Exhibit 10.8


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement (“Agreement”) is entered into as of June 13, 2016 by and among (a) INSPIRE M.D LTD,
a a company organized under the laws of the State of Israel whose address is 4 Menorat Hamaor St., Tel Aviv, Israel 67448 (“Grantor”),
(b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (defined below;
collectively, the “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation in its capacity as
administrative agent for itself and the Lender (in such capacity, the “Agent”).


 


RECITALS


 


A.           Lender
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 among Agent, Lender, INSPIREMD, INC.,
a Delaware corporation, and Grantor dated as of even date hereof (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). Lender
is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Agent a security
interest in its Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of
Grantor to Agent and Lender.


 


B.           Pursuant
to the terms of the Loan Agreement, Grantor has granted to Agent 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 to Agent and Lender, Grantor hereby represents, warrants, covenants
and agrees as follows:


 


AGREEMENT


 


1.           Grant
of Security Interest. To secure its obligations to Agent and Lender, Grantor grants and pledges to Agent a security interest
in all of Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively
be called the “Intellectual Property Collateral”), including, without limitation, the following:


 


(a)          Any
and all copyright rights, copyright applications, copyright registrations and like protections in each work of 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, including without limitation those set forth on Exhibit A attached hereto (collectively, the
“Copyrights”);


 




     


     


    

 


(b)          Any
and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;


 


(c)          Any
and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;


 


(d)          All
patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set
forth on Exhibit B attached hereto (collectively, the “Patents”);


 


(e)          Any
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 Grantor connected with and symbolized by such trademarks, including without limitation
those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


(f)          All
mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without
limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”);


 


(g)          Any
and all claims for damages by way of past, present and future infringements 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)          All
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)          All
amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and


 


(j)          All
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.


 


2.           Recordation.
Grantor authorizes the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights and any other government
officials to record and register this Agreement upon request by Agent.


 


3.           Loan
Documents. This Agreement has been entered into pursuant to and in conjunction with the Loan Agreement, which is hereby incorporated
by reference. The provisions of the Loan Agreement shall supersede and control over any conflicting or inconsistent provision herein.
The rights and remedies of Agent with respect to the Intellectual Property Collateral are as provided by the Loan Agreement and
related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies.


 




     


     


    

 


4.           Execution
in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif"
format) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


5.           Successors
and Assigns. This Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors
and assigns.


 


6.           Governing
Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the laws of the United States and the State of California, without giving effect to any choice or
conflict of law provision or rule (whether of the State of California or any other jurisdiction).


 


[Signature page follows.]


 




     


     


    

 


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:
	 	 
	 	INSPIRE M.D LTD
	 	 
	 	By:	/s/ Craig Shore
	 	 	 
	 	Name:	Craig Shore
	 	 	 
	 	Title:	CFO
	 	 
	 	AGENT:
	 	 
	 	HERCULES CAPITAL, INC.
	 	 
	 	By:	/s/ Ben Bang
	 	 	 
	 	Name:	Ben Bang
	 	 	 
	 	Title:	Associate General Counsel
	 	 
	 	LENDER:
	 	 
	 	HERCULES CAPITAL, INC.
	 	 
	 	By:	/s/ Ben Bang
	 	 	 
	 	Name:	Ben Bang
	 	 	 
	 	Title:	Associate General Counsel



 




     


     


    

 


EXHIBIT A


 


Copyrights


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None	 	N/A	 	N/A


 




     


     


    

 


EXHIBIT B


 


Patents


 


	Description	 	Registration/

Application

Number (Country)	 	Registration/

Application

Date
	 	 	 	 	 
	Optimized Stent Jacket	 	198,665 (IL)	 	Nov. 21, 2007; issued May 28, 2014
	 	 	 	 	 
	Optimized Stent Jacket	 	ZL200780043259.2 (CN)	 	Nov. 21, 2007; issued Jan. 2, 2013
	 	 	 	 	 
	Optimized Drug-Eluting Stent Assembly	 	9,132,003 (US); 14/314,777	 	June 24, 2014; issued Jan. 2, 2013
	 	 	 	 	 
	Optimized Stent Jacket	 	ZL201210454357.8 (CN)	 	Nov. 13, 2013; issued Dec. 9, 2015
	 	 	 	 	 
	Bifurcated Stent Assemblies	 	198,188 (IL)	 	Oct. 18, 2007; issued May 1, 2014
	 	 	 	 	 
	In Vivo Filter Assembly	 	8,043,323 (US); 11/582,354	 	Oct. 18, 2006; issued Oct. 25, 2011
	 	 	 	 	 
	Bifurcated Stent Assemblies	 	8,961,586 (US); 11/797,168	 	May 1, 2007; issued Feb. 24, 2015
	 	 	 	 	 
	In Vivo Filter Assembly	 	9,132,261 (US); 13/237,977	 	Sept. 21, 2011; issued Sept. 15, 2015
	 	 	 	 	 
	Bifurcated Stent Assemblies	 	ZL200780046676.2 (CN)	 	Issued Sept. 26, 2012
	 	 	 	 	 
	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	2,609,687 (CA)	 	May 24, 2006; issued April 22, 2014
	 	 	 	 	 
	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	2,843,097 (CA)	 	Feb. 20, 2014; issued Oct. 27, 2015


 




     


     


    

 


	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	2007/10751 (ZA)	 	Issued Oct. 27, 2010
	 	 	 	 	 
	Filter Assemblies	 	198189 (IL)	 	Oct. 18, 2007; issued Mar. 27, 2014
	 	 	 	 	 
	Filter Assemblies	 	2,666,712 (CA)	 	Oct. 18, 2007; issued Mar. 31, 2015
	 	 	 	 	 
	Filter Assemblies	 	ZL200780046659.9 (CN)	 	Oct. 18, 2007; issued Mar. 31, 2015
	 	 	 	 	 
	Filter Assemblies	 	201210119132.7 (CN)	 	Oct. 18, 2007
	 	 	 	 	 
	Knitted Stent Jackets	 	198190 (IL)	 	Oct. 18, 2007; issued Feb. 1, 2014
	 	 	 	 	 
	Knitted Stent Jackets	 	ZL200780046697.4 (CN)	 	Issued Oct. 10, 2012; expires Oct. 17, 2027
	 	 	 	 	 
	Knitted Stent Jackets	 	2,666,728 (CA)	 	Oct. 18, 2007; issued June 23, 2015
	 	 	 	 	 
	Knitted Stent Jackets	 	ZL201210320950.3 (CN)	 	Oct. 18, 2007; issued Dec. 2, 2015
	 	 	 	 	 
	Stent with Sheath and Metal Wire	 	14/315,001 (US); 2014/0309723	 	June 25, 2014
	 	 	 	 	 
	Stent with Sheath and Metal Wire and Methods	 	14/705,871 (US); 2015/0230953	 	May 6, 2015
	 	 	 	 	 
	Optimized Stent Jacket	 	12/791,008 (US); 2010/0241214	 	June 1, 2010
	 	 	 	 	 
	Intravascular Aneurysm Treatment Device And Methods 	 	14/935,339 (US); 2016/0058589	 	Nov. 6, 2015
	 	 	 	 	 
	Optimized Stent Jacket	 	07827415.6 (EP); EP2088962 A4	 	Nov. 21, 2007
	 	 	 	 	 
	Optimized Stent Jacket	 	230922 (IL)	 	Feb. 11, 2014
	 	 	 	 	 
	Optimized Stent Jacket	 	2,670,724 (CA)	 	Nov. 21, 2007


 




    	2



     


    

 


	Optimized Stent Jacket	 	4008/DELNP/2009 (IN)	 	Nov. 21, 2007
	 	 	 	 	 
	Optimized Drug-Eluting Stent Assembly 	 	14/851,882 (US); 2015/0374519	 	Sept. 11, 2015
	 	 	 	 	 
	Bifurcated Stent Assemblies	 	3113/DELNP/2009 (IN)	 	Oct. 18, 2007
	 	 	 	 	 
	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	EP 06745069.2 (EP); EP1885281 A2	 	May 24, 2006
	 	 	 	 	 
	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	11/920,972 (US); 2009/0138070	 	Nov. 23, 2007
	 	 	 	 	 
	Stent Apparatuses For Treatment Via Body Lumens And Methods Of Use	 	187516 (IL)	 	Nov. 20, 2007
	 	 	 	 	 
	Carotid Stent Assembly and Methods for Treatment Via Body Lumens 	 	14/500,759 (US); 2015/0032197	 	Sept. 29, 2014
	 	 	 	 	 
	Filter Assemblies	 	EP 2007 827228.3 (EP)	 	Oct. 18, 2007
	 	 	 	 	 
	Filter Assemblies	 	12/445,972 (US); 2010/0204772	 	Apr. 17, 2009
	 	 	 	 	 
	Filter Assemblies	 	2,881,557 (CA)	 	Feb. 6, 2015
	 	 	 	 	 
	Filter Assemblies	 	3114/DELNP/2009 (IN)	 	Oct. 18, 2007
	 	 	 	 	 
	Knitted Stent Jackets	 	EP 07827229.1 (EP); EP 2076212 A2	 	Oct. 18, 2005
	 	 	 	 	 
	Knitted Stent Jackets	 	12/445,980 (US); 2010/0324651	 	Apr. 17, 2009
	 	 	 	 	 
	Knitted Stent Jackets	 	3171/DELNP/2009 (IN)	 	Oct. 18, 2007
	 	 	 	 	 
	Knitted Stent Jackets	 	2,887,189 (CA)	 	Apr. 2, 2015
	 	 	 	 	 
	Stent Thermoforming Apparatus and Methods	 	14/505,310 (US); 2016/0096308	 	Oct. 2, 2014
	 	 	 	 	 
	Stent Thermoforming Apparatus and Methods	 	PCT/IB2015/057367	 	Sept. 24, 2015
	 	 	 	 	 
	Stent-Mesh Assembly And Methods	 	14/592,714 (US); 2015/0119971	 	Jan. 8, 2015
	 	 	 	 	 
	Stent with Sheath and Metal Wire Retainer	 	13/994,739 (US); 2013/0274858	 	Dec. 18, 2011
	 	 	 	 	 
	Deformable Tip For Stent Delivery And Methods Of Use	 	62/290,031 (US)	 	Feb. 2, 2016


 




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EXHIBIT C


 


Trademarks


 


	Description	 	Registration/

Application

Number (Country)	 	Registration/

Application

Date
	 	 	 	 	 
	CARENET	 	013399977 (EU)	 	Mar. 17, 2015
	 	 	 	 	 
	CGUARD	 	013370978 (EU)	 	Mar. 26, 2015
	 	 	 	 	 
	INSPIREMD  	 	008642118 (EU)	 	Apr. 26, 2010
	 	 	 	 	 
	MGUARD  	 	008642175 (EU)	 	Apr. 26, 2010
	 	 	 	 	 
	MGUARD PRIME	 	013366141 (EU)	 	Mar. 12, 2015
	 	 	 	 	 
	MICRONET (Class 10) (Supplemental Registration)	 	4,721,716 (US); 85/659,900	 	Apr. 14, 2015
	 	 	 	 	 
	MNP MicroNet Protection Logo	 	011737699 (EU)	 	Sept. 9, 2013
	 	 	 	 	 
	CARENET	 	86/261,697 (US)	 	Apr. 24, 2014
	 	 	 	 	 
	CGuard	 	86/364,984 (US)	 	Aug. 13, 2014
	 	 	 	 	 
	MGUARD PRIME	 	86/417,711 (US)	 	Oct. 8, 2014
	 	 	 	 	 
	InspireMD	 	86/702,932 (US)	 	July 23, 2015
	 	 	 	 	 
	SmartFit	 	86/702,941 (US)	 	July 23, 2015
	 	 	 	 	 
	PVGuard  	 	86/702,984 (US)	 	July 23, 2015
	 	 	 	 	 
	NGuard  	 	86/702,957 (US)	 	July 23, 2015
	 	 	 	 	 
	AGuard 	 	86/702,971 (US)	 	July 23, 2015




 




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EXHIBIT D


 


Mask Works


 


	Description	 	Registration/

Application

Number	 	Registration/

Application

Date
	 	 	 	 	 
	None	 	N/A	 	N/A