Negative Pledge Agreement

EXHIBIT 10.20


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of September 19, 2003, by and between Novacept, a California corporation ("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 without the Bank's prior written consent,
other than a transfer of non-exclusive licenses and exclusive
licenses limited to geographical territories outside of the
United States or specific fields of use in the ordinary course
of business and other than Permitted Liens, sell, transfer,
assign, mortgage, pledge, lease, grant a security interest in,
or encumber 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whether published or unpublished and whether or not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 property rights in computer software and ...