Diaper Patent Assignment and License Agreement among Johnson & Johnson, Weyerhaeuser, Paragon Trade Brands, and Scott Health Care
Contract Categories:
Business Finance
›
Assignment Agreements
Summary
Johnson & Johnson, Weyerhaeuser, Paragon Trade Brands, and Scott Health Care have entered into an agreement to terminate previous technology and sublicense agreements related to diaper patents and technology. Under this new agreement, Johnson & Johnson assigns certain diaper patents to Paragon and specific patents to Weyerhaeuser, with both Paragon and Weyerhaeuser granting Johnson & Johnson non-exclusive, paid-up licenses to use these patents for specified products. The agreement clarifies ownership and licensing rights among the parties and supersedes all prior related agreements.
EX-10.4 8 0008.txt DIAPER PATENT AGREEENT EXHIBIT 10.4 DIAPER PATENT AGREEMENT Johnson & Johnson, a corporation organized and existing under the law of the State of New Jersey and its subsidiaries and affiliates which it controls by majority ownership, including McNeil-PPC, Inc. (hereinafter called "J&J"); Weyerhaeuser Company, a corporation organized and existing under the law of the State of Washington (hereinafter called "Weyerhaeuser"); Paragon Trade Brands, Inc., a corporation organized and existing under the law of the State of Delaware (hereinafter called "Paragon") and Scott Health Care, a partnership operating under the laws of the State of Delaware (hereinafter called "SHC"), in consideration of the premises and of the covenants and agreements hereinafter set forth, do hereby covenant and agree as follows: 1. Background ---------- 1.1 Effective July 1, 1987 J&J and Weyerhaeuser entered into an agreement relating to absorbent products technology and related patents (hereinafter called the "Technology Agreement"), which agreement was amended as follows: a. J&J letter of May 23, 1988 modification of Schedule C-2. b. Weyerhaeuser letter of July 17, 1989 Accepted July 18, 1989 by Weyerhaeuser and Accepted August 24, 1989 by J&J c. J&J letter of September 8, 1989 Accepted September 11, 1989 by J&J and Accepted November 1, 1989 by Weyerhaeuser. d. J&J letter of April 3, 1990 Revised Schedules dated April 2, 1990. e. Weyerhaeuser letter of March 14, 1991 Accepted March 18, 1991 by Weyerhaeuser and Accepted June 19, 1991 by J&J. 1 f. J&J letter of May 12, 1992 re U.S. Patent 4,388,075 Accepted by Weyerhaeuser May 22, 1992. g. J&J letter of May 20, 1992 Accepted by J&J May 20, 1992 and Accepted by Weyerhaeuser May 22, 1992. h. Weyerhaeuser letter of June 10, 1992 Accepted by Weyerhaeuser and Accepted by J&J June 30, 1992. i. Weyerhaeuser letter of November 10, 1992 Accepted by Weyerhaeuser November 11, 1992 and accepted by J&J December 2, 1992. 1.2 Effective May 30, 1992 Weyerhaeuser granted to SHC a sublicense under the Technology Agreement with permission of J&J (hereafter called the "SHC Sublicense"). 1.3 Effective February 2, 1993 Weyerhaeuser granted to Paragon a sublicense under the Technology Agreement excluding C-C Patents and Prime Line Technology (hereinafter called the "Paragon Sublicense"). 1.4 Since February 2, 1993 Weyerhaeuser is no longer directly involved in the production of diapers and is currently in the process of dismantling its facility designed for the practice of C-C Patents and Prime Line Technology. 1.5 Since no facilities exist for the commercial practice of the C-C Patents and the Technology Agreement provides certain paid-up rights effective after payment of the minimum royalty for calendar year 1994, the parties hereto have agreed to terminate the Technology Agreement and establish this Agreement among the Parties for the remaining rights other than those relating to C-C Patents. 2 2. Definitions ----------- 2.1 "Licensed Technology" shall mean all information relating to the processes, materials, equipment, designs, operation, performance, controls or structures of or for making Infant Diapers, which information was known by J&J employees involved with developments relating to the C-C Patents as of July 1, 1987 and disclosed to Weyerhaeuser under the Technology Agreement. 2.2 "Prime Line Technology" shall mean all information relating to processes, materials, equipment, designs, operations, performance, controls or structures for the manufacture of fluid absorbent articles comprising fibers and a fluid absorbent polymer which has been polymerized in situ on and/or in said article, which information has been disclosed by J&J to Weyerhaeuser under the Technology Agreement as part of the Licensed Technology or developed by Weyerhaeuser in support of its prime line equipment in Bowling Green, Kentucky before February 2, 1993. 2.3 "Diaper Technology" shall mean all Licensed Technology except for Prime Line Technology which has been disclosed by Weyerhaeuser to SHC under the SHC Sublicense and to Paragon under the Paragon Sublicense. 2.4 "C-C Patents" shall mean each and every unexpired patent right of J&J as listed in Schedule A attached hereto and made a part hereof, including patents which result from the issuance, re-examination, reissue or extension of any so-listed patent or application. 2.5 "Diaper Patents" shall mean each and every unexpired patent right as listed in Schedules B and C attached hereto and made a part hereof, including patents which result from the issuance, re-examination, reissue or extension of any so-listed patent or application. 2.6 "Other Patents" shall mean each and every unexpired patent right of J&J issued or pending as of July 1, 1987, other than C-C Patents and Diaper Patents, including patents which result from the issuance, re-examination, reissue, extension or foreign equivalent thereof; 3 such patents rights include but are not limited to those listed in Schedule D attached hereto and made a part hereof. 2.7 "Valid Claim" shall mean a claim in a patent which has not lapsed or become abandoned and which claim has not been declared null or invalid by an irrevocable or unappealed decision or judgment of a patent office or a court of competent jurisdiction. 2.8 "Infant Diaper" shall mean any product for absorbing body wastes and fluids, other than human blood and/or menstrual fluid, and designed for use on a person having a weight of less than fifty (50) pounds. 2.9 "Adult Diaper" shall mean any product for absorbing body wastes and fluids, other than human blood and/or menstrual fluid, and designed for use on a person have a weight of at least fifty (50) pounds. 2.10 "Licensed Territory" shall mean the United States of America, Canada and Mexico. 2.11 "Party or Parties" shall mean J&J, Weyerhaeuser, SHC and Paragon as the context indicates. 2.12 "Effective Date" shall mean the latest date that this Agreement has been signed by all the Parties hereto. 3. Termination of Prior Agreements ------------------------------- 3.1 This Agreement supersedes and terminates the Technology Agreement, the SHC Sublicense and the Paragon Sublicense. 3.2 It is acknowledged by the Parties that as a result of this termination all rights in the C-C Patents revert to J&J. 4 4. Assignments ----------- 4.1 J&J hereby assigns to Paragon all of the Diaper Patents and agrees to execute assignments thereof substantially in the form of Attachment E, attached hereto and made a part hereof, as needed to record these assignments. Paragon agrees to reimburse J&J for any outside costs incurred in responding to Paragon's reasonable request for cooperation in support of any litigation involving Diaper Patents. 4.2 J&J hereby assigns to Weyerhaeuser all of its rights and interest in U.S. Patents 5,100,397; 5,171,237; and 5,246,429 and agrees to execute assignments thereof substantially in the form of Attachment F, attached hereto and made a part hereof, as needed to record these assignments. Weyerhaeuser agrees to reimburse J&J for any outside costs incurred in responding to Weyerhaeuser's reasonable request for cooperation in support of any litigation involving these assigned patents. 5. Grants ------ 5.1 Paragon hereby grants to J&J a non-exclusive, paid-up, worldwide, irrevocable right and license to practice the inventions within the scope of any Valid Claim of the Diaper Patents listed in Schedule B in the manufacture, use and sale of any products other than Infant Diapers. 5.2 Paragon hereby grants to J&J a non-exclusive, paid-up, worldwide, irrevocable right and license to practice the inventions within the scope of any Valid Claim of the Diaper Patents listed in Schedule C in the manufacture, use and sale of any products. 5.3 Weyerhaeuser hereby grants to J&J a non-exclusive, paid-up, worldwide, irrevocable right and license to practice the inventions within the scope of any Valid Claim of U.S. Patents, 5,100,397; 5,171,237; and 5,246,429 and any foreign equivalents thereof owned by Weyerhaeuser in the manufacture, use and sale of any products. 5 5.4 J&J and Weyerhaeuser hereby reaffirm the grant to Paragon of a worldwide, irrevocable right and exclusive license, with the right to grant sublicenses, to utilize Diaper Technology to manufacture, have manufactured, use and sell Infant Diapers and Adult Diapers. 5.5 J&J hereby covenants not to sue Paragon and its licensees and sublicensees for infringement of any Valid Claim of any Other Patents by any Infant Diaper or Adult Diaper as long as the Infant Diaper or Adult Diaper is made, used or sold exercising the assignment rights of Paragraph 4.1 or the license of Paragraph 5.4 except said covenant not to sue shall not extend to U.S. Patent 4,938,754. J&J acknowledges that as to U.S. Patent 4,938,754 Paragon has a non-exclusive license for Infant Diapers and Adult Diapers which license will be paid-up once the payment under Paragraph 6.3 has been made. 5.6 Paragon hereby grants to SHC a non-exclusive and irrevocable right and sublicense in the Licensed Territory to utilize Diaper Technology to manufacture, have manufactured, use and sell Adult Diapers. 5.7 Paragon hereby grants to SHC a non-exclusive and irrevocable right and license in the Licensed Territory to manufacture, have manufactured, use and sell Adult Diapers within the scope of any Valid Claim of any Diaper Patent. 5.8 J&J hereby covenants not to sue SHC for infringement of any Valid Claim of any Other Patents by any Adult Diaper as long as the Adult Diaper is made, use or sold exercising the licenses of Paragraph 5.6 or 5.7 except said covenant not to sue shall not extend to U.S. Patent 4,938,754. J&J acknowledges that as to U.S. Patent 4,938,754 SHC has a non-exclusive license for Adult Diapers which license will be paid-up once full payment under Paragraph 6.2 has been made. 5.9 Weyerhaeuser and Paragon hereby reaffirm the right of J&J to grant non-exclusive licenses under U.S. Patent 4,388,075 if and to the extent that such license(s) are granted together with an express license under J&J's U.S. Patent 4,938,754. It is understood that in such licenses, royalties attributable solely to U.S. Patent 4,388,075 shall be equally divided between J&J and Paragon, but that royalties attributed solely to U.S. Patent 4,938,754, or jointly to Patents 4,388,075 and 4,938,754, shall be solely to the right and property of J&J. 6 6. Compensation and Payments ------------------------- 6.1 Since Weyerhaeuser has no future benefits and is paid up as to the past, it has no further compensation obligations to the other Parties with regard to the Technology Agreement and this Agreement. 6.2 SHC agrees to pay J&J Forty Thousand Dollars ($40,000) for paid-up rights under the Agreement. SHC shall make two payments of Twenty Thousand Dollars ($20,000) with the first in June 1994 and the final payment in December 1994. 6.3 Paragon agrees to pay J&J Three Hundred Sixty Thousand Dollars ($360,000) for paid-up rights under this Agreement. Paragon shall make this payment in December 1994. 6.4 The payments by SHC and Paragon to J&J shall be addressed as follows: Lawrence D. Schuler, Esq. Office of General Counsel Johnson & Johnson One Johnson & Johnson Plaza New Brunswick NJ ###-###-#### This address may be changed by J&J by written notice to SHC and Paragon. 7. Representations, Warranties and Indemnities -------------------------------------------- 7.1 The Party owning any patents subject to this Agreement makes no warranties or representations with respect to the validity, scope or enforceability of such patents or to the freedom to practice such patents free of infringement of any other patents which are not subject to this Agreement. 7.2 J&J does not warrant the completeness or total usefulness of the Diaper Technology. J&J makes no warranties or representations with respect to the Parties' freedom to use the Diaper Technology free of infringement of any patents which are not subject to this Agreement. 7 7.3 Each Party agrees to indemnify and hold the other Parties harmless with respect to any product liability claims, suits, damages and expenses arising out of the manufacture, use or sale of any products make, used or sold by the indemnifying Party or its licensee(s) or sublicensee(s), or by any third party. The Party using Diaper Technology does so at that Party's risk based on that Party's own judgment. 8. Confidentiality --------------- 8.1 All information within-the Diaper Technology, Licensed Technology and Prime Line Technology supplied or received by a Party under the terms of this Agreement, the Technology Agreement, SHC Sublicense or Paragon Sublicense shall be protected as follows: (a) To the extent that such information is of a confidential nature the disclosing Party shall clearly mark such information as "Proprietary" or "Confidential" if in written form or, if not in written form, the disclosing Party shall clearly characterize such information as "Proprietary" or "Confidential" so that the receiving Party is aware that is protected under the terms hereof when first disclosed by one Party to another Party. (b) Without prior written consent of Paragon, the other Parties shall not disclose Proprietary or Confidential Diaper Technology information to any third party without first obtaining from said third party a written agreement to maintain the confidential status and to strictly limit the use of such information to that permitted such other Party under this Agreement. (c) The Parties shall only disclose Proprietary or Confidential information disclosed to it by another Party under the Technology Agreement, SHC Sublicense, Paragon Sublicense or this Agreement to those of its consultants, contractors, employees, licensees' or sublicensees' employees who shall reasonably need to know such information and then only upon such consultants, contractor and employees' written agreement to maintain the confidential status and to strictly limit the use of such information to that permitted such Party under this Agreement. 8 8.2 The obligation of Paragraph 8.1 shall not deprive the Parties of the right to use (subject to patent rights) and disclose any information: (a) Which is, at the time of first disclosure to the receiving Party, generally known to the trade or public; (b) Which becomes at a later date generally known to the trade or public through no fault of the receiving Party and then only after such later date; (c) Which is possessed by the receiving Party, as shown by such Party's written or other tangible evidence, before its first disclosure by the disclosing Party or anyone confidentially bound to the disclosing Party as to such information; (d) Which is disclosed to the receiving Party in good faith by a third party who has an independent right to such information; or (e) After December 31, 1996. 8.3 Each Party agrees that the other Parties are not restricted from the disclosure of Diaper Technology information as is reasonably necessary in the other Parties' efforts to obtain patents and to commercially exploit the rights granted and retained under this Agreement. 8.4 The Parties hereto acknowledge that the SHC Sublicense referenced in Paragraphs 1.2 and 8.1 contains no provision for confidentiality. 9. Terms and Termination --------------------- 9.1 The term of this Agreement shall extend from the Effective Date until the expiration or lapse of the last to expire or lapse of the Diaper Patents or Other Patents and the rights to use Diaper Technology shall continue without time limit. 9 9.2 In view of the rights and obligations involved in this Agreement, the Parties agree that a termination with notice provision for any material breach of this Agreement would not be an adequate or appropriate remedy. In the event of any material breach of this Agreement, the Parties agree to diligently work to resolve their differences in a manner which will allow the benefits foreseen from this Agreement to continue. It is also agreed by the Parties that upon mutually accepted written terms, a termination prior to the expiration of this Agreement can be effective. 10. Miscellaneous Provisions ------------------------ 10.1 Any notice or request with reference to this Agreement shall be by letter or by facsimile letter followed by a confirming letter mailed within five (5) days; and such communications shall be addressed as follows: (a) To J&J: Lawrence D. Schuler, Esq. Office of General Counsel Johnson & Johnson One Johnson & Johnson Plaza New Brunswick NJ ###-###-#### Tel ###-###-####, Fax ###-###-#### (b) To Weyerhaeuser: Patrick D. Coogan, Esq. Assistant General Counsel and Corporate Patent Counsel Law Department, CH 2J29 Weyerhaeuser Company Tacoma WA 98477 Tel ###-###-####, Fax ###-###-#### (c) To SHC: Mark G. Bocchetti, Esq. Senior Patent Attorney Law Division Scott Paper Company Scott Plaza Philadelphia PA 19113 Tel ###-###-####, Fax ###-###-#### 10 (d) To Paragon: Susan Barley, Esq. Vice President and General Counsel Paragon Trade Brands, Inc. 505 South 336th Street Federal Way WA 98003 Tel ###-###-####, Fax ###-###-#### Each Party may by written notice to the other Parties change the above-noted address. Notices shall be effective when received. 10.2 Any Party owning patents subject to the terms of this Agreement shall have complete discretion as to its decisions to prosecute, maintain, enforce, license, sublicense, defend, reissue, re-examine, disclaim, abandon, assign or any other action relating to such patent(s). 10.3 This Agreement shall be construed and the legal relations among the parties determined in accordance with the law of the State of Washington. 10.4 This Agreement and the rights and obligations hereunder are personal as among the Parties and shall not be assigned by any Party to any other Party or any third party without the prior written consent of the other Parties except to the successor by way of purchase or otherwise of a substantial part of the business relating to absorbent products of that Party. In such event, prior written consent is not required but prompt notification of such an assignment with the written assurance by the acquiring party of its willingness and ability to fully perform the obligations of the Party acquired are necessary for such assignment to be effective. 10.5 Except as otherwise expressly provided, this Agreement may not be released, discharged, changed or modified in any manner, except by a document of concurrent or subsequent date to the Effective Date, in writing, signed by duly authorized officers of all of the Parties hereto. 11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in quadruplicate, with each copy thereof to be deemed an original, by their duly authorized officers as to the date indicated. AGREED TO ACCEPTED THIS AGREED TO AND ACCEPTED THIS 22nd day of April, 1994 15th day of April, 1994 JOHNSON & JOHNSON WEYERHAEUSER COMPANY By /s/ Stephen J. Cosgrove By /s/ Edward Soule --------------------------- ---------------------------- (Signature) (Signature) Stephen J. Cosgrove Edward Soule Vice President, Finance J&J CP1 Vice President - ------------------------------- -------------------------------- (Print Name and Title) (Print Name and Title) AGREED TO ACCEPTED THIS AGREED TO AND ACCEPTED THIS 4th day of May, 1994 26th day of April, 1994 PARAGON TRADE BRANDS, INC. SCOTT HEALTH CARE By /s/ B.V. Abraham By /s/ John S. Clement --------------------------- ----------------------------- (Signature) (Signature) Bobby V. Abraham, Chairman and John S. Clement Chief Executive Officer President and General Manager - ------------------------------- -------------------------------- (Print Name and Title) (Print Name and Title) 12 Schedule A ---------- Patents A-1 - ------- JBD 2/25 U.S. Patent 4,500,315 and 4,537,590 (Weyco #16951) ----------------------------------- Argentina 234479 Austria 0108637 Australia 558202 Belgium 0108637 Bolivia B-4737 Brazil P-18306016 Canada 1,209,752 Chile 34798 Columbia 23698 Denmark 161,664 Ecuador PI-86-187 Eire 54695 EPO 0108637 France 0108637 Germany P ###-###-####.5.08 Great Britain 2,131,346 Greece 78755 Guatemala 3775 Hong Kong 419/1987 India 161085 Italy 0108637 Japan 1,586,799 Korea 42835 Luxembourg 0108637 Mexico 157756 Netherlands 0108637 New Zealand 206055 A-1 Continued JBD 2/25 (Weyco #16951) Peru 3814 Philippines 19243 Portugal 77627 Sarawak 3208 Singapore 242/87 South Africa 83/8282 Spain 527081, 280301, 280302, 280303, 280304, 280305, 280306 Sweden 0108637 Switzerland 0108637 Taiwan 22229 Trinidad 24/1987 Venezuela 47305 Patent Applications - ------------------- Egypt 691/1983 Malaysia ###-###-#### Thailand 001958 Patents A-2 - ------- JBD 54 U.S. Patent 4,676,784 (Weyco #16953) --------------------- Canada 1239012 Singapore 187/91 Trinidad 16/1991 - ------------------------------------------------------------------------------- Patents A-3 - ------- JBD 62 U.S. 4,560,372 (Weyco #16954) -------------- Canada 1245004 Hong Kong 305/1991 Singapore 164/91 Trinidad 15/1991 - ------------------------------------------------------------------------------- Patents A-4 - ------- JBD 72 U.S. Patent 4,559,050 (Weyco #16956) --------------------- Canada 1252953 Patent Application - ------------------ Japan 180067/85 - -------------------------------------------------------------------------------- Patent A-5 - ------ JBD 73 U.S. 4,596,567 (Weyco #16957) -------------- Canada 1251902 Patent Application - ------------------ Japan 180068/85 Patents A-6 - ------- JBD 74 U.S. 4,605,402 (Weyco #16958) -------------- Brazil P18503820 Canada 1251901 Hong Kong 1076/1991 Singapore 955/91 Trinidad 61/1991 Patent Applications - ------------------- Japan 180069/85 - -------------------------------------------------------------------------------- Patents A-7 - ------- ABTK 1 (Weyco #16946) Australia 543970 Brazil PI ###-###-#### Canada 1,163,599 EPO 0040087 France 0040087 Great Britain 0040087 Germany ###-###-####.8 Hong Kong 291/1985 Japan 1712175 Malaysia 1115/1985 Mexico 154820 Netherlands 0040087 Singapore 928/84 South Africa 81/3131 Patents A-8 - ------- ABTK 009 U.S. 4,381,320 (Weyco #16947) -------------- Argentina 229126 Australia 551832 Brazil PI ###-###-#### Canada 1203772 Great Britain ###-###-#### Japan 1686025 New Zealand 200725 Portugal 74987 South Africa 82/3882 Patent Application - ------------------ Germany ###-###-####.2 - -------------------------------------------------------------------------------- U.S. Patent 4,573,988 JBD 66 (Weyco #18681) A-9 - ---------------------- (CIP of JBD 2 and JBD 25) U.S. Patent 4,540,454 JBD 78 (Weyco #-18682) - --------------------- (Div. of JBD 2 and JBD 25) U.S. Patent 5,100,397 JBD 153 (Weyco #16698) - --------------------- U.S. Patent 5,171,237 JBD 153 (Weyco #16698A) - --------------------- U.S. Patent 5,246,429 JBD 153 (Weyco #16698B) - --------------------- SCHEDULE B ---------- Patent B-1 - ------ JBD 8 U.S. Patent 4,413,995 (Weyco #16949) --------------------- Canada 1,192,456 Singapore 860/85 - -------------------------------------------------------------------------------- Patents B-2 - ------- JBD 11 U.S. 4,540,415 (Weyco #16950) -------------- - -------------------------------------------------------------------------------- Patents JBP 22 (Weyco #14022) B-3 - ------- U.S. 4,084,592 -------------- Patents JBD 76 (Weyco #16960) - ------- U.S. 4,880,420 -------------- Brazil P18503818 Canada 1257751 Patent Application - ------------------ Japan 180071/85 - -------------------------------------------------------------------------------- Patent B-4 - ------ JBD 70 (Design) Canada 55968 (Weyco #16955) Patent B-6 - ------ JBD 47/103 U.S. Patent 4,985,025 (Weyco #16952) --------------------- Canada 1241503 Patent B-7 - ------ JBD 75/106/129/149 U.S. 4,883,480 (Weyco #16964) -------------- Canada 1252952 Patents B-8 - ------- JBD 29/JBD 130 Canada 1236074 (Weyco #18828) Singapore 611/90 Trinidad 25/90 Patent B-9 - ------ JBD 107/JBD 128 U.S. 4,813,947 (Weyco #14107) -------------- Patent Application - ------------------ Canada 526378-6 Patents B-10 - ------- U.S. 3,779,246 J&J 665 (Weyco #14665) -------------- Canada 977,268 U.S. 4,464,217 JBP 177 (Weyco #14177) -------------- Canada 1,186,288 U.S. 4,084,592 JBP 22 (Weyco #14022) -------------- U.S. 4,573,991 JBD 50 (Weyco #14050) -------------- U.S. 4,479,836 JBD 43 (Weyco #14043) -------------- U.S. 4,576,598 JBD 41 (Weyco #14041) -------------- U.S. 4,552,560 JBD 48 (Weyco #14048) -------------- U.S. 4,723,954 JBD 104 (Weyco #16963) -------------- U.S. 4,662,874 JBD 105 (Weyco #14105) -------------- U.S. 4,731,066 JBD 131 (Weyco #14131) -------------- U.S. 4,886,511 JBD 144 (Weyco #14144) -------------- U.S. 4,941,933 JBD 146 (Weyco #14146) -------------- - ------------------------------------------------------------------------------- Recent Inventions: B-11 - ----------------- File 1047.142 Disposable Diaper with Center Gathers: Filed October 27, 1988; - ------------- S.N. 263,260 (JBD 159) U.S. Patent 4,935,021 issued 6/19/90; Weyco #16696 Canada S.N. 614682 9/29/89 File 1047.153 Low Bulk Disposable Diaper: Filed October 27, 1988; S.N. - ------------- 263,529 JBD 157) Now U.S. Patent No. 5,098,423 issued 3/24/92. Weyco #16700 SCHEDULE C ---------- Patents C-1 - ------- JBD 7/JBP 98/JBP 158 U.S. 4,450,026 (Weyco #14098) -------------- U.S. 4,337,771 -------------- Australia 528,814 Brazil ###-###-#### - Expired 1/25/94 Canada 1,195,804 Japan 1,591,935 South Africa 79/0351 - ------------------------------------------------------------------------------- Patents C-2 - ------- JBD 44/JBP 97/JBP 159 U.S. RE 31,922 (Weyco #s 14044, 16696 -------------- U.S. 4,324,245 -------------- Argentina 221074 Australia 526338 Canada 1153152 Chile 31273 Guatemala 3295 Venezuela 40765 - Expired 1/17/93 Patent Application - ------------------ Ecuador 210 - ------------------------------------------------------------------------------- Patent JBP 120/JBP 166 - ------ Weyco #s 19070, 19147, 17914 Australia 533635 Patent C-3 - ------ JBP 157/JBP 100 U.S. 4,336,803 (Weyco #18226) -------------- - ------------------------------------------------------------------------------- Patent C-5 - ------ U.S. 4,381,783 JBP 210 (Weyco #14210) -------------- U.S. RE 32,957 JBD 90 (Weyco #14090) -------------- SCHEDULE D ---------- 4,938,754 4,300,562 3,965,904 4,662,877 4,293,367 3,938,522 4,522,874 4,285,747 3,934,588 4,507,163 4,285,342 3,903,890 4,464,217 4,282,874 3,867,940 4,449,979 4,279,369 3,848,598 4,430,086 4,274,318 3,838,694 4,425,126 4,259,387 3,837,343 4,417,676 4,240,866 3,779,246 4,413,623 4,235,237 3,777,758 4,409,049 4,233,345 3,768,480 4,407,284 4,216,687 3,763,863 4,353,491 4,186,165 3,730,184 4,352,355 4,103,062 3,683,916 4,349,140 4,077,410 3,663,348 4,337,821 4,073,852 3,612,055 4,337,771 4,044,768 3,572,342 4,333,463 4,024,867 3,563,243 4,333,462 4,010,752 4,324,245 3,993,820 ASSIGNMENT ---------- WHEREAS,________________________________________________________________ (Name of J&J owning corporation for the patents assigned) (hereinafter "Assignor") is the sole and exclusive owner by assignment of the following patents and patent applications: WHEREAS, Paragon Trade Brands, Inc., a corporation of the State of Delaware (hereinafter "Paragon") is desirous of acquiring the entire right, title and interest in, to and under said patents and patent applications and the inventions covered thereby. NOW, THEREFORE, in consideration of and in exchange for the sum on One Dollar ($1.00) to it in hand paid by Paragon and other good and valuable consideration, the receipt of which is hereby acknowledged, Assignor has sold, assigned, transferred and set over, and does hereby sell, assign, transfer and set over to Paragon, the inventions, patents and patent applications aforesaid, and any reissue or reissues of said patents and patent applications and any re- examinations thereof, the same to be held and enjoyed by Paragon for its own use and enjoyment, and for the use and enjoyment of its successors, assigns, or other legal representatives, to the end of the term for which the said patent is granted or reissued as fully and entirely as the same would have been held and enjoyed by Assignor, if this assignment and sale had not been made; together with all claims for damages by reason of past infringement of said patent, with the right to sue for, and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives. And Assignor hereby covenants that it has full right to convey the entire interest herein assigned, and that it has not executed, and will not execute, any agreements inconsistent herewith. ____________________________ (Assignor) By__________________________ (Signature) ____________________________ (Print Name and Title) Date:_______________________ ATTEST:_____________________ ____________________________ Assistant Secretary Attachment E ASSIGNMENT ---------- WHEREAS, McNeil-PPC, Inc., of New Brunswick, New Jersey, a corporation of the State of New Jersey (hereinafter "McNeil-PPC") is the sole and exclusive owner by assignment of the following patents: United States Patent 5,100,397 issued March 31, 1992; United States Patent 5,171,237 issued December 15, 1992; and United States Patent 5,246,429 issued September 21, 1993. WHEREAS, Weyerhaeuser Company of Tacoma, Washington 98477, a corporation of Washington State (hereinafter "Weyerhaeuser") is desirous of acquiring the entire right, title and interest in, to and under said patents and the inventions covered thereby. NOW, THEREFORE, in consideration of and in exchange for the sum on One Dollar ($1.00) to it in hand paid by Weyerhaeuser and other good and valuable consideration, the receipt of which is hereby acknowledged, McNeil-PPC has sold, assigned, transferred and set over, and does hereby sell, assign, transfer and set over to Weyerhaeuser, the inventions, patents aforesaid, and any reissue or reissues of said patents and any re-examinations thereof, the same to be held and enjoyed by Weyerhaeuser for its own use and enjoyment, and for the use and enjoyment of its successors, assigns, or other legal representatives, to the end of the term for which the said patent is granted or reissued as fully and entirely as the same would have been held and enjoyed by McNeil-PPC, if this assignment and sale had not been made; together with all claims for damages by reason of past infringement of said patents, with the right to sue for, and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives. And McNeil-PPC hereby covenants that it has full right to convey the entire interest herein assigned, and that it has not executed, and will not execute, any agreements inconsistent herewith. McNEIL-PPC, INC. By__________________________ (Signature) ____________________________ (Print Name and Title) Date:_______________________ ATTEST:_____________________ ____________________________ Assistant Secretary Attachment F TECHNOLOGY AGREEMENT Johnson & Johnson, a corporation organized and existing under the law of New Jersey and its subsidiaries and affiliates which it controls by majority ownership, including Johnson & Johnson Skillman, a division of Personal Products Corporation, (hereinafter called "J&J") and Weyerhaeuser Company, a corporation organized and existing under the law of the State of Washington, and its subsidiaries and affiliates which it controls by majority ownership (hereinafter called "Weyerhaeuser"), in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, do hereby covenant and agree as follows: 1.0 Background and Premises ----------------------- 1.1. J&J is a major manufacturer of absorbent products and has a worldwide reputation for product innovation and a growing base of related technology. 1.2 Weyerhaeuser is a major manufacturer of absorbent products including diapers which are sold in Canada and in the United States. 1.3 In May 1985 Uni-Charm Corporation of Japan entered into an agreement with Johnson & Johnson Skillman (hereinafter called "JJS") to use certain confidential information and patents relating to processes and equipment for making novel absorbent products. 1.4 In August 1986 JJS contacted Weyerhaeuser to determine its interest in acquiring the tangible assets of JJS and certain rights in patents and information relating to absorbent product technology subject to previously granted rights to Uni-Charm set forth in the May 1985 JJS agreement and any current amendments thereto. 1.5 In the event Weyerhaeuser enters into a corresponding technology development and patent license agreement with Uni-Charm, Weyerhaeuser is interested in hiring key J&J employees and in acquiring the tangible assets and obtaining access to and the rights to use absorbent product technology developed by J&J. 1 1.6 For their mutual benefit, each party desires to obtain from the other the certain rights to use absorbent product technology improvements made during a period defined herein. 2. Definitions ----------- 2.1 "Licensed Technology" shall mean all information relating to the processes, materials, equipment, designs, operation, performance, controls, or structures of or for making Infant Diapers, which information is known by J&J employees, who have been involved with JJS developments relating to the C-C Patents, as of the Effective Date. 2.2 "C-C Patents" shall mean each and every unexpired patent right of J&J as listed in Schedule A and Schedule A' attached hereto and made a part hereof, including patents which result from the issuance, re-examination, reissue, extension, or foreign equivalent of any so listed patents or applications and shall further include all patents based on inventions conceived prior to the Effective Date by one or more J&J employee(s) while working in support of the JJS developments relating to the so-listed patent rights. Presently identified inventions conceived prior to the Effective Date are identified in Schedule A'. 2.3 "Improvement Patents" shall mean each and every patent obtained by Weyerhaeuser or J&J based on invention(s) conceived by their employees between the Effective Date and ten years after such date, whenever the practice of such patent will infringe at least one Valid Claim of a C-C Patent. 2.4 "Valid Claim" shall mean a claim in a patent which has not lapsed or become abandoned and which claim has not been declared null or invalid by an irrevocable or unappealed decision or judgment of a patent office or a court of competent jurisdiction. 2.5 "Diaper Patents" shall mean each and every unexpired patent right of J&J as listed in Schedule B, Schedule B' and Schedule C attached hereto and made a part hereof, including patents which result from the issuance, re-examination, reissue, extension, or foreign equivalent of any so-listed patents or patent applications and shall further include all patents based on inventions conceived 2 prior to the Effective Date by one or more J&J employee(s) while working in support of the JJS developments relating to the patent rights listed in Schedule B and Schedule B'. Presently identified inventions conceived prior to the Effective Date are identified in Schedule B'. 2.6 "Other Patents" shall mean each and every unexpired patent right of J&J issued or pending as of the Effective Date, other than C-C Patents and Diaper Patents, Including patents which result from the issuance, re-examination, reissue, extension, or foreign equivalent of such patent or patent application. 2.7 "Infant Diaper" shall mean any product sold for absorbing body wastes and fluids, other than human blood and/or menstrual fluid, and designed for use on a person having a weight of less than fifty (50) pounds. 2.8 "Adult Diaper" shall mean any product sold for absorbing body wastes and fluids, other than human blood and/or menstrual fluid, and designed for use on a person having a weight of at least fifty (50) pounds. 2.9 "Consumer Product" shall mean a final product intended to be sold at retail, other than Infant Diaper, Adult Diaper or any other product to be used for absorbing human body exudates such as sanitary protection products and wound care products. 2.10 "Industrial Product" shall mean a product sold for industrial use and excludes products to be used or sold for absorbing human body exudates. 2.11 "Body Exudate Product" shall mean a product used for absorbing a human body exudate other than Infant Diaper or Adult Diaper. 2.12 "Royalty Products" shall mean any Infant Diaper, Adult Diaper, Consumer Product or Industrial Product, the manufacture, use or sale of such product being within the scope of a Valid Claim of a C-C Patent. 2.13 "Net Sales" shall mean the aggregate of sales by Weyerhaeuser or its sublicensees of Royalty Products calculated using generally accepted accounting principles as the total price invoiced customers, less trade-in or cash discounts 3 actually allowed, credits for temporary price reduction by special consumer pricing activities, returns and allowances, prepaid transportation charges, duties and sales taxes added to the face of the invoice. Sales shall be considered made when invoiced. 2.14 "Uni-Charm Territory" shall mean the territory of Japan. 2.15 "Non-Exclusive Territory" shall mean the territory of Hong Kong, the People's Republic of China, the Republic of Korea, the Republic of Singapore and Taiwan. 2.16 "Weyerhaeuser Territory" shall mean the territory of Earth less Uni-Charm Territory and less Non-Exclusive Territory. 2.17 "Effective Date" shall mean July 1, 1987. 3.0 Grants ------ 3.1 J&J hereby grants to Weyerhaeuser an exclusive license, with the right to grant sublicenses, in Weyerhaeuser Territory and a non-exclusive license in Non-Exclusive Territory to utilize Licensed Technology to manufacture, have manufactured, use and sell Infant Diapers. 3.2 J&J hereby grants to Weyerhaeuser a sole license-in Weyerhaeuser Territory and a non-exclusive license in Non-Exclusive Territory to utilize Licensed Technology to manufacture, have manufactured, use and sell Adult Diapers, Consumer Product and Industrial Products. 3.3 J&J hereby grants to Weyerhaeuser an exclusive license, with the right to grant sublicenses, in Weyerhaeuser Territory and a non-exclusive license in Non-Exclusive Territory to manufacture, have manufactured, use and sell Infant Diapers within the scope of any Valid Claim of a C-C Patent, a Diaper Patent or an Improvement Patent owned by J&J, however, J&J reserves the right to practice the inventions claimed in the patents and patent applications listed in Schedule C in the manufacture and sale of private label and control label Infant Diapers in the United States and Canada and in the manufacture and sale of Infant Diapers outside the United States and Canada. 4 3.4 J&J hereby grants to Weyerhaeuser a sole license in Weyerhaeuser Territory and a non-exclusive license in Non-Exclusive Territory to manufacture, have manufactured, use and sell Adult Diapers, Consumer Products and Industrial Products within the scope of any Valid Claim of a C-C Patent, a Diaper Patent or an Improvement Patent owned by J&J. 3.5 J&J hereby covenants not to sue Weyerhaeuser or its sublicensees for infringement of any Valid Claim of any Other Patents as long as the Infant Diaper is Made, used or sold exercising the licenses of Grants 3.1 or 3.3. 3.6 J&J hereby covenants not to sue Weyerhaeuser for infringement of any Valid Claim of any Other Patents as long as the Adult Diaper, Consumer Product or Industrial Product is made, used or sold exercising the licenses of Grants 3.2 or 3.4. 3.7 Weyerhaeuser hereby grants to J&J a non-exclusive license worldwide except for the countries within Asia, Oceania and Middle East regions to Manufacture, have Manufactured, use and sell any products except Infant Diapers within the scope of any Valid Claim of an Improvement Patent owned by Weyerhaeuser. 3.8 J&J hereby assigns to Weyerhaeuser to the extent it is assignable the license J&J obtained from the Interference Settlement Agreement of February 17, 1983, a copy is set forth in Schedule D attached hereto and made a part hereof. 4.0 Compensation ------------ 4.1 Weyerhaeuser agrees to pay to J&J Four Million Two Hundred Seventy- Five Thousand Dollars ($4,275,000) in cash at closing in payment for fully paid up rights for all licenses and other J&J obligations set forth in this Technology Agreement with the exception that the licenses for Royalty Products are only paid up for the sale of Royalty Products by Weyerhaeuser or its sublicensees through December 31, 1988. 4.2 In addition, Weyerhaeuser agrees to pay J&J for Royalty Products sold by Weyerhaeuser or its sublicensees the following royalty: 5 a. Nine tenths of one percent (0.9%) of Net Sales of Infant Diapers and Consumer Products sold between January 1, 1989 and December 31, 1996; b. Six tenths of one percent (0.6%) of Net Sales of Infant Diapers and Consumer Products sold between January 1, 1997 and February 19, 2002; c. One and one half percent (1.5%) of Net Sales of Adult Diapers sold between January 1, 1989 and December 31, 1996; d. Eight tenths of one percent (0.8.%) of Net Sales of Adult Diapers sold between January 1, 1997 and February 19, 2002; and e. One percent (1.0%) of the variable cost of manufacturing that portion within the scope of a Valid Claim of a C-C Patent of Industrial Products sold between January 1, 1989 and February 19, 2002. 4.3 Weyerhaeuser agrees to send written royalty reports to J&J within forty- five (45) days after the end of each fiscal half-year report period between January 1989 and December 2001 and after the final report period ending February 19, 2002. Such reports will set forth the Net Sales of Royalty Products sold during the report period by Weyerhaeuser and its sublicensees. Concurrently with such reports Weyerhaeuser shall pay to J&J the royalties in accordance with Section 4.2 4.4 Weyerhaeuser agrees and shall require its sublicensees to keep adequate records for three (3) years showing the Net Sales of Royalty Products sold in sufficient detail to enable the royalties payable hereunder to be determined. Weyerhaeuser further agrees and shall require its sublicensees to permit its applicable books and records to be examined from time to time to the extent necessary to verify the reports and royalties due and payable hereunder. 4.5 All payments to be made to J&J under this Agreement shall be made in United States Dollars using the exchange rate published in the U.S. Wall Street Journal on the last day of the fiscal half-year for which the royalty is being paid or 6 on the date payment is due for all other payments hereunder. All such royalties and payments shall be net of all taxes and shall be deposited to the account of J&J at a bank designated from time to time in writing by J&J. 4.6 In the event the royalties paid by Weyerhaeuser under Section 4.2 are less than Five Hundred Thousand Dollars ($500,000) for Royalty Products sold during each of the years 1989, 1990, 1991, 1992 or 1993 and Weyerhaeuser fails to pay to J&J the difference between such royalties paid and Five Hundred Thousand Dollars ($500,000), J&J shall have the option of terminating this Technology Agreement by providing written notice to Weyerhaeuser exercising such option within sixty (60) days after the due date for royalties for the year in question. That notice shall not be effective to terminate this Technology Agreement if Weyerhaeuser pays to J&J such difference within thirty (30) days after receipt of J&J's notice. 4.7 In the event the royalties paid by Weyerhaeuser under Section 4.2 are less than Five Hundred Thousand Dollars ($500,000) for Royalty Products sold during each of the years 1994, 1995, 1996, 1997, 1998, 1999, 2000 and 2001 and Weyerhaeuser fails to pay to J&J the difference between such royalties paid and Five Hundred Thousand Dollars ($500,000), J&J shall have the option to terminate all rights of Weyerhaeuser and its sublicensees to practice any C-C Patents with all other rights being deemed irrevocable and paid up. J&J may exercise this option by providing written notice to Weyerhaeuser of such exercise within sixty (60) days after the due date for royalties for the year in question. That notice shall not be effective to terminate such rights if Weyerhaeuser pays to J&J such difference within thirty (30) days after receipt of J&J's notice. 4.8 Weyerhaeuser may purchase irrevocable and paid up rights provided in this Technology Agreement and supersede all future obligations of Sections 4.2, 4.3, 4.6 and 4.7 by paying to J&J Twenty-Five Million Dollars ($25,000,000) in cash on or before January 1, 1989 or by paying J&J on or before any succeeding January 1 a Paid-Up License Amount equal to Twenty-Five Million Dollars ($25,000,000) on January 1, 1989 compounded at the rate of Twelve Percent (12%) per annum providing said Paid-Up License Amount shall be reduced by the total amount of all royalty payments made by Weyerhaeuser under Sections 4.2, 4.6 and 4.7 compounded at the rate of Twelve Percent (12%) per annum. 7 5.0 Transfer of Technology ---------------------- 5.1 During the first one hundred and twenty (120) days after the Effective Date of this Agreement, the parties shall prepare a mutually acceptable plan for making available to Weyerhaeuser in a useful and understandable form the Licensed Technology. Such plan will identify the areas of technology, the names of the individuals who will be presenting and receiving such information, the form of the documentation and the timing for conducting the necessary instruction and training so that the objective of developing a full understanding on the part of Weyerhaeuser's designated employees of the Licensed Technology can be achieved. 5.2 Any individual listed on Schedule E who has not accepted employment with Weyerhaeuser and remains in the employment of J&J shall be made available to consult with Weyerhaeuser, at JJS facilities in Skillman, N.J., for a period of up to five (5) days for each employee during the first one hundred and eighty (180) days after the Effective Date of this Agreement. 5.3 Each party agrees to indemnify and save the other party harmless from and against any claims, suits, damages and expenses incurred as a result of injuries to, or the death of, any employee of that party when visiting the facilities of the other pursuant to this Technology Agreement, except that such other party shall be responsible for injuries caused to the extent of its own willful conduct or negligence. 6.0 Confidentiality --------------- 6.1 All Licensed Technology supplied or received by the parties under the terms of this Agreement shall be protected as follows: (a) To the extent that as of the Effective Date the Licensed Technology is of a confidential nature J&J shall clearly mark such information as "Proprietary" or "Confidential" if in written form or, if not in written form, by clearly characterizing it as "Proprietary" or "Confidential" so that Weyerhaeuser is aware that it is to be protected under the terms hereof. 8 (b) Without prior written consent of Weyerhaeuser, J&J shall not disclose Proprietary or Confidential Licensed Technology information to any third party without first obtaining from said third party an agreement to maintain the confidential status and to strictly limit the use of such information to that permitted J&J under this Agreement. (c) Weyerhaeuser shall only disclose such Proprietary or Confidential Licensed Technology information to those of its consultants, contractors, employees, or to its sublicensees' employees who shall reasonably need to know such information and then only upon such consultant's, contractor's and employees' agreement to maintain the confidentiality and restrict the uses to those permitted under this Technology Agreement. 6.2 The obligations of paragraph 6.1 shall not deprive the parties of the right to use or disclose any information: (a) Which is, at the time of first disclosure to recipient, generally known to the trade or public; (b) Which becomes at a later date generally known to the trade or public through no fault of recipient and then only after such later date; (c) Which is possessed by recipient, as shown by recipient's written or other tangible evidence, before its first disclosure by the disclosing party or by anyone confidentially bound to the disclosing party as to such information; (d) Which is disclosed to recipient in good faith by a third party who has an independent right to such information; or (e) After December 31, 1996. 6.3 J&J and Weyerhaeuser each agree that the other is not restricted from the disclosure of any Licensed Technology information as is reasonably necessary in the effort to obtain patents and to commercially exploit the rights granted and retained in the Licensed Technology. 9 7.0 Patents ------- 7.1 J&J shall retain the responsibility and cost of preparing, prosecuting and maintaining C-C Patents of Schedule A, Diaper Patents of Schedules B and C and Improvement Patents owned by J&J. Weyerhaeuser, at its sole discretion, shall have the responsibility and costs of preparing, filing on a worldwide basis, prosecuting and maintaining the patents resulting from the inventions identified in Schedules A' and B'. 7.2 J&J shall keep Weyerhaeuser fully informed by the transfer of copies of patent applications and other documents, including correspondence with the patent offices involved, of all matters relating to C-C Patents, Diaper Patents and Improvement Patents owned by J&J. At the minimum to carry this out, J&J shall provide to Weyerhaeuser a written report by the end of February of each year during the term hereof indicating the status of such patents as of the end of the prior year. 7.3 In the event J&J, in its sole discretion, decides not to continue the prosecution and/or maintenance of any C-C Patent, Diaper Patent or Improvement Patent in any country, J&J will so notify Weyerhaeuser of J&J's decision in such regard and Weyerhaeuser shall have thirty (30) days in which to notify J&J that Weyerhaeuser desires to continue the prosecution and/or maintenance of such patent or patent applications at Weyerhaeuser's direction and cost. Such notification by J&J pursuant to this paragraph 7.3 shall relieve J&J of any further responsibility with regard to such patent or patent application under this Article 7.0. Should Weyerhaeuser notify J&J that it desires to continue the prosecution and/or maintenance of a C-C Patent, Diaper Patent or Improvement Patent, that J&J has notified Weyerhaeuser pursuant to this paragraph 7.3, J&J shall assign said patent or patent application to Weyerhaeuser and the further prosection and/or maintenance of the same shall be at the sole discretion and cost of Weyerhaeuser. 8.0 Indemnities ----------- 8.1 In the event that Weyerhaeuser or its sublicensee receives notice of any claim from a third party that the practice of any C-C Patent is or may be an infringement of a patent right of such third party, J&J will respond to that notice, 10 undertake the defense and save Weyerhaeuser and its sublicensee harmless from any cost and damage based on such claim. This indemnity specifically includes but is not limited to any infringement of U.S. Patents 4,340,057; 4,429,001; and 4,610,678. If as a result Weyerhaeuser or its sublicensee is enjoined from the practice of any C-C Patent, all royalties under Sections 4.2, 4.6 and 4.7 shall be waived from the date of the injunction forward for all Royalty Products to which the injunction applies. 8.2 Each party agrees to indemnify and hold the other party harmless with respect to any product liability claims, suits, damages and expenses arising out of the manufacture, use or sale of products licensed under this Technology Agreement made, used, or sold by the indemnifying party or its sublicensees, or by any third party. 9.0 Infringement ------------ 9.1 In the event that Weyerhaeuser notifies J&J of an infringement by any third party of any C-C Patent, Weyerhaeuser shall provide J&J concurrently with said notice, evidence of at least Two Million Dollars ($2,000,000) lost sales of Royalty Products due to the conduct by any said third party. J&J shall have a period of ninety (90) days after receipt of said notice and the furnishing of such evidence in which to advise Weyerhaeuser in writing whether J&J wishes to institute a suit for infringement against any such third party. Should J&J elect to institute such suit for infringement, it shall do so promptly after the expiration of said ninety-day period and diligently prosecute same to abate such infringement and all damages, proceeds and other recoveries resulting from any such litigation shall be retained by J&J. If J&J does not give Weyerhaeuser written notice of its election to institute such suit within said ninety-day period, Weyerhaeuser shall have the right, at its own cost and expense, to institute such suit for infringement and all damages, proceeds and other recoveries resulting from any such litigation shall be retained by Weyerhaeuser. J&J, at its own expense, shall have the right to be represented in a noncontrolling capacity by counsel in any such proceedings instituted by Weyerhaeuser. During such suit conducted by Weyerhaeuser, it may withhold fifty percent (50%) of the royalties due J&J under Sections 4.2, 4.6 and 4.7 with respect to the applicable Royalty Product in each country in which such suit is being diligently prosecuted by Weyerhaeuser. If Weyerhaeuser settles the 11 suit or is successful in such suit and obtains an injunction and/or is awarded damages as against such third party, then the withheld royalties less two times the Weyerhaeuser out-of-pocket suit costs not otherwise paid by such third party shall become due and payable to J&J and further royalties will again be due and payable in accordance with this Technology Agreement with eight percent (8%) interest per annum. 9.2 In the event that Weyerhaeuser notifies J&J of an infringement by any third party of any Diaper Patent, Weyerhaeuser shall provide J&J concurrently with said notice, evidence of at least Two Million Dollars ($2,000,000) lost sales of Royalty Products due to the conduct by any said third party. J&J shall have a period of ninety (90) days after receipt of said notice and the furnishing of such evidence in which to advise Weyerhaeuser in writing whether J&J wishes to institute a suit for infringement against any such third party. Should J&J elect to institute such suit for infringement, it shall do so promptly after the expiration of said ninety-day period and diligently prosecute same to abate such infringement and all damages, proceeds and other recoveries resulting from any such litigation shall be retained by J&J. If J&J does not give Weyerhaeuser written notice of its election to institute such suit within said ninety-day period, Weyerhaeuser shall have the right, at its own cost and expense, to institute such suit for infringement and all damages, proceeds and other recoveries resulting from any such litigation shall be retained by Weyerhaeuser. J&J, at its own expense, shall have the right to be represented in a noncontrolling capacity by counsel in any such proceedings instituted by Weyerhaeuser. During the pendency of such suit conducted by Weyerhaeuser, Weyerhaeuser may withhold twenty-five percent (25%) of the royalties due J&J under sections 4.2, 4.6 and 4.7 with respect to the applicable Royalty Product in each country in which suit is being diligently prosecuted by Weyerhaeuser. If Weyerhaeuser settles the suit or is successful in such suit and obtains an injunction and/or is awarded damages as against such third party, then the withheld royalties less two times the Weyerhaeuser out-of-pocket suit costs not otherwise paid by such third party shall become due and payable to J&J and further royalties will again be due and payable in accordance with this Agreement with eight percent (8%) interest per annum. 12 10.0 Warranties and Representations ------------------------------ 10.1 J&J warrants that it has full title and all rights necessary to support the grants and other obligations set forth herein, including but not limited to the Licensed Technology, C-C Patents and Diaper Patents. 10.2 J&J does not warrant the validity of the C-C Patents but J&J does represent that it has no information which would invalidate that such patents. 10.3 J&J does not warrant the completeness or total usefulness of the Licensed Technology but J&J does represent that it shall use reasonable care to provide accurate and complete information to Weyerhaeuser. 11.0 Related Agreements ------------------ 11.1 This Technology Agreement supersedes the Confidentiality Agreements between Weyerhaeuser and J&J relating to the subject matter of the Licensed Technology. 11.2 J&J agrees to monitor and enforce as needed confidentiality agreements between J&J and third parties relating to the subject matter of the Licensed Technology. Further, J&J shall provide copies of all of such agreements to Weyerhaeuser within sixty (60) days after the Effective Date. 11.3 No other prior agreements between J&J and Weyerhaeuser relating to the subject matter of the Licensed Technology shall have any effect inconsistent with the terms of this Technology Agreement. 11.4 In the event Weyerhaeuser has facilities to commercially manufacture an absorbent core product within the scope of a claim of a C-C Patent and in Weyerhaeuser's sole discretion it determines that it has excess capacity of such core product, J&J will have the right to purchase the same on mutually agreeable terms. 11.5 If J&J desires to purchase an absorbent core product within the scope of a claim of a C-C Patent from Weyerhaeuser, the parties agree to negotiate in 13 good faith a mutually acceptable agreement whereby Weyerhaeuser will manufacture such product for sale to J&J. Should the parties fail to agree on such an arrangement, Weyerhaeuser agrees to grant J&J a license to practice Weyerhaeuser technology in order to allow J&J to manufacture for its own use such an absorbent core product on terms mutually acceptable to the parties. 12.0 Term and Termination -------------------- 12.1 The term of this Agreement shall extend from the Effective Date until the expiration of the last to expire C-C Patents, Diaper Patents, Other Patents and Improvement Patents and the rights to use Licensed Technology shall continue without limitation, provided that this Technology Agreement may terminate earlier by operation of Section 4.6 and the license under C-C Patents may terminate earlier by operation of Section 4.7. 12.2 In view of the rights and obligations involved in this Agreement, it is not anticipated that a termination with notice provision would be an adequate remedy for any material breach. It is expected that the parties will in such circumstance be diligent in trying to resolve their differences in a manner which would allow the mutual benefits foreseen for this relationship to continue. It is, however, agreed by Weyerhaeuser and J&J that upon mutual terms, a termination prior to the expiration of this Agreement could be effective. 13.0 Miscellaneous Provisions ------------------------ 13.1 Any notice or request with reference to this Agreement shall be by letter, cable or telex followed by a confirming letter mailed within seven (7) days, and shall be directed by one party to the other at its respective address as follows: To J&J: Johnson & Johnson Office of General Counsel One Johnson & Johnson Plaza New Brunswick, New Jersey ###-###-#### To Weyerhaeuser: Weyerhaeuser Company Attn: Vice President, Personal Care Products Tacoma, Washington 98477 14 Each party may by written notice to the other party change the address to which requests or notices shall be directed. Notices shall be effective when received. 13.2 This Technology Agreement shall be construed and the legal relations between the parties determined in accordance with the law of the State of Washington. 13.3 This Technology Agreement, and the rights and obligations hereunder, are personal as between the parties hereto and shall not be assigned by either of the parties to any third party without the prior written consent of the other party except to the successor by way of purchase or otherwise of a substantial part of the business relating to absorbent products of that party. In such event, prior written consent is not required but prompt notification of such an assignment with an assurance by the acquiring party of its willingness and ability to fully perform the rights of the party acquired are necessary for such assignment to be effective. 13.4 Any failure of either party to enforce any of the provisions of this Technology Agreement or to require at any time performance by the other party of any of the provisions hereof, shall in no way effect the validity of this Technology Agreement or any part thereof, or the right of the first party thereafter to enforce each and every such provision. 13.5 Any provision, other than those relating to compensation, of this Technology Agreement which in any way contravenes the law of any territory in which it is effective shall in such territory to the extent of such contravention of the law be deemed severable and shall not effect any other provision of this Technology Agreement. If for any reason any such provision is held by any competent authority or court to be invalid, illegal or unenforceable, such provision shall, to the extent of such invalidity, illegality or enforceability be deleted from this Technology Agreement and the parties shall, within thirty (30) days of such decision negotiate in good faith to agree upon a valid, binding and enforceable provision or provisions so as to restore, so far as practicable, the balance of the interest of the parties. 13.6 Each party agrees that it shall not without the written consent of the other, directly or indirectly, use or refer to the trademarks or trade name of the 15 other. Each party may state, however, that its products are manufactured under licenses granted to it by the other party to the extent that such is, in fact, the case. 13.7 Neither J&J nor Weyerhaeuser shall be liable for a delay or failure to perform under the provisions of this Technology Agreement to the extent that such delay or failure is attributable to acts of God, of governmental authority, of third parties not in the control of such party and other causes out of the control such party. In such event the party delayed shall promptly notify the other party of such event and as soon as conditions are brought under control fully perform as agreed. 13.8 Except as otherwise expressly provided, this Technology Agreement may not be released, discharged, changed or modified in any manner, except by a document of concurrent or subsequent date, in writing, signed by duly authorized officers of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, by their duly authorized officers as of the date indicated. AGREED TO AND ACCEPTED THIS AGREED TO AND ACCEPTED THIS 15th day of October, 1987 15th day of October, 1987 JOHNSON & JOHNSON WEYERHAEUSER COMPANY By /s/ R.S. Larson By /s/ R.J. Gummell ------------------------ ------------------------ (Signature) (Signature) Vice Chairman, Member, Executive Committee Group V.P. ------------------------ ------------------------ (Print Name and Title) (Print Name and Title) 16 SCHEDULE A ---------- A-1 JBD-2/25 Patents - ------- U.S. 4,500,315 and 4,537,590 - ---------------------------- Bolivia - B-4737 Canada - 1,209,752 Chile - 34798 Ecuador - PI-86-187 Great Britain - 2,131,346 Greece- 78755 Guatemala - 3775 New Zealand - 206055 Peru - 3814 Portugal - 77627 South Africa - 83/8282 Spain - 527081, 280301, 280302, 280303, 280304, 280305, 280306 Trinidad - 24/1987 Patent Applications - ------------------- Argentina - 294742 Australia - 21042/83 Brazil - 8306016 Columbia - 227109 Denmark - 5095/83 Egypt- 691/1983 Eire - 2595/83 E.P.O. - 83306764.8 (Austria, Belgium, France, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Finland - 834068 India- 1288/83 Mexico - 199331 Norway - 834060 Venezuela - 1774 A-2 JBD-54 Patents - ------- U.S. 4,676,784 - -------------- Greece - 851053 Portugal - 80373 South Africa - 85/3230 Patent Applications - ------------------- Argentina - 300267 Australia - 41885/85 Brazil - 8502058 Canada - 480539-9 Columbia - 244098 Denmark - 1933/85 E.P.O. - 85303075.7 (Austria, Belgium, France, Great Britain, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Mexico - 205183 Norway - 851723 New Zealand - 211936 Spain - 292871 Venezuela - 632/85 A-3 JBD-62 Patents - ------- U.S. 4,560,372 - -------------- Greece - 851052 Portugal - 80374 South Africa - 85/3229 Patent Applications - ------------------- Argentina - 300268 Australia - 41886/85 Brazil - 8502060 Canada - 480455-4 Columbia - 244099 Denmark - 1934/85 Ecuador - 85-038 E.P.O. - 85303061.7 (Austria, Belgium, France, Great Britain, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Mexico - 205184 New Zealand - 211935 Spain - 292872 Venezuela - 630/85 A-4 JBD-7?? Patents - ------- U.S. 4,559,050 - -------------- South Africa - 85/6250 Spain - 546180 Patent Applications - ------------------- Argentina - 301308 Australia - 46279/85 Brazil - 8503822 Canada - 488817-1 Greece - 851976 India - 574/85 Mexico - 206324 New Zealand - 212996 Portugal - 80968 Venezuela - 1264/85 A-5 JBD-73 Patents - ------- U.S. 4,596,567 - -------------- South Africa - 85/6251 Spain - 546181 Patent Applications - ------------------- Argentina - 301309 Australia - 46278/85 Brazil - 8503817 Canada - 488874-0 Columbia - 247670 Eire - 2026/85 E.P.O. - 85305843.6 (Austria, Belgium, France, Great Britain, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Greece - 851978 India - 573/85 Mexico - 206325 New Zealand - 212995 Portugal - 80971 Venezuela - 1258/85 A-6 JBD-74 Patents - ------- U.S. 4,605,402 - -------------- South Africa - 85/6252 Spain - 546182 Patent Applications - ------------------- Argentina - 301310 Australia - 46277/85 Brazil - 8503820 Canada - 488873-1 Columbia - 247671 Eire - 2039/85 E.P.O. - 85305844.4 (Austria, Belgium, France, Great Britain, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Greece - 851979 India - 589/85 Mexico - 206326 New Zealand - 213029 Portugal - 80970 Venezuela - 1259/85 A-7 ABTK-1 Patents - ------- Australia - 71759/81 Canada - 1,163,599 E.P.O. - 8130206.4 (France, Great Britain, Germany, Netherlands, South Africa) - 81/3131 Patent Applications - ------------------- Brazil - 8108591 Mexico - 187583 A-8 ABT-009 Patents - ------- U.S. 4,381,320 - -------------- Argentina - 229126 Australia - 551832 Canada - 1203772 Great Britain - 2099828 New Zealand - 200725 Portugal - 74987 South Africa - 82/3882 Patent Applications - ------------------- Brazil - 8203234 Germany - 3220735.2 A-9 Patents - ------- U.S. 4,573,988 JBD 66 - -------------- (CIP of JBD-2 and 25) no international filing U.S. 4,540,454 JBD-78 - -------------- (DIV of JBD-2 and 25) no international filing SCHEDULE A' ----------- A'-1 Recent Inventions: File 1047.141 - The incorporation of plasticizers and copolasticizers in - ------------- superabsorbent polymers File 1047.143 - Incorporating certain co-monomers in the system to - ------------- improve absorbent characteristics File 1047.145 - Combination of fibers, free superabsorbents and bound - ------------- superabsorbents File 1047.148 - SaH resistant swellable polymers - ------------- File 1047.153 - An ultrathin breathable diaper having improved fit - ------------- SCHEDULE B ---------- B-1 JBD-8 Patents - ------- U.S. 4,413,995 - -------------- Australia - 556,670 Canada - 1,192,456 Chile - 34786 Ecuador - 85-060 Great Britain - 2,122,658 Greece - 78447 Guatemala - 3773 New Zealand - 20417 Peru - 3387 Portugal - 76724 South Africa - 83/3667 Spain - 522,535 Trinidad - 71/1985 Patent Applications - ------------------- Argentina - 293,117 Brazil - 8301876 Eire - 1192/83 E.P.O. - 833,02903.6 (Austria, Belgium, France, Italy, Netherlands, Sweden, Switzerland) Mexico - 197379 Norway - 831809 Venezuela - 748 B-2 JBD-11 Patents - ------- U.S. 4,540,415 - -------------- Ecuador - 85-059 Egypt - 15119 Great Britain - 2114449 Guatemala - 3700 New Zealand - 203227 Peru - 3783 Portugal - 76233 South Africa - 83/0958 Trinidad - 18/1985 Uruguay - 12622 Patent Applications - ------------------- Argentina - 292097 Australia - 11366/83 Brazil - 8300665 Chile - 89/83 Columbia - 219654 Mexico - 196256 Venezuela - 239/83 B-3 JBP-22 Patent - ------ U.S. 4,084,592 - -------------- No international filing --------------------------- JBD 76 Patents - ------- South Africa 85/6254 Patent Applications - ------------------- U.S. 641,665 Argentina - 301307 Australia - 46275/85 Brazil - 8503818 Canada - 488814-6 E.P.O. - 85305846.9 (Austria, Belgium, France, Great Britain, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Greece - 851980 New Zealand - 212997 Portugal - 80967 Spain - 546183 Venezuela - 1261/85 B-4 JBD-70 (Design) Patents - ------- Argentina - 47510 Australia - 92166 Canada - 55968 Great Britain - 1024806 New Zealand - 19625 Portugal - 18223 Patent Applications - ------------------- Brazil - 4,500,109 Ecuador - 85-006 Mexico - 5833 Uruguay - 2226 Venezuela - 204/85 B-5 JBD-96 Patent Applications - ------------------- Argentina - 305026 Australia - 61786/86 Brazil - 8630993 Canada - 516675-6 New Zealand - 217087 Portugal - 83222 Venezuela - 1335-86 B-6 JBD-47/103 Patents - ------- Argentina - 232676 Chile - 35204 Portugal - 79697 Patent Applications - ------------------- U.S. 824,928 Australia - 36859/84 Brazil - 8406441 Canada - 470342-1 Columbia - 239941 Ecuador - 84/254 Great Britain - 8431949 Mexico - 203813 New Zealand - 210642 Venezuela - 2126/84 B-7 JBD-75/106/129 Patents - ------- South Africa - 85/6253 Spain - 546184 Patent Applications - ------------------- U.S. 838878 Australia - 46276/85 Canada - 488816-2 E.P.O. - 85305845.1 (Austria, Belgium, France, Great Britain, Italy, Luxembourg, Netherlands, Sweden, Switzerland) Greece - 851977 New Zealand - 212994 Portugal - 80969 B-8 Patents - ------- U.S. 3,779,246 J&J 665 Canada - 977,268 U.S. 4,573,991 JBD 50 U.S. 4,479,836 JBD 43 U.S. 4,576,598 JBD 41 U.S. 4,552,560 JBD 48 Patent Application - ------------------ U.S. 828,073 JBD 104 B-9 Patents - ------- U.S. 4,464,217 - -------------- Canada 1,186,288 Patent Applications - ------------------- Germany 8,211,227.4 SCHEDULE B' ----------- B'-1 Recent Inventions: File 1047.142 - An improved fitting diaper where the improvement is - ------------- obtained by specific positioning of the elastic members SCHEDULE C ---------- C-1 JBD-7/JBP-98/JBP-158 Patents - ------- U.S. 4,450,026 - -------------- U.S. 4,337,771 Australia 528,814 Austria 372,825 Brazil ###-###-#### Canada 1,195,804 Mexico 149941 New Zealand 189523 Portugal 69142 South Africa 79/0351 Patent Applications - ------------------- Columbia 179383 C-2 JBD-44/JBP-97/JBP-59 Patents - ------- U.S. Re 31,922 - -------------- U.S. 4,324,245 Argentina 221074 Australia 526338 Canada 1153152 Chile 31273 Great Britain 2,010,682 Guatemala 3295 Hong Kong 80/1983 Jamaica 2831 Malaysia 22/84 Mexico 150635 Philippines 16555 Portugal 68941 Saban 63 South Africa 78/7112 Sarawak 1816 Singapore 551/82 Trinidad 113 Venezuela 40765 Patent Applications - ------------------- Brazil ###-###-#### Columbia 178661 Ecuador 210 C-3 JBP-157/JBP-100 Patents - ------- U.S. 4,336,803 Australia 522382 Canada 1,100,706 Patent Applications - ------------------- Brazil ###-###-#### C-4 JBP-169 Patents - ------- Australia 538624 Chile 32636 Ecuador 82-069 India 154935 Taiwan 15625 C-5 JBP-175 Patents - ------- Canada 1,180,173 Chile 33744 Panama 037829 41 South Africa 82/2500 Patent Applications - ------------------- Brazil ###-###-#### Germany 82110557 Patent JBP-210 - ------ U.S. 4,381,783 Patent Application JBD-90 - ------------------ Reissue SN 729,678 SCHEDULE D INTERFERENCE SETTLEMENT AGREEMENT ---------------------------------- THIS AGREEMENT, made and entered into as of the 17th day of February , 1983, between JOHNSON & JOHNSON (hereinafter referred to as "J&J"), a corporation of New Jersey, and having a place of business at 501 George Street, New Brunswick, New Jersey 08903; and RIEGEL TEXTILE CORPORATION (hereinafter referred to as "RIEGEL"), a corporation of the State of Delaware, and having a place of business at Suite 800, Green Gate Park, 25 Woods Lake Road, Greenville, South Carolina 29607; WITNESSETH; ---------- WHEREAS, J&J is the owner of the entire right, title and interest in and to United States Patent Application Serial No. 150,515, filed May 16, 1980, by Dickover et al.; WHEREAS, RIEGEL is the owner of the entire right, title and interest in and to United States Patent 4,239,578 issued to Gore, and an application for United States Letters Patent Serial No. 202,943, filed November 3, 1980, by Teed; WHEREAS, the aforesaid patent and applications are now involved in interference proceedings in the United States Patent Office, Numbers 100,913 and 100,914 (hereinafter referred to as the "INTERFERENCES"); WHEREAS, J&J and RIEGEL wish to effect amicable settlement of the matters in controversy in said INTERFERENCES, and other matters pertaining thereto, without incurring the delays and expenses incidental to prosecution of said INTERFERENCES to final conclusion; WHEREAS, each of the Parties hereto desire to practice inventions which may fall within the scope of the aforesaid patent and applications in the United States; WHEREAS, the parties hereto desire to acquire, each from the other, a license to practice the inventions of the aforesaid patent and applications in the United States on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties as follows: (1) Within sixty (60) days after the date of this Agreement, the patent counsel for the parties shall meet at a mutually convenient location and each shall explain and disclose to each other its evidence, including the notebooks and other documentation in support thereof bearing upon the issue of priority of invention. Such evidence shall initially be presented in an informal manner and may be supplemented if necessary on another occasion. If, on the basis of a review of all such evidence, patent counsel for the parties mutually agree upon a proper disposition of all questions of priority of invention in accord with the applicable laws of the United States and Rules of Practice of the U.S. Patent Office with respect to any of the counts of the INTERFERENCES, an appropriate formal concession of priority, abandonment of the contest, and/or disclaimer under 37 CFR 1.262 in conformance with such evidence as to each such count shall be filed by the losing party in the Patent and Trademark Office, along with (1) a paper signed by the respective patent counsel stating the basis for their determination of priority, and (2) copies of documentary evidence in support of such determination. -2- In the event counsel for the parties are unable to agree upon the issue of priority of invention as to any count of the INTERFERENCES, the Board of Patent Interferences shall be allowed to determine priority in the customary fashion. The respective counsel shall stipulate to all facts on which they do agree under 37 CFR 1.272(c). Thereafter each party shall present whatever pertinent evidence remains in dispute by deposition under 37 CRF 1.272(a), by affidavit under 37 CFR 1.272(c), or by stipulation under 37 CFR 1.272(c), with the other party having the opportunity to cross-examine by oral deposition or written interrogatories. Opposing counsel shall cooperate to facilitate the presentation of such disputed evidence to the Board. The parties reserve the right to argue ancillary matters. The decision of said Board shall be final and may not be appealed beyond the Patent and Trademark Office. (2) Each of the parties to this Agreement hereby grants to the other party hereto and its affiliated companies a royalty-free, irrevocable, nonexclusive license to make, have made, use, and sell only the subject matter defined by all claims of (a) the said United States Patent to Gore or any reissue thereof, or (b) any United States patent or any reissue thereof which is granted on the said applications of Teed and Dickover et al. For purposes of this Agreement, an affiliated company shall be one of the following: (a) any corporation or organization fifty percent (50%) or more of whose voting shares are owned by a party hereto; -3- (b) any corporation or organization fifty percent (50%) or more of whose voting shares are owned by a corporation, individual or group of individuals which also owns fifty percent (50%) or more of the voting shares of a party hereto; or any subsidiary of such corporation or organization all of whose voting share, with the exception of such directors' shares as may be required by statute, are owned by such corporation or organization. (3) The licenses granted by this Agreement shall not extend to any patent of the parties other than those specified herein and shall be unassignable except to the successor of the major part of the business of the party relating to the subject matter hereof or affiliated companies as previously defined. (4) This Agreement shall become effective upon execution and shall continue in effect for the life of the patent or patents, respectively, licensed hereunder. (5) Failure of the parties to agree on the issue of priority or matters ancillary thereto shall not affect the license rights conferred by this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in duplicate by their respective representatives, duly authorized, and their respective corporate -4- seals to be hereunto affixed as of the day and date first hereinabove written. JOHNSON & JOHNSON By John J. ^illegible^ -------------------- Authorized Officer RIEGEL TEXTILE CORPORATION By Roger W. Chastain -------------------- Authorized Officer -5- SCHEDULE E ---------- Benjamin, Humberto Kuehne, Michael Chappelear, Dave Lingertat, Arnold Cook, John Nguyen, Hlen Czekanski, Robert Parrish, Grant Erdman, Ed Paul, Rajendra Fink, Richard Piantek, Tom Groseneek, Albert Pieniak, Heinz Hall, Joseph Raymond, Stanley Hodul, George Rega, John Huffman, Gloria Reilly, Eugene Iskra, Mike Swieringa, Morris Jackson, Joe Tibbitt, William Korpman, Ralf Witte, Larry [LOGO OF WEYERHAEUSER] Law Department Tacoma, Washington 98477 Writers Direct Dial Number ###-###-#### July 25, 1988 Johnson & Johnson Office of General Counsel One Johnson & Johnson Plaza New Brunswick NJ ###-###-#### Attn: Robert L. Minier, Esq. Re: Amendment to Technology Agreement of October 15, 1987 Gentlemen: This letter is to amend the above-noted Technology Agreement to substitute the enclosed replacement page C2 of Schedule C for page C2 originally in the agreement. It is understood that some patents and patent applications were left off the original C2 and this has been remedied by the enclosed amendment. To indicate your acceptance and agreement to this amendment, please sign and return one copy of this letter. Very truly yours, /s/ Patrick D. Coogan Patrick D. Coogan Corporate Patent Counsel Assistant General Counsel jw2/822/e1 Enclosure AGREED TO AND ACCEPTED THIS AGREED TO AND ACCEPTED THIS 26th day of July, 1988 21st day of August, 1988 WEYERHAEUSER COMPANY JOHNSON & JOHNSON By B.V. Abraham By James R. Utaski ------------------------- -------------------------- (Signature) (Signature) B.V. Abraham President, James R. Utaski Personal Care Products Group Company Chairman ------------------------- -------------------------- (Print Name and Title) (Print Name and Title) C-2 JBD-44/ JBP-97/ JBP-159 JBP-120/ JBP 166 Patents - ------- U.S. Re 31,922 - -------------- U.S. 4,324,245 U.S. 4,388,075 Argentina 221074 Australia 525338-533635 Canada 53152-1154901-1181201 Chile 31273 Great Britain 2,010,682 Guatemala 3295 Hong Kong 80/1983 Jamaica 2831 Malaysia 22/84 Mexico 150635 Philippines 16555 Portugal 68941 Saban 63 South Africa 78/7112 Sarawak 1816 Trinidad 113 Venezuela 40765 Patent Applications - ------------------- Brazil ###-###-#### Columbia 178661 Ecuador 201 [LETTERHEAD OF WEYERHAEUSER APPEARS HERE] July 17, 1989 Johnson & Johnson Office of General Counsel One Johnson & Johnson Plaza New Brunswick NJ ###-###-#### Attn: Robert L. Minier, Esq. Re: Amendment to Technology Agreement of October 15, 1987 Gentlemen: This letter is to amend the above-noted Technology Agreement as follows: 1. Replace page C2 of Schedule C accepted on August 21, 1988. This amendment is necessary to delete reference to U.S. patent 4,388,075 and corresponding Canadian patents 1,154,901 and 1,181,201 which have been assigned to Weyerhaeuser by Johnson & Johnson Baby Products Company under the terms of an ASSIGNMENT, a copy of which is attached. 2. In view of the assignment of U.S. patent 4,388,075 and Canadian patents 1,154,901 and 1,181,201 from Johnson & Johnson to Weyerhaeuser, Weyerhaeuser hereby grants to J&J the nonexclusive paid up, irrevocable right and license to practice the invention claimed in U.S. patent 4,388,075 and in Canadian patents 1,154,901 and 1,181,201 in the manufacture, use and sale of Adult Diapers, Consumer Products, Industrial Products and of private label and control label Infant Diapers in the United States and Canada. Weyerhaeuser agrees to reimburse J&J for any outside costs incurred in responding to Weyerhaeuser's requests for cooperation in support of any litigation involving these assigned patents. 3. In the event that J&J exercises its option in Section 4.6 of terminating the Technology Agreement, Weyerhaeuser hereby agrees to reassign to J&J U.S. patent 4,388,075 and Canadian patents 1,154,901 and 1,181,201. 4. Replace page B-8 to include U.S. Patent 4,731,066 which issued March 15, 1988. Johnson & Johnson July 17, 1989 Page 2 To indicate your acceptance and agreement to this amendment and the attached assignment, please have these documents signed and return one copy of this letter and the assignment to me. Very truly yours, /s/ Patrick D. Coogan Patrick D. Coogan Corporate Patent Counsel & Assistant General Counsel jw2/626/e6 AGREED TO AND ACCEPTED THIS AGREED TO AND ACCEPTED THIS 18th day of July, 1989 24th day of August, 1989 WEYERHAEUSER COMPANY JOHNSON & JOHNSON BABY PRODUCTS COMPANY By /s/ B.V. Abraham By /s/ James R. Utaski --------------------------- ----------------------- (Signature) (Signature) B.V. Abraham, James R. Utaski, President PCP Company Group Chairman --------------------------- ----------------------- (Print Name and Title) (Print Name and Title) C-2 JBD-44/JBP-97/JBP-159 Patents - ------- U.S. Re 31,922 - -------------- U.S. 4,324,245 Argentina 221074 Australia 525338 -533635 Canada 1,153,152 Chile 31273 Great Britain 2,010,682 Guatamala 3295 Hong Kong 80/1983 Jamaica 2831 Malaysia 22/84 Mexico 150635 Philippines 16555 Portugal 68941 Saban 63 South Africa 78/7112 Sarawak 1816 Trinidad 113 Venezuala 40765 Patent Applicants - ----------------- Brazil ###-###-#### Columbia 178661 Ecuador 201 B-8 REVISED ------- Patents - ------- U.S. 3,779,246 J&J 665 Canada - 977,268 U.S. 4,573,991 JBD 50 U.S. 4,479,836 JBD 43 U.S. 4,576,598 JBD 41 U.S. 4,552,560 JBD 48 U.S. 4,731,066 JBD 131 Patent Application - ------------------ U.S. 828,073 JBD 104 [JOHNSON&JOHNSON LOGO] ONE JOHNSON & JOHNSON PLAZA OFFICE OF NEW BRUNSWICK, N.J. 08933-7003 GENERAL COUNSEL September 8, 1989 Mr. Patrick D. Coogan Assistant General Counsel Weyerhaeuser Corporation Tacoma, Washington Dear Pat: Re: Amendment to Technology Agreement Of October 15, 1987 - -------------------------------------- This letter is to further amend the above-noted Technology Agreement as follows: 1. Replace Schedules A, B and C with the attached revised Schedules A, B and C. This Amendment is necessary to delete reference to various patents and patent applications which have been assigned to Weyerhaeuser by Johnson & Johnson under the terms of the Assignments, copies of which are attached hereto. This Amendment is also to add various patents and patent applications to Schedules A, B and C which inadvertently had been omitted in the original Schedules. 2. In view of the attached Assignments, Weyerhaeuser hereby grants to J&J a non-exclusive, paid-up, irrevocable right and license to practice the inventions claimed in all of said assigned patents and patents issuing on the assigned patent applications in the manufacture, use and sale of Adult Diapers, Consumer Products, Industrial Products, and of private label and control label Infant Diapers. Weyerhaeuser agrees to reimburse J&J for any outside costs incurred in responding to Weyerhaeuser's request for cooperation and support of any litigation involving these assigned patents. Page 2 September 8, 1989 Patrick D. Coogan 3. In the event that J&J exercises its option in Section 4.6 of terminating the Technology Agreement, Weyerhaeuser hereby agrees to re-assign the patents and patent applications included in the attached Assignments. To indicate your acceptance and agreement to this Amendment and the attached Assignments, please have this document signed and return one copy of this letter to me. Very truly yours, /s/ Robert L. Minier -------------------- Robert L. Minier Agreed to and Accepted this 1st day of November, 1989. WEYERHAEUSER CORPORATION By /s/ B.V. Abraham ---------------------------- V.P. Personal Care Products - ------------------------------- Title Agreed to and Accepted this 11th day of September, 1989 JOHNSON & JOHNSON BY /s/ James R. Utaski ---------------------------- Company Group Chairman - ------------------------------- Title RLM/rak Attachments [WEYERHAEUSER LETTERHEAD] Corporate Headquarters Tacoma, Washington 98477 Tel ###-###-#### March 14, 1991 Johnson & Johnson Robert L Minier, Esq. Office of General Counsel Johnson & Johnson Plaza Brunswick NJ ###-###-#### Amendment to Technology Agreement Having an Effective Date of July 1, 1987 and Amendment to Asset Agreement of October 16, 1987 (#15956) Gentlemen: [COPY MISSING] result of our recent discussion about current circumstances relating to the subject matter of the agreements noted above and in consideration of our mutual exchange of amendments set forth herein, this letter is to further amend these agreements as follows: 1. Delete paragraph 7.01 Covenant Not to Compete in the Asset Agreement. 2. Delete paragraph 7.02 Right of First Offer in the Asset Agreement. 3. Delete paragraph 2.13 "Net Sales" in the Technology Agreement and replace it with the following: 2.13 "Prime Line Raw Material Costs" shall mean the actual costs incurred by Weyerhaeuser or its sublicensees for all of the raw materials used on the prime line to manufacture any Royalty Products. 4. Delete paragraph 3.1 in the Technology Agreement and replace it with the following: 3.1 J&J hereby grants to Weyerhaeuser an exclusive license in Weyerhaeuser Territory, with the right to grant sublicenses and a non-exclusive license in Non-Exclusive Territory, with the right to grant sublicenses to utilize Licensed Technology to manufacture, have manufactured, use and sale Infant Diapers, Consumer Products, Industrial Products and Adult Diapers. It is understood, however, that each sublicense relating to Adult Diapers must be approved by J&J before being effective and J&J will not unreasonably delay or deny such approval. Johnson & Johnson March 14, 1991 Page 2 5. Delete paragraph 3.2 in the Technology Agreement and replace it with the following: 3.2 Weyerhaeuser hereby grants to J&J a paid-up, non-exclusive license in Weyerhaeuser Territory to utilize Licensed Technology to manufacture, have manufactured, use and sell Consumer Products, Industrial Products and Adult Products. 6. Delete paragraph 3.3 in the Technology Agreement and replace it with the following: 3.3 J&J hereby grants to Weyerhaeuser an exclusive license in Weyerhaeuser Territory, with the right to grant sublicensees and a non-exclusive license in Non-Exclusive Territory, with the right to grant sublicensees to manufacture, have manufactured, use and sell Infant Diapers, Consumer Products, Industrial Products and Adult Diapers within the scope of any Valid Claim of a C-C Patent, a Diaper Patent or an Improvement Patent owned by J&J. It is understood, however, that each sublicense relating to Adult Diapers must be approved by J&J before being effective and J&J will not unreasonably delay or deny such approval. 7. Delete paragraph 3.4 in the Technology Agreement and replace it with the following: 3.4 Weyerhaeuser hereby grants to J&J a paid-up non-exclusive license in Weyerhaeuser Territory to manufacture, have manufactured, use and sell Adult Diapers, Consumer Products and Industrial Products within the scope of any Valid Claim of a C-C Patent or Diaper Patent. 8. Delete paragraph 3.5 in the Technology Agreement and replace it with the following: 3.5 Weyerhaeuser grants to J&J a paid-up nonexclusive license in Weyerhaeuser Territory to manufacture, have manufactured, use and sell Infant Diapers within the scope of any Valid Claim of the patents and patent applications listed in Schedule C. 9. Delete paragraph 3.6 in the Technology Agreement and replace it with the following: 3.6 J&J hereby covenants not to sue Weyerhaeuser or its sublicensees for infringement of any Other Patent as long as the Infant Diaper, Adult Diaper, Consumer Product or Johnson & Johnson March 14, 1991 Page 3 Industrial Product is made, used or sold exercising the licenses of Grants 3.1 or 3.3. 10. Amend the last line of paragraph 4.1 in the Technology Agreement to read as follows: ... December 31, 1990. 11. Delete paragraph 4.2 in the Technology Agreement and replace it with the following: 4.2 In addition, Weyerhaeuser agrees to pay J&J a royalty of Two Percent (2%) of the Prime Line Raw Material Costs for all the Royalty Products sold by Weyerhaeuser and its sublicensees: a. in 1991, but such royalty total shall be not less than One Hundred Thousand Dollars ($100,000); b. in 1992, but such royalty total shall be not less than Two Hundred Thousand Dollars ($200,000); c. in 1993, but such royalty total shall be not less than Three Hundred Thousand Dollars ($300,000; and d. in 1994 and each year thereafter until 2001, but such royalty total for each year shall be not less than Four Hundred Thousand Dollars ($400,000). 12. Delete paragraph 4.3 in the Technology Agreement and replace it with the following: 4.3 Weyerhaeuser agrees to send written royalty reports to J&J within forty-five (45) days after the end of each fiscal half-year report period between January 1991 and December 2001 and after the final report period ending February 19, 2002. Such reports will set forth the Prime Line Raw Material Costs for the Royalty Products sold during the report period by Weyerhaeuser and its sublicensees. Concurrently with such reports Weyerhaeuser shall pay J&J the royalties in accordance with paragraph 4.2. 13. Amend line two (2) of paragraph 4.4 of the Technology Agreement by replacing "Net Sales" with "Prime Line Raw Material Costs." Johnson & Johnson March 14, 1991 Page 4 14. Delete paragraphs 4.6, 4.7 and 4.8 in the Technology Agreement and replace them as follows: 4.6 The minimum royalties as provided in paragraph 4.2 for the years 1991, 1992, 1993 and 1994 shall be considered guaranteed minimums. In the event that Weyerhaeuser fails to pay such minimum royalties, J&J shall have the option of terminating this Technology Agreement by providing written notice to Weyerhaeuser exercising such option within sixty (60) days after the due date for the payment of such royalties for the year in question. This notice shall not be effective to terminate this Technology Agreement if Weyerhaeuser pays to J&J the balance due within thirty (30) days after receipt of J&J's notice. 4.7 In the event the royalties paid by Weyerhaeuser under paragraph 4.2 are less than the amount specified for the years 1995 to 2001, J&J shall have the option to terminate all rights of Weyerhaeuser and its sublicensees to practice any C-C Patents with all other rights being deemed irrevocable and paid up as provided in paragraph 4.1. To exercise this option J&J shall provide written notice thereof to Weyerhaeuser within sixty (60) days after the due date for royalty payment for the year in question. The notice shall not be effective to terminate such rights if Weyerhaeuser pays to J&J the balance due within thirty (30) days after receipt of J&J's notice. 15. Delete paragraph 13.3 in the Technology Agreement and replace it as follows: 13.3 This Technology Agreement may be assigned by either party hereto under the following conditions: a. If the assignee is Procter & Gamble, Kimberly-Clark, or any entity which is controlled by or controls either entity then any amendments made to the Compensation Section 4.0 shall be ineffective and the original paragraphs restored; b. If the prime line for producing Royalty Products is offered for sale before December 31, 1994, Weyerhaeuser must promptly notify J&J and J&J shall have twenty one (21) days in which to accept such offer before Weyerhaeuser can accept any offer from a third party. However, Weyerhaeuser shall not accept a third party offer for a price less than a price Johnson & Johnson March 14, 1991 Page 5 equivalent in value to the price offered to J&J; provided, however, notwithstanding anything to the contrary, this paragraph 13.3 b shall not apply in the event the prime line (i) is offered for sale as part of the sale by Weyerhaeuser of other assets in which the fair market value of the prime line is less than one-half the fair market value of such other assets or (ii) sold, contributed or otherwise transferred to a joint venture or other entity in which Weyerhaeuser retains a financial interest of any kind; and c. Before any assignment of this Technology Agreement is effective, prompt notification of such assignment with a written assurance by the acquiring party of its willingness and ability to fully perform all obligations of the selling party are required. To indicate your acceptance and agreement to this amendment, please have these duplicate copies signed and return one copy to me. Very truly yours, Patrick D. Coogan Assistant General Counsel & Corporate Patent Counsel jw2/414/d4 AGREED TO AND ACCEPTED THIS AGREED TO AND ACCEPTED THIS 18 day of March, 1991 19 day of June, 1991 WEYERHAEUSER COMPANY JOHNSON & JOHNSON By: /s/ John W. Creighton, Jr. By: /s/ C.D. Simonds -------------------------- ----------------------- (Signature) (Signature) John W. Creighton, Jr., President C.D. Simonds, Pres. JJCPI - --------------------------------- --------------------------- (Print Name and Title) (Print Name and Title) [LETTERHEAD OF JOHNSON & JOHNSON] OFFICE OF ONE JOHNSON & JOHNSON PLAZA GENERAL COUNSEL NEW BRUNSWICK. N.J. 08933-7003 May 12, 1992 Patrick Coogan, Esq. Weyerhaeuser Company Tacoma, Washington 98477 Dear Pat: This will confirm my telephone request of a couple of months ago, soliciting Weyerhaeuser's consent for McNeil-PPC Inc. to grant non-exclusive licenses under U.S. Patent 4,388,075, if and to the extent that such licenses are granted together with an express license under our U.S. Patent 4,938,754. By countersignature and return of this letter, please confirm your agreement. It is understood that in such licenses, royalties attributable solely to U.S. Patent 4,388,075 shall be equally divided between us, but that royalties attributed solely to U.S. Patent 4,938,754, or jointly to patents 4,388,075 and 4,938,754, shall be solely the right and property of McNeil-PPC Inc. Pursuant to paragraph 3.5 of the Technology Agreement between Weyerhaeuser and Johnson & Johnson dated July, 1, 1987, Weyerhaeuser has a covenant not to sue from Johnson & Johnson on U.S. Patent 4,938,754. Please signify your agreement by attending to the authorized execution of this letter at the space provided below, retaining the enclosed duplicate original for your own records. Thank you for your cooperation. Sincerely, /s/ Bob Minier --------------------------- Robert L. Minier RLm/rak WEYERHAEUSER BY /s/ B.V. Abraham ------------------- Title Vice President ---------------- Date May 22, 1992 ---------------- [LETTERHEAD OF JOHNSON & JOHNSON] OFFICE OF ONE JOHNSON & JOHNSON PLAZA GENERAL COUNSEL NEW BRUNSWICK. N.J. 08933-7003 May 20, 1992 Weyerhauser Company Tacoma Washington 98477 Gentlemen: Re: Amendment to Technology Agreement Having An Effective Date of July 1, 1987 - ------------------------------------------------ This letter is to amend the subject Technology Agreement as follows: 1. Delete paragraph 2.14. 2. Delete paragraph 2.15. 3. Replace paragraph 2.16 with the following: ""Weyerhaeuser Territory" shall mean the territory of Earth." 4. Replace Schedules A, B and C with the attached Schedules A, B and C, each dated April 20, 1992. 5. In the Amendment dated March 14, 1991, to the subject Technology Agreement in: a. Paragraph 3.1 delete the phrase "and a non-exclusive license in Non- Exclusive Territory, with the right to grant sublicenses." b. Paragraph 3.3 delete the phrase "and a non-exclusive license in Non-Exclusive Territory, with the right to grant sublicenses". May 20, 1992 [COPY MISSING] indicate your acceptance and agreement to this Amendment, please [COPY MISSING] return one copy of this letter. Very truly yours, Robert L. Minier [COPY MISSING] AGREED AND ACCEPTED THIS AGREED AND ACCEPTED THIS __ day of May, 1992 20th day of May, 1992 WEYERHAEUSER COMPANY JOHNSON & JOHNSON By /s/ B.V. Abraham By /s/ Stephen J. Cosgrove -------------------- --------------------------------- (signature) B.V. Abraham Stephen J. Cosgrove, VP Finance JJCPI - ----------------------- ------------------------------------- (Print name and title) (Print name and title) Law Department Tacoma, Washington 98477 [LETTERHEAD OF WEYERHAEUSER] Air Express: 33663 Weyerhaeuser Way South Federal Way, Washington 98003 Writers Direct Dial Number TEL ###-###-#### FAX ###-###-#### June 10, 1992 Robert L. Minier, Esq. Office of General Counsel Johnson & Johnson One Johnson & Johnson Plaza New Brunswick NJ ###-###-#### Re: Amendment to Technology Agreement, Effective Date July 1, 1987 Dear Bob: This letter is to amend the above-noted Technology Agreement as follows: 1. Replace the word "Products" with "Diapers" in the last line of Paragraph 3.2 of the amendment accepted June 19, 1991. 2. In Paragraph 13.3b, last line before "and" insert - or (iii) is offered for sale, sold, contributed or otherwise transferred to a third party with the limitation that until February 19, 2002 the products of the prime line will be sold to J&J for any uses, to Scott Health Care for use only in Adult Diapers while a sublicensee hereunder and to others for use only in Infant Diapers -. 3. Replace Schedules A, A', B, B' and C with the attached Schedules A, A', B, B' and C each dated June 5, 1992. To indicate your acceptance and agreement to this Amendment, please sign and return one copy of this letter. Very truly yours, Patrick D. Coogan Assistant General Counsel & Corporate Patent Counsel AGREED AND ACCEPTED THIS AGREED AND ACCEPTED THIS day of June, 1992 day of June, 1992 - ---- ---- WEYERHAEUSER COMPANY JOHNSON & JOHNSON By By --------------------- ----------------------- (Signature) (Signature) - ------------------------ ------------------------- (Print Name and Title) (Print Name and Title) REVISED JUNE 5, 1992 -------------------- Schedule A ---------- A-1 JBD 2/25 (Weyco #16951) Patents - ------- U.S. Patent 4,500,315 and 4,537,590 ----------------------------------- Argentina 234479 Austria 0108637 Australia 558202 Belgium 0108637 Bolivia B-4737 Brazil P-18306016 Canada 1,209,752 Chile 34798 Denmark 161,664 Ecuador PI-86-187 Eire 54695 EPO 0108637 France 0108637 Germany P ###-###-####.5.08 Great Britain 2,131,346 Greece 78755 Guatemala 3775 Hong Kong 419/1987 India 161085 Italy 0108637 Japan 1,586,799 Korea 42835 Luxembourg 0108637 Mexico 157756 REVISED JUNE 5, 1992 -------------------- A-1 Continued JBD 2/25 (Weyco #16951) Netherlands 0108637 New Zealand 206055 Norway 167,760 Peru 3814 Philippines 19243 Portugal 77627 Sarawak 3208 Singapore 242/87 South Africa 83/8282 Spain 527081, 280301, 280302, 280303, 280304, 280305, 280306 Sweden 0108637 Switzerland 0108637 Taiwan 22229 Trinidad 24/1987 Venezuela 47305 Patent Applications - ------------------- Colombia 227109 Egypt 691/1983 Malaysia ###-###-#### Thailand 001958 REVISED JUNE 5, 1992 -------------------- A-2 JBD 54 (Weyco #16953) Patents - ------- U.S. Patent 4,676,784 --------------------- Canada 1239012 Singapore 187/91 Trinidad 16/1991 - -------------------------------------------------------------------------------- A-3 JBD 62 (Weyco #16954) Patents - ------- U.S. 4,560,372 -------------- Canada 1245004 Hong Kong 305/1991 Singapore 164/91 Trinidad 15/1991 REVISED JUNE 5, 1992 -------------------- A-4 JBD 72 (Weyco #16956) Patents - ------- U.S. Patent 4,559,050 --------------------- Canada 1252953 Patent Applications - ------------------- Japan 180067/85 - -------------------------------------------------------------------------------- A-5 JBD 73 (Weyco #16957) Patents - ------- U.S. 4,596,567 -------------- Canada 1251902 Patent Applications - ------------------- Japan 180068/85 - -------------------------------------------------------------------------------- A-6 JBD 74 (Weyco #16958) Patents - ------- U. S. 4,605,402 --------------- Canada 1251901 Hong Kong 1076/1991 Singapore 955/91 Trinidad 61/1991 Patent Applications - ------------------- Brazil ###-###-#### Japan 180069/85 REVISED JUNE 5, 1992 -------------------- A-7 ABTK I (Weyco #16946) Patents - ------- Australia 543970 Brazil PI ###-###-#### Canada 1,163,599 EPO 0040087 France 0040087 Great Britain 0040087 Germany ###-###-####.8 Hong Kong 291/1985 Malaysia 1115/1985 Mexico 154820 Netherlands 0040087 Singapore 928/84 South Africa 81/3131 Patent Applications - ------------------- Japan 501802/81 - ------------------------------------------------------------------------------- A-8 ABTK 009 (Weyco #16947) Patents - ------- U.S. 4,381,320 -------------- Argentina 229126 Australia 551832 Brazil PI ###-###-#### Canada 1203772 Great Britain ###-###-#### New Zealand 200725 Portugal 74987 South Africa 82/3882 Patent Applications - ------------------- Germany ###-###-####.2 Japan 94149/82 REVISED JUNE 5, 1992 -------------------- U.S. Patent 4,573,988 A-9 - --------------------- JBD 66 (Weyco #18681) (CIP of JBD 2 and JBD 25) U.S. Patent 4,540,454 JBD 78 (Weyco #18682) - --------------------- (Div. of JBD 2 and JBD 25) REVISED JUNE 5, 1992 -------------------- A'-1 Recent Inventions: - ------------------ File 1047.141 Relatively Soft Pliable Water-Swellable Polymer: Filed June 21, - ------------- 1989; S.N. 07/365,206 QBD 154) ABANDONED May 1991 Weyco #16635 File 1047.143 Hydrocolloid Polymer: Filed June 12, 1989; S.S. 365,224 - ------------- (JBD 155) Weyco #16697 File 1047.145 Absorbent Mixture, Method of Making Same and Absorbent Article - ------------- Including Same: Filed June 14, 1989; S.N. 365,967 (JBD 153) Weyco #16698 now U.S. Patent No. 5,100,397 issued 3/31/92.* File 1047.148 Hydrocolloid Polymer with Improved Sorption: Filed June 12, - ------------- 1989; S.N. 07/365,979 QBD 156) ABANDONED 5/1/91. Weyco #16699 File 1047.153 Low Bulk Disposable Diaper: Filed October 27, 1988; S.N. - ------------- 263,529 (JBD 157) Now U.S. Patent No. 5,098,423 issued 3/24/92. Weyco #16700 Weyco #16888 Highly Swellable Absorbent Polymers. No application filed. Weyco #16889 Highly Swellable Absorbent Polymer via U.V. No application filed. Weyco #16898 Manufacture of Composite Web Having Absorbent Properties: Filed April 10, 1989; S.N. 335,764 (JBD 158) ABANDONED May 1991. 6698: Also pending in Canada ###-###-####, Europe Pub. 402650, Japan 115021/90 and U.S. (Divisional) Serial No. 772,772 filed October, 1991 REVISED JUNE 5, 1992 -------------------- SCHEDULE B ---------- B-1 JBD 8 (Weyco #16949) Patents - ------- U.S. Patent 4,413,995 --------------------- Canada 1,192,456 Singapore 860/85 - -------------------------------------------------------------------------------- B-2 JBD 11 (Weyco #16950) Patents - ------- U. S. 4,540,415 --------------- - -------------------------------------------------------------------------------- B-3 Patents JBP 22 (Weyco #14022) - ------- U.S. 4,084,592 -------------- Patents JBD 76 (Weyco #16960) - ------- U.S. 4,880,420 -------------- Brazil P18503818 Canada 1257751 Patent Applications - ------------------ Japan 180071/85 REVISED JUNE 5, 1992 -------------------- B-4 JBD 70 (Design) (Weyco #16955) Patents - ------- Canada 55968 - -------------------------------------------------------------------------------- B-6 JBD 47/103 (Weyco #16952) Patents - ------- U.S. Patent 4,985,025 --------------------- Canada 1241503 - -------------------------------------------------------------------------------- B-7 JBD 75/106/129/149 (Weyco #16964) Patents - ------- U.S. 4,883,48 ------------- Canada 1252952 - -------------------------------------------------------------------------------- B-8 JBD 29/JBD 130 (Weyco #18828) Patents - ------- Canada 1236074 Singapore 611/90 Trinidad 25/90 REVISED JUNE 5, 1992 -------------------- B-9 JBD 107/JBD 128 (Weyco #14107) Patents - ------- U.S. 4,813,947 -------------- Patent Applications - ------------------- Canada 526378-6 - -------------------------------------------------------------------------------- B-10 Patents - ------- U.S. 3,779,246 J&J 665 (Weyco #14665) Canada 977,268 U.S. 4,464,217 JBP 177 (Weyco #14177) Canada 1,186,288 U.S. 4,084,592 JBP 22 (Weyco #14022) U.S. 4,573,991 JBD 50 (Weyco #14050) U.S. 4,479,836 JBD 43 (Weyco #14043) U.S. 4,576,598 JBD 41 (Weyco #14041) U.S. 4,552,560 JBD 48 (Weyco #14048) U.S. 4,723,954 JBD 104 (Weyco #16963) U.S. 4,662,874 JBD 105 (Weyco #14105) U.S. 4,731,066 JBD 131 (Weyco #14131) U.S. 4,886,511 JBD 144 (Weyco #14144) U.S. 4,941,933 JBD 146 (Weyco #14146) REVISED JUNE 5, 1992 -------------------- SCHEDULE B' ----------- B'-I Recent Inventions: - ----------------- File 1047.142 Disposable Diaper with Center Gathers: Filed October 27, 1988; - ------------- S.N. 263,260 (JBD 159) U.S. Patent 4,935,021 issued 6/19/90; Weyco #16696 Canada S.N. 614682 9/29/89 REVISED JUNE 5, 1992 -------------------- SCHEDULE C ---------- C-1 JBD 7/JBP 98/JBP 158 (Weyco #14098) Patents - ------- U.S. 4,450,026 ------------- U.S. 4,337,771 -------------- Australia 528,814 Brazil ###-###-#### Canada 1,195,804 Japan 1,591,935 South Africa 79/0351 - -------------------------------------------------------------------------------- C-2 JBD 44/JBP 97/JBP 159/JBP 120/JBP 166 (Weyco #s 14044, 16696, 19070, 19147, 17914) Patents - ------- U.S. RE 31,922 -------------- U.S. 4,324,245 -------------- Argentina 221074 Australia 526338 - 533635 Canada 1153152 Chile 31273 Guatemala 3295 Venezuela 40765 Patent Application - ------------------ Ecuador 210 REVISED JUNE 5, 1992 -------------------- C-3 JBP 157/JBP 100 (Weyco #18226) Patents - ------- U.S. 4,336,803 -------------- - -------------------------------------------------------------------------------- C-5 Patent - ------ U.S. 4,381,783 JBP 210 (Weyco #14210) -------------- U.S. RE 32,957 JBD 90 (Weyco #14090) --------------
