Exhibit 10.37
TRADEMARK
ASSIGNMENT
THIS ASSIGNMENT OF TRADEMARKS (this
“ Assignment ”) is made as of the 1
st
day of January, 2006,
by and among Westwood-Squibb Pharmaceuticals, Inc.
(“Assignor”), a subsidiary of Bristol-Myers Squibb
Company, a Delaware corporation (“Seller”), Warner
Chilcott Company, Inc., a Puerto Rican corporation (“
WCCI ”) and LEO Pharma A/S, a Danish entity (“
Assignee ”).
W I T N E S
S E T H
WHEREAS, Seller is engaged in
distributing, marketing and selling products under the trademark
Dovonex® (the “ Product ”); and
WHEREAS, Seller and WCCI have
entered into an Asset Purchase Agreement for products under the
trademark Dovonex® dated as of the 30th day of September, 2005
(the “Asset Purchase Agreement”), pursuant to which
Seller is selling or causing to be sold to WCCI, and WCCI is
purchasing and acquiring, among other things, certain assets
connected with the Product, including right, title, and interest in
and to those names and marks in the Territory (as such term is
defined in the Asset Purchase Agreement), including the
registrations and/or applications set forth on such Schedule I
annexed hereto (collectively, the
“Trademark”);
WHEREAS, WCCI and Assignee
(i) represent and warrant to Seller that (A) they have
entered into a Master Agreement dated as of April 1, 2003, as
amended (the “ Master Agreement ”), pursuant to
which WCCI has agreed to transfer to Assignee (upon acquisition
from Seller), in consideration of the rights granted to WCCI
therein, title and interest in the Trademark, and (B) such
Master Agreement remains in force and effect and will remain in
force and effect through the date of the Closing (as defined in the
Asset Purchase Agreement);
WHEREAS, in satisfaction of
WCCI’s obligations under the Master Agreement, WCCI and
Assignee have requested that Seller cause Assignor to assign its
right, title and interest in and to the Trademark to the Assignee,
as designee of WCCI, and Seller is willing to do same.
NOW, THEREFORE, in consideration of
the foregoing representations and warranties and for good and
valuable consideratio
