EXHIBIT 10.86
TERMINATION AND RELEASE
OF
TRADEMARK SECURITY AGREEMENT
TERMINATION AND RELEASE OF TRADEMARK SECURITY AGREEMENT, dated as of
May 31, 2002, by and between American Capital Strategies, Ltd., a Delaware
corporation, with offices at Two Xxxxxxxx Xxxxxx-00xx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000, (the "Lender"), under the Trademark Agreement ( as defined
herein) and BLOOD CELLS, INC., a Delaware corporation, having its principal
place of business at 000 Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx 00000(xxx
"Company").
WHEREAS, pursuant to the terms of (i) the Note and Equity Purchase
Agreement, dated October 29, 1999 between the Company, IGEN, Inc., IGI,
Inc. and ImmunoGenetics, Inc. (collectively, the "Borrowers") and the
Lender, as amended and in effect from time to time, (the "Purchase
Agreement"), and (ii) the Trademark Security Agreement (the "Trademark
Agreement"), dated as of October 29, 1999, between the Company and the
Lender, as amended and in effect from time to time, the Company granted to
the Lender a security interest in and lien on, and collaterally assigned to
the Lender all of its trademarks, trademark registrations and associated
goodwill, including, without limitation, the trademarks identified on
Schedule A attached hereto (such trademarks referred to herein as the
"Named Trademarks"); and
WHEREAS, the Lender has agreed to terminate and release its security
interest and all of its right, title and interest in each of the Named
Trademarks as herein provided;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Company
hereby agree as follows:
1. Release and Assignment. The Lender hereby terminates and
releases its security interest in and lien on all of the Company's Named
Trademarks, and the Lender hereby assigns and transfers to the Company,
without recourse, all of the Lender's right, title and interest in and to
each of the Named Trademarks and the related trademark registrations and
goodwill, effective as of the date set forth above.
2. Acknowledgment and Acceptance. The Company hereby acknowledges
and accepts the foregoing release and assignment by the Lender.
3. Counterparts. This Release may be executed in any number of
counterparts which shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the Lender and the Company have executed this
Release, to take effect as of the date first set forth above.
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ Xxx X. Xxxxxx
-------------------------------
Name: Xxx X. Xxxxxx
Title: EVP & COO
Accepted:
BLOOD CELLS, INC.
By:
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Sr. Vice President & CFO
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MARYLAND )
)ss.
COUNTY OF Prince Georges)
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31 day of May, 2002, personally appeared Xxx Xxxxxx to
me known personally, and who, being by me duly sworn, deposes and says that
he is THE COO of AMERICAN CAPITAL STRATEGIES, LTD., and that said
instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said officer acknowledged said instrument to
be the free act and deed of said corporation.
/s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Notary Public
My Commission Expires:
Xxxxxxxx X. Xxxxxxxx
My Commission Expires On
December 1, 2002
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CERTIFICATE OF ACKNOWLEDGEMENT
STATE OF MASSACHUSETTS )
)ss.
COUNTY OF )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this day of May, 2002, personally appeared Xxxxxxx Xxxxxx
to me known personally, and who, being by me duly sworn, deposes and says
that he is a Sr. Vice President and CFO of BLOOD CELLS, INC., and that said
instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said officer acknowledged said instrument to
be the free act and deed of said corporation.
Notary Public
My Commission Expires:
3
SCHEDULE A
None
4
SCHEDULE B
None
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