ex10-3.htm


Exhibit 10.3

 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of June 20, 2016 (the “Agreement”), between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), and VIVEVE, INC., a Delaware corporation (“Grantor”), is made with reference to the Loan and Security Agreement, dated as of June 20, 2016 (as amended from time to time, the “Loan Agreement’), by and among Lender, Grantor and VIVEVE MEDICAL, INC, a Delaware corporation. Terms defined in the Loan Agreement have the same meaning when used in this Agreement. 

 

For good and valuable consideration, receipt of which is hereby acknowledged, Grantor hereby covenants and agrees as follows:

 

To secure the Obligations under the Loan Agreement, Grantor grants to Lender a security interest in all right, title, and interest of Grantor in any of the following, whether now existing or hereafter acquired or created in any and all of the following property (collectively, the “Intellectual Property Collateral”):

 

(a)     copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”), including the Copyrights described in Exhibit A;

 

(b)     trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”), including the Trademarks described in Exhibit B;

 

(c)     patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same (collectively, the “Patents”), including the Patents described in Exhibit C;

 

(d)     mask work or similar rights available for the protection of semiconductor chips or other products (collectively, the “Mask Works”);

 

(e)     trade secrets, and any and all intellectual property rights in computer software and computer software products;

 

(f)     design rights;

 

(g)     claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

 

(h)     licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

 

(i)     amendments, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and

 

(j)     proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

 

The rights and remedies of Lender with respect to the security interests granted hereunder are in addition to those set forth in the Loan Agreement, and those which are now or hereafter available to Lender as a matter of law or equity. Each right, power and remedy of Lender provided for herein or in the Loan Agreement, 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 Lender of any one or more of such rights, powers or remedies does not preclude the simultaneous or later exercise by Lender of any other rights, powers or remedies.

 

[Balance of Page Intentionally Left Blank]

 


 

1




 


 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

	
GRANTOR:
	
LENDER:

	
VIVEVE, INC., a Delaware corporation


By:        /s/ Scott Durbin                     


Name:  Scott Durbin                            


Title:    CFO                                          
	
WESTERN ALLIANCE BANK, an Arizona corporation


By:        /s/ Bill Wickline                                            


Name:  Bill Wickline                                                   


Title:    VP, Director of Portfolio Management      



 

 

	
Address for Notices:
150 Commercial Street

Sunnyvale, CA 94086

Attn: Chief Financial Officer

 
	
Address for Notices:
Attn: 55 Almaden Boulevard, Suite 100
San Jose, California 95113
Tel: (408) 556-6501
Fax:(408) 282-1681



 

 

 

 

[Signature Page to Intellectual Property Security Agreement]

  


 

2




 


 

Exhibit A

 

Copyrights

 

Please Check if No Copyrights Exist X 

 

 

	
Type of 

Work:
	
Title:
	
International 

Standard Serial 

Number (ISSN):
	
Registration 

Number:
	
Filing 

Date:
	
Pre-

registered? 

	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  
	  	  	  	  	  	  


 


 

3




 


 

Exhibit B

 

trademarks

 

Please Check if No Trademarks Exist □ 

 

 

	
Mark / Title:
	
U.S. Serial Number:
	
U.S. Registration 

Number:
	
USPTO Reference 

Number:
	
Filing 

Date: 

	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  


 


 

4




 


 

Exhibit C

 

patents

 

Please Check if No Patents Exist □ 

 

 

	
Title:
	
Patent Number:
	
Application Serial 

Number:
	
Issued or 

Published?
	
Issue Date: 

	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  


 

 

5