Negative Pledge Agreement 6/12/03

EXHIBIT 10.12


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of June 12, 2003, by and between EGENERA, INC., a Delaware corporation with offices at 165 Forest Street, Marlborough, Massachusetts 01752 ("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200,2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("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. Except for the granting of non-exclusive licenses or sublicenses by
Borrower in the ordinary course of business, Borrower has not, and
shall not, sell, transfer, assign, mortgage, pledge, lease, grant a
security interest in, or encumber any of Borrower's Intellectual
Property (as defined below).


2. Borrower has not, and shall not, enter into a negative pledge
agreement, or similar agreement, affecting the rights of the
Intellectual Property with any other party.


3. 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.


4. As used herein,


a. "Intellectual Property" means:


(i) Any and all Copyrights;


(ii) 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;


(iii) Any and all design rights which may be available to
Borrower now or hereafter existing, created, acquired or
held;


(iv) All Mask Works or similar rights available for the
protection of semiconductor chips;


(v) All Patents;


(vi) Any Trademarks;


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