EXHIBIT 10.11 AMENDMENT TO TRADEMARK LICENSE AGREEMENT THIS AMENDMENT ("Amendment") to the TRADEMARK LICENSE AGREEMENT of March 1, 2000 (the "License Agreement") is made effective this __ day of March, 2001, by and between the Procter & Gamble Company, an Ohio corporation with a place of business at One P&G Plaza, Cincinnati, Ohio 45202 and its affiliates and subsidiaries (collectively, "P&G") and CNS Inc., a Delaware corporation with its new place of business at 7615 Smetana Lane, Eden Prairie, MN 55344, ("CNS"). All capitalized terms used herein but not specifically defined shall have the meanings set forth in the License Agreement. WHEREAS P&G has previously granted a non-transferable and exclusive license to CNS to use the VICKS(R) trademark and triangle design trademark (collectively, the "Licensed Marks") on the Product listed on Schedule 2 of the License Agreement (the "Product"), in the countries listed on Schedule 3 (the "Area") and subject to the restrictions outlined in Schedule 4; and WHEREAS the parties agreed that the License Agreement and/or any of these Schedules may be amended at any time upon agreement by the parties in writing; and WHEREAS the parties desire to expand the Licensed Marks to include the trademarks Vick(R)and Wick(R); and WHEREAS the parties desire to amend the Area of the License Agreement by amending Schedule 3; NOW THEREFORE, the parties agree to amend the License Agreement as follows: THE FIRST AND SECOND "WHEREAS" CLAUSES ARE HEREBY AMENDED TO READ AS FOLLOWS: WHEREAS, P&G has the right to use and to license to others to use various VICKS, VICK and WICK trademarks and triangle design trademark which are well-known and famous marks owned and used by P&G in association with its advertising and marketing of cough and cold products; and WHEREAS, CNS recognizes the benefits to be derived from utilizing the VICKS, VICK and WICK trademarks and triangle design trademark and desires to utilize said trademarks upon and in connection with the manufacture, sale and distribution of Breathe Right nasal strips; SCHEDULE 1 IS HEREBY AMENDED TO INCLUDE THE VICK AND WICK TRADEMARKS; AN AMENDED SCHEDULE 1 IS ATTACHED. 1 SCHEDULE 3 IS HEREBY AMENDED TO INCLUDE SEVERAL NEW COUNTRIES IN SEVERAL NEW REGIONS. THE NEW COUNTRIES ARE LISTED BY REGION IN THE AMENDED SCHEDULE 3. AN AMENDED SCHEDULE 3 IS ATTACHED. Except as set forth herein, all terms of the License Agreement remain unchanged by this Amendment. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment. For THE PROCTER & GAMBLE COMPANY For CNS, INCORPORATED By: /s/ T.C. Blinn By: /s/ Kirk P. Hodgdon ---------------------------------- --------------------------------- Name: T.C. Blinn Name: Kirk P. Hodgdon Title: V.P. Global Personal Healthcare Title: V.P. Business Development Date: March 20, 2001 Date: March 15, 2001 2 AMENDED SCHEDULE 1 Vicks(R) Vicks triangle design mark Vick(R) Wick(R) 3 AMENDED SCHEDULE 3 REGIONS: COUNTRIES: North America United States Canada Puerto Rico Latin America Argentina Belize Bolivia Brazil Chile Columbia Costa Rica Ecuador French Guiana Guatemala Guyana Honduras Mexico Nicaragua Panama Paraguay Peru Suriname Uruguay Venezuela Asia/Middle East/Africa Australia Israel New Zealand South Africa 4