Exhibit 10.11

 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of July 20, 2011 by and between SQUARE 1 BANK (“Bank”) and LUCID, INC., a New York corporation (“Grantor”).

 

RECITALS

 

A.            Bank 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 Bank 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).

 

B.            Bank is willing to extend and to continue to extend financial accommodations to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.

 

C.            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 and all other agreements now existing or hereafter arising between Grantor and Bank, 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 Bank and Grantor until such time as Grantor completes an Initial Public Offering, as such term is defined in 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 its Intellectual Property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits 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 (collectively, “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

 

1











 

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.

 

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, and to which and in which Grantor maintains any rights whatsoever.

 

SIGNATURE PAGE FOLLOWS

 

2











 

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:
    	
 
    	
LUCID, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
2320   Brighton Henrietta TL Rd.
    	
 
    	
By:
    	
/s/   Jay M. Eastman
    
	
 
    	
 
    	
 
    	
 
    
	
Rochester,   NY 14618
    	
 
    	
Name:
    	
Jay   M. Eastman
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
BANK:
    
	
 
    	
 
    	
 
    
	
Address   of Bank:
    	
 
    	
SQUARE   1 BANK
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
406   Blackwell Street, Suite 240
    	
 
    	
By:
    	
/s/   Basil Kushner
    
	
Durham,   NC 27701
    	
 
    	
 
    	
 
    
	
Attn:   Loan Documentation Department
    	
 
    	
Name:
    	
Basil   Kushner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
AVP   - Venture Banking
    


 

3











 

EXHIBIT A

 

COPYRIGHTS

 

	
Description
    	
 
    	
Registration
   Number
    	
 
    	
Registration
   Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Beginning   : energize kernel 3.0.
    	
 
    	
TX0003842749
    	
 
    	
09/08/1994
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lucid   common lisp : twenty-five (25) pages of source code.
    	
 
    	
TX0001943855
    	
 
    	
11/07/1986
    


 











 

EXHIBIT B

 

PATENTS

 

	
Description
    	
 
    	
Patent OR
   Application
   Number
    	
 
    	
Registration OR
   Filing Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Non-invasive   in-vivo imaging of mechanoreceptors in skin using confocal microscopy
    	
 
    	
11878638
    	
 
    	
07/25/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   system using polarization effects to enhance image quality
    	
 
    	
6134010
    	
 
    	
10/17/2000
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Tissue   specimen holder
    	
 
    	
6330106
    	
 
    	
12/11/2001
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cassette   for facilitating optical sectioning of a retained tissue specimen
    	
 
    	
6411434
    	
 
    	
06/25/2002
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   microscope for facilitating cryosurgery of tissue
    	
 
    	
6413252
    	
 
    	
07/02/2002
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing confocal reflectance images of tissue specimens
    	
 
    	
6720547
    	
 
    	
04/13/2004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for marking the locations of imaged tissue with respect to the surface of the   tissue
    	
 
    	
6745067
    	
 
    	
06/01/2004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing microscope images of tissue
    	
 
    	
7003345
    	
 
    	
02/21/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing confocal reflectance images of tissue specimens
    	
 
    	
7139122
    	
 
    	
11/21/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for optically sectioning and mapping surgically excised tissue
    	
 
    	
7194118
    	
 
    	
03/20/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   of surgical biopsies
    	
 
    	
7227630
    	
 
    	
06/05/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Automatic   gain control for a confocal imaging system
    	
 
    	
7321394
    	
 
    	
01/22/2008
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   microscope for imaging of selected locations of the body of a patient
    	
 
    	
7394592
    	
 
    	
07/01/2008
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   microscope imaging head
    	
 
    	
D523883
    	
 
    	
06/27/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Automatic   gain control for a confocal imaging system
    	
 
    	
7961214
    	
 
    	
06/14/2011
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for macroscopic and confocal imaging of tissue
    	
 
    	
7864996
    	
 
    	
01/04/2011
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   microscope for imaging of selected locations of the body of a patient
    	
 
    	
7859749
    	
 
    	
12/28/2010
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Microscopic   imaging apparatus and method
    	
 
    	
7813788
    	
 
    	
10/12/2010
    


 











 

	
System   for marking the locations of images tissue with respect to the surface of the   tissue
    	
 
    	
7711410
    	
 
    	
05/04/2010
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing microscopic images of tissue
    	
 
    	
7676258
    	
 
    	
03/09/2010
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing confocal reflectance images of tissue specimens
    	
 
    	
7515266
    	
 
    	
04/07/2009
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for confocal imaging within dermal tissue
    	
 
    	
7225010
    	
 
    	
05/29/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cellular   surgery utilizing confocal microscopy
    	
 
    	
7190990
    	
 
    	
03/13/2007
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for enhancing confocal reflectance images of tissue specimens
    	
 
    	
7110114
    	
 
    	
09/19/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Microscopic   imaging apparatus and method
    	
 
    	
7047064
    	
 
    	
05/16/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for confocal imaging within dermal tissue
    	
 
    	
6937886
    	
 
    	
08/30/2005
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Tissue   specimen holder
    	
 
    	
6856458
    	
 
    	
02/15/2005
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   microscope having a positionable imaging head for cellular imaging of skin,   other living tissue and biological processes
    	
 
    	
D492997
    	
 
    	
07/13/2004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   system using polarization effects to enhance image quality
    	
 
    	
6710875
    	
 
    	
03/24/2004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for facilitating pathological examination of a lesion in tissue
    	
 
    	
6684092
    	
 
    	
01/27/2004
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cellular   surgery utilizing confocal microscopy
    	
 
    	
6668186
    	
 
    	
12/23/2003
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   system using polarization effects to enhance image quality
    	
 
    	
6577394
    	
 
    	
06/10/2003
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for confocal imaging within dermal tissue
    	
 
    	
6424852
    	
 
    	
07/23/2002
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for imaging mechanically stabilized tissue
    	
 
    	
6360115
    	
 
    	
03/19/2002
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   system using multi-mode laser illumination to enhance image quality
    	
 
    	
6304373
    	
 
    	
10/16/2001
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Handheld   imaging microscope
    	
 
    	
6263233
    	
 
    	
07/17/2001
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Imaging   system using polarization effects to enhance image quality
    	
 
    	
6134009
    	
 
    	
10/17/2000
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cellular   surgery utilizing confocal microscopy
    	
 
    	
5995867
    	
 
    	
11/30/1999
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   for imaging mechanically stabilized tissue
    	
 
    	
5978695
    	
 
    	
11/02/1999
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dermatological   laser treatment system with electronic visualization of the area being   treated
    	
 
    	
5860967
    	
 
    	
01/19/1999
    


 

2











 

	
Spectral   densitometer
    	
 
    	
5844681
    	
 
    	
12/01/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   imaging through thick dermal tissue
    	
 
    	
6263233
    	
 
    	
07/17/2001
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Spectrophotometer   and electro-optic module especially suitable for use therein
    	
 
    	
5742389
    	
 
    	
04/21/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Photodetector   integrator circuit having a window comparator
    	
 
    	
5773816
    	
 
    	
06/30/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Spectrophotometer   with electronic temperature stabilization
    	
 
    	
5739905
    	
 
    	
04/14/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Epilation   system
    	
 
    	
5632741
    	
 
    	
05/27/1997
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dermatological   laser treatment systems with electronic visualization
    	
 
    	
5653706
    	
 
    	
08/05/1997
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Confocal   imaging through thick dermal tissue
    	
 
    	
5788639
    	
 
    	
08/04/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
System   and method for facilitating pathological examination of lesion in tissue
    	
 
    	
5836877
    	
 
    	
11/17/1998
    


 

3











 

EXHIBIT C

 

TRADEMARKS

 

	
Description
    	
 
    	
Registration/
   Application
   Number
    	
 
    	
Registration/
   Application
   Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
LUCID
    	
 
    	
2234174
    	
 
    	
03/23/1999
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVASCOPE
    	
 
    	
2188503
    	
 
    	
09/08/1998
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
LUCID
    	
 
    	
1964368
    	
 
    	
03/26/1996
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVACAM
    	
 
    	
3100622
    	
 
    	
06/06/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVACELL
    	
 
    	
3159801
    	
 
    	
10/17/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVASCOPY
    	
 
    	
3627656
    	
 
    	
05/26/2009
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVANET
    	
 
    	
3415188
    	
 
    	
04/22/2008
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVASCAN
    	
 
    	
77068695
    	
 
    	
12/20/2006
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVASTACK
    	
 
    	
2701076
    	
 
    	
03/25/2003
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
VIVABLOCK
    	
 
    	
2703053
    	
 
    	
04/01/2003
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
L   U C I D
    	
 
    	
2879829
    	
 
    	
08/31/2004