ADEP Ex 10.3 12-31-2011 Q2






Exhibit 10.3




INTELLECTUAL PROPERTY SECURITY AGREEMENT


This Intellectual Property Security Agreement is entered into as of May 1, 2009 by and between Silicon Valley Bank ("Bank") and Adept Technology, Inc. ("Grantor").
RECITALS
A.    Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the "Loans") in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor dated May 1, 2009 (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).  Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in the Intellectual Property Collateral (as defined below) to secure the obligations of Grantor under the Loan Agreement.
B.    Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank 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, Grantor hereby represents, warrants, covenants and agrees as follows:
AGREEMENT
To secure its obligations under the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor's right, title and interest in, to and under all of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections (including, without limitation, the items listed on Exhibit A), including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not (including, without limitation, the items listed on Exhibit B), and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, 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, and all rights corresponding thereto throughout the world (collectively, the “Intellectual Property Collateral”).
This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement.  The rights and remedies of Bank 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 Bank as a matter of law or equity.  Each right, power and remedy of Bank 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 Bank 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 Bank, of any or all other rights, powers or remedies.
This Intellectual Property Security Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and counterpart signature pages may be assembled to form a single original document.
[Remainder of Page Intentionally Left Blank - Signature Page Follows]









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

Address of Grantor:
5960 Inglewood Drive
Pleasanton, CA 94588
Attn:  Lisa M. Cummins
Fax:  (925) 245-3510
Email:  lisa.cummins@adept.com
	 
	GRANTOR:


Adept Technology, Inc.


By: /s/ Lisa Cummins


Title:CFO








	
			
	

Address of Bank:
185 Berry Street
Lobby 1, Suite 3000
San Francisco, CA 94107
Attn: Rick Freeman
Fax:  (415) 856-0810
Email: rfreeman@svb.com
	 
	BANK:


Silicon Valley Bank


By:/s/ Rick Freeman


Title: Relationship Manager













AMENDED AND RESTATED EXHIBIT A
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
dated May 1, 2009 
by Adept Technology, Inc. in favor of Silicon Valley Bank
Patents and Copyrights
Adept Technology, Inc. Patents:


	
			
	Description
	Patent/
Application
Number
	Issue/
Application
Date

	Bin-Picking System for Randomly Positioned Objects
	7,313,464
	12/25/2007

	Smart Camera
	7,174,224
	2/6/2007

	Smart Camera
	6,988,008
	1/17/2006

	Smart Camera
	6,985,780
	1/10/2006

	Methods and Apparatus for Positive Wafer Process Status Identification During Semiconductor Wafer Processing
	6,530,734
	3/11/2003

	Impulse-Based, Flexible Parts Feeder
	6,056,108
	5/2/2000

	Isolation Chamber Transfer Apparatus
	5,810,537
	9/22/1998

	Flexible Parts Feeder
	5,687,831
	11/18/1997

	Bin-Picking System for Randomly Positioned Objects (CAN)
	2,600,042
	8/31/2007

	Bin-Picking System for Randomly Positioned Objects (JAP)
	2007-230204
	4/4/2006

	Vacuum Gripping Apparatus (national phase utility patent application - United States 1  
	12/597,307
	10/23/2009

	Vacuum Gripping Apparatus (national phase utility patent application - Australia) 1  
	2008246203
	11/18/2009

	Vacuum Gripping Apparatus (Australia)
	2011204992
	7/26/2011

	Vacuum Gripping Apparatus (national phase utility patent application - Brazil) 1
	PI 0810690-8
	10/22/2009

	Vacuum Gripping Apparatus (national phase utility patent application - Canada) 1
	2 685 274
	10/26/2009

	Vacuum Gripping Apparatus (national phase utility patent application - Europe) 1
	8754109.0
	11/25/2009

	Vacuum Gripping Apparatus (national phase utility patent application - Japan) 1
	2010-506272
	10/26/2009

	Vacuum Gripping Apparatus (national phase utility patent application - South Korea) 1
	10-2009-7024668
	11/26/2009

	Vacuum Gripping Apparatus (national phase utility patent application - New Zealand) 1  
	581442
	11/25/2009

	Vacuum Gripping Apparatus (national phase utility patent application - South Africa) 1
	2009/08340
	8/25/2010

	Spatial Data Collection Apparatus and Method
	6,917,893
	7/12/2005

	System and Method for Map and Position Determination Enhancement
	7,650,013
	1/19/2010

	Method for Mapping Spaces With Respect to a Universal Uniform Spatial Reference
	7,693,654
	4/6/2010

	Mobile Autonomous Updating of GIS Maps
	7,912,633
	3/22/2011

	Mobile Autonomous Updating of GIS Maps
	13/050,800
	3/17/2011

	Apparatus and Method for Gripping and Releasing Objects
	PCT/US10/27511
	3/16/2010






1 These national and regional phase utility patent applications are each based on International patent application No. PCT/US2008/005330 (now expired), filed in the USPTO on April 25, 2008, which claimed priority to provisional patent application No. 60/926,329 (now expired), filed in the USPTO on April 26, 2007.









Adept Technology, Inc. Copyrights:


	
			
	Description
	Registration/
Application
Number
	Registration/
Application
Date

	ActivMedia Robotics Navigation and Localization (ARNL)
	TX0005888854
	12/18/2003

	ActivMedia Robotics Control and Operations Software (ARCOS), version 1.0
	TX0006088863
	11/19/2004

	ActivMedia Robotics Interface for Applications (ARIA), version 1.0
	TX 0006088041
	12/16/2004

	ActivMedia Robotics Interface for Applications (ARIA), version 2.0
	TX 006088042
	12/16/2004

	ActivMedia Color Tracking System (ACTS), version 1.0
	TX0006072154
	12/20/2004

	ActivMedia Color Tracking Systems (ACTS), version 2.0
	TX0006091327
	12/20/2004

	Mapper3
	TX0006171250
	5/19/2005

	MobileEyes
	TX0006188105
	5/19/2005

	MobileEyes, version 1.0
	TX0006221176
	8/11/2005

	ARM: BASE PROGRAM FOR VARIABLE DATA ALLOCATION
	TX4140500
	6/27/1995

	ADEPT V+ VERSION 8.2
	TX4140499
	8/14/1995

	ADX DATA IMPORT AND EXPORT SUBSYSTEM, VERSION V1.6
	TX4140497
	6/27/1995

	VISION OPERATOR TRAINING GUIDE.
	TX4127588
	6/27/1995

	ARM: BASE PROGRAM VARIABLE DATA ALLOCATION: 8.2
	TX4127587
	6/27/1995

	RELEASE NOTES FOR ADEPT VAL II: VERSION 6.4
	TX4119725
	8/14/1995

	ADEPT V+, VERSION 8.0
	TX4117082
	8/14/1995

	V+ VERSION 10.1
	TX4117465
	8/14/1995

	ADEPTONE ROBOT USER'S GUIDE
	TX4075324
	7/24/1995

	V+ VERSION 10.1
	TX4075057
	6/27/1995

	ADEPTMOTION SERVO: USER'S GUIDE
	TX4078798
	7/24/1995

	ADEPT MC CONTROLLER: USER'S GUIDE
	TX4078797
	7/24/1995

	ADEPT CC CONTROLLER: USER'S GUIDE
	TX4078914
	7/24/1995

	ADEPT ROBOT ENGINEERING MANUAL.
	TX4068659
	7/24/1995





















Amendment Acknowledgment:


Date: February 6, 2012


Adept Technology, Inc.




By:    /s/ Lisa Cummins        
Lisa M. Cummins
Senior VP, Finance &
Chief Financial Officer


Silicon Valley Bank




By:    /s/ Elisa Sun            
Name:    Elisa Sun            
Title:    Relationship Manager        


[SIGNATURE PAGE TO AMENDED AND RESTATED EXHIBIT A TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]









AMENDED AND RESTATED EXHIBIT B
TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
dated May 1, 2009 
by Adept Technology, Inc. in favor of Silicon Valley Bank
Trademarks
Adept Technology, Inc.


	
			
	Description
	Registration/
Application
Number
	Registration/
Application
Date

	Adept logo
	1,458,004
	09-22-1987, 
renewed 04-03-2007

	Adept logo (Norway)
	146,528
	8/22/1981

	Adept logo (Denmark)
	VR 008294 1993
	12/3/1993

	AIM
	2,627,530
	10/1/2002

	AdeptVision
	2,623,647
	9/24/2002

	HexSight
	2,574,873
	6/4/2002

	HexSight (Canada)
	TMA524628
	11/3/2001

	HEXAVISION (Canada)
	TMA528326
	5/24/2000

	BRAIN‐ON‐BOARD (Germany)
	30,422,425
	6/1/2005

	Adept
	3,368,851
	1/15/2008

	Adept (Germany)
	1,180,500
	8/23/1991

	Adept (EU Community Trade Mark)
	3,028,982
	3/1/2006

	Seekur
	3,384,516
	2/19/2008

	PatrolBot
	3,394,393
	3/11/2008

	LaserPlans
	3,391,245
	3/4/2008

	Motivity (Classes 07 - Industrial Robots and 12 -Robotic Transport Vehicles)
	4,047,455
	11/1/2011

	Motivity (Class 09 - Laboratory Robots)
	77/808035
	8/19/2009

	Motivity by MobileRobots (Application)
	77/938941
	2/18/2010

	ApproFlex (France)
	07 3519096
	9/14/2007

	ApproFlex (CTM)
	6,644,397
	1/21/2009

	Eclipse (CTM)
	8,123,697
	11/11/2009

	activemedia logo (Poland)
	255,736
	9/30/2002

	ActiveMedia (Switzerland)
	540,209
	12/8/2005

	Cerebellum Automation (France)
	04 3277907
	4/9/2004








Note: certain international registrations may be in name of Adept Technology, Inc. subsidiaries. Adept is in process of transferring any international registrations held by subsidiaries to the parent company.













Amendment Acknowledgment:


Date: February 6, 2012


Adept Technology, Inc.




By:    /s/ Lisa Cummins        
Lisa M. Cummins
Senior VP, Finance &
Chief Financial Officer


Silicon Valley Bank




By:    /s/ Elisa Sun            
Name:    Elisa Sun            
Title:    Relationship Manager        


[SIGNATURE PAGE TO AMENDED AND RESTATED EXHIBIT B TO INTELLECTUAL PROPERTY SECURITY AGREEMENT]