EXHIBIT 10.85
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 IMMUNOGENETICS, 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.,
IGI, 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
002056 and Frame 0510), 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 Wagner
Title: EVP & COO
Accepted:
IMMUNOGENETICS, 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 IMMUNOGENETICS, 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 IMMUNOGENETICS, INC.
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Trademarks For Owner: IMMUNOGENETICS, INC.
Date of Report: 20NO2001
**********************************************************************************************************************************
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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<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
IMH-0169 IMMUNOGENETICS, USA REGISTERED 14AU1986 614736 20OC1987 1461618 20OC2007 20OC2007
INC.
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 5
Mark: PUPPYVITE (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
IMH-0232 IMMUNOGENETICS, HONG G REGISTERED 03MY2000 08093/93 03AU2000 B03011/96 03AU2014 03AU2014
INC.
Attorney: RAL Client/Division: IMH Agent: Class & Type: IN 31
Mark: NUTRI-CAL (PET CARE TM) Goods: PHARMACEUTICAL VETERINARY & SANITARY PREPARATIONS; DIETETIC
SUBSTANCES ADAPTED
4