EXHIBIT 10.89
TERMINATION AND RELEASE
OF
TRADEMARK SECURITY AGREEMENT
TERMINATION AND RELEASE OF TRADEMARK SECURITY AGREEMENT, dated as of
May 31, 2002, by and between FLEET CAPITAL CORPORATION, a Rhode Island
corporation with an office at 000 Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxx 00000, (the "Lender"), under the Trademark Agreement (as defined
herein) and IMMUNOGENETICS,, INC., a Delaware corporation having its principal
place of business at Xxxxx Xxxx xxx Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx 00000
(the "Company").
WHEREAS, pursuant to the terms of (i) the Loan and Security Agreement,
dated October 29, 1999 between the Company, IGI, Inc., IGEN, Inc.
and Blood Cells, Inc. (collectively, the "Borrowers") and the Lender (as
amended and in effect from time to time, the "Loan Agreement"), and (ii)
the Trademark Security Agreement (the "Trademark Agreement"), dated as of
October 29, 1999, between the Company and the Lender and recorded with the
U.S. Patent and Trademark Office on January 19, 2000 at (Trademark Reel
002023 and Frame Number 0187), 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 first priority 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.
IN WITNESS WHEREOF, the Lender and the Company have executed this
Release, to take effect as of the date first set forth above.
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Accepted:
IMMUNOGENETICS, INC.
By:
--------------------------------
Name:
Title:
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF CONNECTICUT )
)ss. Glastonbury
COUNTY OF HARTFORD )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 29th day of May, 2002, personally appeared Xxxxxxx X.
Xxxxxxx to me known personally, and who, being by me duly sworn, deposes
and says that he is a Senior Vice President of FLEET CAPITAL CORPORATION,
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/ Xxxx X. Xxxxxxxxx
------------------------------------
Notary Public
My Commission Expires:
XXXX X. XXXXXXXXX
NOTARY PUBLIC
MY COMMISSION EXPIRES FEB. 28, 2005
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SCHEDULE A
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TRADEMARKS OF IMMUNOGENETICS, INC.
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**********************************************************************************************************************************
Trademarks For Owner: IMMUNOGENETICS, INC.
Date of Report: 20NO2001
**********************************************************************************************************************************
Docket No. Current Owner Ctry Types Status Cur App Dt Curr App No Curr Reg D Curr Reg No Renewal Expires
---------- ------------- ---- ----- ------ ---------- ----------- ---------- ----------- ------- -------
XXX-0000 XXXXXXXXXXXXXX, USA REGISTERED 14AU1986 614736 20OC1987 1461618 20OC2007 20OC2007
INC.
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Xxxx: PUPPYVITE (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
IMH-0232 IMMUNOGENETICS, HONG G REGISTERED 03MY2000 08093/93 03AU2000 B03011/96 03AU2014 03AU2014
INC.
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 31
Xxxx: NUTRI-CAL (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
SUBSTANCES ADAPTED
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