AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this
"AGREEMENT") is made this 23rd day of May, 2002 by MERLIN SOFTWARE TECHNOLOGIES
INTERNATIONAL, INC., (the "BORROWER" or the "GRANTOR") in favor of the Holders
(as set forth in Schedule V hereto) of the Notes (as hereinafter defined) (each
a "SECURED PARTY" and collectively the "SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, the Grantor and the Secured Parties have entered into that certain
Securities Purchase Agreement dated as of May 23, 2002 (as from time to time
amended, supplemented or otherwise modified, the "Purchase Agreement"); and
WHEREAS, under the terms of the Purchase Agreement, Grantor desires to grant to
the Secured Parties a security interest in the assets described herein; and
WHEREAS, the Grantor and the Secured Parties are parties to that certain
Intellectual Property Security Agreement and Assignment dated as of August 18,
2000 (the "Existing IP Security Agreement") whereby the Grantor granted to the
Secured Parties a security interest in the assets described herein, and the
Grantor and the Secured Parties desire to enter into this Agreement to amend and
restate the Existing IP Security Agreement in its entirety;
WHEREAS, a material part of the consideration given in connection with and as an
inducement to the execution and delivery of the Purchase Agreement by the
Secured Parties was the obligation of the Grantor to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree to amend and restate the Existing IP
Security Agreement as follows:
1. GRANT OF SECURITY. The Grantor hereby grants (subject to existing liens) a
continuing security interest in all of the following (collectively, the
"COLLATERAL"):
(a) Patents. All of the Grantor's right, title and interest, whether now owned
or hereafter acquired, in and to all United States issued patents and patent
applications (including without limitation the patents and patent applications
identified on Schedule I attached hereto and incorporated herein by reference)
and including the right to recover for all past, present and future
infringements thereof and all reissues, divisions, continuations,
continuations-in-part, substitutes, renewals, and extensions thereof, all
improvements thereon, and all other rights of any kind whatsoever of the Grantor
accruing thereunder or pertaining thereto (collectively, the "PATENTS").
(b) Trademarks. All of the Grantor's right, title and interest, whether now
owned or hereafter acquired, in and to all United States trademarks, trade
names, trade dress, domain names, service marks, trademark and service mark
registrations, and applications for trademark or service mark registration and
any renewals thereof (including without limitation each trademark, trade name,
trade dress, domain name, registration and application identified in Schedule II
attached hereto and incorporated herein by reference) and including all income,
royalties, damages and payments now and hereafter due and/or payable with
respect thereto (including without limitation damages for past or future
infringements thereof), the right to sue or otherwise recover for all past,
present and future