Exhibit 10.2
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement (this "IP Agreement") is made as
of the 27th day of June, 2008 by and between MICROFLUIDICS INTERNATIONAL
CORPORATION, a Delaware corporation (the "Grantor"), and SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 ("Bank").
RECITALS
A.
BANK HAS AGREED TO MAKE ADVANCES OF MONEY AND TO EXTEND CERTAIN
FINANCIAL ACCOMMODATIONS TO GRANTOR (THE "LOAN"), PURSUANT TO A CERTAIN LOAN AND
SECURITY AGREEMENT DATED AS OF THE DATE HEREOF, BY AND BETWEEN GRANTOR AND BANK,
AS AMENDED FROM TIME TO TIME (AS AMENDED, THE "LOAN AGREEMENT").
THE LOAN IS
SECURED PURSUANT TO THE TERMS OF THE LOAN AGREEMENT.
BANK IS WILLING TO ENTER
INTO CERTAIN FINANCIAL ACCOMMODATIONS WITH GRANTOR, BUT ONLY UPON THE CONDITION,
AMONG OTHERS, THAT GRANTOR SHALL GRANT TO BANK A SECURITY INTEREST IN CERTAIN
COPYRIGHTS, TRADEMARKS, PATENTS, AND MASK WORKS (EACH AS DEFINED BELOW), AND
OTHER ASSETS, TO SECURE THE OBLIGATIONS OF GRANTOR UNDER THE LOAN AGREEMENT.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANINGS AS IN
THE LOAN AGREEMENT.
B.
PURSUANT TO THE TERMS OF THE LOAN AGREEMENT, GRANTOR HAS GRANTED
TO BANK 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 (AS DEFINED THEREIN).
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 Grantor's Indebtedness (as defined
below), Grantor hereby represents, warrants, covenants and agrees as follows:
1.
GRANT OF SECURITY INTEREST. AS COLLATERAL SECURITY FOR THE PROMPT
AND COMPLETE PAYMENT AND PERFORMANCE OF ALL OF GRANTOR'S PRESENT OR FUTURE
INDEBTEDNESS, OBLIGATIONS AND LIABILITIES TO BANK (HEREINAFTER, THE
"INDEBTEDNESS"), INCLUDING, WITHOUT LIMITATION, UNDER THE LOAN AGREEMENT,
GRANTOR HEREBY GRANTS A SECURITY INTEREST IN ALL OF GRANTOR'S RIGHT, TITLE AND
INTEREST IN, TO AND UNDER ITS REGISTERED AND UNREGISTERED INTELLECTUAL PROPERTY
COLLATERAL (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 OR AUTHORSHIP AND DERIVATIVE
WORK THEREOF, WHETHER PUBLISHED OR UNPUBLISHED, REGISTERED OR UNREGISTERED, 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 FOR EACH GRANTOR ON EXHIBIT A ATTACHED HERETO (COLLECTIVELY, THE
"COPYRIGHTS");
(B)
ANY AND ALL TRADE SECRET RIGHTS, INCLUDING ANY RIGHTS TO
UNPATENTED INVENTIONS, KNOW-HOW, OPERATING
MANUALS, LICENSE RIGHTS AND
AGREEMENTS, AND CONFIDENTIAL INFORMATION, 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 WHICH MAY BE AVAILABLE TO GRANTOR NOW OR