Form of Negative Pledge Agreement

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Exhibit 10.11


FORM OF NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of April 30, 2002, by and between [ ] ("Borrower") and Silicon Valley Bank ("Bank").

In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith by and among Borrower, certain other "Borrowers" named therein 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) 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registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held;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. 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 p ...