Exhibit 10.5
Exhibit 1.01-A
to
Security Agreement
COLLATERAL ASSIGNMENT OF
TRADEMARKS, TRADEMARK APPLICATIONS,
PATENTS AND PATENT APPLICATIONS
THIS COLLATERAL ASSIGNMENT OF TRADEMARKS, TRADEMARK APPLICATIONS, PATENTS
AND PATENT APPLICATIONS is made as of June 11, 1999, by and among Xxxxxx,
Inc., a Colorado corporation, Zuellig Botanical Extracts, Inc., a Delaware
corporation, ZetaPharm, Inc., a New York corporation, Xxxxxx Drug Company,
Inc., a Delaware corporation, Xxxxxxx Laboratories, Inc., a Massachusetts
corporation (each, an "Assignor" and collectively, the "Assignors"), and
Xxxxx Fargo Bank, National Association (the "Assignee").
W I T N E S S E T H:
WHEREAS, Assignors are the owners of certain trademarks, trademark
applications, patents and patent applications listed in Exhibit A attached
to this document; and
WHEREAS, Assignors and Assignee have entered into that certain Credit
Agreement dated as of June 11, 1999 (as from time to time amended, modified
or supplemented, the "Credit Agreement"), pursuant to which, upon the
satisfaction by the Assignors of the terms and conditions contained
therein, Assignee will make loans to Assignors; and
WHEREAS, pursuant to the Credit Agreement, Assignors have agreed to grant
Assignee a security interest in all of their right, title and interest in
and to the trademarks, trademark applications, patents and patent
applications described in Exhibit A, and in and to the goodwill symbolized
by such trademarks (the "Goodwill"), as collateral security for the
Obligations as defined in the Credit Agreement; and
WHEREAS, except as noted on Exhibit A attached to this document, Assignors
are the owners of the entire right, title and interest in the trademarks,
trademark applications, patents and patent applications being assigned
hereby.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, Assignors hereby:
1. Assign, pledge and grant to Assignee, as security for the
Obligations, a security interest in and to the trademarks, trademark
applications, patents and patent applications listed in Exhibit A attached
to this document, and to the Goodwill, and a security interest in and to
all trademarks, trademark applications, Goodwill, patents and patent
applications acquired by Assignors after the date hereof.
2. Authorize and request the Commissioner of Patents and Trademarks
of the United States of America and the empowered officials of all other
governments to note in the record the existence of the security interest
granted hereunder with respect to each of the trademarks, trademark
applications, patents and patent applications listed in Exhibit A attached
to this document, and to the Goodwill, and to all trademarks, trademark
applications, Goodwill, patents and patent applications acquired by
Assignors after the date hereof.
3. Acknowledge that notices and other communications shall be in
writing and given as provided in Section 8.01 of the Credit Agreement.
Communications and notices to any Assignor shall be given to it at its
address set forth in Exhibit B attached to this document.
4. Agree upon the request of Assignee and at the expense of Assignors
to take any reasonable actions and execute any documents necessary to
effectuate this assignment and the security interest created in the
trademarks, trademark applications, patents and patent applications listed
in Exhibit A to this document.
IN WITNESS WHEREOF, Assignors have caused this Assignment to be signed
by their respective authorized officers as of the day and year first above
written.
ASSIGNEE:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
ASSIGNORS:
XXXXXX, INC.
By:
Name:
Title:
ZUELLIG BOTANTICAL EXTRACTS,
INC.
By:
Name:
Title:
ZETAPHARM, INC.
By:
Name:
Title:
XXXXXX DRUG COMPANY, INC.
By:
Name:
Title:
XXXXXXX LABORATORIES, INC.
By:
Name:
Title:
Exhibit A
to
Collateral Assignment
ISSUED PATENTS
PROCESS FOR THE ISOLATION AND PURFICATION OF ISOFLAVONES
Country Number Issue Date
US 5,679,806 10/21/1997
ARTEMISININ DIMERS WITH ANTICANCER ACTIVITY
Country Number Issue Date
New US 5,677,468 10/14/1997
CON US 5,856,351 01/05/1999
CIP US 5,840,925 11/24/1998*
*Jointly owned by Xxxxxx and Xxxxx Xxxxxxx University
HIGH PURITY CARNOSIC ACID FROM XXXXXXXX AND SAGE EXTRACTS BY PH-CONTROLLED
PRECIPITATION
Country Number Issue Date
DIV US 5,859,293 01/12/1999
PENDING PATENTS
ARTEMISININ DIMERS WITH ANTICANCER ACTIVITY
Country Number Filing Date
Australia 64058/96 06/27/1996
Canada 2,234,731 06/27/1996
European 96923582.9 06/27/1996
US 09/197,944 11/23/1998*
WIPO PCT/US96/11163 06/27/1996
WIPO PCT/US97/21777 12/01/1997*
*Jointly owned by Xxxxxx and Xxxxx Xxxxxxx University
FOODS AND BEVERAGES CONTAINING ANTHOCYANINS STABLIZED BY PLANT EXTRACTS
Country Number Filing Date
Australia 74592/96 10/21/1996
Canada 2,235,312 10/21/1996
European 96936747.3 10/21/1996
US 08/546,502 12/04/1997
WIPO PCT/US96/16799 10/21/1996
HIGH PURITY CARNOSIC ACID FROM XXXXXXXX AND SAGE EXTRACTS BY PH-CONTROLLED
PRECIPITATION
Country Number Filing Date
Australia 57248/96 05/03/1996
Canada 2,220,223 05/03/1996
European 96915486.3 05/03/1996
WIPO PCT/US96/06250 05/03/1996
HIGH PURITY BETA-CAROTENE AND PROCESS FOR OBTAINING SAME
Country Number Filing Date
US 08/864,103 05/28/1997
METHOD FOR STABILIZING CITRUS-FLAVORED COMPOSITIONS USING PLANT EXTRACTS
Country Number Filing Date
US 09/103,023 06/23/1998
WIPO PCT/US98/13002 06/23/1998
C-10 CARBON-SUBSTITUTED ARTEMISININ-LIKE TRIOXANE COMPOUNDS HAVING
ANTIMALARIAL, ANTIPROLIFERATIVE AND ANTITUMOR ACTIVITIES
Country Number Filing Date
US 09/001,242 12/30/1997*
US 09/183,693 10/30/1998*
WIPO PCT/US98/27717 12/30/1998*
*Jointly owned by Xxxxxx and Xxxxx Xxxxxxx University
COMPOSITION FOR TREATING MOTION SICKNESS
Country Number Filing Date
US To be assigned 04/20/1999
METHOD FOR THE ISOLATION OF CAFFEINE-FREE CATECHINS FROM GREEN TEA
Country Number Filing Date
US 09/226,477 01/07/1999
PROCESS FOR REMOVING IMPURITIES FROM NATURAL PRODUCT EXTRACTS
Country Number Filing Date
US 09/176,348 10/21/1998
ARTEMISININ ANALOGS HAVING ANTIMALARIAL, ANTIPROLIFERATIVE, AND ANTITUMOR
ACTIVITIES AND CHEMOSELECTIVE METHODS OF MAKING THE SAME
Country Number Filing Date
US 09/228,668 01/12/1999*
*Jointly owned by Xxxxxx and Xxxxx Xxxxxxx University
REGISTERED TRADEMARKS
XXXXXX
Country Number Registration Date
US 1,025,491 11/18/1975
XXXXXX stylized
Country Number Registration Date
US 2,002,250 09/24/1996
NATURENHANCE
Country Number Registration Date
US 2,200,848 11/03/1998
ROSEOX
Country Number Registration Date
US 2,103,416 10/07/1997
ROSEOX 660
Country Number Registration Date
US 2,105,411 10/14/1997
XXXXXXX
Country Number Registration Date
US 1,341,396 06/11/1985
XXXXXXX & STYLIZED S
Country Number Registration Date
US 1,354,603 08/13/1985
STABILENHANCE
Country Number Registration Date
US 2,107,775 10/21/1997
STYLIZED S
Country Number Registration Date
US 1,360,960 09/17/1985
TAQA
Country Number Registration Date
US 2,212,495 12/22/1998
TECHNICALLY ADVANCED QUALITY ASSURANCE TAQA
Country Number Registration Date
US 2,214,090 12/29/1998
PENDING TRADEMARKS
COLORENHANCE
Country Number Filing Date
US 75/045,859 01/19/1996
CUSTOMER CONNECTED
Country Number Filing Date
US 75/588,599 11/10/1998
DELIVERING WHAT NATURE INTENDED
Country Number Filing Date
Australia 782607 01/08/1999
Canada 1,001,411 01/07/1999
European 001037589 01/08/1999
Japan To be assigned 01/11/1999
US 75/517,018 07/10/1998
XXXXXX CERTIFIED ASSAY AND DESIGN
Country Number Filing Date
Canada 896,552 11/16/1998
US 75/485,921 05/15/1998
TT550
Country Number Filing Date
Australia 782606 01/08/1999
Canada 1,001,412 01/07/1999
European 001036656 01/07/1999
Japan To be assigned 01/11/1999
US 75/516,904 07/10/1998
Exhibit B
to
Collateral Assignment
ADDRESSES FOR NOTICE
Party Mailing Address
