INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
PureGlow Personal-Care Product Line
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006
Prepared for execution at Closing pursuant to the Asset Purchase Agreement dated as of June 16, 2025
Meridian Consumer Brands LLC (Assignor)
and
Lakebridge Home & Personal Care, Inc. (Assignee)
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is entered into as of June 16, 2025 (the "Effective Date"), by and between:
MERIDIAN CONSUMER BRANDS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware ("Assignor"), with its principal place of business at 450 Park Avenue South, 14th Floor, New York, NY 10016 (EIN: 83-2947156);
and
LAKEBRIDGE HOME & PERSONAL CARE, INC., a corporation duly organized and existing under the laws of the State of Ohio ("Assignee"), with its principal place of business at 7100 Rockside Road, Suite 400, Independence, OH 44131 (EIN: 31-4589201).
Assignor and Assignee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is executed and delivered pursuant to, and as a closing deliverable under, the Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "APA"), between Assignor and Assignee, relating to the carve-out divestiture of the PureGlow personal-care product line. The Effective Date of this Agreement is the Closing Date under the APA.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA.
Assignor desires to assign, and Assignee desires to acquire and accept the assignment of, all right, title, and interest in and to the Assigned IP (as defined below) associated with the PureGlow product line, on the terms and subject to the conditions set forth herein and in the APA.
RECITALS
WHEREAS, Assignor is engaged in the business of developing, manufacturing, marketing, distributing, and selling multi-brand consumer products, including the PureGlow personal-care product line, which comprises body wash, lotion, facial cleanser, and hand soap products offered across twenty-three (23) stock keeping units ("SKUs") spanning four (4) product categories;
WHEREAS, Assignor and Assignee have entered into the APA, pursuant to which Assignor has agreed to sell, convey, transfer, assign, and deliver to Assignee, and Assignee has agreed to purchase and accept from Assignor, certain Acquired Assets relating to the PureGlow product line for a total Purchase Price of Forty Million Dollars ($40,000,000), subject to adjustment as provided in the APA;
WHEREAS, the Purchase Price Allocation prepared pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, allocates Eighteen Million Five Hundred Thousand Dollars ($18,500,000) of the Purchase Price to intellectual property assets, including trademarks, trade names, proprietary formulations, and related intangible assets;
WHEREAS, pursuant to the APA, the Acquired Assets include all intellectual property owned by Assignor and used exclusively or primarily in connection with the PureGlow product line, including all trademarks, trade names, trade dress, copyrights, trade secrets, formulations, domain names, social media accounts, and associated goodwill;
WHEREAS, as a condition precedent to the closing of the transactions contemplated by the APA, Assignor is required to execute and deliver this Agreement to effectuate the assignment, transfer, and conveyance of the Assigned IP to Assignee;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the representations and warranties set forth herein, and the consideration set forth in the APA, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:
Right-click to update Table of Contents
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Assigned IP" means, collectively, all intellectual property rights described in Section 2.1 and set forth on Schedule A hereto, including all PureGlow Trademarks, trade dress, Formulations, Domain Names, copyrights, Goodwill, and all ancillary rights associated therewith.
"APA" means the Asset Purchase Agreement, dated as of June 16, 2025, between Assignor and Assignee, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Closing Date" has the meaning ascribed to such term in the APA, which is June 16, 2025.
"Domain Names" means all internet domain names incorporating the "PureGlow" name or any variation, derivative, abbreviation, or misspelling thereof, as listed on Schedule A-4 attached hereto, together with all registrations, renewals, and extensions related thereto.
"Formulations" means all trade secrets, proprietary formulations, ingredient specifications, ingredient sourcing information, batch records, manufacturing processes, quality control protocols, testing methodologies, stability data, and related technical know-how used exclusively or primarily in the manufacture, production, testing, or quality assurance of PureGlow Products, as described on Schedule A-3 attached hereto.
"Goodwill" means all goodwill of the business of Assignor associated with, symbolized by, and appurtenant to the Assigned IP, including the PureGlow Trademarks, and all customer recognition, brand loyalty, market positioning, and business reputation associated therewith.
"Permitted Encumbrances" has the meaning ascribed to such term in the APA.
"PureGlow Products" means PureGlow-branded body wash, lotion, facial cleanser, and hand soap products, comprising twenty-three (23) SKUs across four (4) product categories, as more fully described in the APA and the Schedules hereto.
"PureGlow Trademarks" means all trademarks, service marks, trade names, brand names, logos, slogans, taglines, and trade dress associated with the PureGlow product line, whether registered or unregistered, including all common law rights therein, and including all registrations and applications therefor listed on Schedule A-1 attached hereto, together with all renewals, extensions, continuations, divisions, and reissues thereof.
"Registered IP" means those items of Assigned IP that are the subject of a registration, application, filing, or listing with any Governmental Authority, including the USPTO, any state trademark office, the United States Copyright Office, or any domain name registrar, as listed on Schedule A-1 and Schedule A-2 attached hereto.
"USPTO" means the United States Patent and Trademark Office.
Section 1.2 — APA Definitions
All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between the definitions set forth in this Section 1.1 and the definitions set forth in the APA, the definitions in this Agreement shall control for purposes of this Agreement, and the definitions in the APA shall control for purposes of the APA.
Section 1.3 — Rules of Construction
Unless the context of this Agreement otherwise requires: (a) references to "Articles," "Sections," "Schedules," and "Exhibits" are to the Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specifically stated; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) words in the singular shall be deemed to include the plural, and vice versa; (d) words of one gender shall be deemed to include the other genders; (e) the word "or" is not exclusive; (f) references to a "Person" include natural persons, corporations, limited liability companies, partnerships, joint ventures, trusts, associations, and other entities; (g) headings and captions are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement; and (h) references to any statute, rule, or regulation shall include any amendment, modification, or successor thereto.
ARTICLE II — ASSIGNMENT OF INTELLECTUAL PROPERTY
Section 2.1 — Assignment
Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Effective Date, all of Assignor's right, title, and interest in, to, and under the following intellectual property rights (collectively, the "Assigned IP"):
(a) Trademarks and Trade Names. All PureGlow Trademarks, including all United States federal trademark registrations and pending applications therefor filed with the USPTO, all state trademark registrations and pending applications therefor filed with any state trademark office, and all common law trademark rights, in each case as listed on Schedule A-1 attached hereto. The foregoing assignment includes, without limitation, all right, title, and interest in and to: (i) all renewals, extensions, continuations, divisions, and reissues of any such registrations and applications; (ii) all priority rights and rights of priority arising from such registrations and applications; and (iii) all rights to sue and recover damages for past, present, and future infringement, dilution, unfair competition, or other violation thereof, including all claims and causes of action that have accrued prior to the Effective Date.
(b) Trade Dress. All trade dress rights associated with the PureGlow product line, including, without limitation, all rights in product packaging, bottle and container shapes, label designs, color schemes, graphic layouts, font selections, and overall commercial impression of the PureGlow Products, whether registered or unregistered, and whether arising under federal, state, or common law.
(c) Formulations and Trade Secrets. All proprietary product formulations, ingredient specifications, ingredient sourcing and supplier information, batch manufacturing records, manufacturing processes, quality control protocols, testing methodologies, stability testing data, shelf-life studies, and related technical know-how used exclusively or primarily in connection with the manufacture, production, testing, quality assurance, or quality control of the PureGlow Products, as described on Schedule A-3 attached hereto. The foregoing includes all documentation, records, notebooks, databases, and other tangible and intangible embodiments of such Formulations and trade secrets, whether in written, electronic, or other form.
(d) Domain Names. All internet domain names incorporating the "PureGlow" name or any derivative, abbreviation, misspelling, or variation thereof, as listed on Schedule A-4 attached hereto, together with all associated registrations, renewals, and rights therein, and all associated website content, website code, digital assets, and social media accounts identified on Schedule A-5 attached hereto.
(e) Copyrights. All copyrights, whether registered or unregistered, in and to all marketing materials, product packaging artwork, label copy, advertising copy, promotional materials, photography, videography, graphic designs, and other works of authorship created for, or relating exclusively to, the PureGlow Products, including all copyright registrations and applications listed on Schedule A-2 attached hereto, together with all renewals, extensions, and reversions thereof.
(f) Goodwill. All goodwill of the business of Assignor symbolized by, associated with, or appurtenant to the PureGlow Trademarks and the other Assigned IP, including all customer recognition, consumer loyalty, brand equity, market positioning, reputation, and business value associated with the PureGlow name and products.
(g) Ancillary Rights. All rights to sue and recover damages, profits, and other remedies for past, present, and future infringement, misappropriation, dilution, unfair competition, or other violation of any of the foregoing Assigned IP, whether such claims or causes of action accrued before, on, or after the Effective Date; all rights to royalties, license fees, income, and proceeds arising from or relating to any of the foregoing Assigned IP; and all rights to file, prosecute, register, maintain, renew, extend, and enforce any of the foregoing Assigned IP, in each jurisdiction throughout the world.
The assignment, transfer, and conveyance effected by this Section 2.1 is intended to be, and shall be construed as, an absolute and irrevocable assignment of all of Assignor's right, title, and interest in and to the Assigned IP, and not merely a license, sublicense, or other grant of rights.
Section 2.2 — Assumption
Assignee hereby accepts the assignment of the Assigned IP set forth in Section 2.1 and assumes all obligations of Assignor arising on or after the Effective Date with respect to the Assigned IP, to the extent such obligations constitute Assumed Liabilities under the APA. For the avoidance of doubt, Assignee does not assume any Excluded Liabilities (as defined in the APA) with respect to the Assigned IP, including any liabilities arising from the ownership, use, or exploitation of the Assigned IP prior to the Effective Date to the extent not constituting Assumed Liabilities.
Section 2.3 — Excluded intellectual Property
For the avoidance of doubt, the Assigned IP shall not include any intellectual property of Assignor that is not used exclusively or primarily in connection with the PureGlow Products. Without limiting the generality of the foregoing, the Assigned IP does not include:
(a) Assignor's corporate name "Meridian Consumer Brands" and any trademarks, service marks, trade names, logos, or other intellectual property associated with or incorporating such corporate name;
(b) Any trademarks, trade names, trade dress, formulations, copyrights, or other intellectual property associated with Assignor's other product lines, including Assignor's household cleaning product lines, pet-care product lines, and other personal-care brands not part of the PureGlow product line;
(c) Any intellectual property owned by third parties and licensed to Assignor under license agreements that are not exclusively related to the PureGlow Products; and
(d) Any intellectual property that is shared or used in common across multiple Assignor product lines and that is not used exclusively or primarily in connection with the PureGlow Products.
Intellectual property described in clause (d) above that is used in connection with the PureGlow Products on a shared or non-exclusive basis is addressed in the Transition Services Agreement, dated as of the date hereof, between Assignor and Assignee (the "Transition Services Agreement"), and is not assigned hereunder. To the extent any such shared intellectual property requires a license for Assignee's continued use following the expiration or termination of the Transition Services Agreement, such license shall be governed by the terms of the Transition Services Agreement or such other agreement as the Parties may enter into.
Section 2.4 — Purchase Price Allocation
The Parties acknowledge and agree that, pursuant to the Purchase Price Allocation set forth in Section 2.7 of the APA and the Purchase Price Allocation Memorandum prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, the portion of the aggregate Purchase Price of Forty Million Dollars ($40,000,000) allocated to intellectual property (including trademarks, trade names, formulations, and related intangible assets constituting the Assigned IP) is Eighteen Million Five Hundred Thousand Dollars ($18,500,000). Each Party shall use such allocation consistently for all Tax reporting purposes, including on Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060) and any corresponding state or local Tax forms. Neither Party shall take any position on any Tax return, in any Tax proceeding, or otherwise that is inconsistent with such allocation, unless otherwise required by a final determination by the Internal Revenue Service or a court of competent jurisdiction.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:
Section 3.1 — Organization and Authority
Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has the requisite limited liability company power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, including the assignment, transfer, and conveyance of the Assigned IP to Assignee. The execution, delivery, and performance of this Agreement by Assignor has been duly authorized by all necessary limited liability company action on the part of Assignor, including all requisite approvals by Assignor's members and/or managers as required under Assignor's certificate of formation and limited liability company operating agreement. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (whether applied in a proceeding at law or in equity).
Section 3.2 — Ownership of Assigned IP
Assignor is the sole and exclusive owner of all right, title, and interest in and to each item of Assigned IP, free and clear of all liens, encumbrances, pledges, security interests, claims, charges, options, restrictions on transfer, and other encumbrances of any kind or nature whatsoever (collectively, "Encumbrances"), other than Permitted Encumbrances. No other Person has any right, title, interest, license, or other claim in, to, or with respect to any of the Assigned IP, other than the rights granted to Assignee hereunder and Permitted Encumbrances. Assignor has not previously assigned, transferred, conveyed, or encumbered any of the Assigned IP to any third party, and Assignor has the full and unrestricted right to assign, transfer, and convey the Assigned IP to Assignee as contemplated by this Agreement.
Section 3.3 — Validity and Enforceability
To Assignor's Knowledge (as defined in the APA), all registrations included in the Registered IP are valid, subsisting, and in full force and effect, and have not been abandoned, cancelled, or expired. All required maintenance filings, affidavits of use, renewal applications, renewal fees, annuities, and other filings and payments required to maintain the Registered IP in full force and effect have been timely paid or filed with the applicable Governmental Authority, including the USPTO. To Assignor's Knowledge, no registration included in the Registered IP is the subject of any pending or threatened opposition, cancellation proceeding, interference, or other adversarial proceeding before the USPTO or any other Governmental Authority.
Section 3.4 — Non-Infringement
To Assignor's Knowledge, the use of the Assigned IP in connection with the PureGlow Products as currently conducted by Assignor does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights or other proprietary rights of any third party. To Assignor's Knowledge, no third party is currently infringing, misappropriating, diluting, or otherwise violating any of the Assigned IP. Assignor has not sent any written notice to any third party alleging infringement, misappropriation, or other violation of any of the Assigned IP that remains unresolved as of the Effective Date, except as set forth on Schedule 3.5 hereto.
Section 3.5 — No Litigation
Except as set forth on Schedule 3.5 attached hereto, there is no Action (as defined in the APA) pending or, to Assignor's Knowledge, threatened in writing against Assignor or any of its Affiliates relating to any of the Assigned IP, before any court, arbitrator, mediator, or Governmental Authority. Assignor has not received, at any time during the three (3) year period preceding the Effective Date, any written notice, claim, demand, cease-and-desist letter, or assertion from any third party alleging that any of the Assigned IP is invalid, unenforceable, unregistrable, or infringes, misappropriates, dilutes, or otherwise violates the intellectual property rights or other proprietary rights of such third party, except as set forth on Schedule 3.5.
Section 3.6 — No Conflicting Agreements
Assignor has not entered into, and is not bound by, any agreement, license, covenant not to compete, settlement agreement, consent decree, or understanding that would: (a) conflict with, impair, or limit the assignment, transfer, and conveyance of the Assigned IP to Assignee as contemplated by this Agreement; (b) restrict or limit Assignee's right to use, exploit, commercialize, license, sublicense, or enforce the Assigned IP after the Effective Date; or (c) grant any third party any right, option, or interest in or to any of the Assigned IP that would survive the Effective Date, except for the Permitted Encumbrances. No consent or approval of any third party is required in connection with the assignment, transfer, and conveyance of the Assigned IP to Assignee as contemplated by this Agreement, other than consents that have been obtained prior to the Effective Date or that constitute Permitted Encumbrances.
Section 3.7 — Sufficiency
The Assigned IP, together with the rights granted to Assignee under the Transition Services Agreement (to the extent applicable to shared intellectual property during the transition period), constitutes all intellectual property rights owned by Assignor that are necessary for the conduct of the PureGlow business as currently conducted by Assignor. There are no intellectual property rights owned by Assignor and used exclusively or primarily in connection with the PureGlow Products that are not included in the Assigned IP.
Section 3.8 — FDA Matters
Assignor has disclosed to Assignee in the course of due diligence all information in Assignor's possession or control regarding the Food and Drug Administration ("FDA") product listing status for the over-the-counter ("OTC") classified PureGlow facial cleanser containing a salicylic acid active ingredient formulation. The applicable FDA product listing numbers have been identified and confirmed in the course of due diligence, and such product listings shall be transferred or updated in accordance with applicable FDA requirements, including 21 C.F.R. Part 207 (establishment registration and product listing), in coordination with the transition of manufacturing responsibilities as set forth in the Transition Services Agreement. Assignor shall reasonably cooperate with Assignee in connection with the transfer or updating of such FDA product listings, at Assignee's expense.
Section 3.9 — Disclaimer
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III AND IN THE APA, ASSIGNOR MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE ASSIGNED IP OR ANY OTHER MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR CONDITION, AND ANY SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The limitations on representations and warranties set forth in the APA, including the non-reliance and disclaimer provisions thereof, apply to this Agreement with equal force and effect, mutatis mutandis. Without limiting the foregoing, Assignor does not warrant that any registration included in the Registered IP will not be challenged, opposed, or cancelled by a third party, or that any pending application will issue as a registration.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as of the Effective Date as follows:
Section 4.1 — Organization and Authority
Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. Assignee has the requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, including the acceptance of the assignment of the Assigned IP. The execution, delivery, and performance of this Agreement by Assignee has been duly authorized by all necessary corporate action on the part of Assignee, including all requisite approvals by Assignee's board of directors. This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights and remedies generally and to general principles of equity (whether applied in a proceeding at law or in equity).
Section 4.2 — No Conflicts
The execution, delivery, and performance of this Agreement by Assignee, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignee's certificate of incorporation, bylaws, or other governing or organizational documents; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any material contract, agreement, lease, license, permit, or other instrument to which Assignee is a party or by which Assignee or any of its assets or properties is bound; or (c) conflict with or violate any applicable law, order, judgment, injunction, decree, statute, rule, or regulation applicable to Assignee or any of its assets or properties.
ARTICLE V — RECORDATION AND FURTHER ASSURANCES
Section 5.1 — USPTO Recordation
Assignee shall be responsible, at its own cost and expense, for recording this Agreement (or a short-form assignment in recordable form) with the Assignment Division of the USPTO to effect the transfer of record ownership of all registered PureGlow Trademarks and all pending trademark applications included in the Assigned IP. Assignor shall cooperate fully with Assignee in connection with such recordation efforts and shall, promptly upon request by Assignee, execute any short-form trademark assignment documents, USPTO-specific forms (including USPTO electronic forms), declarations, or other instruments of transfer or conveyance reasonably requested by Assignee to facilitate such recordation. In furtherance of the foregoing, Assignor shall execute and deliver to Assignee at the Closing a short-form Trademark Assignment in substantially the form attached hereto as Exhibit A (the "Short-Form Trademark Assignment"), which Short-Form Trademark Assignment shall be suitable for recording with the Assignment Division of the USPTO and shall cover all registered PureGlow Trademarks and pending trademark applications listed on Schedule A-1.
Section 5.2 — Domain Name Transfers
Assignor shall cooperate with Assignee to initiate and complete the transfer of all PureGlow-related domain names listed on Schedule A-4 to Assignee's designated registrar account within thirty (30) days following the Effective Date. Such cooperation shall include, without limitation, unlocking domain names for transfer, providing transfer authorization codes, approving transfer requests, and executing any registrar-required documentation. Pending the completion of all domain name transfers, Assignor shall maintain all such domain names in good standing, shall not redirect, modify, alter the content of, or allow any such domain names to lapse or expire, and shall promptly renew any domain name registration that is scheduled to expire during the thirty (30) day transfer period. In the event that any domain name transfer cannot be completed within the thirty (30) day period due to registrar restrictions, lock periods, or other technical limitations, Assignor shall continue to cooperate with Assignee in good faith to complete such transfer as promptly as practicable.
Section 5.3 — Social Media Account Transfers
Assignor shall transfer administrative access, ownership, and control of all PureGlow-related social media accounts identified on Schedule A-5 to Assignee within thirty (30) days following the Effective Date, or as otherwise provided in the Transition Services Agreement. Such transfer shall include all administrative credentials, content libraries, analytics data, advertising accounts, and follower or subscriber lists associated with such social media accounts, to the extent transferable under the applicable social media platform's terms of service. Pending completion of such transfers, Assignor shall maintain such social media accounts in good standing and shall not post, modify, or delete any content on such accounts without Assignee's prior written consent, except as reasonably necessary to maintain the accounts in the ordinary course of business consistent with past practice.
Section 5.4 — State Trademark Registrations
To the extent any PureGlow Trademarks are registered with any state trademark office, or any applications for state trademark registration are pending, Assignor shall cooperate with Assignee, at Assignee's cost and expense, to record the assignment thereof with the applicable state trademark authority. Assignor shall execute and deliver any forms, instruments, or documents required by the applicable state authority to effect such recordation, promptly upon request by Assignee.
Section 5.5 — General Further Assurances
Each Party shall, from time to time after the Effective Date, at the reasonable request and expense of the other Party, execute and deliver such further instruments of transfer, conveyance, assignment, and confirmation, and take such further actions, as may be reasonably necessary or desirable to effectuate the purposes and intent of this Agreement and to vest in Assignee all right, title, and interest in and to the Assigned IP free and clear of all Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, Assignor shall, at Assignee's request and expense, execute and deliver any declarations, affidavits, powers of attorney, assignments, or other documents that may be required in connection with the prosecution, registration, maintenance, renewal, extension, or enforcement of any of the Assigned IP in any jurisdiction. The obligations of the Parties under this Section 5.5 shall survive the Effective Date and shall continue for so long as may be necessary to fully effectuate the assignment and transfer of the Assigned IP contemplated hereby.
ARTICLE VI — COVENANTS
Section 6.1 — Non-Use of Assigned IP by Assignor
From and after the Effective Date, Assignor shall not, and shall cause its Affiliates not to, use the PureGlow Trademarks, trade dress, Formulations, or any other Assigned IP for any purpose whatsoever, except as expressly permitted under the Transition Services Agreement during the term thereof (which term shall not exceed twelve (12) months from the Closing Date, subject to two (2) three-month extension options exercisable by Assignee for a maximum aggregate term of eighteen (18) months), and then solely in connection with the provision of transition services to Assignee as contemplated by the Transition Services Agreement. Upon the expiration or earlier termination of the Transition Services Agreement, Assignor shall immediately cease all use of the Assigned IP and shall return or destroy all tangible and intangible embodiments of the Assigned IP in Assignor's possession or control, except as may be required for Assignor's legal, regulatory, or archival recordkeeping purposes, in which case such materials shall be maintained in confidence and not used for any commercial purpose.
Section 6.2 — Protection of Formulations and Trade Secrets
From and after the Effective Date, Assignor shall treat all PureGlow Formulations and related trade secrets as the confidential and proprietary information of Assignee, and shall not disclose, publish, disseminate, or use such Formulations or trade secrets for any purpose other than as required in the performance of Assignor's obligations under the Transition Services Agreement. Assignor shall protect the confidentiality of the Formulations and trade secrets with the same degree of care that Assignor uses to protect its own confidential information and trade secrets, but in no event less than a commercially reasonable degree of care. Without limiting the foregoing, Assignor shall use commercially reasonable efforts to cause each of its employees, officers, directors, agents, contractors, consultants, and other representatives who have had or who may have access to the Formulations or trade secrets to maintain the confidentiality thereof, including by enforcing existing confidentiality, non-disclosure, and invention assignment agreements with such persons. In the event that Assignor becomes aware of any unauthorized disclosure or use of any Formulation or trade secret, Assignor shall promptly notify Assignee in writing and shall cooperate with Assignee, at Assignee's expense, to prevent or mitigate any further unauthorized disclosure or use.
Section 6.3 — Cooperation in Enforcement
Assignor shall reasonably cooperate with Assignee, at Assignee's sole cost and expense, in connection with any enforcement action, litigation, opposition, cancellation proceeding, or other proceeding relating to any of the Assigned IP, whether initiated by Assignee or by a third party. Such cooperation shall include, without limitation, making relevant personnel available for interviews, depositions, and testimony, providing access to relevant books, records, files, and documents, and executing any documents or instruments reasonably requested by Assignee in connection with such action or proceeding. Assignee shall reimburse Assignor for all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) incurred by Assignor in connection with such cooperation, promptly upon receipt of reasonably detailed invoices therefor.
Section 6.4 — Maintenance Pending Recordation
Until such time as all recordation, registration, and transfer actions contemplated by Article V of this Agreement have been completed and Assignee has been recorded as the owner of all Registered IP with the applicable Governmental Authority, registrar, or platform, Assignor shall maintain all Registered IP in good standing, including by timely filing all required maintenance documents, affidavits, renewal applications, and other filings and by timely paying all maintenance fees, renewal fees, annuities, and other charges that come due with respect to the Registered IP. Assignor shall not abandon, withdraw, or voluntarily cancel any item of Registered IP without the prior written consent of Assignee. Assignee shall reimburse Assignor for all reasonable, documented, out-of-pocket costs and expenses incurred by Assignor in connection with the maintenance of the Registered IP after the Effective Date, promptly upon receipt of reasonably detailed invoices therefor, and in any event within thirty (30) days of receipt of such invoices.
ARTICLE VII — RELATIONSHIP TO APA; CONFLICT
Section 7.1 — Subject to APA
This Agreement is delivered pursuant to, and as a closing deliverable under, the APA, and is subject to the terms and conditions thereof in all respects. Nothing in this Agreement is intended to, or shall be construed to, modify, amend, supplement, expand, or limit the terms, conditions, representations, warranties, covenants, or other provisions of the APA, except to the extent expressly provided herein. This Agreement is intended solely to effectuate the assignment, transfer, and conveyance of the Assigned IP as contemplated by the APA.
Section 7.2 — Conflict
In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control and prevail in all respects; provided, however, that with respect to the specific operative provisions of assignment, transfer, and conveyance of the Assigned IP set forth in Article II of this Agreement, the terms and provisions of this Agreement shall control and prevail to the extent of any conflict or inconsistency.
Section 7.3 — Indemnification
The rights and obligations of the Parties with respect to indemnification relating to the Assigned IP, including indemnification for any breach of, or inaccuracy in, the representations and warranties of Assignor set forth in Article III of this Agreement regarding ownership, non-infringement, validity, and related matters, shall be governed solely and exclusively by Article VIII (Indemnification) of the APA, subject in all respects to the caps, baskets, thresholds, limitations, exclusions, and survival periods set forth therein, including the following:
(a) Seller General Indemnity Cap: Four Million Dollars ($4,000,000) (representing ten percent (10%) of the Purchase Price), limited to recovery from the indemnity escrow account established with Pinnacle Trust Company, N.A. as escrow agent.
(b) Seller Fundamental Representations Cap: Forty Million Dollars ($40,000,000) (representing one hundred percent (100%) of the Purchase Price).
(c) Mini-Basket (Per-Claim De Minimis): Twenty-Five Thousand Dollars ($25,000). No individual claim for indemnification (other than claims for breach of a Fundamental Representation) shall be included in the aggregate amount of Losses for purposes of the Deductible Basket unless such individual claim involves Losses in excess of the Mini-Basket threshold.
(d) Deductible Basket: Four Hundred Thousand Dollars ($400,000) (representing one percent (1%) of the Purchase Price). The Deductible Basket shall operate as a "tipping basket" such that once the aggregate amount of indemnifiable Losses (excluding claims below the Mini-Basket threshold) exceeds the Deductible Basket amount, the indemnifying Party shall be liable for all such Losses from the first dollar, subject to the applicable cap.
(e) General Representation Survival: Eighteen (18) months from the Closing Date.
(f) Fundamental Representation Survival: Thirty-six (36) months from the Closing Date.
The representations and warranties of Assignor set forth in Article III of this Agreement shall be deemed to constitute representations and warranties of Seller under the APA for all purposes of the APA's indemnification provisions, including for purposes of determining whether a breach of any such representation or warranty constitutes a breach of a "Fundamental Representation" or a "General Representation" under the APA. This Agreement shall not create any independent right of indemnification or any independent indemnification obligation in favor of either Party beyond those set forth in the APA.
Section 7.4 — R&W Insurance
Assignee acknowledges that it has obtained a buy-side representations and warranties insurance policy (the "R&W Policy") issued by Great Northern Mutual Insurance Company (the "R&W Insurer"), Policy No. GNM-2025-CPL-04782, with a policy limit of Ten Million Dollars ($10,000,000), in excess of a One Million Two Hundred Thousand Dollar ($1,200,000) self-insured retention. The R&W Insurer has waived its right of subrogation against Assignor with respect to claims paid under the R&W Policy, except in the case of fraud by Assignor. This Section 7.4 is included for informational purposes only and does not create any rights or obligations on the part of either Party beyond those expressly set forth in the APA and the R&W Policy. Nothing in this Agreement shall be construed to limit, modify, or affect the terms, conditions, coverage, or exclusions of the R&W Policy, or to create any obligation on the part of Assignor to the R&W Insurer.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 — Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, in connection with any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably waives any objection to the laying of venue in such courts and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
Section 8.2 — Entire Agreement
This Agreement, together with the APA, the Transition Services Agreement, the Schedules and Exhibits hereto, and the other ancillary agreements and closing deliverables contemplated by the APA, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No representation, warranty, covenant, agreement, or promise not expressly set forth in this Agreement, the APA, or the other ancillary agreements contemplated thereby shall be binding upon or enforceable against either Party.
Section 8.3 — Amendment; Waiver
This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.
Section 8.4 — Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign, transfer, or delegate this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Assignee may, without the prior written consent of Assignor, assign its rights and obligations under this Agreement (in whole or in part) to (a) any direct or indirect wholly owned subsidiary of Assignee, or (b) any successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of the assets of Assignee or the PureGlow business, in each case so long as the assignee or successor assumes in writing all of the obligations of Assignee under this Agreement. Any purported assignment in violation of this Section 8.4 shall be null and void and of no force or effect.
Section 8.5 — Severability
If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement, and the application of such provision to other Persons or circumstances, shall not in any way be affected or impaired thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such determination that a provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.
Section 8.6 — Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given and received: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 8.6); (c) one (1) Business Day after being sent by nationally recognized overnight courier service (with proof of delivery); or (d) three (3) Business Days after being mailed by registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the applicable Party at the following address (or at such other address as such Party may designate by written notice given in accordance with this Section 8.6):
If to Assignor:
Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, NY 10016
Attention: Gerald Fontenot, General Counsel & Corporate Secretary
Email: gfontenot@meridiancb.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Assignee:
Lakebridge Home & Personal Care, Inc. 7100 Rockside Road, Suite 400 Independence, OH 44131
Attention: Philip Kowalski, VP, Corporate Development
Email: pkowalski@lakebridgehpc.com
With a copy (which shall not constitute notice) to:
Oakridge Phelps LLP 200 Public Square, Suite 3600 Cleveland, OH 44114
Attention: Warren Gladstone
Email: wgladstone@oakridgephelps.com
Section 8.7 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective and shall constitute delivery of an originally executed counterpart for all purposes.
Section 8.8 — No Third-Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to, or shall be construed to, confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement; provided, however, that Great Northern Mutual Insurance Company (as R&W Insurer) shall be an express third-party beneficiary of the representations and warranties set forth in Article III hereof, solely for purposes of and to the extent necessary to support coverage under the R&W Policy, and shall have the right to enforce such representations and warranties solely in accordance with the terms and conditions of the R&W Policy and the APA.
Section 8.9 — Expenses
Except as otherwise expressly provided in this Agreement or in the APA, each Party shall bear its own costs, fees, and expenses (including attorneys' fees, accountants' fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. For the avoidance of doubt, Assignee shall bear all costs and expenses associated with the recordation and transfer actions described in Article V hereof, except to the extent otherwise expressly provided herein.
Section 8.10 — Specific Performance
The Parties acknowledge and agree that the Assigned IP is unique and that a breach of this Agreement would cause irreparable harm to the non-breaching Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, either Party shall be entitled to seek and obtain specific performance, injunctive relief, or other equitable relief to enforce the terms and provisions of this Agreement, without the necessity of proving actual damages or posting any bond or other security, and without any obligation to submit to mediation or arbitration as a condition to seeking such relief. The rights and remedies of the Parties under this Section 8.10 are cumulative and in addition to, and not in substitution for, any other rights or remedies available to the Parties under this Agreement, the APA, or applicable law.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties hereto have caused this intellectual Property Assignment Agreement to be duly executed and delivered as of the Effective Date first written above.
MERIDIAN CONSUMER BRANDS LLC (Assignor)
By: ________
Name: Catherine Albrecht
Title: Chief Executive Officer
Date: ________
LAKEBRIDGE HOME & PERSONAL CARE, INC. (Assignee)
By: ________
Name: Thomas Brennan III
Title: Chairman & Chief Executive Officer
Date: ________
SCHEDULE A — ASSIGNED INTELLECTUAL PROPERTY
Schedule A-1: Registered Trademarks and Pending Applications
The following table sets forth all United States federal and state trademark registrations and pending applications included in the Assigned IP:
Note: International Class 3 covers cosmetics and cleaning preparations, including body wash, lotion, facial cleanser, and hand soap. International Class 5 covers pharmaceutical and veterinary preparations, including OTC drug products (salicylic acid acne treatment facial cleanser). All registrations are in the name of Meridian Consumer Brands LLC. All maintenance filings and renewal fees are current as of the Effective Date.
Schedule A-2: Copyrights
The following table sets forth all copyrights included in the Assigned IP:
Note: Copyright registrations listed above are in the name of Meridian Consumer Brands LLC. Unregistered copyrights are owned by Meridian Consumer Brands LLC as works made for hire or by assignment from the original authors. Assignee may, at its option and expense, seek registration of any unregistered copyrights with the United States Copyright Office following the Effective Date.
Schedule A-3: Formulations and Trade Secrets
The following is a summary description of the proprietary formulations and trade secrets included in the Assigned IP. Complete formulation documentation, including detailed ingredient specifications, batch manufacturing records, and quality control protocols, are maintained in Assignor's secure formulation database and will be delivered to Assignee at Closing in accordance with the APA.
1. Body Wash Formulations (8 SKUs)
Proprietary formulations for eight (8) PureGlow body wash products, including the following variants: Original, Lavender & Chamomile, Eucalyptus Mint, Coconut Shea, Citrus Burst, Oat & Honey, Charcoal Detox, and Sensitive Skin (fragrance-free). Each formulation includes detailed ingredient lists (INCI names and concentrations), surfactant blends, fragrance compositions, preservative systems, pH specifications, viscosity targets, and stability data. All body wash formulations are classified as cosmetics under FDA regulations.
2. Lotion Formulations (7 SKUs)
Proprietary formulations for seven (7) PureGlow lotion products, including the following variants: Daily Moisture, Intensive Repair, Lavender Calm, Coconut & Vitamin E, Unscented, Firming, and Overnight Renewal. Each formulation includes detailed ingredient lists, emulsifier systems, humectant ratios, fragrance compositions, preservative systems, viscosity targets, and stability data. All lotion formulations are classified as cosmetics under FDA regulations.
3. Facial Cleanser Formulations (5 SKUs)
Proprietary formulations for five (5) PureGlow facial cleanser products, including the following variants: Gentle Daily, Exfoliating (with microbeads — reformulated with biodegradable alternatives), Brightening (vitamin C), Hydrating Cream, and Acne Control (salicylic acid 2.0%). The Acne Control variant (salicylic acid 2.0%) is classified as an OTC drug product under FDA monograph (21 C.F.R. Part 333 — Topical Acne Drug Products) and is subject to FDA product listing requirements under 21 C.F.R. Part 207. The applicable FDA product listing number for the Acne Control variant is NDC 83294-0105-1 (confirmed in diligence). Transfer of the FDA product listing shall be coordinated in accordance with applicable FDA requirements. All other facial cleanser formulations are classified as cosmetics under FDA regulations.
4. Hand Soap Formulations (3 SKUs)
Proprietary formulations for three (3) PureGlow hand soap products, including the following variants: Moisturizing, Foaming (Citrus), and Antibacterial (benzalkonium chloride 0.13%). The Antibacterial variant may be subject to FDA OTC monograph requirements; Assignor has disclosed to Assignee the current regulatory status and classification of this variant during diligence. Each formulation includes detailed ingredient lists, surfactant blends, fragrance compositions, preservative systems, pH specifications, viscosity targets, and stability data.
Manufacturing Process Documentation
In addition to the product formulations described above, the Assigned IP includes all manufacturing process documentation used exclusively or primarily in connection with the PureGlow Products, including standard operating procedures ("SOPs"), batch manufacturing records, in-process testing specifications, finished product testing specifications, quality control protocols, stability testing protocols and data, shelf-life determination studies, and supplier qualification records for proprietary or sole-source ingredients. All such documentation is maintained in Assignor's quality management system and will be delivered to Assignee in electronic format at Closing.
Note: Complete formulation details, including exact ingredient concentrations, proprietary fragrance compositions, and supplier-specific ingredient sourcing information, are maintained as trade secrets and are set forth in the Confidential Formulation Binders delivered to Assignee under separate cover at Closing, subject to the confidentiality provisions of the APA and this Agreement.
Schedule A-4: Domain Names
The following table sets forth all internet domain names included in the Assigned IP:
Note: All domain names are registered in the name of Meridian Consumer Brands LLC. Assignor shall initiate transfer of all domain names to Assignee's designated registrar account within thirty (30) days following the Effective Date in accordance with Section 5.2 of this Agreement.
Schedule A-5: Social Media Accounts