EXHIBIT 10.1
FIRST AMENDED AND RESTATED
MASTER TRADEMARK LICENSE AGREEMENT BETWEEN
SIGNAL INVESTMENT & MANAGEMENT COMPANY
AND CHATTEM, INC.
(As amended and Restated Effective June 30, 1992)
This First Amended and Restated Master Trademark License Agreement is
made and entered into by and between Signal Investment & Management Co., a
Delaware corporation ("Signal"), having its principal place of business at
Suite 1300, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and Chattem,
Inc., a Tennessee corporation ("Chattem"), having its principal place of
business located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
effective as of June 30, 1992.
WHEREAS, Signal and Chattem are parties to that certain Trademark
License Agreement effective as of June 30, 1992, pursuant to which Signal
licenses to Chattem certain trademark rights; and
WHEREAS, Signal and Chattem are parties to that certain License
Agreement dated May 12, 1994, pursuant to which Signal licenses certain
BENZODENT-Registered Trademark- trademark rights to Chattem; and
WHEREAS, Signal and Chattem are parties to that certain Sublicense
Agreement dated June 17, 1994, pursuant to which Signal sublicenses certain
pHisoderm-Registered Trademark- trademark rights to Chattem; and
WHEREAS, Signal and Chattem desire to merge all of the aforementioned
agreements relating to the licensing and sublicensing of trademark rights
between the parties together under this Master Trademark License Agreement
effective as of the dates of the respective prior agreements; and
WHEREAS, Signal and Chattem desire to set forth a framework in this
Master Trademark License Agreement under which the licensing and sublicensing
of all future trademark rights from Signal to Chattem will be controlled,
such licensing to take effect immediately upon the date of Signal's future
adoption, acquisition or licensing of such trademark rights; and
WHEREAS, Signal and Chattem desire to confirm their agreements relating
to the licensing and sublicensing of such trademark rights and to supersede,
replace and restate such prior licensing and sublicensing agreements
currently in effect between the parties;
NOW, THEREFORE, in consideration of the premises and covenants herein,
and in further consideration of the mutual benefits to the parties, the
parties hereby covenant and agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:
"Agreement": this Master Trademark License Agreement, as amended,
supplemented or otherwise modified from time to time.
"Default": any of the events specified in Section 3.1, provided any
requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.
"Effective Date": shall mean June 30, 1992.
"FDA Requirements": shall mean any requirements of the Federal Food,
Drug and Cosmetic Act, as amended, and any rules or regulations promulgated
thereunder which are or may be applicable to the manufacture, sale, labeling
or distribution of the Products.
"Governmental Authority": any nation or government, any state or
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"Licensed Assets": shall mean the Trademarks, the Trade Dress and the
Product Standards.
"Licensee": Chattem, Inc., a Tennessee corporation.
"Licensor": Signal Investment & Management Co., a Delaware corporation.
"Net Sales": shall mean sales of the Products at the invoiced price
after deduction of (a) all trade and promotional discounts and allowances;
(b) allowance for credits for returns; and (c) sales taxes and/or freight
charges, if any, included in the invoice.
"Person": An individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or entity of whatever
nature.
"Products": shall mean all products sold in any jurisdiction under any
of the Trademarks.
2
"Product Standards": shall mean the formulas, specifications and
manufacturing procedures provided to the Licensee by the Licensor as the same
shall hereinafter be amended from time to time with the consent and approval
of the Licensor.
"Subsidiary": as to any Person, a corporation, partnership or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership,
limited liability company or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Licensee other
than the undersigned.
"Termination Date": shall mean the date on which this Agreement shall
terminate pursuant to Section 2.2 hereof.
"Trademarks": shall mean and collectively include all trademarks,
trademark registrations, applications for trademark registration, and
goodwill associated with all trademarks presently owned, licensed or
hereafter adopted, acquired or licensed by Licensor, including, but not
limited to all trademarks identified on Schedule 1 hereto as the same may
hereinafter be amended from time to time.
"Trade Dress": shall mean the existing trade dress of the Products as
the same may hereinafter be modified from time to time with the consent and
approval of the Licensor.
1.2 Other Definitional Provisions.
(a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any other document
and/or certificate delivered pursuant hereto.
(b) The words "whereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole,
not to any particular provision of this Agreement, and Section, Subsection
and Schedule references are to this Agreement unless otherwise specified.
(c) The meanings given to the terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2.1 Grant of License. Subject to the terms and conditions herein set
forth, Licensor hereby grants to Licensee the exclusive right and license in
each jurisdiction where a Trademark is registered, with the right to grant
sublicenses to other Subsidiaries:
3
(a) To produce, have produced, process or otherwise manufacture, and to
use, sell and distribute the Products in accordance with the Product
Standards;
(b) To use any one or more of the Trademarks, alone or in conjunction
with any other trademarks or trade names of Licensee of any of its
Subsidiaries, on any Products which are sold by Licensee or by any of its
sublicensed Subsidiaries under the provisions of this Agreement;
(c) To the extent permitted pursuant to the provisions of Section 6.1
hereof, to bring and prosecute a suit or suits against any party (i) to
preclude the unauthorized use of any of the Trademarks or any confusingly
similar trademarks, and (ii) to preclude the unauthorized disclosure or use
of any of the Product Standards.
(d) To the extent permitted pursuant to provisions of Section 6.1
hereof, to defend any settle, at Licensee's expense, infringement suits
brought by others based upon the use or prospective use by Licensee and/or
its affiliates of any of the Trademarks.
(e) To grant sublicenses to its Subsidiaries, provided such sublicenses
are expressly made subject to all the terms and conditions of this Agreement,
and, if applicable, the terms and conditions of any license to Licensor.
2.2 Term. This Agreement shall commence on the effective date unless
sooner terminated pursuant to Section 3.1 hereof, and shall continue
thereafter for a period of five (5) years through and including June 30, 1997
(the "Initial Term") and for successive renewal terms of five (5) years each
(individually or collectively, a "Renewal Term") unless the Licensor or
Licensee shall give written notice of cancellation pursuant to the notice
provisions of Section II.1(f) hereof to the other party at least ninety (90)
days prior to the end Initial Term or the Renewal Term then ending, as the
case may be.
3.1 Defaults. This Agreement may be terminated by the Licensor at any
time upon the occurrence of one or more of the following Defaults:
(a) Licensee or any of its sublicensed Subsidiaries shall materially
breach any of the terms, conditions or agreements contained in this Agreement
which are required to be kept, observed or performed by Licensee or its
Subsidiaries if such Licensee or Subsidiary fails to cure such breach within
thirty (30) days of written notice thereof giving reasonably full particulars.
(b) Licensee or any of its sublicensed Subsidiaries shall become
insolvent or shall suspend business, or shall file a voluntary petition or an
answer admitting the jurisdiction of the Court and the material allegations
of, or shall consent to, an involuntary petition pursuant to or purporting to
be pursuant to any bankruptcy, reorganization or insolvency law of any
jurisdiction.
4.1 Royalty. Licensee and its sublicensed Subsidiaries shall pay to
Licensor a five percent (5%) royalty on Net Sales of all Products sold under
the Trademarks (the "Royalty"). The
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Royalty shall be payable quarterly within forty-five (45) days of the end of
each of the Licensee's fiscal quarters.
4.2 Sales by Subsidiaries. In the event that Licensee grants a
sublicense to any Subsidiary, Licensee agrees to pay the five percent (5%)
royalty due under Section 4.1 on all Net Sales of Products by such Subsidiary.
4.3 When Sales Made. For purposes of this Agreement, Products sold by
Licensee or by any sublicensed Subsidiary shall be considered sold when
invoiced, or if not invoiced, when delivered, shipped or mailed, or when paid
for, if paid for before delivery. No royalty shall be due and payable
hereunder in connection with any inter-company sale between the Licensee and
any sublicensed Subsidiary. Royalties paid on Products not accepted by the
customer and/or returned to Licensee or its Subsidiary shall be credited
against and deducted from future royalties, provided, however, that if such
returned Products are subsequently resold by Licensee or its Subsidiary,
Royalties shall then be paid thereon.
4.4 Payments. Unless otherwise mutually agreed in writing, on or before
the forty-fifth (45th) day following the end of each of Licensee's fiscal
quarters, Licensee will pay to Licensor the Royalty applicable to sales
during such quarter. All Royalty payments hereunder shall be made in United
States currency.
5.1 Records. Licensee, on behalf of itself and its sublicensed
Subsidiaries, agrees to keep adequate and complete records showing all sales
of Products sold under the Trademarks. Such records shall include all
information necessary to verify the total amount of Net Sales and the
royalties due hereunder and Licensee shall make such records available to
Licensor at its offices in Wilmington, Delaware upon reasonable notice during
reasonable business hours to the extent necessary to verify the amount
thereof.
5.2 Reports. Within forty-five (45) days of the last day of the
Licensee's fiscal quarters, Licensee shall furnish to Licensor a written
report, signed by an authorized representative of the Licensee, showing (a)
the total Net Sales of all Products during such fiscal quarter; and (b) the
total amount of royalties due the Licensor hereunder.
6.1 Infringement.
(a) If Licensee discovers third-parties infringing any enforceable
rights contained in the Licensed Assets, Licensee shall notify Licensor
promptly thereof. In the event that Licensee, at its discretion elects to
initiate and prosecute any such suit or suits pursuant to the rights granted
to Licensee in accordance with the provisions of Section 2.1(c) hereof, then
(i) all expenses incurred in such legal action shall be borne by Licensee and
all damages and costs that may be recovered or may be assessed as a result of
such suit or suits shall inure to Licensee; and (ii) Licensee shall have the
right to join Licensor as a nominal party plaintiff in any such suit or
suits, and the Licensor agrees
5
to sign all papers and perform all acts which Licensee may reasonable request
to enable Licensee to enforce such rights.
(b) In the event Licensee notifies Licensor that it will not initiate
and/or, if initiated, will not prosecute such suit or suits against
third-party infringers, then Licensor shall have the right to initiate and/or
prosecute such suit or suits to protect the Licensor's interest in the
Licensed Assets. Whenever Licensor exercises its rights under this Section
6.1(b), then all expenses incurred in such legal action shall be borne by
Licensor and all damages and costs that may be recovered or may be assessed
as a result of such suit or suits shall inure to the Licensor.
(c) Whenever Licensor or Licensee discovers that a third-party has filed
an application for trademark registration in any country and/or has been
granted a trademark registration for any trademark which is confusingly
similar to any of the Trademarks, then Licensor and Licensee shall promptly
exchange information concerning such application and/or registration and
either Licensor or Licensee may, at its sole discretion and at its own
expense, bring and prosecute an appropriate proceeding under the trademark
laws in the jurisdiction in question to oppose such application and/or to
cancel such registration. Licensee shall have the right to join Licensor as
an opposer or petitioner in any such opposition and/or cancellation
proceedings, and Licensor agrees to sign all papers and perform all acts
which Licensee may reasonably request to enable Licensee to oppose such
application and/or to cancel such registration.
(d) In the event that any third-party claims that one or more of the
Trademarks or other Licensed Assets infringe any trademark or other right of
such party, Licensee shall have the right, at its option, to contest and
defend such claim. If Licensee declines to contest or defend such claim,
Licensor shall then have the right, at its option, to defend and contest such
claim. In the event that Licensee exercises it rights to contest and defend
any claim of infringement brought by a third-party in connection with any of
the Licensed Assets, Licensee agrees that it will not settle or compromise
such claim without the prior approval and consent of the Licensor whose
approval shall not be unreasonably withheld.
7. Maintenance of Product Quality. Licensee hereby agrees that all
products sold in connection with the Trademarks shall fully comply with (i)
all FDA Requirements (ii) all other legal requirements imposed by any other
Governmental Authority, and (iii) the applicable Product Standards. Licensee
further agrees to furnish to Licensor at its offices in Wilmington, Delaware
with such samples of its and any sublicensed Subsidiary's Products sold under
the Trademarks, as may be reasonably required by Licensor for examination and
testing, to verify compliance by Licensee and its sublicensed Subsidiary with
the Product Standards. Licensee further agrees on behalf of itself and its
affiliates to fully cooperate with Licensor and meet all Licensor's
reasonable requests intended to facilitate Licensee's compliance with its
obligations under this Section. The Product Standards may be changed only
with the consent and approval of the Licensor. As between Licensor and
Licensee, Licensee shall be fully responsible for and shall indemnify and
hold Licensor harmless against any and all products liability or negligence
claims.
6
8.1 Maintenance and Renewal of Trademark Registrations. Until the
Termination Date, Licensee agrees to maintain and/or renew, as agent for
Licensor, the federal registrations and applications for all of the
Trademarks by duly filing at the United States Patent and Trademark Office in
Washington, D.C. all papers, responses, fees, applications for renewal,
affidavits of use (and/or incontestability, if appropriate) and all other
necessary papers required for such purpose by the Trademark Laws of the
United States. Licensor agrees to execute all applications for renewal and
other documents, and to perform all other acts, which Licensee may reasonably
request in order to enable Licensee to maintain and renew such registrations
as agent for Licensor. All costs incurred by Licensor in connection with
such maintenance and renewal shall be borne by Licensee.
8.2 Continued Use. Until the Termination Date, unless otherwise agreed
by Licensor, Licensee agrees to continue to use each of the Trademarks in
accordance with applicable trademark laws and the license granted under the
provisions of this Agreement.
8.3 Confidentiality. Licensee agrees to maintain the Product Standards
as confidential and is to refrain from disclosing such information to any
third parties except as necessary in accordance with its reasonable business
judgment.
9.1 Licensor's Representations. Licensor hereby represents and warrants
to Licensee as follows:
(a) Licensor is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) Licensor has all necessary corporate power to enter into and perform
its obligations under this Agreement and, as of the effective date of this
Agreement, will have taken all necessary corporate action to authorize the
execution and consummation of this Agreement.
(c) Licensor is not in default with respect to any term or provision of
any charter, bylaw, mortgage, indenture, statute, rule or regulation
applicable to it, or with respect to any order, writ, injunction, decree,
rule or regulation of any court or administrative agency, which would
preclude the performance of its obligations under this Agreement.
(d) Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor the fulfillment of
or compliance with the terms and provisions hereof will (i) violate any
provision of law, administrative regulations or court decree applicable to
Licensor; or (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of or constitute a default under the charter or
bylaws of Licensee, or of any agreement or instrument to which Licensee is a
party or by which it is bound.
(e) Licensor has good and marketable title and rights to the Licensed
Assets and/or an appropriate license for the Licensed Assets subject only to
such liens as may exist from time
7
to time under an applicable credit or security agreement to Licensor and/or
Licensee. Licensor has no knowledge of any third-party rights which would be
infringed by the use of the Licensed Assets.
9.2 Licensee's Representations. Licensee hereby represents and warrants
to Licensor as follows:
(a) Licensee is a corporation duly organized, validly existing and in
good standing under the laws of the State of Tennessee.
(b) Licensor has all necessary corporate power to enter into and
perform its obligations under this Agreement and, as of the effective date of
this Agreement, will have taken all necessary corporate action to authorize
the execution and consummation of this Agreement.
(c) Licensor is not in default with respect to any term or provision of
any charter, bylaw, mortgage, indenture, statute, rule or regulation
applicable to it, or with respect to any order, writ, injunction, decree,
rule or regulation of any court or administrative agency, which would
preclude the performance of its obligations under this Agreement.
10.1 Sublicenses. All sublicenses extended by Licensee to any Subsidiary
regarding any of the Licensed Assets shall be made expressly subject to the
terms and conditions of this Agreement, including but not limited to an
express undertaking by such affiliate to comply with all Product Standards.
Prior to granting any such sublicense, Licensee will provide a copy of the
Product Standards to such Subsidiary. No sublicensed Subsidiary shall have
the right to grant a further sublicense without the express written approval
of the Licensor.
11.1 Miscellaneous Provisions. The following miscellaneous provisions
shall apply to this Agreement.
(a) Superseding Effect. This Agreement supersedes and replaces all prior
licensing agreements between the Licensor and the Licensee with respect to
the Trademarks and Products.
(b) Non-Waiver. No delay or omission by either party in exercising any
right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by a party on one occasion is effective
only in that instance and will not be construed as a bar or a waiver of any
right on any other occasion.
(c) Non-Assignment of Trademarks. Nothing in this Agreement shall be
deemed to constitute an assignment by Licensor of the Trademarks or any right
therein or thereto, or give Licensee or any Subsidiary or affiliate of
Licensee any interest therein, except as herein provided.
(d) Binding Effect. All terms and conditions of this Agreement shall
bind and inure to the benefit and burden of the parties hereto with respect
to successors and assigns.
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(e) Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Delaware, without giving effect
to any conflict of law provisions thereof.
(f) Notices. Any notice required or desired to be served, given or
delivered hereunder shall be in writing, and shall be deemed to have been
validly served, given or delivered (i) three (3) days after depositing in the
United States mail with postage prepaid, (ii) when sent after receipt of
confirmation if sent by telecopy or by other similar facsimile transmission,
(iii) one (1) business day after deposit with a reputable overnight courier
with all charges prepaid, or (iv) when delivered, if hand delivered by
messenger, all of which shall be properly addressed to the parties to be
notified and sent to the address or number indicated as follows:
(i) If to Licensor at:
Signal Investment & Management Company
Xxxxx 0000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
Confirmation: (000) 000-0000
(ii) If to Licensee at:
Chattem, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxx Xxxxxx
Telecopy: (000) 000-0000
Confirmation: (000) 000-0000
or to such other address or number as each party designates to the other in
the manner herein prescribed.
(g) Entire Understanding. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof. No modifications, extensions or waivers of any of the provisions
hereof or any release or any right there under shall be valid unless the same
is in writing signed by the party to be bound thereby.
(h) Sales of Trademarks. Licensor reserves the right to sell one or more
of the Trademarks identified on Schedule 1 hereto on reasonable notice to the
Licensee and, upon such sale, Licensee's licensed rights to such Trademark
shall cease and terminate.
9
(i) Licensing of Trademarks to Third Parties. Upon the prior consent of
Licensee, Licensor may license one or more of the Trademarks identified on
Schedule I hereto to a third party and, upon such licensing, Licensee's
licensed rights to such Trademark shall cease and terminate.
(j) Consent to Collateral Assignment. The parties hereby acknowledge
that Licensee has assigned or may assign its right, title and interest under
this Agreement as security for financing provided to Licensee by one or more
lenders. Nothwithstanding any other provisions contained in this Agreement,
the Licensor consents to the collateral assignment of this Agreement to such
lenders or their agents, for the benefit of the lenders. Unless and until
such lenders give notice to the undersigned of their intention to succeed to
the rights of Licensee under the Agreement, the lenders shall not be
obligated to perform any of the obligations of Licensee under the Agreement.
(k) Headings. The headings of this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction and
interpretation of this Agreement.
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IN WITNESS WHEREOF, Licensor and Licensee have caused this
Agreement to be signed in Wilmington, Delaware, effective as of June 30, 1992.
SIGNAL INVESTMENT & MANAGEMENT CO.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, President
CHATTEM, INC.
By: /s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, President
11
SCHEDULE I
LICENSED TRADEMARKS
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
AMPHIBIOUS XXXXXXX Xxxxxxxxxx 00000 11/12/2002
AMPHIBIOUS FORMULA Canada 332,073 09/18/2002
AMPHIBIOUS XXXXXXX Xxxxxxx 000000 11/05/2002
XXXXXXXXXX XXXXXXX Xxxxxx 000000 12/09/2002
AMPHIBIOUS XXXXXXX Xxxxx 00000 11/08/2002
BRONZ SILK United Kingdom Ser.#1,523,350
BULLFROG Brazil
XXXXXXXX Xxxxxxxxxx 00000 11/12/2002
BULLFROG Canada 332,935 10/09/2002
BULLFROG Chile
XXXXXXXX Xxxxxxx 000000 11/05/2002
XXXXXXXX Xxxxxx 000000 12/09/2002
XXXXXXXX Xxxxxx 000000 12/30/2001
BULLFROG Peru 102006 03/05/2003
XXXXXXXX Xxxxx 00000 11/08/2002
BULLFROG (Design Only) Xxxxxx Xxxxxx 0000000 04/13/2003
CARDUI (Calendars) United States 1,738,319 12/08/2007
CHATTEM Uruguay 267255 07/03/2005
CHATTEM, INC. Hong Kong 831 of 1979 12/14/1999
CORN SILK Australia A208,545 06/03/2002
CORN SILK Benelux 011,672 03/05/2005
CORN SILK Brunei 19394 12/21/2000
CORN SILK Canada 144,355 03/11/2011
CORN SILK Chile 374,978 09/23/2001
CORN SILK China 753821 00/00/0000
XXXX XXXX Xxxxx Xxxx 36,183 R:6856 10/11/2002
CORN SILK El Salvador 241 05/24/2002
CORN SILK Great Britain 1,160,480 08/29/2002
CORN SILK Guatemala 18,987 11/14/1997
CORN SILK Honduras 40,059 06/15/2002
CORN SILK Indonesia 332,234 01/29/2004
CORN SILK Ireland 99,464 08/24/2002
1
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
CORN SILK Italy 433,426 08/23/2004
CORN SILK Japan 1,571,445 03/28/2003
CORN SILK Malaysia 93/08798 11/09/2000
CORN SILK Mexico
CORN SILK New Zealand B78,955 06/30/2001
CORN SILK Nicaragua 22,811 06/02/2000
CORN SILK Panama 25,020 07/01/2000
CORN SILK Philippines 25,031 10/07/1997
CORN SILK Singapore Ser.#77050193
CORN SILK South Africa 65/2799 07/14/2005
CORN SILK South Africa 7014734 10/22/2000
CORN SILK Spain 1797781 01/07/2004
CORN SILK Venezuela 53,774 12/05/1997
CORN SILK & DESIGN Puerto Rico 24,727 05/20/2003
CORN SILK (Words) Puerto Rico 24,726 05/20/2003
EXELLE United States 1,229,147 03/08/2003
FLEX-ALL Austria 127,693 10/31/1999
FLEX-ALL Benelux 515044 07/10/2002
FLEX-ALL Canada 374,278 10/12/2005
FLEX-ALL Denmark 0534/1991 01/25/2001
FLEX-ALL Finland 116,143 01/20/2002
FLEX-ALL France 1,542,430 07/20/1999
FLEX-ALL Greece 95,610 09/14/1999
FLEX-ALL Ireland 136135 07/21/2006
FLEX-ALL Italy 570,574 07/20/1999
FLEX-ALL Japan Ser.#54524/91
FLEX-ALL Mexico 471468 12/30/2001
FLEX-ALL Norway 146157 07/25/2001
FLEX-ALL Portugal 257,341 12/10/2002
FLEX-ALL 454[device] Spain 1,535,531 12/05/1999
FLEX-ALL 454 & Design Sweden 374890 07/21/2009
FLEX-ALL Sweden 225,489 08/02/2001
FLEX-ALL 454 & Design Switzerland 674,890 07/21/2009
FLEX-ALL United Kingdom 1,392,101 07/17/2006
FLEX-ALL 454 Germany 39504534 02/02/2005
FLEX-ALL 000 Xxxxx 1,513,531 12/05/1999
FLEXALL ICE Canada TMA 374 278 03/11/1999
FREE & FIRM Puerto Rico 22,025 04/26/1999
GO ZONE New Zealand Z17068 03/23/1999
2
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- ---------- -------------- -----------
GO-ZONE Australia
XXXX Argentina Ser.#1,953,665
XXXX Australia Ser.#590031
XXXX Bahamas 11,119 11/24/1997
XXXX Barbados 81/2822 (new) 11/29/2000
XXXX Benelux 352,798 06/05/1998
XXXX Brazil 810,808,315 04/05/1992
XXXX Canada 319,044
XXXX Chile 374,979 09/23/2001
XXXX Costa Rica 59,614 10/16/2001
XXXX Denmark 807/1979 03/23/1999
XXXX Dominican Republic 37,144 06/30/2004
XXXX Ecuador 4624-95 12/20/2005
XXXX Finland 77,509 05/05/2001
XXXX France 1,457,621 03/25/1998
XXXX Guatemala 41,967 09/30/2001
XXXX Haiti 478/62 01/23/2001
XXXX Honduras 29,800 08/03/2001
XXXX Italy Ser.#94 617 08/23/2004
XXXX Italy 433,428 08/23/2004
XXXX Jamaica 19,636 03/05/2002
XXXX Japan 2,348,136 10/30/2001
XXXX Mexico 422,990 12/30/2001
XXXX Namibia Ser.#96/1086
XXXX New Zealand B123,667 06/06/1999
XXXX Nicaragua 12.301C.C. 01/29/2001
XXXX Panama 027001 09/01/2001
XXXX Puerto Rico 23,176 11/07/2000
XXXX Scandanavia
XXXX South Africa B78/2675 06/06/1998
XXXX Spain 922,501 10/20/2000
XXXX State of Tennesse 04/06/2000
XXXX Sweden 168,193 06/21/1999
XXXX Xxxxxxxx/Tobago 11,892 03/16/2008
XXXX United Kingdom 1274157 08/09/2007
XXXX Uruguay 267256 07/03/2005
XXXX Venezuela 96,629 01/09/1996
3
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- --------------- -------------
XXXX West Germany Ser.#C27222/3WZ
XXXX (Stylized-very old) Great Britain B1,096,797 06/08/1999
XXXX (Katakana Characters) Japan 1,597,970 03/30/1993
XXXX SCRUB Peru 4365 12/24/2003
NORDIC LOOK Benelux 480,589 04/05/2000
NORDIC LOOK France 831290
NORDIC LOOK Germany 1191126 03/29/2000
NORDIC LOOK Italy 583,576 04/05/2000
NORWICH Canada UCA017,241 08/27/2002
PAMPRIN Argentina 1,206,098 08/05/1996
PAMPRIN Australia A314,192 12/21/1998
PAMPRIN Bahamas 11,118 11/24/1997
PAMPRIN Barbados 8,298 11/29/1991
PAMPRIN Benelux 350,181 12/29/1997
XXXXXXX Xxxxxxxx 000000 09/18/2006
XXXXXXX Xxxxx Xxxx 00000 05/17/1998
PAMPRIN Denmark 2186/1978 06/23/1998
PAMPRIN Xxxxxxxxx Xxxxxxxx 00000 00/00/0000
XXXXXXX Xxxxxxx 5441-90 12/20/2005
PAMPRIN El Salvador 100 07/21/2001
PAMPRIN Finland 76987 03/20/2001
PAMPRIN France 1,433,022 10/30/1997
PAMPRIN Great Britain 1,088,745 12/28/1998
PAMPRIN Guatemala 35,443 09/27/1998
PAMPRIN Haiti 476/62 01/23/1991
PAMPRIN Honduras 25,094 09/05/1998
XXXXXXX Xxxxxxx 00000 12/22/1998
PAMPRIN Italy 357,789 01/18/1998
PAMPRIN Mexico 254,691
PAMPRIN Netherland Antilles
PAMPRIN New Zealand 122,127 12/22/1998
XXXXXXX Xxxxxxxxx 0000X.X. 09/09/1998
PAMPRIN Norway 102,879 08/28/1999
PAMPRIN Panama 22,932 01/05/1999
XXXXXXX Xxxx 000000 03/05/2003
PAMPRIN Puerto Rico 21,511 07/21/1998
PAMPRIN Singapore 446/93 06/14/2003
PAMPRIN South Africa 77/5755 12/20/1997
PAMPRIN Sweden 167,905 06/01/1999
PAMPRIN Switzerland 314910
4
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
PAMPRIN Trinidad 14,470 12/07/1997
PAMPRIN Venezuela 94,884 06/20/1995
PAMPRIN West Germany 993,141 01/02/1998
PAMPRIN (Block Letters) Canada 234,475 07/20/2009
PAMPRIN (Block Letters) Honduras 25,094 09/05/1998
PREMSYN PMS (Stress xxxx over "E") France 1,253,522 12/08/2003
PREMSYN PMS (Stress xxxx over "E") Italy Ser.#94 6167 08/23/2004
PREMSYN PMS (Stress xxxx over "E") Italy 433,427 08/23/2004
PREMSYN PMS (Stress xxxx over "E") United Kingdom 1,327,285 11/18/2004
SHY (Applicator) Canada N.S.177/45151 11/27/1997
SHY (Liquid Douche) Canada TMA192,381 06/29/2003
SOLTICE Hong Kong
SOLTICE Taiwan
SOMETHING PERSONAL Canada TMA259,143 05/22/2011
SPRAY BLOND Benelux 431,162 04/29/1997
SPRAY BLOND Denmark 2330/1989 05/12/1999
SPRAY BLOND International [France] IR.548,336
SPRAY BLOND Italy 433,425 08/23/2004
SPRAY BLOND Italy Ser.#94 6170
SPRAY BLOND & Device France 1,385,650 07/29/2006
SPRAY BLOND (logo) Switzerland 374349
SUMBRELLA Australia Ser.#576225
SUMBRELLA New Zealand 217069 03/23/1999
SUMMER HIGHLIGHTS United States 1784718 07/27/2003
SUN IN Australia A235,497 01/06/2005
SUN IN Bahamas 11,120 11/24/1997
SUN IN Benelux 365,077 03/20/1990
SUN IN Bophuthatswana 69/6154 12/22/1999
SUN IN Canada 171,191 09/11/1985
SUN IN Great Britain B1,123,580 11/06/2000
SUN IN Ireland 102,340 03/14/2001
SUN IN Namibia Ser.#96/1087
SUN IN New Zealand B96253 02/24/2006
SUN IN South Africa 69/6154 12/22/1999
SUN IN Transkei 69/6154 12/22/1999
SUN IN Venezuela Ser.#009791
SUN-IN Bophuthatswana 69/6154 12/22/1999
SUN-IN Colombia Ser.#00000000
SUN-IN New Zealand B96,253 02/24/2006
5
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
SUN-IN Peru 421 06/23/2003
SUN-IN Puerto Rico 32,056 11/16/2002
SUN-IN State of Tennesse 04/06/2002
SUN-IN Venda 69/6154 12/22/1999
SUN-IN STREAKER United Kingdom B1,197,101 06/03/2004
THERA CARE Canada TMA239,954 02/15/2010
THERACARE (One Word) Great Britain 1,083,159 09/03/1998
THERACARE (One Word) Great Britain 1,083,160 09/03/1998
ULTRASWIM Brazil Ser.#819848093
ULTRASWIM Colombia Ser.#00000000
ULTRASWIM Mexico 422,987 12/30/2001
ULTRASWIM Peru Ser.#30771
ULTRASWIM (Swimmer Design) Xxxxxx Xxxxxx 0000000 03/30/2003
000 Xxxxxx Xxxxxx 1,999,980 09/10/2006
AMPHIBIOUS FORMULA United States 1,279,505 05/29/2004
BENZODENT Xxxxxxx 000000
XXXXXXXXX Xxxxxxxxx 1,213,551 11/11/1996
BENZODENT Argentina Ser.#2052012
BENZODENT Australia A123157 05/13/2007
XXXXXXXXX Xxxxxxx 00000
XXXXXXXXX Benelux 073989 11/05/2005
BENZODENT Xxxxxxxxxxxxxx 00/0000
XXXXXXXXX Xxxxxx
BENZODENT Canada UCA49940 04/24/1999
BENZODENT Chile Ser.#374.245
BENZODENT Colombia Ser.#00000000
XXXXXXXXX Xxxx 00000 04/05/2005
BENZODENT Denmark 8454/1995 12/15/2005
XXXXXXXXX Xxxxxxx 00000 12/21/2001
BENZODENT France 1517062
BENZODENT Germany 670221 04/30/2004
BENZODENT Greece 52099 01/29/2004
BENZODENT Hong Kong A1202/69
BENZODENT Iceland 458/1989
BENZODENT Ireland 57722 06/14/1997
BENZODENT Italy 683,120 05/21/2004
XXXXXXXXX Xxxxxx 00000
XXXXXXXXX Lebanon 45293
BENZODENT Mexico Ser.#289490
6
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
BENZODENT Monaco R-83,956613
BENZODENT New Zealand 56682
BENZODENT Xxxxxx 000000
XXXXXXXXX Xxxx 34940 04/10/2007
XXXXXXXXX Xxxxxxxxxxx 00000
XXXXXXXXX Portugal 152583
BENZODENT South Africa 68/5776.A
BENZODENT Sweden 174246 11/07/2000
BENZODENT Xxxxxxxxxxx 000000
XXXXXXXXX Xxxxxxxx Xx00/0000
XXXXXXXXX Xxxxxx Xxxxxxx BR742143
BENZODENT United States 595,101 09/14/2004
BENZODENT Venda 68/5776
BENZOGEL United States Ser.#74/650,485
BENZOGEL Xxxxxx Xxxxxx 0000000 00/00/0000
XXXXXXXX Xxxxxx Xxxxxx 1,279,506 05/29/2004
BULLFROG & DESIGN
(MultiClass Registration) United States Ser.#75/126427
CHATTEM, INC. LOGO
(Design Registration) United States Ser.#75/113557 10/08/1997
CHILL STICK Canada Xxx.#000000
XXXXX XXXXX Xxxxxx Xxxxxx Xxx.#00/000,000
XXXX XXXX Xxxxxx
XXXX XXXX Xxxxxx Xxxxxx 799,233 11/23/2005
CORN SILK & DESIGN United States 1,457,919 00/00/0000
XXXX XXXX
(Xxxxx Xxxxxxx & Xxxxxxx) Xxxxxx Xxxxxx 1,193,832 04/20/2002
DAY XXX Xxxxxx Xxxxxx 0,000,000 00/00/0000
XXXXXXX Xxxxxx Xxxxxx Ser.#75/125,773
FLEX-ALL United States 1,999,979 09/10/2006
FLEX-ALL 000 (Xxxxx Xxxxxxx) Xxxxxx Xxxxxx 1,569,189 12/05/1999
FLEX-ALL 454 [Stylized] United States 1,481,352 03/22/2008
FLEX-ALL OF COLORADO United States COMMONLAW
FLEX-ALL-SOUTHWEST United States COMMONLAW
FOR THE PERIOD BEFORE YOUR PERIOD United States 1,674,764 02/11/2002
GARLIQUE United States 1,972,070
GB in Seal (GOLD BOND Design) United States Ser.#75/213265
GOLD BOND Benelux 525,883 01/22/2003
GOLD BOND Brazil
GOLD BOND Bulgaria 23,523 03/26/2003
GOLD BOND Canada TMA368196 04/27/2005
GOLD BOND Chile Ser.#374,247
GOLD BOND Colombia Ser.#00000000
GOLD BOND Czech Republic 187,034 03/30/2003
GOLD BOND Ghana
GOLD BOND India Ser.#590366
7
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
GOLD BOND Indonesia 310,981 02/27/2003
GOLD BOND Israel 86,125 01/21/2000
GOLD BOND Japan Xxx.#000000/0000
XXXX XXXX Xxxxx Xxx.#00-00000
GOLD BOND Malaysia Ser.#93/00761
GOLD BOND Mexico 448,844 02/19/2003
GOLD BOND Morocco 50,654 02/19/2013
GOLD BOND Peru 35150 04/21/2007
GOLD BOND Singapore Ser.#S/1856/93
GOLD BOND Xxxxxx Xxxxxxxx 000,000 00/00/0000
XXXX XXXX Xxxxx 1,745,203 00/00/0000
XXXX XXXX Xxxxxx Xxxx Xxxxxxxx Ser.#8458
GOLD BOND United Kingdom 1,422,292 04/18/2007
GOLD BOND United States 1,209,453 09/21/2002
GOLD BOND Venezuela Ser.#1233-95
GOLD BOND (Stylized) United States Ser.#75/217,379
GOLD BOND (Border Design) United States Ser.#75/213266
HERPECIN-L Benelux 536,533 09/14/2003
HERPECIN-L Canada 320,789 11/21/2001
HERPECIN-L France 1,317,148 07/16/2005
HERPECIN-L Italy 465,797 10/31/2005
HERPECIN-L Japan 2,423,899 06/30/2002
HERPECIN-L Portugal 233,930 11/28/2001
HERPECIN-L United States 912,472 06/08/2001
HERPESALVE Benelux 539,513 09/14/2003
HERPESALVE France 1,317,146 07/19/2005
HERPESALVE Germany 1 094 118/5 07/31/2005
HERPESALVE Italy 465,798 10/31/2005
HERPESALVE Japan 2,473,050 10/30/2002
HERPESALVE Portugal 233,931 11/28/2001
HI-THERM United States 708,677 12/02/2000
ICY HOT Bophuthatswana 77/2159 05/24/1997
ICY HOT Canada TMA409013 03/05/2008
ICY HOT Chile Ser.#374,246
ICY HOT El Salvador Ser.#18455-1
ICY HOT Italy 344450 05/23/2007
ICY HOT Xxxxxx 000000 10/03/2004
ICY HOT Panama 69596 09/29/2005
ICY HOT Puerto Rico
ICY HOT Singapore Ser.#B4461/93 06/14/2000
ICY HOT South Africa 77/2159 05/24/1997
ICY HOT Taiwan 161832 10/31/2001
8
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
ICY HOT Venda 77/2159 05/24/1997
ICY TO DULL THE PAIN AND
HOT TO RELAX IT AWAY United States Ser.#75/113558
ICY-HOT Argentina 1376579 03/30/2000
ICY-HOT Australia A310924 09/05/1998
ICY-HOT Barbados 6708 07/31/1999
ICY-HOT Benelux 345750 05/17/1997
ICY-HOT Bermuda 8647 10/23/1999
ICY-HOT Bolivia 36996-A 09/19/1997
ICY-HOT Brazil 770139868 02/07/2004
ICY-HOT Colombia 186677 04/09/2006
ICY-HOT Costa Rica 87581 07/20/2004
ICY-HOT Denmark VR00.611/78 02/17/1998
ICY-HOT Xxxxxxxxx Xxxxxxxx 00000 07/26/1997
ICY-HOT Dutch Antilles 10476 11/22/2007
ICY-HOT Ecuador 409.88 11/22/2002
ICY-HOT El Salvador 170/84 09/02/2000
ICY-HOT France 1,409,746 05/20/2007
ICY-HOT Greece 60897 04/05/1998
ICY-HOT Guatemala 34605/226/84 05/21/1998
ICY-HOT Haiti 74/80 10/28/1997
ICY-HOT Honduras 24388 01/17/1998
ICY-HOT Indonesia 247,234 03/04/1999
ICY-HOT Jamaica B18633 06/09/1998
ICY-HOT Malaysia M/B75961 08/11/1998
ICY-HOT Nicaragua 7766-C.C. 12/19/1997
ICY-HOT Paraguay 126,430 10/19/1997
ICY-HOT Xxxx 00000 12/15/2004
ICY-HOT Philippines 36,541 01/21/2007
ICY-HOT Spain 868743 07/17/1998
ICY-HOT Trinidad B10689 05/21/2006
ICY-HOT United States 970,575 10/16/2003
ICY-HOT Uruguay 218786 10/10/2000
ICY-HOT Venezuela 99,844-F 07/06/1997
ICYHOT Great Britain B1,078,443 05/13/1996
ICYHOT Ireland B92568 05/17/1998
ICYHOT Sarawak B17,092 05/15/1998
XXXXXX'X IQU United States 1,286,791 07/24/2004
KYLICIN Benelux 539616 09/14/2003
KYLICIN Canada 326,967 05/01/2002
KYLICIN France 1317147 07/16/2005
KYLICIN Italy 465799 10/31/2005
KYLICIN Portugal 233932 11/28/2001
KYLICIN United States 1,395,494 06/03/2006
9
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
LIP-ADE United States Ser.#74/422640 05/10/1997
LIVING WITH PAIN
(for use with ICY HOT) Xxxxxx Xxxxxx Xxx.#00/000000
XXXXXXXXX Xxxxxx Xxxxxx Ser.#74/734,613
META CINE United States 732,963 11/21/1999
MICRON United States 1,499,169 08/09/2008
XXXX United States 1,011,938 05/27/2005
XXXX FACIAL TREATMENT United States Ser.#74/571539
XXXX MOISTURIZER United States 1,290,647 08/21/2004
XXXX SPA TREATMENT United States Ser.#74/537,103
N and Design (Norwich) United States 1,765,513 04/20/2003
NORWICH Puerto Rico 6172 08/08/1996
XXXXXXX Xxxxxx Xxxxxx 0000000 11/17/2002
PAMPRIN Brazil
PAMPRIN Philippines 61832 11/10/2015
XXXXXXX Xxxxxx Xxxxxx 000,000 00/00/0000
XXXXXXX XX Xxxxxx Xxxxxx 1,499,182 08/09/2008
PAMPRIN (Stylized "A" in
decorative italics) United States 1,982,586 06/25/2006
PREMSYN PMS
(stress xxxx over "E") United States 1,471,156 01/05/2008
PREVENTIVE CLEANSING United States
PROPALMEX United States Ser.#75/007,842
QUIK GEL Xxxxxx Xxxxxx Xxx.#00/000000
XXXX XXX Xxxxxx Xxxxxx 1,951,563 01/12/2006
REJUVEX United States 1,730,604
SILKENOL United States 1,604,279 07/03/2000
SUN IN (without hyphen) United States 908,769 02/03/2001
SUN-IN Brazil
SUN-IN Chile Ser.#367,799
SUN-IN (BLOCK LETTERS) United States 1,456,006 09/08/2007
SUNRISE (Design) United States 2,006,261
SUNSOURCE United States 1,287,627
SUNSOURCE United States 1,947,948
SUNSOURCE & design United States Ser.#75/057,292
SUNSOURCE TRADITIONAL
HOMEOPATHIC MEDICINES United States COMMONLAW
T-ZONE United States Ser.#75/217,386
TADPOLE United States 1,339,919 06/11/2005
THE DAILY PRESCRIPTION FOR United States Ser.#
THE ONCE A DAY,
ALL DAY SUNSCREEN United States Ser.#
THE QUICKEST PROTECTION
UNDER THE SUN United States Ser.#75/184,903
THE ULTIMATE WATERPROOF
SUNBLOCK United States 1,996,473 08/27/2006
THERA CARE United States 1,092,610 06/06/1998
10
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- --------- ------------ -----------
TRAINER'S CHOICE United States Ser.#74/609150
WEIGHTLESS (Corn Silk) United States
WEIGHTLESS BY CORN SILK United States Ser.#
MACCEL United States Ser.#
MAXCEL United States Ser.#
-------------------------------------------------------------------------------------
INTELLECTUAL PROPERTY RIGHTS
TRADEMARKS LICENSED BY VALMONT, INC. TO
SIGNAL INVESTMENT & MANAGEMENT CO.
TRADEMARK COUNTRY REGIST NO. RENEWAL DUE
--------- --------- ------------ -----------
XXXXX Xxxxxx 000000 07/12/1998
PHISOAC Canada 118977 07/29/2005
PHISOAC (Stylized) Xxxxxx Xxxxxx 000000 06/21/2000
PHISOCARE Canada 196899 01/18/2004
PHISODAN Canada 132672 09/13/2008
PHISODAN Puerto Rico 13379 06/01/1995
PHISODAN (Stylized) Xxxxxx Xxxxxx 000000 02/11/2004
PHISODERM Canada 78/20300 03/15/2005
PHISODERM Puerto Rico 19097 09/18/1994
PHISODERM Xxxxxx Xxxxxx 000000 08/15/2004
PHISOFOAM Canada 157673 07/12/1998
PHISOLAN Canada 240802 03/07/1995
PHISOPUFF (Block) Xxxxxx Xxxxxx 0000000 09/11/2004
PHISODERM Canada
PHISOPUFF Canada
PHISODERM ADVANCE Canada
PHISODERM ADVANTAGE Canada
ADVANTAGE BY PHISODERM Canada
ADVANCE BY PHISODERM Canada
11
INTELLECTUAL PROPERTY RIGHTS
TRADEMARKS LICENSED BY ELJENN INTERNATIONAL TO
SIGNAL INVESTMENT & MANAGEMENT CO.
TRADEMARK COUNTRY REGISTRATION RENEWAL DUE
--------- ------- ------------ -----------
ULTRASWIM Argentina 1,582,406 12/14/2005
ULTRASWIM Australia A38,027 09/14/2003
ULTRASWIM Bahamas 11,284 05/09/1998
ULTRASWIM Barbados 81/2968 05/17/2001
ULTRASWIM Benelux 397,277 03/01/2004
ULTRASWIM Bermuda 10,234 05/23/2005
ULTRASWIM Canada 280,281 06/10/1998
ULTRASWIM Denmark 1694-1986 07/25/2006
ULTRASWIM Finland 96011 09/05/2006
ULTRASWIM France 1,212,873 09/14/2002
ULTRASWIM Germany 1,054,979 09/17/2002
ULTRASWIM Italy 668,401 03/30/2003
ULTRASWIM Japan 137833/87 05/31/2000
ULTRASWIM Malaysia 85/00685 02/12/2006
ULTRASWIM Netherlands Antilles 18574 01/26/2005
ULTRASWIM Norway 124,666 04/03/2006
ULTRASWIM Panama 037265 09/23/2005
ULTRASWIM Singapore 2664/84 05/17/2001
ULTRASWIM South Africa/Cisk 84/3387 04/13/1994
ULTRASWIM Sweden 200155 03/07/2006
ULTRASWIM Thailand KOR12235 06/14/2004
ULTRASWIM United Kingdom 1,181,846 TM 09/16/2003
ULTRASWIM (Block
Ltrs/Soap & Shampoo) United States 1,197,606 06/15/2002
ULTRASWIM
(Condition/Body Lotion) United States 1,681,731 04/07/2002
ULTRASWIM
(Shampoo & Conditioner) Puerto Rico 26,209 07/03/2005
ULTRASWIM (Soap) Puerto Rico 26,208 07/03/2005
ULTRASWIM
(With Dolphin Design) United States 1,471,131 01/05/2008
-----------------------------------------------------------------------------------
12
