1
Exhibit 10.12
ASSIGNMENT FOR SECURITY
WHEREAS, HOUBIGANT INC. (herein referred to as "Grantor") has adopted,
used and is using, and owns the entire right, title and interest in and to, the
trademarks and the applications, registrations and recordings more particularly
described on Schedule A annexed hereto as part hereof (the "Trademarks");
WHEREAS, Grantor is obligated to NEW FRAGRANCE LICENSE CORP. (the
"License") and has entered into a Security Agreement -- Trademarks dated the
date hereof (the "Agreement") in favor of Licensee; and
WHEREAS pursuant to the Agreement, Grantor is granting to Licensee a
security interest in the Trademarks, together with any reissue, extension or
renewal thereof, the goodwill of the business symbolized by the Trademarks, the
applications and registrations thereof, and all proceeds thereof, including,
without limitation, any and all causes of action which may exist by reason of
infringement thereof (the "Collateral"), to secure the payment, performance and
observance of all indebtedness, obligations, liabilities and agreements of any
kind of Grantor or Licensee, now existing or hereafter arising, evidenced by or
issued, created or arising in connection with the Licensee (all of the foregoing
being herein referred to as the "Obligations");
2
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Grantor does hereby assign unto Licensee and grant to
Licensee a security interest in the Collateral to secure the prompt payment,
performance and observance of the Obligations.
Grantor does hereby further acknowledge and affirm that the rights and
remedies of Licensee with respect to the assignment of and security interest in
the Collateral made and granted hereby are more fully set forth in the
Agreement, the terms and provisions of which are hereby incorporated herein by
reference as if fully set forth herein.
IN WITNESS WHEREOF, Grantor has caused this Assignment to be duly
executed by its officer thereunder duly authorized as of the first day of July,
1994.
HOUBIGANT INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------
NEW FRAGRANCE LICENSE CORP.
By: /s/
-----------------------------
GROUP VICE PRESIDENT
-2-
3
SCHEDULE A
Name of
Trademark Trademark Registration
--------- ----------------------
PRESENCE RN 309,266
CHANTILLY RN 865,906
HOUBIGANT RAFFINEE RN 1,256,522
DEMI-JOUR RN 1,488,987
MONSIEUR MUSK RN 1,566,699
- 3 -
