Exhibit 10.37

INTELLECTUAL PROPERTY SECURITY AGREEMENT

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of October 24, 2002, is made by DOT HILL SYSTEMS CORPORATION, a Delaware corporation, and DOT HILL
SYSTEMS B.V., a Netherlands corporation (sometimes individually and sometimes collectively referred to herein as "Grantor"), in favor of SUN MICROSYSTEMS, INC., a Delaware corporation
("Lender").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by and among Grantor and Lender (as from time to time amended, restated,
supplemented or otherwise modified, the "Loan Agreement"), Lender has agreed to make the Loans for the benefit of Grantor; and

WHEREAS,
Lender is willing to make the Loans as provided for in the Loan Agreement, but only upon the condition, among others, that Grantor shall have executed and delivered to Lender
this Intellectual Property Security Agreement;

NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor hereby agrees as follows:

1.DEFINED TERMS.All initially capitalized terms used but not otherwise defined herein have the meanings given
to them in Schedule A to the Loan Agreement.

2.GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL.To secure the complete and timely payment of
all the Obligations of Grantor now or hereafter existing from time to time, Grantor hereby pledges and grants to Lender a continuing first priority security interest in all of Grantor's right, title
and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the "Intellectual Property
Collateral"):



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3.REPRESENTATIONS AND WARRANTIES.Grantor represents and warrants that Grantor does not have any interest in,
or title to, any Patent, Trademark or Copyright except as set forth in Schedule I, Schedule II and Schedule III, respectively, hereto. This Intellectual Property Security
Agreement is effective to create a valid and continuing Lien on and, upon the filing hereof with the United States Patent and Trademark Office and the United States Copyright Office, perfected
security interests in favor of Lender in all of Grantor's Patents, Trademarks and Copyrights and such perfected security
interests are enforceable as such as against any and all creditors of, and purchasers from, Grantor. Upon filing of this Intellectual Property Security Agreement with the United States Patent and
Trademark Office and the United States Copyright Office and the filing of appropriate financing statements listed onDisclosure Schedule (6.1)to
the Loan Agreement, all action necessary or desirable to protect and perfect Lender's Lien on Grantor's Patents, Trademarks and Copyrights shall have been duly taken.

4.COVENANTS.Grantor covenants and agrees with Lender that from and after the date of this Intellectual
Property Security Agreement and until the Termination Date:



5.SECURITY AGREEMENT.The security interests granted pursuant to this Intellectual Property Security Agreement
are granted in conjunction with the security interests granted to Lender pursuant to the Loan Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Lender with respect to
the security interest in the Intellectual Property Collateral made

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and granted hereby are more fully set forth in the Loan Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

6.REINSTATEMENT.This Intellectual Property Security Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of any creditor or
creditors or should a receiver or trustee be appointed for all or any significant part of Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

7.NOTICES.Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or
other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with
respect to this Intellectual Property Security Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner,
and deemed received, as provided for in the Loan Agreement.

8.TERMINATION OF THIS SECURITY AGREEMENT.Subject to Section 6 hereof, this Intellectual Property
Security Agreement shall terminate upon the Termination Date.

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IN
WITNESS WHEREOF, Grantor has caused this Intellectual Property Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

| |  | DOT HILL SYSTEMS CORPORATION 
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  | Name:                        
| |  |                              
| |  | Title:                       
| |  |                              
| |  | DOT HILL SYSTEMS B.V.        
| |  | By:                          
| |  |                              
| |  | Name:                        
| |  |                              
| |  | Title:                       
| |  |                              
| |  | ACCEPTED and ACKNOWLEDGED by:
| |  | SUN MICROSYSTEMS, INC.       
| |  | By:                          
| |  |                              
| |  | Name:                        
| |  |                              
| |  | Title:                       
| |  |                              

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SCHEDULE I  to  INTELLECTUAL PROPERTY SECURITY AGREEMENT

|Patent |  | Reg. No. |  | Date
|------ |  | -------- |  | ----
|       |  |          |  |     

|Patent |  | Application No. |  | Date
|------ |  | --------------- |  | ----
|       |  |                 |  |     

|Name of Agreement |  | Date of Agreement |  | Parties
|----------------- |  | ----------------- |  | -------
|                  |  |                   |  |        

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SCHEDULE II  to  INTELLECTUAL PROPERTY SECURITY AGREEMENT

|Mark |  | Reg. No. |  | Date
|---- |  | -------- |  | ----
|     |  |          |  |     

|Mark |  | Application No. |  | Date
|---- |  | --------------- |  | ----
|     |  |                 |  |     

|Name of Agreement |  | Date of Agreement |  | Parties
|----------------- |  | ----------------- |  | -------
|                  |  |                   |  |        

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SCHEDULE III  to  INTELLECTUAL PROPERTY SECURITY AGREEMENT

|Copyright |  | Reg. No. |  | Date
|--------- |  | -------- |  | ----
|          |  |          |  |     

|Copyright |  | Application No. |  | Date
|--------- |  | --------------- |  | ----
|          |  |                 |  |     

|Name of Agreement |  | Date of Agreement |  | Parties
|----------------- |  | ----------------- |  | -------
|                  |  |                   |  |        

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