Exhibit
10.5
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption
Agreement (this “ Agreement ”) is made and
entered into on May 1, 2006 by and among S.C.
Johnson & Son, Inc., a Wisconsin corporation (“
SCJ ”), JohnsonDiversey, Inc., a Delaware corporation
(“ JDI ”), and Johnson Polymer, LLC, a Wisconsin
limited liability company (“ Polymer
”).
RECITALS
A. Pursuant to an Asset and Equity
Interest Purchase Agreement dated as of May 1, 2006 (the
“ Purchase Agreement ”) by and among Polymer,
JohnsonDiversey Holdings II B.V., a company organized
under the laws of the Netherlands, and BASF Aktiengesellschaft, a
company organized under the laws of Germany (“ Buyer
”), Buyer or its designated affiliate will purchase, among
other things, (1) certain assets of Polymer which are used in
the business of developing, manufacturing, and selling specialty
polymers for use in the industrial print and packaging industry,
industrial paint and coatings industry, and industrial plastics
industry and (2) the equity interests in certain subsidiaries
of Polymer and JohnsonDiversey
Holdings II B.V.
B. Pursuant to an Agreement dated
effective as of May 3, 2002 by and between SCJ, S.C. Johnson
Commercial Markets, Inc. (n/k/a JDI), and Johnson Polymer, Inc.
(n/k/a Polymer) (the “ Technology Agreement ”),
each of SCJ, JDI and Polymer has granted the other parties certain
shared license and disclosure rights relating to current and future
developed intellectual property and other technology.
C. In connection with the closing of
the transactions contemplated by the Purchase Agreement (the
“ Closing ”), the parties have requested that,
subject to the terms and conditions set forth below, Polymer be
removed as a party to the Technology Agreement, and the Technology
Agreement, as amended by this Agreement, continue in accordance
with the terms and conditions provided in this
Agreement.
NOW, THEREFORE, for such good and
valuable consideration, the receipt of which is acknowledged, the
parties hereby agree as follows:
AGREEMENTS
1. Assignment and Assumption of
Rights and Obligations .
(a) Polymer hereby assigns and
transfers to JDI, and JDI hereby assumes from Polymer, all rights
and obligations of Polymer set forth in the Technology Agreement.
SCJ hereby consents to such assignment, transfer and assumption.
SCJ acknowledges and agrees that
