Negative Pledge Agreement

Exhibit 10.14


NEGATIVE PLEDGE AGREEMENT


THIS NEGATIVE PLEDGE AGREEMENT is made as of September 7, 2004, by and between ("BORROWER") and LIGHTHOUSE CAPITAL PARTNERS V, L.P. ("LENDER").


In connection with the Loan Documents being concurrently executed between Borrower and Lender, Borrower agrees as follows:


Except as otherwise permitted in the Loan Documents or pursuant to a licensing, development or other partnering transaction or other business relationship related to the use or development of Borrower's intellectual property (a) that is in the Borrower's ordinary course of business, or (b) that is not material to the financial condition or results of operations of the Borrower and in which the Borrower receives adequate consideration, or (c) that is approved by the Borrower's Board of Directors consistent with the Delaware General Corporation Law, Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower's intellectual property, including, without limitation, the following:


1) Any and all copyright rights, copyright applications, copyright
registration and like protection in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same
also constitutes a ...