Exhibit 10.60
ASSIGNMENT OF TRADEMARK
THIS ASSIGNMENT OF TRADEMARK (this "Assignment") is made and entered
into on Feb. 14, 2001 by and among IGI, Inc., a New Jersey corporation
("IGI"), Igen, Inc., a Delaware corporation ("Igen"), Immunogenetics, Inc.,
a Delaware corporation ("Immunogentics" and, together with IGI and Igen,
the "Assignor") and Genesis Pharmaceutical, Inc., a Delaware corporation
("Assignee").
WITNESSETH
WHEREAS, Assignor has developed, adopted and/or owns valuable rights
in that certain trademark for any and all goods and services related
thereto, both registered and unregistered relating, as more fully described
in Schedule A attached hereto and made a part hereof (the "Trademark"); and
WHEREAS, Assignor and Assignee have entered into that certain
Manufacturing and Supply Agreement, dated as of Feb. 14, 2001 (the "Supply
Agreement"); and
WHEREAS, pursuant to the Supply Agreement and in connection with the
transactions contemplated therein, Assignor has agreed to convey to
Assignee all of Assignor's rights in the Trademark; and
WHEREAS, Assignee is desirous of acquiring the Trademark;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally
bound hereby, Assignor and Assignee agree as follows:
1. Assignor hereby sells, transfers, assigns, releases and sets
over to Assignee, effective as of Feb. 14, 2001, all of Assignor's right,
title and interest in and to the Trademark and the registration thereof,
and in and to (i) the goodwill of the business in connection with which the
Trademark is used, including, but not limited to, all formulas, know-how
and data necessary to manufacture the Products (as defined in that certain
Manufacturing and Supply Agreement, dated Feb. 14, 2001 by and among
Assignor and Assignee), which Products are to bear the Trademark, and (ii)
all rights and privileges pertaining to the Trademark, including, without
limitation, the right to xxx for and retain the proceeds of previous
infringements thereof, TO HAVE AND TO HOLD the same unto Assignee, its
successors and assigns, from and after the effective date hereof.
2. Assignor represents and warrants that it has good title to said
Trademark and that it has not assigned, conveyed, transferred, sold,
encumbered, licensed or failed to maintain any rights under said Trademark.
3. At the further request of Assignee, Assignor shall cooperate
with Assignee and execute all further necessary documents prepared by
Assignee for recording transfer of title to Assignee in said Trademark.
4. Assignor agrees that neither it, nor its assignees,
subsidiaries, stockholders, directors, officers, employees or agents will
hereafter adopt or use any trademark or name similar to the Trademark or
which tends to dilute their distinctiveness.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Assignor has caused this Assignment to be
executed by its duly authorized representatives in conformity with the
bylaws of said Assignor, effective as of the date set forth above.
"ASSIGNORS"
IGI, INC. IGEN, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: President and Chief Title: President
Operating Officer
IMMUNOGENETICS, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
Receipt Acknowledged:
"ASSIGNEE"
GENESIS PHARMACEUTICAL, INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chairman, Chief
Executive Officer
SCHEDULE A
to
Assignment of Trademarks
Registration Registration
Trademark No. Date
-------------------------------------------------------------------
WELLSKIN 2217752 January 12, 1999
-------------------------------------------------------------------
