• MANUFACTURING AGREEMENT http://snurl.com/1zf23
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf20
• LICENSE AGREEMENT http://snurl.com/1zf1y
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf1t
• AMENDMENT TO LICENSE AGREEMENT http://snurl.com/1zf1r
• DOLBY SYSTEM LICENSE AGREEMENT http://snurl.com/1zf1q
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf1p
• RESELLER AGREEMENT http://snurl.com/1zf1n
• SERVICES AGREEMENT FOR PRODUCTION AND RELEASE TESTING OF ENCAPSULATED PORCINE XENOTRANSPLANT PRODUCTS http://snurl.com/1zf1j
• MANUFACTURING AGREEMENT http://snurl.com/1zf1g
• SUB-LICENSE AGREEMENT http://snurl.com/1zf1a
• LICENSE AGREEMENT http://snurl.com/1zf18
• Agreement for Promotion, Fulfillment and Distribution Of State Farm “Value Add” Product http://snurl.com/1zf16
• INTELLECTUAL PROPERTY SECURITY AGREEMENT http://snurl.com/1zf14
• LICENSE AGREEMENT http://snurl.com/1zf12
• Agreement for Promotion, Fulfillment and Distribution Of National Healthcare Card http://snurl.com/1zf10
• K?FUEL® PROJECTS PARTICIPATION AND DEVELOPMENT AGREEMENT http://snurl.com/1zep1
• Agreement for Promotion, Fulfillment and Distribution http://snurl.com/1zel2
• STRATEGIC ALLIANCE AGREEMENT http://snurl.com/1zekz
• DEVELOPMENT AND LICENSE AGREEMENT http://snurl.com/1zeky
• DEVELOPMENT AND LICENSE AGREEMENT http://snurl.com/1zekw
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zekv
• EXCLUSIVE SUBLICENSE AGREEMENT http://snurl.com/1zekt
• Sublicense and Supply Purchase Agreement http://snurl.com/1zekr
• ASSET PURCHASE AGREEMENT http://snurl.com/1zekm
• RESTATED LICENSE AGREEMENT http://snurl.com/1zekk
• TECHNOLOGY ASSIGNMENT AGREEMENT http://snurl.com/1zekj
• STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR http://snurl.com/1zekf
• AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND SUPPLY AGREEMENT http://snurl.com/1zekd
• DEVELOPMENT AND SUPPLY AGREEMENT http://snurl.com/1zeka
• ADMINISTRATIVE SERVICES AGREEMENT http://snurl.com/1zek7
• AUTHORIZED RESELLER AGREEMENT http://snurl.com/1zek6
• Amendment No. 3 to Trade Name License Agreement http://snurl.com/1zek3
• EMPLOYMENT AGREEMENT http://snurl.com/1zek1
• Amendment No. 14 to Trade Name License Agreement http://snurl.com/1zejz
• SUPPLY AND DISTRIBUTION AGREEMENT http://snurl.com/1zejv
• MANUFACTURING AGREEMENT http://snurl.com/1zejt
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejs
• AMENDMENT NO. 1 (RENEWAL) TO TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejr
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejm
• AMENDMENT NO. 2 (RENEWAL) TO TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejk

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AGREEMENT made as of the 12th day of October 2005, (the “Agreement”) by and between Kobra International, Ltd. d/b/a Nicole Miller, a New York corporation (“Licensor”), and Signature Eyewear, Inc. a California corporation (“Licensee”) (collectively, the “Parties” and each individually a “Party”).

WHEREAS, Licensor is the owner of the Trademarks as defined herein and as set forth in Schedule 1 attached hereto; and

WHEREAS, the Trademarks are unique, extraordinary, valuable and have acquired and established outstanding reputation and goodwill; and

WHEREAS, Licensee recognizes the great value and goodwill associated with the Trademarks and that all rights to the Trademarks and the associated goodwill belong exclusively to the Licensor and that the Trademarks have acquired a secondary meaning to the public; and

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2.4 Identification. On backing cards of each Licensed Product, Licensee shall include the following language:

Manufactured by Signature Eyewear, Inc. under license from Kobra International, Ltd. [Insert specific Trademark] is a registered trademarks of Kobra International, Ltd. All rights reserved.

Licensee shall place any other notices, reflecting ownership as required by Licensor, on all Licensed Products, samples, packaging, backing cards, advertising, public relations and promotional materials.
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2. License. Assignee hereby grants to Assignor (and all of its assigns) a perpetual, non-exclusive, royalty-free license to use the MMTV Mark (the “License”); provided that the Assignor may only use the MMTV Mark in such manner as is consistent with Assignor’s past practices prior to the date hereof. Assignee, in its sole discretion, may revoke this License at any time upon written notice (the “Notice”) to the Assignor.
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Click here for the complete Trademark Assignment and Agreement

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THIS SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENT OF TRADEMARKS (SECURITY AGREEMENT) (this “Agreement”), dated August 22, 2007, is made among LERNCO, INC., a Delaware corporation (“Lernco”), and Jasmine Company, Inc., a Massachusetts corporation (“Jasmine” and together with Lernco, each individually a “Pledgeor” and collectively, “Pledgors”), each with offices at 450 West 33rd Street, New York, New York 10001, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, with an office at 1133 Avenue of the Americas, New York, New York 10036, in its capacity as agent (in such capacity, “Pledgee”), for the Lenders and Bank Product Providers (as defined in the Loan Agreement).

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NOW THEREFORE, for valuable consideration received and to be received, and as security for the full payment and performance of the Obligations (as defined in the Loan Agreement) arising from the Loan Agreement, and to induce Pledgee and the Lenders to make and continue to make loans and advances to the Borrowers under the Loan Agreement, Pledgors and Pledgee hereby amend and restate the Existing Security Agreement in its entirety as set forth in this Agreement and Pledgors hereby grant to Pledgee, for itself and the ratable benefit of the Lenders and Bank Product Providers, a security interest in:

(a) the Trademarks;

(b) all registrations of the Trademarks in any State of the United States and any foreign countries and localities;

(c) all tradenames, trademarks and trademark registrations hereafter adopted or acquired and used, including, but not limited to, those which are based upon or derived from the Trademarks or any variations thereof (the “Future Trademarks”);

(d) all extensions, renewals, and continuations of the Trademarks and Future Trademarks and the registrations referred to in clause (b) above;

(e) all rights to sue for past, present and future infringements of the Trademarks and Future Trademarks;

(f) all packaging, labeling, trade names, service marks, logos, and trade dress including or containing the Trademarks and Future Trademarks, or a representation thereof, or any variation thereof;

(g) all licenses and other agreements under which each Pledgor is licensor, but only to the extent that the grant of a security interest therein would not be prohibited by or be a breach of terms thereof, and all fees, rents, royalties, proceeds or monies thereunder, relating to the Trademarks and Future Trademarks and the use thereof; and

(h) all goodwill of each Pledgor’s business connected with, symbolized by or in any way related to the items set forth in clauses (a) through (g) above.
All of the foregoing items set forth in clauses (a) through (h) are hereinafter referred to collectively as the “Collateral.”
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Click here for the complete Collateral Assignment of Trademarks (Security Agreement)

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This Trademark License and Services Agreement (this “Agreement”) is made as of September 7, 2006, between Vita Ventures, LLC, a Delaware Limited Liability Company (“Licensee”), 8 Henderson Drive, West Caldwell, New Jersey 07006, Attention: Keith Frankel, and G-Nutritional, LLC, a Delaware limited liability company (“GN” and together with Licensee, the “Parties”), c/o George Foreman Enterprises, Inc., 100 North Wilkes-Barre Blvd., 4th Floor, Wilkes-Barre, PA 18702, Attention: Efrem Gerszberg. Terms not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement (defined below).

WHEREAS, concurrently herewith, Vitaquest International LLC (“VQT”) and GN have entered into a certain Operating Agreement (the “Operating Agreement”);

WHEREAS, GN controls right to use the name and likeness (the “Property”) of George Foreman (“Celebrity”) in connection with the sale of products principally related to wellness, vitamins and nutritional supplements (the “Products”);

WHEREAS, GN has the power and authority to grant to Licensee the right, privilege and license to use the Property in connection with the sale of the Products; and

WHEREAS, Licensee desires to obtain from GN a license to use the Property in connection with the sale of the Products.

NOW, THEREFORE, in consideration of the Operating Agreement and the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Section 1. Grant.

Subject to the terms and conditions hereof, GN hereby grants Licensee the world-wide non-exclusive license to use the Property during the Term (as defined below) in connection with the sale of the Products.

Section 2. Services.

2.1. GN shall cause Celebrity to perform such services, at no charge except as otherwise provided herein, for the purpose of shooting one (1) infomercial as may be approved in advance by GN (the “Services”) during the Term. Notwithstanding any implication herein to the contrary, in no event will Celebrity be required to perform more than three (3) days of services hereunder during the Term (of which no more than two (2) days may be consecutive, unless Celebrity otherwise agrees in writing) in connection with the shooting of the single infomercial, exclusive of travel time.
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Click here for the complete Trademark License and Services Agreement

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This LICENSE AGREEMENT (“Agreement”) is made and effective as of the 13th day of October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC., a newly formed California corporation with an office and place of business at 250 North Canon Drive, 2nd Floor, Beverly Hills, California 90210 (collectively, “Licensor”), and OmniReliant Corp., a Florida corporation with an office and principal place of business at 4902 Eisenhower Blvd., Suite 185 Tampa, Florida 33634 (“Licensee”) (together the “Parties”).

WITNESSETH :

WHEREAS, Richard Hilton is the worldwide owner of the KATHY HILTON trademark and all variations and combinations thereof, including various U.S. Trademark Registrations therefore, including Reg. No. 2,884,868 in International Class 24 for bed linens, et. seq.; Reg. No. 2,882,681 in International Class 20 for furniture; and, Reg. No. 3,018,255 in International Class 14 for jewelry (collectively, the “Licensed Mark” or “Licensed Marks”); and,

WHEREAS, pursuant to a master license agreement, Richard Hilton has granted all worldwide rights to the Licensed Marks to the Licensor herein; and,

WHEREAS, Licensee is a newly incorporated Florida corporation specifically formed to develop the Licensed Marks with the intent of manufacturing, promoting and selling Licensed Products (as hereinafter defined), and Licensor further desires to obtain the personal services of Ms. Kathy Hilton pursuant to the terms of this Agreement in connection with the formulation and manufacture as well as the promotion and sale of the Licensed Products; and

WHEREAS, Licensor is willing to grant the license contained in this Agreement and (the “License”) Licensee desires to obtain from Licensor, the exclusive right and license to use the Licensed Marks in the Territory (as hereinafter defined) in connection with the manufacture, promotion, distribution and sale of Licensed Products.

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Grant of License Rights

Upon the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the term of this Agreement, the sole and exclusive right and license to use the Licensed Mark in the Territory as a trademark in connection with the development, manufacture, promotion, advertising, distribution and sale of Licensed Products and on all brand identification materials, such as product packing, containers, promotional and sale materials, publicity materials, and in all advertising media, such as newspapers, magazines, radio, television, infomercials, live television shopping, the world-wide web, cinema and similar media both presently existing or developed in the future. Sales of Licensed Products shall only be through any or all the channels of trade described in Article 1, paragraph A, but shall not include mass marketing stores such as Target, Walmart, K-Mart, Sam’s Club, Costco and Dollar General. Except as specified in Section 1(B) above, during the term of this Agreement and any extensions thereof, Licensor shall not grant any rights to any third party in connection with the Licensed Products for the Licensed Marks or any derivative thereof without Licensee’s approval.
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4. USE OF TRADE MARKS

4.1 No Assignment, Sublicense. The Licensee must not assign or sublicense any of its rights under this Agreement to any other person or party without the Licensor’s prior written consent.

4.2 Further Acts. If necessary under applicable laws, the Licensor and Licensee shall use their respective best endeavours to assist each other and execute all such documents and do all such acts and things as may be necessary from time to time for the Licensor to apply for and be registered as the owner of the Trade Marks; and for the Licensee to apply for and be registered as the licensee of the Trade Marks.

4.3 Goodwill. The Licensee must at all times ensure that it does not commit any acts to damage the image, goodwill and reputation of the Licensor in the Trade Marks.

4.4 No Registration. The Licensee must not during the subsistence of this Agreement or at any future time register or apply for registration of the Trade Marks in its own name as proprietor.
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Click here for the complete Trade Mark Licence Agreement

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Agreement by and between Morgan Stanley & Co. International PLC, a United Kingdom corporation with offices at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom (“Licensor”) and Goldfish Bank Limited, a United Kingdom corporation with offices at 2 Hertsmere House, Canary Wharf, London, E14 4AB, United Kingdom (“Licensee”) made this 30th day of June, 2007 (the “Licence”) (collectively, the “parties”, individually, a “party”).

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4. QUALITY CONTROL.

4.1 All use of the Mark by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the Mark and Domain Names to be used in any manner which, as a direct result of such use of the Mark, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the Mark); or (iv) subject Licensor to liability for any reason (other than as directly relating to the Mark). Any and all uses of the Mark and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations.

4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the Mark and the reputation of the Licensor, Licensor shall have the right to:

4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the Mark is used in connection with the Services and the Advertising.
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Click here for the complete Transitional Trade Mark Licence Agreement

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2. Content Rights

In consideration of the additional royalties payable to VEL under the Virgin Media Licence (as amended in accordance with the terms of this Amendment Letter 1), VEL and the Licensee agree to amend the Virgin Media Licence, with effect from 8 February 2007, as follows:

2.1 Subject to clause 2.4, VEL hereby grants to the Licensee and all members of the Virgin Media Group for the Term the right to use the Marks in the form of the name “Virgin Media Television” (or such other name as may be chosen pursuant to clause 2.2 from time to time) in relation to TV Management Services on a worldwide non-exclusive basis, save that this grant is exclusive in relation to this name in the Territory.

2.2 Schedule 2 Part C of the Virgin Media Licence shall be amended to include the name “Virgin Media Television”. The parties acknowledge that it is the current intention of the Virgin Media Group to use the name “Virgin Media Television” in relation to TV Management Services save that VEL agrees that the Licensee can use any other names comprising of “Virgin” (whether as a name or in the form of the Virgin Signature) provided that such names are always used in conjunction with and always in front of any word or words which is or are suitable to describe or denote the TV Management Services, such additional word or words to be approved by VEL in advance in writing (such approval not to be unreasonably withheld, conditioned or delayed).
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5. Royalties

5.1 Subject to clauses 5.2 and 5.3 below, in consideration of the rights granted under clause 2 above, the Licensee shall pay VEL a royalty the greater of:

(a) one half of one per cent (0.50%) of the Virgin 1 Revenues; or

(b) twenty five thousand pounds (£25,000), in respect of each Quarter. In respect of any part of a Quarter in respect of which royalties are payable pursuant to this Amendment Letter 2, such royalties shall be reduced pro rata in accordance with the number of days for which such royalties are due compared with the number of days in the Quarter in question.

5.2 The royalties payable pursuant to clause 5.1 shall become payable with effect from 1 October 2007.

5.3 To avoid double counting, Virgin 1 Revenues shall be deducted from the amount of Licensed Content Revenues in calculating the royalties payable pursuant to clause 3 of Amendment Letter 1.

5.5 A worked example of the calculation of royalties payable pursuant to clause 3 of Amendment Letter 1 and this clause 5, as applied to the financial years ending 2007 and 2008, is attached for illustrative purposes at Appendix 2.

5.6 The provisions of clauses 4.2 to 4.11 and 4.14 of the Virgin Media Licence shall be deemed to apply, mutatis mutandis, to the royalties payable under this Amendment Letter 2.
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Click here for the complete Amendment Letter No. 2 to Trade Mark Licence

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