Exhibit 10.4
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This
Intellectual Property Security Agreement (this “Agreement”) is made as of
June 6, 2012, by and between MERU NETWORKS, INC., a Delaware corporation
(“Grantor”), and VENTURE LENDING & LEASING VI, INC. a Maryland
corporation (“Secured Party”).
RECITALS
A.
Pursuant to that certain Loan and Security Agreement of even date
herewith between Grantor, as borrower, and Secured Party, as lender, as such agreement may from
time to time be amended, restated, supplemented or otherwise modified (the “Loan
Agreement”), Secured Party has agreed to make certain advances of money and to extend
certain financial accommodations to Grantor (the “Loans”) in the amounts and
manner set forth in the Loan Agreement. All capitalized terms used herein without definition
shall have the meanings ascribed to them in the Loan Agreement.
B.
Secured Party is willing to make the Loans to Grantor, but only
upon the condition, among others, that Grantor shall grant to Secured Party a security interest in
substantially all of Grantor’s personal property whether presently existing or hereafter
acquired. To that end, Grantor has executed in favor of Secured Party the Loan Agreement
granting a security interest in all Collateral, and is executing this Agreement with respect to
certain items of Intellectual Property, in particular.
NOW,
THEREFORE, THE PARTIES HERETO AGREE 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 Obligations, Grantor hereby grants a security interest and mortgage to Secured
Party, as security, in and to Grantor’s entire right, title and interest in, to and under the
following Intellectual Property, now owned or hereafter acquired by Grantor or in which Grantor now
holds or hereafter acquires any interest (all of which shall collectively be called the
“Collateral” for purposes of this Agreement):
(a)
Any and all copyrights, whether registered or unregistered, held
pursuant to the laws of the United States, any State thereof or of any other country; all
registrations, applications and recordings in the United States Copyright Office or in any similar
office or agency of the United States, and State thereof or any other country; all
continuations, renewals, or extensions thereof; and any registrations to be issued under any
pending applications, including without limitation those set forth on Exhibit A
attached hereto (collectively, the “Copyrights”);
(b)
All letters patent of, or rights corresponding thereto in, the
United States or any other country, all registrations and recordings thereof, and all applications
for letters patent of, or rights corresponding thereto in, the United States or any other country,
including, without limitation, registrations, recordings and applications in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any State
thereof or any other country; all reissues, continuations, continuations-in-part or
extensions thereof; all petty patents, divisionals, and patents of addition; and all patents
to be issued under any such applications, including without limitation the patents and patent
applications set forth on Exhibit B attached hereto (collectively, the
“Patents”);
(c)
All trademarks, trade names, corporate names, business names, trade
styles, service marks, logos, other source or business identifiers, prints and labels on which any
of the foregoing have appeared or appear, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, all registrations and recordings thereof, and any
applications in connection therewith, including, without limitation,
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registrations,
recordings and applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any State thereof or any other country or any political
subdivision thereof, and reissues, extensions or renewals thereof, and the entire goodwill of the
business of Grantor connected with and symbolized by such trademarks, including without limitation
those set forth on Exhibit C attached hereto (collectively, the
“Trademarks”);
(d)
Any and all claims for damages by way of past, present and future
infringement of any of the rights included above, with the right, but not the obligation, to sue
for and collect such damages for said use or infringement of the intellectual property rights
identified above;
(e)
All licenses or other rights to use any of the Copyrights, Patents
or Trademarks, and all license fees and royalties arising from such use to the extent permitted by
such license or rights;
(f)
All amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents; and
(g)
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.
Notwithstanding
the foregoing the term “Collateral” shall not include:
(a) “intent-to-use” trademarks at all times prior to the first use thereof, whether
by the actual use thereof in commerce, the
