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EXHIBIT 10.29
Portions of this Exhibit were omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment. Such
portions are marked by a series of asterisks.
PATENT LICENSE
PATENT AND TECHNOLOGY LICENSE AGREEMENT
This is a PATENT AND TECHNOLOGY LICENSE AGREEMENT (hereinafter referred to as
"License Agreement"), dated October 2, 2001, between The Procter & Gamble
Company, a corporation of the State of Ohio having a principal place of business
at One Procter & Gamble Plaza, Cincinnati, OH 45202, U.S.A. (hereinafter
together with its Affiliates known as "Licensor"), and Prestige Brands
International, Inc., a corporation of the State of Virginia having a principal
place of business at 26811 South Bay Drive, Suite 300, Bonita Springs, Florida
34134 (hereinafter together with its Affiliates known as "Licensee").
WHEREAS, Licensor and Licensee have entered simultaneously into an Asset
Sale and Purchase Agreement, dated as of August 27, 2001 ("Sale Agreement"), as
"Seller" and "Buyer," respectively therein, pursuant to which Buyer purchased
the Acquired Assets (as defined in the Sale Agreement); and
WHEREAS, in connection with the Sale Agreement, Licensor wishes to grant,
and Licensee wishes to accept, a license to manufacture certain household
cleaning products under certain Licensor Patents and Technology within the
Geography and in the Field of Use; and
WHEREAS, in connection with the Sale Agreement, Licensor's Affiliate and
Licensee entered into a Transitional Services Agreement, and a Transitional
Supply Agreement ("TS Agreement") as "Supplier" and "Buyer", respectively
therein, pursuant to which, among other provisions, Supplier agreed to provide
Buyer with certain technical assistance;
NOW, THEREFORE, as a condition of the sale and in consideration of the
mutual promises hereinafter set forth, and other good and valuable
consideration, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.01 GENERAL. Any capitalized term used but not defined herein will have
the meaning set forth in the Sale Agreement or the Transitional Services
Agreement or the TS Agreement, as the case may be.
1.02 "FIELD OF USE" means cleaning products which are marketed or
positioned for use only in the household and which are sold in the Retail
Business.
1.03 "LICENSED PATENT RIGHTS AND TECHNOLOGY" means the Licensor Patents and
Technology to be licensed under this Agreement.
1.04 "LICENSOR PATENTS" means the patents set forth in Schedule A of this
License Agreement and any continuation, continuation-in-part, divisional,
reissue or reexamination applications or patent granted therefrom in the
Geography.
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PATENT LICENSE
1.05 "TECHNOLOGY" means know-how and trade secrets relating to, but not
limited to, Current Formulations, manufacturing processes therefore, equivalents
thereof, and Perfume Technology.
1.06 "PERFUME TECHNOLOGY" means the formulations for perfumes which are
used in Products.
1.07 "TRANSITIONAL PERIOD" means the Transitional Period as defined in the
Transitional Supply Agreement attached as Exhibit 1.37 of the Sale Agreement.
1.08 "GEOGRAPHY" means:
(a) during the Transitional Period and continuing until October 2,
2006, only:
(i) world-wide, except for CEEMEA, for COMET(R) powder products
in the Retail Business;
(ii) the United States of America and Canada for COMET(R) liquid
spray products in the Retail Business; and
(iii) the United States of America and Canada for COMET(R) liquid
gel products in the Retail Business; and
(b) After the Transitional Period, all areas set forth in (a) and
additionally:
(i) CEEMEA for COMET(R) powder products in the Retail Business;
and
(ii) world-wide for COMET(R) powder products in the CPG Business.
1.09 "PRODUCTS" means Current Formulations of COMET(R) powder cleanser,
COMET(R) bathroom liquid spray cleaner, and COMET(R) liquid gel bleach cleaner
products, which are sold, marketed, and/or distributed under the Trademarks.
1.10 "CURRENT FORMULATIONS" means those product formulations which are
currently used in the Products and which are described on Schedule B of this
License Agreement.
ARTICLE II
LICENSE
2.01 LICENSE GRANT. Licensor hereby grants Licensee, solely in the Field of
Use, an exclusive, transferable (except to the entities, companies and their
respective Affiliates, listed on Schedule 2.01 ***), fully paid-up license
without the right to sublicense (except to an Affiliate or a contract
manufacturer of the Products directly for Licensee), under the Licensed Patent
Rights and Technology to make, have made, use, sell, and off to sell the
Products and the packaging therefore in the Geography for the Term set forth in
Section 6.01 of this Agreement. Perfume Technology is licensed for use only in
the Products, in the Field of Use within the Geography, and only in connection
with the product forms in which they are sold as of the date of this Agreement.
The Perfume Technology is not licensed for use in Asia in the Products or for
any other use in Asia.
2.02 IMPROVEMENTS AND MODIFICATIONS. No rights are granted under the
Licensed Patent Rights and Technology to any improvements of the Licensor or in
fields outside the Field
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PATENT LICENSE
of Use. Notwithstanding any of the above, no rights are or shall be granted
under any patents of Licensor other than the Licensor Patents.
ARTICLE III
PATENT MARKING/PATENT FEES/USE OF TRADE NAMES
3.01 PATENT MARKING. Licensee covenants to mark all products sold or
distributed in the United States within the scope of the licenses granted under
this License Agreement with any and all patent markings pertaining to Licensor
Patents that may be applicable to Products. Licensee shall mark all COMET(R)
Bathroom Liquid Spray Cleaner products manufactured under this License Agreement
with the statement "Made under one or more of U.S. Patents: ***" as of the
Closing Date and until the expiration date of Licensor Patents, or until
Licensee ceases practicing the subject matter described in these patents.
Licensee shall mark all COMET(R) Liquid Gel Bleach Cleaner products manufactured
under this Licenses Agreement with the statement "Made under U.S. Patent ***."
as of the Closing Date and until the expiration date of Licensor Patents, or
until Licensee ceases practicing the subject matter described in this patent.
3.02 PATENT FILING AND MAINTENANCE. Licensor shall have no obligation to
file any patent application, secure any patent, or maintain any patent in force.
The failure to do on Licensor's behalf shall not result in a refund of any
consideration paid under the Sale Agreement. In the event that Licensor decides
not to pay the maintenance fees in any country, or not to continue the
prosecution of any pending patent application relating to the Licensor Patents
in any country, Licensor will attempt in good faith to provide Licensee with
sufficient prior notice to allow Licensee to elect to continue the prosecution
or pay any applicable maintenance fees.
ARTICLE IV
INFRINGEMENT, ENFORCEMENT, INVALIDITY -
LICENSOR PATENT(S)
4.01 INFRINGEMENT, ENFORCEMENT. Licensee undertakes the obligation to
notify Licensor of infringement of Licensor Patents by third parties of which it
becomes aware. Licensor has the sole right to enforce Licensor Patents against
infringers. In no event will Licensor be obligated to exercise such right. In
the event Licensor elects to enforce Licensor Patents, Licensee will provide
reasonable cooperation to Licensor, at Licensor's expense, to assist Licensor in
the enforcement of Licensor Patents including without limitation providing
necessary witnesses, materials and documents. Licensee does not receive rights
to enforce the Licensed Patent Rights under this License Agreement.
4.02 Licensor represents and warrants to Licensee that with respect to each
Licensor Patent in the Geography (a) Licensor is the owner of the Licensor
Patents required to grant the licenses granted herein, (b) to Licensor's
Knowledge (Knowledge being defined in the Sale Agreement), the Licensor Patents
are in good standing, (c) to Licensor's Knowledge, there are no current third
party claims in infringement in the Field of Use against Licensor based on any
Licensor Patents.
4.03 DISCLAIMER. LICENSOR AND LICENSEE MAKE NO REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED,
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PATENT LICENSE
OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 4.01 AND 4.02 HERE ABOVE AND
IN THE SALE AGREEMENT.
4.04 INVALIDITY OF LICENSOR PATENTS. In the event that any of Licensor
Patents is held by a court of competent jurisdiction to be invalid or
unenforceable, the license herein granted with respect to the invalidated
Licensor Patents will terminate. All other terms and conditions of this
Agreement will remain unchanged including, without limitation, the license
granted herein under any remaining Licensor Patents. Such a holding of
invalidity shall not result in a refund of any consideration paid under the Sale
Agreement.
ARTICLE V
CONFIDENTIALITY
5.01 In addition to the Confidential Disclosure Agreement entered into
between Licensor and Licensee on July 12, 2001, Licensee will regard as
confidential and proprietary all of the information communicated to it by the
Licensor in connection with this License Agreement and all such information
communicated will at all times continue to be the property of the Licensor.
Except as permitted by this Agreement, Licensee will not, without the prior
written consent of the Licensor, at any time (a) use such information for any
purpose other than as specifically permitted by the terms of this License
Agreement; or (b) disclose any portion of such information to any third parties,
other than contractors of Licensee who have agreed to be bound by such
confidentiality obligations. Should this License Agreement be terminated
pursuant to Article VI hereof, Licensee will return to Licensor all such
information which is in written or tangible form (including all copies,
summaries, notes, and files).
5.02 Notwithstanding the foregoing, the provisions of 5.01 hereof will not
apply to the knowledge, information, documents or materials which Licensee can
conclusively establish: (i) have entered the public domain without Licensee's
breach of any obligation owed to the Licensor; (ii) have been disclosed to the
Licensee on a non-confidential basis by a third party having a bona-fide right
to do so; (iii) are permitted to be disclosed by the prior written consent of
the Licensor; (iv) are disclosed by the Licensor to a third party without
restrictions on its disclosure; or (v) are independently developed by Licensee
without breach of this License Agreement.
ARTICLE VI
TERM, EXPIRATION AND TERMINATION
6.01 TERM AND EFFECTIVENESS OF AGREEMENT. Except as otherwise set forth in
this License Agreement, this License Agreement will become effective when
executed in conjunction with the Sale Agreement by both Parties and will endure
and remain in full force until lapse, termination or expiration of Licensor
Patents. Lapse or expiration of all of said Licensor patents shall occur at such
time as no Licensor patents remain legally enforceable as determined by a court
decision for which all appeals have been exhausted. For avoidance of doubt, it
is understood that the term of this License Agreement shall be perpetual subject
to the expiration and termination provisions expressly set forth herein.
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PATENT LICENSE
6.02 TERMINATION BY LICENSOR. This License Agreement and the licenses
herein granted may be terminated by Licensor upon 30 days written notice, if:
(a) Licensee materially breaches any term of this License Agreement and such
breach is not rectified within said 30 day period; or (b) Licensee attempts to
assign this License Agreement or the license herein granted in breach of this
License Agreement.
6.03 EFFECT OF EXPIRATION OR TERMINATION OF LICENSE AGREEMENT. Upon
termination of this License Agreement under 5.02, Licensee shall have no further
rights to Licensor Patents, except Licensee may sell any products that it has in
production, packed or distributed prior to such expiration or termination. The
obligations of confidentiality set forth in Article V shall survive termination
of this License Agreement. In the event of termination, upon notification of
Licensor's request, Licensee will return to Licensor all written materials that
were provided to Licensee by Licensor in furtherance of this Agreement,
including copies, portions, compilations, and derivations thereof. Licensee
shall retain non-exclusive rights to use the Technology. The expiration,
termination or lapse of the License Agreement shall not result in the refund of
any consideration paid under this Sale Agreement.
ARTICLE VII
ASSIGNMENT OF AGREEMENT
7.01 Except as otherwise expressly provided herein, neither this License
Agreement nor any right granted hereunder may be assigned, extended or otherwise
transferred by Licensee, without Licensor's prior written consent (which shall
not be unreasonably withheld), nor shall this License Agreement or any rights
granted hereunder inure to the benefit of any trustee in bankruptcy, receiver or
other successor of Licensee whether by operation of law or otherwise, without
the written consent of Licensor and any assignment or transfer without such
consent and approval shall be null and void. Licensee may assign this License
Agreement in whole or part to one or more of its Affiliates. Notwithstanding the
foregoing, Licensee may assign this License Agreement without Licensor's consent
in the event of a sale disposition, merger or consolidation that involves
substantially all of the assets of the Retail Business or capital stock of
Licensee.
ARTICLE VIII
NOTICES
8.01 ADDRESSES OF NOTICES. All correspondence relating to this Agreement
will be sent as follows:
LICENSOR: The Procter & Gamble Company
Acquisitions and Divestitures
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Attention: Stan Boric - Director
Fax: (513) 634-6108
with copy to: The Procter & Gamble Company
Legal Division
One Procter & Gamble Plaza
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PATENT LICENSE
Cincinnati, Ohio 45202
Attention: Secretary
Fax: (513) 983-2611
LICENSEE: Prestige Brands International, Inc.
26811 South Bay Drive, Suite 300
Bonita Springs, Florida 34134
Attention: Theodore J. Host
Fax: (914) 948-8551
with copy to: Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Attention: T. Justin Moore, III, Esq.
Fax: (804) 788-8218
8.02 PROVIDING NOTICE. All notices required or permitted under this License
Agreement will be in writing and will be deemed to be properly given when
actually received by the Person entitled to receive the notice at the addresses
stated above, or at such other addresses as Licensor or Licensee may provide by
notice to the other.
ARTICLE IX
GENERAL
9.01 WAIVER. Any waiver by either party of any rights arising under this
License Agreement, including but not limited to any waiver arising from any
breach by the other party, will not be construed as a waiver of other rights,
including but not limited to rights arising from any breach, of the same or
similar nature or other terms of this License Agreement. No waiver shall be
effective unless said waiver is provided in writing.
9.02 ENTIRE AGREEMENT. The Transaction Documents constitute the entire
agreement among the Licensor and Licensee with respect to the subject matter
hereof. In the event of any inconsistency with respect to the subject matter of
this License Agreement and other of the Transaction Documents, the Sale
Agreement will prevail.
9.03 SEVERABILITY. The illegality or partial illegality of any or all of
the License Agreement, or any provision thereof, will not affect the validity of
the remainder of such agreement, or any provision thereof, and the illegality or
partial illegality of the License Agreement or portion thereof in any
jurisdiction in which such determination of illegality or partial illegality has
not been made. In the event of invalidity or partial invalidity of this License
Agreement or a portion thereof, the parties agree to conduct good faith
negotiations directed toward mutually agreeable modifications which come as
close as legally acceptable to the original intent of the parties at the date of
Closing.
9.04 APPLICABLE LAW. This License Agreement shall be construed and governed
in accordance with the laws of the State of Ohio.
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PATENT LICENSE
IN WITNESS WHEREOF, each of the signatories hereto has caused this License
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
THE PROCTER & GAMBLE COMPANY PRESTIGE BRANDS INTERNATIONAL, INC.
BY: /s/ CLAYTON C. DALEY BY: /s/ CYNTHIA B. SATTERWHITE
-------------------- --------------------------
NAME PRINTED: Clayton C. Daley NAME PRINTED: Cynthia B. Satterwhite
TITLE: Chief Financial Officer & TITLE: Vice President & Chief Financial
Comptroller Officer
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PATENT LICENSE
SCHEDULE A
PATENTS TO BE LICENSED
COMET(R) BATHROOM LIQUID SPRAY CLEANER
***
COMET(R) LIQUID GEL BLEACH CLEANER
***
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PATENT LICENSE
SCHEDULE B
CURRENT FORMULATIONS
COMET(R) POWDER CLEANSER
Formula Card Nos. *** or equivalent thereof.
COMET(R) BATHROOM LIQUID SPRAY CLEANER
Formula Card No. *** or equivalent thereof.
COMET(R) Liquid Gel Bleach Cleaner
Formula Card No. *** or equivalent thereof.
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PATENT LICENSE
SCHEDULE 2.01
***