTIVITY	  	5549109	  	08/27/1996
			
	HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION	  	5699796	  	12/23/1997
			
	OVER-THE-WIRE EP CATHETER	  	5782760	  	07/21/1998
			
	INTRAVASCULAR SYSTEM FOR TREATING ARRHYTHMIA	  	5685322	  	11/11/1997
			
	HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION	  	5957842	  	09/28/1999
			
	INTRAVASCULAR RF OCCLUSION CATHETER	  	6120499	  	09/19/2000
			
	LINEAR ABLATION ASSEMBLY	  	5863291	  	01/26/1999
			
	INTRAVASCULAR SENSING DEVICE	  	5682885	  	11/04/1997
			
	LINEAR ABLATION DEVICE AND ASSEMBLY	  	6063077	  	05/16/2000
			
	INTRAVASCULAR METHOD AND SYSTEM FOR TREATING ARRHYTHMIA	  	5881732	  	03/16/1999
			
	INTRALUMINAL DELIVERY OF TISSUE LYSING MEDIUM	  	5766152	  	06/16/1998
			
	INTRAVASCULAR SENSING DEVICE	  	6141576	  	10/31/2000
			
	HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION	  	5711298	  	01/27/1998
			
	OVER-THE-WIRE EP CATHETER	  	5895355	  	04/20/1999
			
	GUIDING CATHETER FOR THE CORONARY SINUS	  	5775327	  	07/07/1998
			
	A METHOD OF TREATING USING AN OVER-THE-WIRE EP CATHETER	  	6002956	  	12/04/1999

  

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	 TITLE

	  	SERIAL/ PATENT
NO.

	  	APPLICATION/
ISSUE DATE


	INTRAVASCULAR SENSING DEVICE	  	5967978	  	10/19/1999
			
	INTRAVASCULAR METHOD AND DEVICE FOR OCCLUDING A BODY LUMEN	  	5960796	  	10/05/1999
			
	PROTECTED PIN CONNECTOR FOR AN ELECTROPHYSIOLOGY CATHETER	  	6167291	  	12/26/2000
			
	EP CATHETER	  	6251107	  	06/26/2001
			
	LINEAR ABLATION ASSEMBLY	  	6302880	  	10/16/2001
			
	SURGICAL ABLATION TOOL	  	6332881	  	12/25/2001
			
	ELECTROPHYSIOLOGICAL DEVICE FOR THE ISTHMUS	  	6746446	  	06/08/2004
			
	LINEAR ABLATION ASSEMBLY	  	6814732	  	11/09/2004
			
	INTRALUMINAL DELIVERY OF TISSUE LYSING MEDIUM	  	6113584	  	09/05/2000
			
	METHOD AND SYSTEM FOR USING MULTIPLE INTRAVASCULAR SENSING DEVICES TO DETECT ELECTRICAL ACTIVITY	  	6088610	  	07/11/2000
			
	GUIDING CATHETER FOR THE CORONARY SINUS	  	6021340	  	02/01/2000
			
	HIGH RESOLUTION INTRAVASCULAR SIGNAL DETECTION	  	5645064	  	07/08/1997
			
	HELICALLY SHAPED ELECTROPHYSIOLOGY CATHETER	  	09/847181	  	05/01/2001
			
	TI-CHANNNEL RF ENERGY DELIVERY WITH COAGULUM REDUCTION	  	10/333113	  	01/14/2003
			
	SYSTEM AND METHOD FOR MULTI-CHANNEL RF ENERGY DELIVERY WITH COAGULUM REDUCTION	  	10/846260	  	05/14/2004
			
	LINEAR ABLATION ASSEMBLY	  	10/980699	  	11/03/2004
			
	HELICALLY SHAPED ELECTROPHYSIOLOGY CATHETER	  	09/901856	  	07/09/2001
			
	LINEAR ABLATION ASSEMBLY	  	10/909668	  	08/02/2004

  

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