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Exhibit 10.27
TRADEMARK ASSIGNMENT AGREEMENT
This TRADEMARK ASSIGNMENT AGREEMENT, dated as of November 3, 2000,
is by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut
corporation ("ASSIGNOR"), and AETNA U.S. HEALTHCARE INC., a Pennsylvania
corporation ("ASSIGNEE").
RECITALS
WHEREAS, the parties' parent company, AETNA INC. ("PARENT"), and
Assignee intend to enter into a distribution agreement ("DISTRIBUTION
AGREEMENT") as contemplated by the Agreement and Plan of Restructuring and
Merger, 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 Parent;
WHEREAS, in consideration of the transactions contemplated by the
Distribution Agreement and the Agreement and Plan of Restructuring and Merger,
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.
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.
[Remainder of Page Intentionally Left Blank]
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WHEREFORE, Assignor has caused this Trademark Assignment Agreement
to be duly executed as of the date first written above.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
Agreed and Acknowledged:
AETNA U.S. HEALTHCARE INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: AVP
