EXHIBIT 10.20
NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of September 19, 2003, by and
between Novacept, a California corporation ("Borrower") and Silicon Valley Bank
("Bank").
In connection with, among other documents, the Loan and Security Agreement (the
"Loan Documents") being concurrently executed herewith between Borrower and
Bank, Borrower agrees as follows:
1. Borrower shall not without the Bank's prior written consent,
other than a transfer of non-exclusive licenses and exclusive
licenses limited to geographical territories outside of the
United States or specific fields of use in the ordinary course
of business and other than Permitted Liens, sell, transfer,
assign, mortgage, pledge, lease, grant a security interest in,
or encumber any of Borrower's intellectual property,
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whether published or unpublished and whether or not
the same also constitutes a trade secret, now or
hereafter existing, created, acquired or held;
(b) All mask works or similar rights available for the
protection of semiconductor chips, now owned or
hereafter acquired;
(c) 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;
(d) Any and all design rights which may be available to
Borrower now or hereafter existing, created, acquired
or held;
(e) 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;
(f) 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 Borrower
connected with and symbolized by such trademarks,
including without limitation;
(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 xxx 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;
and
(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. It shall be an event of default under the Loan Documents
between Borrower and Bank if there is a breach of any term of
this Negative Pledge Agreement.
3. Capitalized terms used but not otherwise defined herein shall
have the same meaning as in the Loan Documents.
BORROWER:
NOVACEPT
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: VP
BANK:
SILICON VALLEY BANK
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
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