<PAGE>
Exhibit 10.37
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of
November 1, 1999 by and between CREDIT SUISSE FIRST BOSTON, as Agent for Banks
("Agent") and WESTERN MULTIPLEX CORPORATION, a Delaware corporation ("Grantor").
RECITALS
A. Banks have agreed to make certain advances of money and to extend
certain financial accommodation to Grantor (the "Loans") in the amounts and
manner set forth in that certain Credit Agreement by and among Grantor, Agent
and Banks dated of even date herewith (as the same may be amended, modified or
supplemented from time to time, the "Credit Agreement"; capitalized terms used
herein are used as defined in the Credit Agreement). Banks are willing to make
the Loans to Grantor, but only upon the condition, among others, that Grantor
shall grant to Agent for the benefit of Banks a security interest in certain
Copyrights, Trademarks and Patents to secure the obligations of Grantor under
the Credit Agreement.
B. Pursuant to the terms of the Credit Agreement, Grantor has granted
to Agent for the benefit of Banks 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.
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 its obligations under
the Credit Agreement, Grantor hereby represents, warrants, covenants and agrees
as follows:
AGREEMENT
To secure its obligations under the Credit Agreement, Grantor grants
and pledges to Agent for the benefit of Banks a security interest in all of
Grantor's right, title and interest in, to and under its current and future
Copyrights, Patents and Trademarks (including without limitation those
copyright, patent and trademark registrations and applications listed on
Schedules A, B and C hereto), and including without limitation all proceed
thereof (such as, by way of example but not by way of limitation, license
royalties and proceeds of infringement suits), the right to sue for past,
present and future infringements, all rights corresponding thereto throughout
the world and all re-issues, divisions continuations, renewals, extensions and
continuations-in-part thereof.
This security interest is granted in conjunction with the security
interest granted to Agent for the benefit of Banks under the Security Agreement
dated as of the date hereof. The rights and remedies of Agent and Banks with
respect to the security interest granted hereby are in addition to those set
forth in the Credit Agreement, the Security Agreement and the other Loan
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2
Documents, and those which are now or hereafter available to Agent and Banks as
a matter of law or equity. Each right, power and remedy of Agent or Banks
provided for herein or in the Credit Agreement or any of the Loan Documents, or
now or hereafter existing at law or in equity shall be cumulative and concurrent
and shall be in addition to every right, power or remedy provided for herein and
the exercise by Agent or any Lender of any one or more of the rights, powers or
remedies provided for in this Intellectual Property Security Agreement, the
Credit Agreement or any of the other Loan Documents, or now or hereafter
existing at law or in equity, shall not preclude the simultaneous or later
exercise by any person, including Agent or any Lender, of any or all other
rights, powers or remedies.
Counterparts. This Intellectual Property Security Agreement may be
executed in any number of separate counterparts, each of which, when so
executed, shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same instrument.
In Witness Whereof, the parties have caused this Intellectual Property
Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.
GRANTOR:
Address of Grantor: WESTERN MULTIPLEX CORPORATION
1196 Borregas Avenue By: /s/ Jeffrey M Hendren
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Sunnyvale, CA 94089 Printed Name: Jeffrey M. Hendren
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Attn: Chief Financial Officer Title: Vice President
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AGENT:
Address of Agent: CREDIT SUISSE FIRST BOSTON
11 Madison Avenue By: /s/ Chris Horgan
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New York, NY 10001 Printed Name: Chris T Horgan
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Attn: Jessica Totaram Title: Vice President
---------------------------------
By: /s/ Kristin Lepri
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Printed Name: Kristin Lepri
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Title: Associate
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Exhibit A
to Intellectual Property Security Agreement
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Copyrights
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None.
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Exhibit B
to Intellectual Property Security Agreement
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Patents
-------
<TABLE>
<CAPTION>
Registration/ Registration/
Description Application Number Application Date
----------- ------------------ ----------------
<S> <C> <C>
1. "Method and Apparatus for Isolating High 09/033,507 March 2, 1998
Frequency Signals In A Multi-Layered
Printed Circuit Board" [Application]
2. "Method and Apparatus for Isolating High 09/053,045 April 1, 1998
Frequency Signals In A Printed Circuit
Board" [Application]
</TABLE>
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Exhibit C
to Intellectual Property Security Agreement
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Trademarks
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<TABLE>
<CAPTION>
Registration/ Registration/
Description Application Number Application Date
----------- ------------------ ----------------
<S> <C> <C>
1. Highly stylized letters, WM and design 1,317,724 February 5, 1985
and Western Mulitplex Corporation for
Electronic Communications and Test Units
2. Highly stylized letters "WM" and design 2,076,271 July 1, 1997
for Microwave Radio Equipment
3. Highly stylized letters "WM" and design 1,298,505 October 2, 1984
for Electronic Communications and Test
Units
4. Highly stylized letters, WM and design 2,067,842 June 3, 1997
and Western Mulitplex Corporation
Microwave Radio Equipment
</TABLE>
