Exhibit 10.10 INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement is
entered into as of July 12, 2002 by and between COMERICA BANK-CALIFORNIA
(Bank) and TRIPATH TECHNOLOGY INC., a Delaware 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).  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 certain
Copyrights, Trademarks and Patents to secure the obligations of Grantor under
the Loan Agreement. B.            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 certain
copyrights, trademarks and patents to secure the obligations of Grantor under
the Loan Agreement but only to the extent such security interest is necessary
in order for Bank to have a perfected security interest in Grantors accounts
and other rights to payment. 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 Grantor and
Bank, 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
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 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. 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.  1 
   Notwithstanding the foregoing, the Collateral shall
not include any copyrights, patents, trademarks, servicemarks and applications
therefor, now owned or hereafter acquired, or any claims for damages by way of
any past, present and future infringement of any of the foregoing
(collectively, the Intellectual Property); provided, however, that the
Collateral shall include all accounts and general intangibles that consist of
rights to payment and proceeds from the sale, licensing or disposition of all
or any part, or rights in, the foregoing (the Rights to Payment).  Notwithstanding the foregoing, if a judicial
authority (including a U.S. Bankruptcy Court) holds that a security interest in
the underlying Intellectual Property is necessary to have a security interest
in the Rights to Payment, then the Collateral shall automatically, and
effective as of the Closing Date, include the Intellectual Property to the
extent necessary to permit perfection of Banks security interest in the Rights
to Payment. 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. 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:
  
  TRIPATH TECHNOLOGY INC.3900 Freedom Circle
  
  By:Santa Clara, CA 95054Title:Attn:  Chief
  Financial OfficerBANK:Address of Bank:
  
  COMERICA BANK-CALIFORNIA333 West Santa Clara Street
  
  By:San Jose, CA 95113Title:Attn:  Corporate
  Banking Center   2 
   EXHIBIT
A Copyrights   Description
  
  Registration
  Number
  
  Registration
  Date  
   EXHIBIT
B Patents   Description
  
  Registration/
  Application
  Number
  
  Registration/
  Application
  DateScheme for reducing
  transmit-band noise floor and adjacent channel power with power backoff
  
  09/908,967
  
  07/18/01Noise reduction scheme
  for operational amplifiers
  
  09/908,862
  
  07/18/01Power device driver
  circuit
  
  6,362,679
  
  03/26/02Loop delay compensation
  for a digital power amplifier
  
  09/796,634
  
  02/28/01Resonant gate drive
  technique for a digital power amplifier
  
  09/796,734
  
  02/28/01Self-timed switching
  for a digital power amplifier
  
  09/796,731
  
  02/28/01Dual independently
  clocked analog-to-digital conversion for a digital power amplifier
  
  6,348,836
  
  02/19/02Methods and apparatus
  for noise shaping a mixed signal power output
  
  6,297,697
  
  10/02/01Break-before-make
  distortion compensation for a digital amplifier
  
  6,362,683
  
  03/26/02Dynamic switching
  frequency control for a digital switching amplifier
  
  6,351,184
  
  02/26/02Noise reduction scheme
  for operational amplifiers
  
  6,329,876
  
  12/11/01DC offset calibration
  for a digital switching amplifier
  
  6,316,992
  
  11/13/01Power efficient line
  driver
  
  6,281,747
  
  08/28/01Power efficient line
  driver
  
  6,246,283
  
  06/12/01Methods and apparatus
  for noise shaping a mixed signal power output
  
  6,229,390
  
  05/08/01Power supply topology
  to reduce the effects of supply pumping
  
  6,169,681
  
  01/02/01Method and apparatus
  for controlling an audio signal level
  
  6,127,893
  
  10/03/00Methods and apparatus
  for reducing MOFSET body diode conduction in a half-bridge configuration
  
  6,107,844
  
  08/22/00Methods and apparatus
  for compensating delays in modulator loops
  
  5,909,153
  
  06/01/99Methods and apparatus
  for performance improvement by qualifying pulses in an oversampled noise-shaping
  signal processor
  
  5,974,089
  
  10/26/99   
   Description
  
  Registration/
  Application
  Number
  
  Registration/
  Application
  DateMethod and apparatus
  for sensing a common mode voltage
  
  5,808,491
  
  09/15/98Method and apparatus
  for oversampled, noise-shaping, mixed-signal processing
  
  5,777,512
  
  07/07/98Method and apparatus
  for biasing a differential cascode circuit
  
  5,754,079
  
  05/19/98  
   EXHIBIT
C Trademarks   Description
  
  Registration/
  Application
  Number
  
  Registration/
  Application
  DateTripath
  (and design)
  
  76/157,810
  
  10/31/00TIO
  
  76/094,294
  
  07/24/00TIO
  (and design)
  
  76/096,234
  
  07/24/00Class-T
  
  76/073,920
  
  06/20/00Tripath
  
  2,398,029
  
  10/24/00DPP
  
  2,453,669
  
  05/22/01Digital
  Power Processing
  
  2,526,206
  
  01/01/02