This Transitional Trademark License Agreement (the Agreement) is made and entered into by and between International Paper Company, a New York, United States of America corporation having an office at 6400 Poplar Avenue, Memphis, Tennessee 38197 (hereinafter referred to as Licensor) and Global Holdings II, Inc., a Delaware, United States of America corporation having an office at 6400 Poplar Avenue, Memphis, Tennessee 38197, and its Affiliates (hereinafter referred to as Licensee). Parties refers to Licensor and Licensee jointly. Party refers to Licensor or Licensee individually.
A. Licensor and Licensee have entered into a Separation and Distribution Agreement dated as of September 29, 2021 (the Separation Agreement), pursuant to which Licensor has agreed to contribute, assign, transfer, convey and deliver to Licensee all of Licensors right, title and interest in and to the SpinCo Assets on the terms and subject to the conditions set forth in the Separation Agreement;
B. The Licensed Trademarks (as defined below) are not being transferred to Licensee pursuant to the Separation Agreement;
C. Licensor is the owner of the Licensed Trademarks, which are highly renowned and have acquired worldwide fame, great value, unique prestige, distinction, wide public recognition, acceptance and goodwill;
D. Licensee will need to transition the use of the Licensed Trademarks to its own brands and trademarks as part of signage, vehicles, stationary, business cards and the like;
E. Licensee desires to manufacture and sell products and packaging materials bearing the Licensed Trademarks for a limited transitional period; and
F. Licensor has agreed to license the Licensed Trademarks to the Licensee, subject to and on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth herein.
1.1 The Effective Date of this Agreement is September 30, 2021.