EXHIBIT 10.11(b)
TRADEMARK ASSIGNMENT
This Assignment is effective as of the 5th day of November,
1997, by and between I.C. Xxxxxx, X.X., a Delaware Limited Partnership with its
principal place of business at 0000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
("Assignor") and Ambra Inc., a Delaware corporation with its principal place of
business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor is the owner of certain trademarks outside of the United
States of America except Mexico constituting or containing the word BOSS and the
Stylized B, including common law rights and rights in trademark registrations
and applications for registration outside the United States of America except
Mexico listed on the "Schedule of Trademarks" attached hereto, together with the
good will of the business outside the United States of America except Mexico
associated therewith (the "Trademarks");
WHEREAS Assignee desires to acquire all right, title and interest of
Assignor in and to the Trademarks;
NOW, THEREFORE, to All Whom It May Concern, be it known that for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignor does hereby sell, assign, transfer and set over, to
Assignee, its successors and assigns forever, its entire right, title and
interest in and to the Trademarks, the same to be held and enjoyed by Assignee
for its own use and enjoyment, and for the use and enjoyment of its successors,
assigns or other legal representatives forever, as fully and entirely as the
same would have been held and enjoyed by Assignor had the assignment and sale
set forth herein not been made.
IN TESTIMONY WHEREOF, Assignor has caused these presents to be signed by
its officer thereunto duly authorized, and its corporate seal to be hereto
affixed.
I.C. Xxxxxx & Company L.P.,
a Delaware Limited Partnership
By: I.G. Design, Inc., a Delaware
Corporation, Its General Partner
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman and Co-Chief Executive
Officer
By: /s/ Xxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxx X. Xxxx
Title: President and Co-Chief Executive
Officer
COUNTY OF NEW YORK :
:ss:
STATE OF NEW YORK :
On this 5th day of November, 1997, before me personally appeared Xxxxxx
X. Xxxxx and Xxxxxx X. Xxxx, to me personally known, who, being duty sworn,
did say that that they are the Chairman and Co-Chief Executive Officer and
President and Co-Chief Executive Officer, respectively, of I.G. Design, Inc.,
a Delaware corporation, which is the General Partner of I.C. Xxxxxx & Company
L.P., a Delaware Limited Partnership, and that the foregoing instrument was
signed and sealed on behalf of the Limited Partnership by authority of its
General Partner, and that they acknowledge such instrument to be the free
deed and act of said Limited Partnership for the purposes therein set forth
and intending that this instrument be recorded.
/s/ Xxxx Xxxxxxxxx
----------------------
Notary Public
[Notary Seal]
-2-
SCHEDULE OF TRADEMARKS
I.C. Xxxxxx & Co., L.P.'s BOSS
Non-U.S. Trademark Applications/Registrations
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TRADEMARK REGT/APP NO. GOODS* COUNTRY STATUS
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BOSS AMERICA 643416 clothing Italy registered
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BOSS AMERICA 643416 sporting goods Italy registered
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BOSS AMERICA 330801/1992 apparatus, instruments Japan pending
and machines
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BOSS AMERICA 330803/1992 furniture Japan pending
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BOSS AMERICA 330804/1992 clothing Japan pending
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BOSS AMERICA 330805/1992 head ornaments Japan pending
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* For ease of reference the description of goods in this chart is
generalized.
