ASSIGNMENT OF MARKS
This Assignment of Marks (the "Assignment of Marks"), made and
entered into as of the 26th day of December, 2000, is by and among Curative
Health Services, Inc., formerly known as Curative Technologies, Inc., in turn
formerly known as Curatech, Inc., a Minnesota corporation, CHS Services, Inc., a
Delaware corporation (Curative Health Services, Inc. and CHS Services, together
the "Assignor"), and Cytomedix, Inc., a Delaware corporation ("Assignee").
RECITALS
Assignor and Assignee are parties to that certain Amended and
Restated Asset Purchase Agreement effective as of October 12, 2000 (the "Asset
Purchase Agreement"), pursuant to which Assignor has agreed to sell to Assignee
and Assignee has agreed to buy certain assets from Assignor, including without
limitation the Marks (as defined in the Asset Purchase Agreement). This
Assignment of Marks is contemplated by Section 2.7(a)(iv) of the Asset Purchase
Agreement.
In accordance therewith, Assignor desires to transfer and
assign to Assignee, and Assignee desires to accept the transfer and assignment
of, all of Assignor's worldwide right, title and interest in, to and under the
Marks, including, without limitation, the registered and unregistered domestic
and foreign trademarks for the name Procuren and all applications for domestic
and foreign trademarks for the name Procuren listed on Schedule A attached
hereto and incorporated herein by reference.
NOW, THEREFORE, Assignor, for and in exchange for the payment
of the purchase price set forth in the Asset Purchase Agreement, the receipt of
which is hereby acknowledged, does hereby transfer and assign to Assignee, and
Assignee hereby accepts the transfer and assignment of, all of Assignor's
worldwide right, title and interest in, to and under the Marks, together with
the goodwill of the business associated therewith and which is symbolized
thereby, all rights to xxx for infringement of any Xxxx, whether arising prior
to or subsequent to the date of this Assignment of Marks, and any and all
renewals and extensions thereof that may hereafter be secured under the laws now
or hereafter in effect in the United States and in any other jurisdiction, the
same to be held and enjoyed by the said Assignee, its successors and assigns
from and after the date hereof as fully and entirely as the same would have been
held and enjoyed by the said Assignor had this Assignment of Marks not been
made.
[remainder of page intentionally left blank]
[Curative Health Services, Inc. signature page of Assignment of Marks]
IN WITNESS WHEREOF, Assignor has executed this Assignment of
Marks as of the date first above written.
ASSIGNOR:
CURATIVE HEALTH SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------------
Its: Senior Vice President, Business Development
--------------------------------------------
STATE OF NEW YORK )
COUNTY OF NEW YORK )
On the 8th day of December in the year 2000 before me
personally came Xxxxxxx X. Xxxxx to me known, who being by me duly sworn, did
depose and say that he resides at 00 Xxxxxxxx Xxxx, Xxxx Xxxxxxxxxx, XX 00000;
that he is the Senior Vice President of Curative Health Services, Inc., a
Minnesota corporation, the corporation described in and which executed the above
instrument; and that he had the authority to sign his name thereto on behalf of
said corporation.
/s/ Xxxxxxxx X. Xxxxx
----------------------------------
Notary Public
[Stamp]
My Commission Expires:
January 27, 2002
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[CHS Services, Inc. signature page of Assignment of Marks]
IN WITNESS WHEREOF, Assignor has executed this Assignment of
Marks as of the date first above written.
ASSIGNOR:
CHS SERVICES, INC.
By: /s/ illegible
---------------------------------
Name: Xxxx X. Prior
---------------------------------
Its: Vice President of Finance
---------------------------------
STATE OF NEW YORK )
COUNTY OF NEW YORK )
On the 11th day of December in the year 2000 before me
personally came Xxxx X. Prior to me known, who being by me duly sworn, did
depose and say that he resides at 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000; that he
is the Executive Vice President of CHS Services, Inc., a Delaware corporation,
the corporation described in and which executed the above instrument; and that
he had the authority to sign his name thereto on behalf of said corporation.
/s/ illegible
--------------------------------
Notary Public
[Stamp]
My Commission Expires:
August 22, 2001
--------------------------
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SCHEDULE A
MARKS
[omitted]
This schedule has been omitted from this report in accordance with Item 601 of
Regulation S-K. The Registrant hereby agrees to furnish supplementally to the
Securities and Exchange Commission a copy of this schedule upon request.
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