EXHIBIT 10.20(d)
NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of March 6, 2002,
by and between AtheroGenics, Inc. ("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 sell, transfer, assign,
mortgage, pledge, lease, grant a security interest in,
or encumber, or enter into any agreement, document,
instrument or other arrangement (except with or in
favor of the Bank or as expressly permitted under
Section 7.1 of the Loan and Security Agreement) with
any Person which directly or indirectly prohibits or
has the effect of prohibiting Borrower from selling,
transferring, assigning, mortgaging, pledging, leasing,
granting a security interest in or upon, or encumbering
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unpublished and whether or not the same also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. 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;
c. Any and all design rights which may be
available to Borrower now or hereafter existing,
created, acquired or held;
d. 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;
e. 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;
f. 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 ▇▇▇ for and collect such
damages for said use or infringement of the
intellectual property rights identified above;
g. 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;
and
h. All amendments, extensions, renewals and
extensions of any of the Copyrights, Trademarks or
Patents; and
i. 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:
Atherogenics, Inc.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer and Secretary
BANK:
Silicon Valley Bank
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President