EXHIBIT 10.95
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement dated May 31, 2002 is made by and between
Vetoquinol U.S.A., Inc. ("Buyer") and IGI, Inc. ("Seller").
W I T N E S S E T H:
WHEREAS, Buyer and Seller entered into an Asset Purchase Agreement
dated February 6, 2002 (the "Purchase Agreement"); and
WHEREAS, Buyer and Seller wish to supplement the Purchase Agreement
as hereinafter set forth;
NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller, intending to
be legally bound do hereby agree as follows:
1. Definitions. Capitalized terms used herein which are not otherwise
defined shall have their respective meanings as set forth in the Purchase
Agreement.
2. Trademark Security Agreement. On February 10, 1988, Seller, the
Subsidiaries and certain other subsidiaries or affiliates of Seller as of
such date (Seller, the Subsidiaries and the other subsidiaries/affilaites
are collectively referred to herein as the "Borrower") entered into a loan
agreement (the "Loan Agreement") with First Pennsylvania Bank N.A. (the
"Bank"). Pursuant to the Loan Agreement, Borrower and the Bank entered
into a Trademark Security Agreement, dated February 10, 1988, a copy of
which is attached hereto (the "Trademark Security Agreement"). The
Trademark Security Agreement was recorded in the United States Patent and
Trademark Office on April 29, 1988 (Reel 0600, Frame 532) and references
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various trademarks that are part of the Purchased Assets to be sold to
Buyer pursuant to the Purchase Agreement.
3. No Obligations. Seller represents and warrants to Buyer as follows:
(a) Any and all of the Borrower's obligations under the Loan
Agreement, including the principal and interest of the loan (the "Loan")
incurred thereunder, have been paid or otherwise discharged in full.
(b) Any and all security interests and liens represented by the
Trademark Security Agreement or which were granted with respect to any
assets of the Borrower under the Loan Agreement or otherwise in connection
with the transactions contemplated thereby have been fully released and
have ceased to exist.
(c) The books and records and consolidated financial statements of
Seller relating to its fiscal years from and including 1994 to the present
reflect no amounts owing on account of the Loan or otherwise under or on
account of the Loan Agreement or Trademark Security Agreement.
4. Retained Liabilities. It is agreed that any and all liabilities,
obligations, claims, demands, expenses or responsibilities of Borrower
relating directly or indirectly to the Trademark Security Agreement, the
Loan and/or the Loan Agreement and the transactions contemplated thereby
constitute Retained Liabilities.
5. Further Assurances. Promptly following the Closing, Seller shall at
its expense use its best efforts to cause the Trademark Security Agreement
to be removed of record from the files of the United States Patent and
Trademark Office insofar as it relates to any of the Purchased Assets.
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6. Laxatone. Seller agrees, at its expense, to file the the necessary
documents with the United States Patent and Trademark Office to renew
Registration No. 1135477 for the Xxxx Laxatone.
IN WITNESS WHEREOF, the undersigned have caused this Supplemental
Agreement to be signed and delivered this 31st day of May, 2002.
IGI, Inc.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Sr. Vice President & CFO
Vetoquinol U.S.A., Inc.
By: /s/Xxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxxx
Vice President
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