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EXHIBIT 10.150
LICENSE AGREEMENT
AGREEMENT made as of this 14th day of July 1987 between
COSCELEBRE, INC., a New York corporation having its principal place of business
at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, formerly known as XXXXXX
XXXXXXXXXX, INC. ("Licensor"); and MEM COMPANY, INC., a New York Corporation
having its principal place of business at Xxxxxxxxx, Xxx Xxxxxx 00000
("Licensee").
WITNESSETH:
WHEREAS, Licensor is the owner throughout the Territory (as
hereinafter defined) of the trademark "HEAVEN SENT" and has the sole right to
manufacture, promote, sell, use and distribute cosmetic products bearing such
trademark; and
WHEREAS, Licensee is a manufacturer and distributor of cosmetic
products and wishes to produce and sell cosmetics bearing the trademark "HEAVEN
SENT"in the Territory, and Licensor is willing to grant a license for such
purpose on the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and
premises contained herein, it is agreed:
1. Definitions. When used in this agreement, unless the context
otherwise requires:
(a) The term "Licensed Trademark" means the trade name and
trademark "HEAVEN SENT" together with the registrations and applications for
registration thereof attached hereto as Schedule A;
(b) The term "Territory" means the country or countries listed
in Schedule A ("Original Countries"), and those additional countries to which in
the future this License Agreement shall apply by amendment to this agreement
("Amendment Countries") as set forth in Paragraph 2(e).
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(c) The term "Licensed Products" means those products set
forth in Schedule "B" as it may be amended from time to time bearing the
Licensed Trademark, the components, essential oils, and raw materials used in
the manufacture and packaging thereof;
(d) The term "Net Sales" means the aggregate net selling price
by Licensee of the Licensed Products, to an independent third party who is not,
directly or indirectly, a subsidiary, affiliate of, or one whose profits are
directly or indirectly for the use and benefit of Licensee, less returns,
discounts, allowances and applicable taxes on such sales;
(e) The term "Contract Year" means a twelve month period
commencing January 1 and ending on the next following December 31, except that
the first Contract Year hereunder shall commence with the execution and delivery
of this agreement and end December 31, of the year of such execution and
delivery.
2. Grant.
(a) Licensor hereby grants to Licensee (i) the sole and
exclusive right and perpetual license to use the Licensed Trademark solely on,
and in connection with the sale and distribution of, Products in the Territory
and (ii) the right and perpetual license to use the Licensed Trademarks solely
on, and in connection with the manufacture of, Products in the Territory. Prior
to the execution of this agreement, Licensor has terminated all license
agreements (without liability to Licensee) with respect to use of the Licensed
Trademarks on, and in connection with the sale and distribution of Products in
the Territory, except with regard to India, New Zeland and Trinidad and Tobago
to which Licensor shall use its best efforts. Licensee shall not use any of the
Licensed Trademarks as or as part of its corporate or business name or the name
of any business entity which is controlled by Licensee, nor shall Licensee use
the name of the Licensor in conjunction with the Licensed Trademarks whether on
the
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Products or in connection with any advertising, promotional materials or
otherwise of the Licensed Products.
(b) Licensee shall have the right to sublicense the manufacture,
sale and distribution of Licensed Products conveyed under this agreement in the
Territory provided, however, that this provision shall in no way restrict
Licensee or its affiliates from manufacturing and marketing the Licensed
Products in those countries covered under existing separate licensing
agreements. Licensor agrees to execute promptly upon presentation to it of
applicable documents to the extent required by the law of any country set forth
in Schedule A, with respect to this license for filing if required by said
country far exercising the rights granted Licensee herein.
(c) Licensee shall not affix or use the Licensed Trademark on
any cosmetic or toiletry other than the Licensed Products without Licensor's
prior written consent.
(d) Licensee shall use its best efforts to exploit the rights
herein granted throughout the Territory and to manufacture and sell the maximum
number of Licensed Products consistent with good business practice.
(e) Licensor shall promptly apply to register the Licensed
Trademark in such additional countries as are not covered by any existing
license agreement for Heaven Sent as Licensee shall request in writing and at
Licensee's sole cost and expense. Any such additional countries shall be
included in this agreement by Amendment and shall become an "Amendment Country".
Licensee covenants and agrees that unless and until such registration issues in
the name of Coscelebre and this agreement is amended to cover such country,
Licensee shalt not manufacture or sell or knowingly sell for resale, any
products bearing the Licensed Trademark in any such country. Promptly upon
issuance of such registration, Licensor and Licensee will enter into an
amendment to this agreement to add the issuing country to the Territory.
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3. Ownership of Marks. Licensee recognizes Licensor's ownership of the
Licensed Trademark and the goodwill associated with it and covenants it will
make no claim which is adverse to Licensor's right, title or interest therein
unless Licensor purports to terminate this agreement. All use by Licensee of the
Licensed Trademarks shall inure to Licensor's benefit, and Licensee will make no
use thereof except as permitted by this agreement.
4. Trademark Notice. Licensee covenants that it will cause to appear on
all Licensed Products, or on the labels, labelling or packaging thereof, and on
all material originating with it and used to promote the sale of Licensed
Products in the Territory, such trademark notices as may be required by law to
protect the Licensor's ownership of the Licensed Trademark.
5. Quality Control. Licensee covenants that Licensed Products
manufactured for or by it and sold in the Territory shall be of a high standard
and quality so as to reflect favorably upon the business of both Licensor and
Licensee and the good will associated therewith. To effectuate the foregoing:
(a) Prior to the time that Licensee shall sell or offer for
sale, in the regular course of business, any Licensed Product in the Territory,
Licensee shall submit to Licensor, for its approval, samples thereof as well as
samples of all materials used to sell or to promote the sale of Licensed
Products including, but not limited to, labels, labelling, packaging materials,
advertising and other promotional materials. Thereafter, Licensee shall not make
any change in such Licensed Product or in such materials used to sell or promote
the sale of Licensed Products without first submitting such changes to Licensor
and obtaining its approval.
(b) Licensor shall have the right, at all times and upon
reasonable advance notice to Licensee, to inspect the manufacturing operations
of Licensee where Licensed Products are made, and Licensee shall submit to
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Licensor, without charge, at reasonable intervals throughout the term of this
agreement, a reasonable number of samples of Licensed Products in order that
Licensor may satisfy itself that such Licensed Products conform to the samples
thereof approved by Licensor.
(c) No approval required of Licensor under this paragraph
shall be unreasonably withheld or delayed, and any samples of a Licensed Product
or materials used to sell or promote the sale of Licensed Products which have
not been disapproved in writing within ten business days after receipt thereof
shall be deemed to have been approved.
(d) Licensee may only change the formula of any of the
Licensed Products or add Licensed Products not listed on Schedule B with
Licensor's prior written approval.
6. Royalties.
As full consideration for the license and all rights granted under this
agreement, Licensee shall pay:
(a) a Percentage Royalty in each Contract Year during the term
of this agreement equal to 7 1/2% of the Net Sales payable as provided in
paragraph 7 below as follows: 71.43% of the Percentage Royalty to Alleghany
Pharmacal Corporation, a New York corporation ("Pharmacal"), and 28.57% of such
percentage royalty to Licensor. However with respect to Net Sales in any
Amendment Countries, MEM shall be credited with Two Thousand Five Hundred
Dollars ($2,500) against any Percentage Royalty due with respect to such Net
Sales. Any sales made by Licensee to wholesale dealers or retail accounts in any
country covered by another licensing agreement or sublicensing agreement with
Licensor and/or Pharmacal for ultimate sale in the Territory shall be Net Sales
subject to the royalty payable under this agreement and not under such other
licensing agreement or sublicensing agreement;
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(b) upon execution and delivery of this Agreement, a one time
payment computed by taking the sum of three thousand five hundred ($3,500)
dollars multiplied by the number of Original Countries listed in Schedule A, and
upon execution and delivery of each amendment to this agreement adding any
Amendment Country to the Territory two thousand five hundred dollars ($2,500),
in each case payable as follows: 28.57% to Pharmacal and 71.43% to Licensor.
(c) For the purposes of this paragraph and agreement, the
countries of India, New Zealand and Trinidad and Tobago shall be defined as
Original Countries whenever they are added to the Territory.
7. Payment and Reporting of Royalties.
(a) The Percentage Royalty payable under Paragraph 6 above,
shall be paid annually within forty-five days following the last day of the
Contract Year computed on the basis of the Net Sales during such Contract Year
at the rate specified in Paragraph 6 above.
(b) Licensee shall make written reports to Licensor (with a
copy to Pharmacal) at the time each percentage royalty payment is due, showing
in detail the number, description and aggregate Net Sales during the preceding
contract year. Such written report shall be furnished to Licensor (and
Pharmacal) whether or not any Licensed Products have been sold during the period
with respect to which such report is due.
(c) Licensee also shall submit a written report to Licensor
(with a copy to Pharmacal) within thirty days after the date of any termination
of this agreement, stating the number, description and aggregate Net Sales of
all Licensed Products sold and upon which a percentage royalty not previously
reported to Licensor is payable.
8. Records. Licensee will maintain records showing the Licensed
Products sold by it under this agreement, such records to be in sufficient
detail to
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enable the royalties payable to Licensor and Pharmacal to be determined.
Licensee will also permit its books and records to be examined, from time to
time (but not more frequently than once every six months) and upon reasonable
advance notice, to the extent necessary for Licensor and Pharmacal to verify the
reports provided for in paragraph 7, such examination to be made at the expense
of the party examining the books and records, provided Licensee shall not be
obligated to retain records or permit inspection of its books with respect to
sales of Licensed Products for a period of more than two years after the date of
such sale.
9. Licensor's Representations and Warranties. Licensor represents
and warrants:
(a) The execution and delivery of this agreement and the
performance by Licensor of the transactions contemplated hereby, hove been duly
authorized by all appropriate corporate action;
(b) The grant of the rights and license hereby granted does
not and will not constitute a breach or violation of any other agreement or
understanding, written or oral, to which it is a party;
(c) Licensor is the sole owner of the Licensed Trademark, free
of any liens and encumbrances; the Licensed Trademark is valid and in force in
the Original Countries and will be in any Amendment Country upon execution of
the related amendment; the use by Licensee of the Licensed Trademark as
contemplated in this agreement will not infringe upon or violate the rights of
any other person, firm or corporation.
(d) There are no proceedings, claims or actions pending or, to
the knowledge of Licensor, threatened, relating to the Licensed Trademark;
(e) Licensor is not itself presently manufacturing in the
Territory or having manufactured on its behalf by any third party any cosmetic
product bearing the Licensed Trademark;
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(f) Licensor has no inventory of any products bearing the
Licensed Trademark in the Territory or intended for sale in the Territory;
(g) No third party has the right to ship products bearing the
Licensed Trademark into the Territory or to sell or distribute products bearing
the Licensed Trademark in the Territory; and
(h) There is no agreement or understanding, written or oral,
between Licensor and its affiliates on the one hand and Pharmacal and its
affiliates on the other hand relating to the manufacture, distribution or sale
of products bearing the Licensed Trademark in the Territory, other than an
agreement providing solely for the payments to be made to Pharmacal by Licensee
pursuant to paragraph 6 of this agreement.
10. Licensor's Covenants and Agreements. Licensor covenants and
agrees:
(a) Licensor will not, itself or through any third party,
manufacture, use, promote or sell any cosmetic product in the Territory bearing
any of the Licensed Trademark and Licensor will use its best efforts and
cooperate with Licensee to prevent any third party from doing so;
(b) Licensor will refer to Licensee any request or inquiry
received from a third party for products bearing the Licensed Trademark intended
to be exported outside the Territory; and
(c) Licensor shall indemnify Licensee and hold it harmless
from and against all claims, actions, suits and proceedings and all loss,
liability, damages, costs and expenses incurred in connection therewith
(including reasonable attorneys' fees) for which Licensee may become liable or
incur or be compelled to pay and arising out of a breach of any of the foregoing
representations and warranties. If Licensee is threatened with any claim,
action, suit or proceeding based upon an allegation that Licensor has breached
any of the
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representations and warranties set forth in paragraph 9 above, Licensee shall,
in lieu of paying any royalties or other sum due or to become due to Licensor
(including amounts to be paid to Pharmacal) under this agreement, deposit such
royalty or sum in a segregated bank account until such time as such claim,
action, suit or proceeding has been settled or finally determined, whereupon
Licensee shall deliver to Licensor (and Pharmacal) under this agreement, all
funds held in such bank account, less any amounts required to reimburse Licensee
in accordance with the indemnity provided in this subparagraph 10(c). If the
funds held in such bank account are not sufficient to fully reimburse Licensee
as herein provided, Licensee shall retain sufficient royalties to compensate
itself to the extent of such additional sums as may be required to fully
indemnify Licensee in accordance with the terms and provisions of this
subparagraph 10(e).
11. Licensee's Representations and Warranties. Licensee represents
and warrants:
(a) The execution and delivery of this agreement and the
performance by Licensee of the transactions contemplated hereby have been fully
authorized by all appropriate corporate action;
(b) The performance by Licensee of any of the terms and
conditions of this agreement on its part to be performed will not constitute a
breach or violation of any other agreement or understanding, written or oral, to
which it is a party; and
(c) The Licensed Products, and the manufacture and sale
thereof by Licensee, shall comply, in all material respects, with all applicable
laws and governmental regulations.
12. Licensee's Covenants and Agreements. Licensee covenants and
agrees:
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Licensee shall indemnify Licensor and hold it harmless from and against
all claims, actions, suits and proceedings and all loss, liability, damages,
costs and expenses incurred in connection therewith (including reasonable
attorneys' fees) for which Licensor may become liable or incur or be compelled
to pay and arising out of a breach of any of the foregoing representations and
warranties.
13. Licensee's Product Liability Insurance. Licensee covenants and
agrees that it shall, throughout the term of this agreement, obtain and keep in
full force and effect, product liability insurance with respect to the Licensed
Products manufactured or sold in the Territory with policy limits of not less
than $500,000 for each occurrence in the aggregate for bodily injury and
property damage in a combined single limit. Each such policy of insurance shall
name Licensor and Licensee as insureds, and, to the extent obtainable, will
constitute an agreement by the insurer that it will not cancel such policy
except after ten days' prior written notice to Licensor. Licensee shall deliver
to Licensor on request, a certificate of the insurer or other reasonable
evidence showing that the insurance required hereunder has been obtained and is
in full force and effect.
14. Maintenance and Protection of Licensor's Trademarks. Licensor
covenants and agrees, through the term of this agreement, not to commit any act
or otherwise impair its ownership of the Licensed Trademark so it may be used in
connection with the manufacture and sale of Licensed Products as contemplated by
this agreement. Licensor further covenants and agrees it will use its best
efforts to protect the Licensed Trademark from infringement by any other person,
firm or corporation in the Territory and in connection therewith, will prosecute
promptly and diligently all actions and proceedings which may be necessary or
appropriate. Licensee shall have the right, but not the obligation, at its own
cost and expense, to participate in all such actions and proceedings by counsel
of its choice. All sums recovered as a result of any such action or proceeding
shall,
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after the deduction of the reasonable expenses actually incurred by Licensor in
connection therewith, be divided equally between Licensor and Licensee. No
settlement of any such action or proceeding shall be made by Licensor without
obtaining Licensee's prior approval, and if Licensee should object to such
settlement, such settlement shall not be made by Licensor if Licensee assumes
the prosecution of such action or proceeding and all expenses thereof. Any sums
thereafter recovered shall be divided equally between Licensor and Licensee
after deduction of the reasonable expenses actually incurred by Licensee in
connection therewith. If Licensor fails to perform any of the covenants or
agreements set forth in this agreement, Licensee may, but shall not be obligated
to perform such covenants and agreements and deduct all costs and expenses
incurred by it in connection therewith from the payment of any royalty or other
sums which may become due and owing to Licensor (including amounts to be paid to
Pharmacal) under this agreement, and Licensor hereby appoints Licensee as its
attorney-in-fact to execute and deliver any and all documents and take any and
all action which it may deem necessary or appropriate to perform the aforesaid
covenants and agreements upon Licensor's behalf.
15. Term of License. This agreement and the license hereby granted shall
become effective immediately upon the execution and delivery hereof and the
payment of the pre-paid royalty with respect to Original Countries provided in
paragraph 6(b) of this Agreement and unless terminated as hereinafter provided,
shall be perpetual. Notwithstanding any other provisions of this agreement to
the contrary, this agreement may be terminated:
(a) By either party if the other fails punctually and faithfully to
observe and perform any of the terms, covenants and conditions on its part to be
performed under this agreement and such failure continues for a period of sixty
(60) days after notice thereof to such other party; or
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(b) By either party forthwith if the other party becomes insolvent,
makes an assignment for the benefit of creditors or commits any act amounting to
a business failure or proceedings in bankruptcy or reorganization or for an
appointment of a receiver or trustee for or over such party's property ore
instituted by or against such party in any court having jurisdiction thereof,
and such proceedings be not vacated, set aside or stayed within ninety days
thereof, or if such party attempts to extend or enter into a general compromise
of its liabilities; or
(c) By Licensee, with regard to any country in the Territory on thirty
days' written notice to Licensor, given within ten days after the end of any
Contract Year.
(d) By either party upon written notice to the other party with regard
to any country in the Territory in the event there is no commercially
significant business in Licensed Products in such country for a period of five
years.
The rights of termination as herein provided shall be in addition to all
other rights and remedies which either party may have to enforce this agreement
or to secure damages for the breach thereof, and the exercise of any right of
termination as herein provided by either party shall not relieve the other of
any of its obligations under this agreement accruing prior to the effective date
of termination, including but not limited to, the obligation to pay royalties or
to render reports with respect thereto.
16. Rights upon Termination.
(a) Upon termination of this agreement, in any part of or all of the
Territory, Licensee shall have the right to sell or otherwise dispose of any
Licensed Product and any raw materials and components relating thereto which it
may have on hand or in production on the date of such termination, provided all
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such sales or dispositions shall be completed within one year of the date of
termination. All such sales and dispositions shall be subject to the applicable
royalty and reporting provisions as herein provided. Except as required in
connection with such sales and dispositions, Licensee will in the terminated
portion of the Territory discontinue and cease using the Licensed Trademark and
cancel, as promptly as possible after termination, all promotional activities
relating thereto.
17. Status of Parties. The status of the parties under this agreement
shall be that of independent contractors and nothing herein contained shall
constitute a partnership or joint venture between them. Neither party shall have
the right to enter into any agreements on behalf of the other nor shall it
represent to any person, firm or corporation that it has such right or
authority.
18. Benefit and Assignment.
(a) This agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. No person, firm
or corporation other than the parties and their successors and permitted assigns
shall derive any rights or benefits under this agreement.
(b) Licensee may not assign this agreement without Licensor's prior
written consent. Licensor's consent shall not be withheld in the event this
agreement is assigned to a subsidiary or division of Licensee or as part of a
sale of all or substantially all of Licensee's assets.
(c) Licensor or Pharmacal may, from time to time, assign this agreement,
their rights hereunder and their portion at the royalties or any other sums at
any time due or to become due, or at any time owing or payable, by Licensee to
Licensor or Pharmacal under paragraph 6 of the provisions hereof. Any such
assignment may either be absolute or as collateral security for indebtedness of
Licensor or Pharmacal. No such assignee for collateral purposes
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shall be obligated to perform any duty, covenant or condition required to be
performed by Licensor under this agreement, and each of Licensor and Licensee,
by its execution hereof, hereby acknowledges and agrees that notwithstanding any
such assignment, each and all such covenants, agreements, representations and
warranties of Licensor shall survive any such assignment and shall be and remain
the sole liability of Licensor and of every person, firm or corporation
succeeding to all or substantially all of the business assets or good will of
Licensor. Without limiting the foregoing, each of Licensor and Licensee further
acknowledges and agrees that from and after receipt by Licensee of written
notice of assignment from Licensor or Pharmacal and its assignee;
i. If so directed in writing by Licensor or Pharmacal, all
royalties and other sums which are the subject matter of the assignment
shall be paid to the assignee thereof at the place of payment designated
in the notice; and
ii. The assignee shall have the sole right to exercise all
rights, privileges or remedies (either in its own name or in the name of
the Licensor or Pharmacal) which by the terms of this agreement or by
applicable low are permitted or provided to be exercised by Licensor or
Pharmacal. Licensee shall be entitled to rely on any notice of
assignment given by Licensor or Pharmacal and its assignee without
verifying the authority under which it is given.
19. Arbitration. All claims, controversies and disputes arising
hereunder shall be resolved and settled by arbitration in the City and County of
New York pursuant to the rules in force of the American Arbitration Association,
and judgment upon the award may be entered in any court having jurisdiction.
20. Notices. Every notice permitted or required under this agree-
ment shall be in writing, and shall be deemed duly given when mailed by
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registered or certified mail to any party at the address set forth below, until
such address is changed by the giving of notice thereof in like manner. All
payments to be made to any party under this agreement shall be made at the
addresses set forth below.
If to Licensor: Coscelebre, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Att: Xxxxx Xxxxxxx, Esq.
If to Pharmacal: Alleghany Pharmacal Corporation
000 Xxxxxxxx Xxxx.
Xxxxx Xxxx, X.X. 00000
Att: Xxxxx Xxxxxx
If to Licensee: MEM Company, Inc.
Xxxxxxxxx, Xxx Xxxxxx 00000
Att: Xxxxxx Xxxxx
21. Applicable Law. Regardless of the place of execution and delivery at
this agreement, this agreement shall be governed by and construed according to
the laws of the State of New York.
22. Waivers. The failure at either party to insist upon the strict
performance of the terms, conditions and provisions of this agreement shall not
be a waiver of future compliance or a waiver of any other provisions hereof. No
waiver of either party of any provision hereof shall be deemed to have been made
unless expressed in writing and signed by a duly authorized officer of such
party.
23. Entire Agreement. This agreement contains the entire understanding
of the parties with respect to the subject matter hereof. There are no
representations, warranties, covenants or undertakings other than those
expressly set forth herein. No modifications of any of the terms of this
agreement shall be valid unless expressed in writing and signed by a duly
authorized officer.
24. Further Documents and Actions. The parties shall execute and deliver
any and all further documents and take any and all further actions which either
of them may deem necessary or appropriate to effectuate the intents and purposes
of this agreement.
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25. Paragraph Headings. The headings of the paragraphs herein are for
the convenience of the parties only and are not to be considered part of this
agreement in construing the same.
26. Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be considered an original.
IN WITNESS HEREOF, the parties hove duly executed this agreement as of
the date first above written.
COSCELEBRE, INC.
By:/s/ Xxxxxxxx Purcles
------------------------------
MEM COMPANY, INC.
By:/s/ Xxxxxx Xxxxx
------------------------------
Executive V.P.
CONSENTED AND AGREED TO:
ALLEGHANY PHARMACAL CORPORATION
By:/s/ Xxxxx Xxxxxx
--------------------------------
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 14th day of July, 1987, before me personally came Xxxxxxxx
Purcles to me known, who being by me sworn, did depose and say that he resides
at Xx. 000 Xxxxxxx Xxx., XXX, that he is the President of Coscelebre, Inc., the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the board of directors
of said corporation, and that he signed his name thereto by like order.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 00-000-0000
Qualified in New York County
Commission Expires May 31, 0000
XXXXX XX XXX XXXX )
ss. :
COUNTY OF NEW YORK )
On the 14th day of July, 1987, before me personally came Xxxxxx Xxxxx
to me known, who being by me sworn, did depose and say that he resides at
Hanworth, New Jersey, that he is the Executive V. P. of MEM Company, Inc. the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the board of directors
of said corporation, and that he signed his name thereto by like order.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 00-000-0000
Qualified in New York County
Commission Expires May 31, 0000
XXXXX XX XXX XXXX )
ss.:
COUNTY OF NEW YORK )
On the 14th day of July, 1987, before me personally came Xxxxx Xxxxxx
to me known, who being by me duly sworn did depose and say that he resides at
No. 000 0xx Xxx., XX, XX 00000, that he is the President of Alleghany Pharmacal
Corporation, the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
board of directors of said corporation, and that he signed his name thereto by
like order.
/s/ Xxxxx X. Xxxxxxx
---------------------------
Notary Public
XXXXX X. XXXXXXX
Notary Public, State of New York
No. 00-000-0000
Qualified in New York County
Commission Expires May 31, 1988
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SCHEDULE A
----------
HEAVEN SENT REGISTRATIONS & APPLICATIONS
----------------------------------------
APP. # REG. # REG./RENEWAL
COUNTRY CLASS & DATE & DATE EXP. DATE
------- ----- ------ ------ -------------
(R) = Renewal in process
CHILE 3 308983
7/9/45 5/23/96
COLOMBIA 3 17949
5/25/45 5/25/85(R)
COSTA RICA 6 10336 8/27/87
EL SALVADOR 85,86,125 14287
11/29/60 11/29/86(R)
GUATEMALA 3 16957
5/19/66 5/18/96
HONDURAS 3 15126 6/7/88
5 24973 8/1/88
INDONESIA 3 146584 6/10/90
JAPAN 4 732947 2/10/87
MEXICO 6 New Application Filed in 1986
0 NICARAGUA 7 New Application Filed in 1986
1 TRINIDAD & 48 B10814 7/25/92
TOBAGO
2 USSR 3 65937 1/8/89
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HEAVEN SENT REGISTRATIONS & APPLICATIONS
----------------------------------------
--------------------------------------------------------------------------------
APP. # REG. # REG./RENEWAL
COUNTRY CLASS & DATE & DATE EXP. DATE
--------------------------------------------------------------------------------
3 URUGUAY 10 154056 5/31/89
4 IRELAND 3 A09105
11/15/76 11/15/97
5 FRANCE 3 1179617 6/30/91
6 NEW ZEALAND 3 46611 7/8/97
7 AUSTRALIA 3 A162257 9/6/95
8 INDIA 3 Oct.'78 341392
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SCHEDULE B
Products
HEAVEN SENT
Eau de Parfum
EDP Spray (natural or fluorocarbon)
EDP Spray Flacon (natural or fluorocarbon)
EDP Spray Decanter (natural or fluorocarbon)
Bath Powder (Shaker)
Dusting Powder
Soap
Bath Oil Beads
Sachet
Pomander (ceramic container or other ceramic novelties)
