EXHIBIT 10.6
TERM SHEET
FOR
TRADEMARK ASSIGNMENT
Parties
The parties to the Trademark Assignment Agreement shall be Aetna and Spinco or
its designated affiliate.
Definitions
All capitalized terms used in this term sheet but not otherwise defined herein
shall have the meaning set forth in the Distribution Agreement, to which this
term sheet is an exhibit.
"Marks" shall mean the intellectual property set forth on Schedule 1 hereto,
but in any event shall exclude the Aetna China Name Rights and the Aeltus Name
Rights.
Assignment
To the extent requested by Spinco, Aetna will assign, or will cause its
Affiliates to assign, all its right, title and interest in the Marks and all
its corresponding Intellectual Property Rights thereto to Spinco, effective on
the Distribution Date. Spinco shall be entitled to hold and enjoy the Marks and
all such corresponding Intellectual Property Rights for its own use and for the
use of its successors, assigns or other legal representatives, as fully and
entirely as the same would have been held and enjoyed by Aetna (or its
Affiliates) absent the assignment.
In connection with the aforementioned assignment, Aetna will assign to Spinco
all income and royalties in respect of the Marks which are due or payable as of
the Distribution Date and thereafter.
Other Terms and Provisions
Other customary terms and conditions for an instrument of assignment of this
type.
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SCHEDULE 1
Please refer to Schedule D to the Distribution Agreement ("Spinco Intellectual
Property Rights"). The list of assigned marks will contain all marks included
on Schedule D that are owned by the Aetna Group.
2
