exv10w7






CONFIDENTIAL TREATMENT REQUESTED




Exhibit 10.7




INTELLECTUAL PROPERTY SECURITY AGREEMENT




     This Intellectual Property Security Agreement is entered into as of April 14, 2010 by and
between TIMOTHY LOONEY (“Lender”) and IRVINE SENSORS CORPORATION, a Delaware corporation
(“Grantor”).



RECITALS




     A. Lender has agreed to extend certain credit to Grantor as evidenced by that certain
Secured Promissory Note dated as of the date hereof, in the principal amount of $2,500,000,
executed by Grantor, payable to the order of Lender (the “Note”), and as secured by that certain
Security Agreement dated as of the date hereof, executed by Grantor in favor of Lender (the
“Security Agreement”). Unless otherwise defined herein, defined terms used herein shall have the
meanings given such terms in the Security Agreement.



     B. Pursuant to the terms of the Security Agreement, Grantor has granted to Lender 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, including the Copyrights, Patents and Trademarks
comprising the Intellectual Property.



     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 the Obligation, Grantor hereby represents, warrants, covenants and agrees as follows:



AGREEMENT




     To secure the Obligation, Grantor grants and pledges to Lender 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 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 Lender
under the Security Agreement. The rights and remedies of Lender with respect to the security
interest granted hereby are in addition to those set forth in the Security Agreement and the other
Loan Documents (as defined in the Note), 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
Security 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 Lender of any one or more of the rights, powers or remedies
provided for in this Intellectual Property Security Agreement, the Security 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 Lender, or 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
Copyrights, Patents and Trademarks which have been registered by Grantor or as to which Grantor has
filed an application for registration with either the United States Patent and Trademark Office or
the United States Copyright Office, as applicable.



     This Intellectual Property Security 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:
	 	 	 	 	 	 
	 	 	IRVINE SENSORS CORPORATION
	3001 Red Hill Ave., Bldg. 4-108
	 	 	 	 	 	 
	Costa Mesa, CA 92626

	 	By:
	 	/c/ John J. Stuart, Jr.
 

	 	 
	Attn: Chief Executive Officer

	 	Title:
	 	Sr. Vice President & CFO	 	 
	 
	 	 	 	 	 	 







	 	 	 	 	 	 	 

	 

	 	LENDER:	 	 	 	 
	Address:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4206 Savannah

	 	/c/ Timothy Looney	 	 
	 	 	   
	Parker, TX 75002	 	Timothy Looney






 









 






EXHIBIT A




COPYRIGHTS



None






 









 








EXHIBIT B




PATENTS


None issued.



Pending Patent Applications:




	 	 	 
	USPTO	 	 
	Serial #	 	Title
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	#	 	Recently filed, awaiting serial # assignment.
	 





			
	*	 	Confidential treatment requested pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule
24b-2, these confidential portions have been omitted from this exhibit and
filed separately with the Securities and Exchange Commission.




 









 










EXHIBIT C




TRADEMARKS


Registered Trademarks:




	 	 	 
	Registration #	 	Trademark
	3302416

	 	NEO-STACK
	3087338

	 	PMTV
	3714810

	 	TOWHAWK





Trademark Applications:



None