EXHIBIT 10.83
TERMINATION AND RELEASE
OF
TRADEMARK SECURITY AGREEMENT
TERMINATION AND RELEASE OF TRADEMARK SECURITY AGREEMENT, dated as of
May 31, 2002, by and between American Capital Strategies, Ltd., a Delaware
corporation, with offices at Two Bethesda Center-14th Floor, Bethesda,
Maryland 20814, (the "Lender"), under the Trademark Agreement (as defined
herein) and IGI, INC., a Delaware corporation, having its principal place
of business at 105 Lincoln Avenue, Buena, New Jersey 08310 (the "Company").
WHEREAS, pursuant to the terms of (i) the Note and Equity Purchase
Agreement, dated October 29, 1999 between the Company, IGEN, Inc.,
ImmunoGenetics, Inc. and Blood Cells, Inc. (collectively, the "Borrowers")
and the Lender, as amended and in effect from time to time, (the "Purchase
Agreement"), and (ii) the Trademark Security Agreement (the "Trademark
Agreement"), dated as of October 29, 1999, between the Company and the
Lender, as amended and in effect from time to time, and recorded with the
U.S. Patent and Trademark Office on April 26, 2000 at (Trademark Reel
002059 and Frame 0506), the Company granted to the Lender a security
interest in and lien on, and collaterally assigned to the Lender all of its
trademarks, trademark registrations and associated goodwill, including,
without limitation, the trademarks identified on Schedule A attached hereto
(such trademarks referred to herein as the "Named Trademarks"); and
WHEREAS, the Lender has agreed to terminate and release its security
interest and all of its right, title and interest in each of the Named
Trademarks as herein provided;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Lender and the Company
hereby agree as follows:
1. Release and Assignment. The Lender hereby terminates and
releases its security interest in and lien on all of the Company's Named
Trademarks, and the Lender hereby assigns and transfers to the Company,
without recourse, all of the Lender's right, title and interest in and to
each of the Named Trademarks and the related trademark registrations and
goodwill, effective as of the date set forth above.
2. Acknowledgment and Acceptance. The Company hereby acknowledges
and accepts the foregoing release and assignment by the Lender.
3. Counterparts. This Release may be executed in any number of
counterparts which shall together constitute one and the same agreement.
IN WITNESS WHEREOF, the Lender and the Company have executed this
Release, to take effect as of the date first set forth above.
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ Ira J. Wagner
-------------------------------
Name: Ira J. Wagner
Title: EVP & COO
Accepted:
IGI, INC.
By:
--------------------------------
Name: Domenic Golato
Title: Sr. Vice President & CFO
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MARYLAND )
)ss.
COUNTY OF PRINCE GEORGES )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 31 day of May, 2002, personally appeared Ira Wagner to
me known personally, and who, being by me duly sworn, deposes and says that
he is THE COO of AMERICAN CAPITAL STRATEGIES, LTD., and that said
instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said officer acknowledged said instrument to
be the free act and deed of said corporation.
/s/ Samantha Blizzard
------------------------------------
Notary Public
My Commission Expires:
Samantha L. Blizzard
My Commission Expires On
December 1, 2002
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF MASSACHUSETTS )
)ss.
COUNTY OF )
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this day of May, 2002, personally appeared Domenic
Golato to me known personally, and who, being by me duly sworn, deposes and
says that he is a Sr. Vice President and CFO of IGI, INC., and that said
instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors, and said officer acknowledged said instrument to
be the free act and deed of said corporation.
------------------------------------
Notary Public
My Commission Expires:
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SCHEDULE A
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TRADEMARKS OF IGI, INC.
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Trademarks For Owner: IGI, INC.
Date of Report: 20NO2001
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Docket No. Current Owner Ctry Types Status Cur App Dt Curr App No Curr Reg D Curr Reg No Renewal Expires
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IMH-0067 IGI, INC. USA REGISTERED 27MY1982 366721 03SE1985 1357555 03SE2005 03SE2005
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Mark: PROTECTA-PAD (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
IMH-0068 IGI, INC. USA REGISTERED 27MY1982 73/366720 11JE1985 1339965 11JE2005 11JE2005
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Mark: NIK STOP (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
IMH-0069 IGI, INC. USA REGISTERED 27MY1982 366725 22JA1985 1315317 22JA2005 22JA2005
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Mark: METOX (PET CARE DISCONTINUED PRODUCT) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
IMH-0070 IGI, INC. USA REGISTERED 27MY1982 73/366724 08JA1985 1312930 08JA2005 08JA2005
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 3
Mark: PREEN GLEEM (PET CARE DISCONTINUED PRODUCT) Goods: BLEACHING PREPARATIONS & OTHER SUBSTANCES FOR LAUNDRY USE;
IMH-0115 IGI, INC. USA REGISTERED 02SE1970 72/369673 19OC2001 922226 19OC2011 19OC2011
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Mark: LIQUICHLOR (PET CARE DISCONTINUED PRODUCT) Goods: ANTIBIOTIC OINTMENT FOR VETERINARY USE FOR DOGS AND CATS
5