APPENDIX 11 - TRADEMARK ASSIGNMENT AGREEMENTIP Intellectual Property License Assignment Agreement |
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EXHIBIT
10.3
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK
(***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
APPENDIX 11 - TRADEMARK
ASSIGNMENT AGREEMENT
TRADEMARK
ASSIGNMENT
THIS TRADEMARK ASSIGNMENT is
made on this 17th day of March 2006, by
and between Ipsen Ltd., a company organized and existing under the laws of
England, with registered offices located at 190 Bath Road, Slough, Berkshire
SL1
3XE, United Kingdom ("Assignor"), and Aesthetica Ltd., a Bermuda
corporation, a
wholly owned subsidiary of Medicis Pharmaceutical Corporation, a Delaware
corporation, located at 8125 North Hayden Road, Scottsdale, Arizona 85258,
United States of America ("Assignee").
WHEREAS, Assignor owns all
right, title, and interest in and to the
trademark RELOXIN throughout the world, including all translations and
localizations of the word RELOXIN and including those registrations and
applications for registration listed on the attached Schedule "A",
and all
common law rights therein, together with all goodwill associated with said
trademarks and with the portion of the business to which the marks pertain as
required by 15 U.S.C. 1060 (collectively, the "Trademarks"); and
WHEREAS, in connection with
that certain Development and
Distribution Agreement of even date (the "DDA"), and in consideration
of the
payments from Assignee to Assignor thereunder, Assignor has agreed to assign,
and Assignee has agreed to acquire, all of Assignor's right, title and interest
in and to the Trademarks, together with all rights, demands, claims, actions,
or
causes of action of Assignor for misappropriation, infringement or dilution,
against third parties relating thereto;
NOW, THEREFORE, Effective as
of the Effective Date (as defined in
the DDA) for $*** and other good and valuable considerat







