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Exhibit 10.6
TRADEMARK ASSIGNMENT AGREEMENT
This TRADEMARK ASSIGNMENT AGREEMENT, dated as of November 3, 2000,
is by and between AETNA INC., a Connecticut corporation with a registered
address at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, X.X.X.
("ASSIGNOR"), and AETNA U.S. HEALTHCARE INC., a Pennsylvania corporation with a
registered address at 000 Xxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000, X.X.X.
("ASSIGNEE").
RECITALS
WHEREAS, Assignor and Assignee intend to enter into a distribution
agreement ("DISTRIBUTION AGREEMENT") as contemplated by the Agreement and Plan
of Restructuring and Merger ("RESTRUCTURING PLAN"), dated July 19, 2000, by and
among ING GROEP N.V., a corporation organized under the laws of the Netherlands,
ING AMERICA INSURANCE HOLDINGS, INC., a Delaware corporation, ANB ACQUISITION
CORP., a Connecticut corporation, and Assignor;
WHEREAS, in accordance with that certain Plan of Merger dated as of
October 30, 2000, Assignor has merged with Aetna Services, Inc. ("ASI") and
Assignor is the surviving corporation of the merger as evidenced by that certain
Certificate of Merger of ASI with and into Assignor filed with the Secretary of
the State of Connecticut, U.S.A. on October 30, 2000 and effective at 12:01 a.m.
on October 31, 2000.
WHEREAS, in consideration of the transactions contemplated by the
Distribution Agreement and the Restructuring Plan, Assignor desires to assign to
Assignee all of Assignor's right, title and interest in and to the trademarks,
service marks, trade names, trademark registrations and applications (including
intent-to-use applications) set forth on Schedule 1 attached hereto
(collectively, the "MARKS") and all goodwill symbolized by and associated with
the business conducted under such Marks, which business is ongoing and existing,
and Assignee desires to accept the assignment of, all of Assignor's right, title
and interest in and to such Marks and all goodwill symbolized by and associated
with the business conducted under such Marks.
NOW, THEREFORE, by this document, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignor does hereby assign to Assignee, and its successors and assigns, its
entire right, title and interest in and to: (i) the Marks; (ii) any and all
goodwill symbolized by and associated with the business conducted under the
Marks; (iii) all registrations and applications (including intent-to-use
applications) for the Marks; (iv) all income, royalties, damages and payments in
respect of the Marks; and (v) all causes of action (either in law or in equity)
and the right to xxx, counterclaim and recover for infringement of the Marks.
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Assignor hereby agrees to execute all papers and to perform such
other proper acts as Assignee or its successors or assigns deem reasonably
necessary to secure for Assignee or its successors or assigns, or to evidence
the rights, hereby transferred.
This agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania without regard to choice of law provisions.
WHEREFORE, Assignor has caused this Trademark Assignment Agreement
to be duly executed below, on the date first written above.
AETNA INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: AVP
Sworn and subscribed before me this 3 day of November, 2000.
/s/ Xxxxxxx Xxxxxxx
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Notary
Agreed and Acknowledged:
AETNA U.S. HEALTHCARE INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Corporate Secretary
Sworn and subscribed before me this 3 day of November, 2000.
/s/ Xxxxxxx Xxxxxxx
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Notary
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