EXHIBIT 10.3
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK
(***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
APPENDIX 11 - TRADEMARK ASSIGNMENT AGREEMENT
TRADEMARK ASSIGNMENT
THIS TRADEMARK ASSIGNMENT is made on this 17th day of March 2006, by
and between Xxxxx Ltd., a company organized and existing under the laws of
England, with registered offices located at 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx XX0
0XX, Xxxxxx Xxxxxxx ("Assignor"), and Aesthetica Ltd., a Bermuda corporation, a
wholly owned subsidiary of Medicis Pharmaceutical Corporation, a Delaware
corporation, located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000,
Xxxxxx Xxxxxx of America ("Assignee").
WHEREAS, Assignor owns all right, title, and interest in and to the
trademark RELOXIN throughout the world, including all translations and
localizations of the word RELOXIN and including those registrations and
applications for registration listed on the attached Schedule "A", and all
common law rights therein, together with all goodwill associated with said
trademarks and with the portion of the business to which the marks pertain as
required by 15 U.S.C. 1060 (collectively, the "Trademarks"); and
WHEREAS, in connection with that certain Development and
Distribution Agreement of even date (the "DDA"), and in consideration of the
payments from Assignee to Assignor thereunder, Assignor has agreed to assign,
and Assignee has agreed to acquire, all of Assignor's right, title and interest
in and to the Trademarks, together with all rights, demands, claims, actions, or
causes of action of Assignor for misappropriation, infringement or dilution,
against third parties relating thereto;
NOW, THEREFORE, Effective as of the Effective Date (as defined in
the DDA) for $*** and other good and valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge., Assignor does hereby
assign, sell, transfer and convey to Assignee, the trademark RELOXIN throughout
the world, including those registrations and applications for registration
listed on the attached Schedule "A", in all classes of use (including those
indicated on Schedule "A"), and all common law rights therein, together with all
goodwill associated and with the portion of the business to which the marks
pertain as required by 15 U.S.C. 1060 with said Trademarks.
Assignor undertakes and agrees to execute, at the expense of the
Assignee, such further assurances as may reasonably be required in order to
permit the Assignee (or its successors and assigns) to hold and enjoy the
Trademarks assigned hereunder and to obtain recording of this Trademark
Assignment. The Parties agree to reiterate their consent to this Agreement by
confirmatory acts or contracts which might be required after the date of
execution of this Agreement to complete the necessary formalities for its
execution, particularly, the filing of the assignments of the Trade Marks and
the Trade Xxxx Applications at national and international trade xxxx agencies.
This Assignment shall be governed by New York substantive law and
may be executed in duplicate originals and may be executed in two counterparts,
and all of such counterparts taken together shall be deemed to constitute one
and the same agreement.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Trademark
Assignment to be executed by duly authorized officers as of the day and year
first above written.
XXXXX LTD.
By: /s/ Xxxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxx
Title: Chief Executive Officer
AESTHETICA LTD.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
-------------------------
Name: Xxxx X. Xxxxxxxx, Xx.
Title: President
SCHEDULE "A"
TRADE-MARKS
Serial/Application Registration
Trademark Country Status Number Number Class
---------- ------------- ---------- ------------------ ------------- -----
RELOXIN United States Registered 78267163 2920018 5
RELOXIN Australia Registered 1031310 1031310 5
RELOXIN Hong Kong Registered 300325449 300325449 5
RELOXIN Japan Registered 2004-107417 4883778 5
RELOXIN New Zealand Registered 721857 721857 5
RELOXIN Singapore Registered T0420477B T0420477B 5
RELOXIN Argentina Pending 2,556,368 5
RELOXIN Brazil Pending 826989420 5
RELOXIN Canada Pending 1225120 NA
RELOXIN China Pending 4404754 5
RELOXIN European Pending 3550878 3,5,44
Community
RELOXIN Mexico Pending 689658 5
RELOXIN Russian Pending 2004727366 0
Xxxxxxxxxx
XXXXXXX Xxxxx Xxxxx Pending 00-0000-00000 5
RELOXIN Taiwan Pending 093054832 5
