TRADEMARK LICENSE
AGREEMENT
This Trademark License Agreement
(“Agreement”) is entered into as of August 3, 2005
by and among Quincy Investments Corp., a Bahamas corporation with
its principal executive offices located at 309 Terraces North,
47-111 Vintage Drive East, Indian Wells, California
92210(“Quincy”), Naturade, Inc., a Delaware corporation
with its principal executive offices located at 14370 Myford Rd.
#100, Irvine, California 92606 (“Naturade”), Symco,
Incorporated, a Nevada corporation with its principal executive
offices located at 2301 West Highway 89A, Suite 107, Sedona,
Arizona 86336 (“Symco”), and Symbiotics, Inc.. an
Arizona corporation with its principal executive offices located at
2301 West Highway 89A, Suite 107, Sedona, Arizona 86336
(“Symbiotics”). Quincy and Naturade may be refered to
hereinafter individually as “Licensor” and collectively
as “Licensors,” and Symco and Symbiotics may be refered
to hereinafter individually as the “Licensee” and
collectively as the “Licensees.”
RECITALS
A. Quincy, Symco and Symbiotics
have entered into that certain Asset Purchase Agreement, dated as
of July 22, 2005 (the “Purchase Agreement”); and
Quincy, Naturade, Symco and Symbiotics have entered into that
certain Assignment and Assumption Agreement, dated of even date
herewith (the “Assignment Agreement”), pursuant to
which Quincy has assigned to Naturade, and Naturade has assumed,
the rights and obligations of Quincy under the Purchase Agreement
as and to the extent provided in the Assignment Agreement.
B. As part of the transactions
provided for in the Purchase Agreement and the Assignment
Agreement, Licensors transferred its right title and interest in
certain assets, including trademarks, to the Licensors.
C. Licensees desire to obtain a
license with respect to a certain trademark transferred to
Licensors, and Licensors agree to grant such license to Licensees,
pursuant to the provisions of this Agreement.
D. This Agreement is the license
agreement referred to in Section 2.02(g) and 2.03(e) of the
Purchase Agreement.
NOW, THEREFORE, in consideration of
the transactions provided for in the Purchase Agreement and the
Assignment Agreement and the mutual provisions contained herein,
the receipt and sufficiency of which are hereby acknowledged,
Licensors and Licensees (hereafter collectively referred to as
“the parties”) agree as follows:
1. Definitions. The capitalized
terms used in this Agreement and not otherwise defined herein shall
have the definitions set forth in this Section1.
(a) Intellectual Property
Rights . The term “Intellectual Property Rights”
means all United States and worldwide trademarks, service marks,
trade names, trade dress, logos, copyrights, rights of authorship,
inventions, patents, rights of inventorship, mask works,
semiconductor chip rights, all applications, registrations and
renewals in connection with any of the above, trade secrets, rights
of publicity, privacy and/or defamation, rights under unfair
competition and unfair trade practices laws, and all other
intellectual and industrial property rights related thereto.
(b) Mark . The term
“Mark” means the trademark “Age Defiance”
which is the subject of United States application number 78345687,
as the same may be modified, enhanced or amended from time to time,
and shall include any such mark that is or becomes registered for
use in the United States.
2. Grant of License .
Each Licensor hereby grants to each Licensee an irrevocable,
exclusive, perpetual (subject to Section 4), royalty-free and
fully paid up, worldwide right and license to:
(a) Use, copy, modify, create
derivative marks and exploit the Mark in any manner whatsoever
related to the design, development, manufacture, use, service,
support, marketing and sale of products via multi-level marketing
channels (e.g., Amway); and
(b) Sublicense any of the
rights granted hereunder with the prior written consent of
Naturade, except that no such consent shall be necessary with
respect to sublicense to an Affiliate (as defined in the Purchase
Agreement) of Licensee.
3. Property Rights and Related
Matters.
(a) Naturade’s
Rights . Subject to the rights granted hereunder to each
Licensee, Naturade shall solely own and have exclusive worldwide
right, title and interest in and to the Mark, and to all
modifications, enhancements and derivative works of the Mark made
by or for Naturade, and to all Intellectual Property Rights related
thereto. Licensees shall not challenge, contest or otherwise impair
Naturade’s ownership of the Mark or the validity or
enforceability of Naturade’s Intellectual Property Rights
related to the Mark. Naturade has the right to modify or make
derivative works of the Mark and to otherwise exploit the Mark,
subject to the rights granted hereunder.
(b) Licensee’s
Rights . Licensee shall solely own and have exclusive worldwide
right, title and interest in and to all modifications,
enhancements, and derivative works with respect to the Mark made by
or for Licensee and to all Intellectual Property Rights related
thereto. Naturade shall not challenge, contest or otherwise impair
Licensee’s ownership of, or the validity or enforceability
of, Licensees’ Intellectual Property Rights related thereto.
Licensee has the right to exploit, modify and make derivative works
of such modifications, enhancements and derivative works.
(c) Quality and
Inspection . In order to protect the goodwill associated with
the Mark, Licensees shall use the Mark only in accordance with
prevailin
