IPIX TRADEMARK/SERVICE MARK LICENSE AGREEMENT
This IPIX Trademark/Service Mark License Agreement
(hereinafter,
"Agreement") is entered into as of the
effective date set forth below
(hereinafter, "Effective Date") by and
between IPIX Corporation, a Delaware
corporation (hereinafter, "Licensor"), and
AdMission, Inc., a Delaware
corporation (hereinafter, "Licensee").
WHEREAS, Licensor is the owner of and has the right to use and
license
others the right to use the trade name,
trademark and service mark IPIX,
including a U.S. Trademark Application
Serial No.: 78/463,342 for "IPIX"
filed on August 6, 2004, Reg. No.:
2,462,085 for IPIX (Design) and Reg. No.:
2,261,417 for IPIX, the details of which
are attached hereto as Exhibit 1
(hereinafter referred to collectively as
the "Licensed Mark") in the United
States and other countries throughout the
world;
WHEREAS, Licensee is the purchaser of certain of the tangible
assets of
Licensor's AdMission business unit,
exclusive of any use relating to the
security, surveillance, military and/or
police fields (hereinafter,
"Security Sector") under the terms of an
agreement entitled "Asset Purchase
Agreement" by and between IPIX Corporation
as "Seller", and Licensee as the
"Buyer";
WHEREAS, Licensor is willing to license the Licensed Mark to
Licensee;
and
WHEREAS, Licensee is interested in using the Licensed Mark on the
terms
set forth herein;
NOW THEREFORE, in consideration of the mutual promises made herein
and
for good and valuable consideration,
Licensor and Licensee agree as follows:
ARTICLE I
LICENSE
1.1
Licensor hereby grants to Licensee on the terms and subject to
the
conditions of this Agreement a
non-exclusive, royalty-free license to use the
Licensed Mark for a term of eighteen (18)
months from the Effective Date
(hereinafter, "Term"); provided, however,
that Licensee shall be permitted to
use the Licensed Mark for an additional six
(6) months to phase out the use of
the Licensed Mark for IPIX AdMission
installations in existence prior to the
Effective Date of this Agreement.
1.2
Licensee agrees to use the Licensed Mark in accordance with the
IPIX Admission Usage Guidelines attached
hereto as Exhibit 2 and made part
hereof.
1.3
Licensor grants to Licensee a license to use the Licensed Mark
in
those countries or jurisdictions in which
the Licensor has registered or does
register the Licensed Mark (the
"Territory"). Nothing
herein shall be deemed to
create any obligation on the part of the
Licensor to register the Licensed Mark
in any country or jurisdiction.
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1.4
Licensor
grants to Licensee a license to use the Licensed Mark
only in connection with "Company's
Marketplace Definition." Licensee will not
conduct any business activities under the
Licensed Mark other than those sectors
and activities covered by "Company's
Marketplace Definition", and specifically
Licensee represents and warrants it will
not use the Licensed Mark in the
Security Sector. For the purposes of this
Agreement, "Company's Marketplace
Definition" shall have the meaning set
forth in the Patent Purchase and License
Agreement by and between the Licensor and
the Licensee dated as of January __,
2005.
ARTICLE II
GOODWILL
2.1
Licensee expressly recognizes and acknowledges that all use of
the
Licensed Mark and all goodwill connected
therewith shall inure to the benefit of
Licensor.
2.2
Licensee shall not use the Licensed Mark in any other countries
outside the Territory, in any other
locations, in any other manner, in
connection with any other goods and
services, or for any other purposes other
than those set forth above.
ARTICLE III
LICENSEE'S OWN MARKS
3.1
Licensee shall develop a new product name and mark to replace
IPIX
and plan for implementation of that new
name and mark prior to the expiration of
this Agreement. Licensee shall notify Licensor of
the new product name and mark
prior to its introduction and supply
Licensor with Licensee's plan for
implementation of the new name and mark
within twelve (12) months of the
Effective Date of this Agreement.
Licensee expressly
agrees it will not adopt
the trademark IPIX or any confusingly
similar name or mark as its new product
name and mark.
3.2
Licensor acknowledges it assigned all right, title and interest
in
and to the mark ADMISSION and its common
law rights, including goodwill
associated therewith, to Licensee, pursuant
to the Asset Purchase Agreement.
3.3
Licensee shall have the right to use its own marks, advertising
expressions, and signs together with the
Licensed Mark when promoting,
advertising or marketing products and/or
services covered by this Agreement, or
separately when engaging in promotion,
advertising and marketing activities for
goods and services unrelated to Company's
Marketplace Position.
The Licensed
Mark shall not be combined with marks or
other intellectual property owned by
Licensee or any third party in such a way
as to diminish the separate identity
of the Licensed Mark, except as otherwise
provided in the IPIX AdMission Usage
Guidelines.
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ARTICLE IV
QUALITY
CONTROL
4.1
In order to preserve the inherent value of the Licensed Mark,
Licensee agrees to use its best efforts to
ensure the products and services
being promoted, marketed and sold by
Licensee under the Licensed Mark pursuant
to this Agreement shall be of a quality
reasonably comparable to similar
products and services promoted, marketed
and sold by Licensor immediately prior
to the sale of assets to Licensee under the
Asset Purchase Agreement.
4.2
It is expressly understood that the quality control standards
being adhered to include compliance with
all federal, state, and local laws and
regulations in all material respects
relating to Company's Marketplace
Definition described in Section 1.4 above.
Furthermore, use of
the Licensed
Mark on goods and services shall be in a
manner that does not offend the sense
of propriety prevailing in the community in
which such products and services are
marketed.
4.3
Upon request, Licensee agrees to assist Licensor to the extent
reasonably necessary to verify Licensee's
compliance with the quality control
provisions of this Agreement so long as
such verification does not unreasonably
interfere with Licensee's regular business.
This assistance shall
include, but
shall not be limited to, reasonable review
of representative advertising and
other promotional uses of the Licensed
Mark; visits to any and all locations
where the Licensed Mark is displayed;
review of all customer complaint files;
and review of any complaints by federal,
state or local authorities.
4.4
Licensor and Licensee acknowledge that they are equally aware
of
the outstanding image, reputation and
goodwill attached to the Licensed Mark and
each share a common interest in protecting
and preserving such image, reputation
and goodwill. Licensee shall therefore exercise
its best efforts to perpetuate
said image, reputation and goodwill.
It is agreed that
Licensee shall have the
right to use the Licensed Mark in
television advertising, Internet web sites and
advertising, outside signs, inside signs,
stationery, newspaper advertising,
business cards, forms, telephone directory
listings, corporate names, flyers,
brochures, magazines, public and private
advertising and promotional purposes,
displays and any other manner of use in the
ordinary course of its business
which will not be inconsistent with the use
of identification marks by other
similar businesses, and Licensee will not
impair unreasonably the image,
reputation and goodwill of the Licensed
Mark by any such use.
ARTICLE V
INDEMNITY
5.1
Licensee shall be responsible for and agree to indemnify and
defend Licensor, its affiliates, its parent
companies,
