Amend To Trademark License Agrmt

EXHIBIT 10.11


AMENDMENT TO TRADEMARK LICENSE AGREEMENT


THIS AMENDMENT ("Amendment") to the TRADEMARK LICENSE AGREEMENT of March 1, 2000 (the "License Agreement") is made effective this __ day of March, 2001, by and between the Procter & Gamble Company, an Ohio corporation with a place of business at One P&G Plaza, Cincinnati, Ohio 45202 and its affiliates and subsidiaries (collectively, "P&G") and CNS Inc., a Delaware corporation with its new place of business at 7615 Smetana Lane, Eden Prairie, MN 55344, ("CNS"). All capitalized terms used herein but not specifically defined shall have the meanings set forth in the License Agreement.


WHEREAS P&G has previously granted a non-transferable and exclusive license to CNS to use the VICKS(R) trademark and triangle design trademark (collectively, the "Licensed Marks") on the Product listed on Schedule 2 of the License Agreement (the "Product"), in the countries listed on Schedule 3 (the "Area") and subject to the restrictions outlined in Schedule 4; and


WHEREAS the parties agreed that the License Agreement and/or any of these Schedules may be amended at any time upon agreement by the parties in writing; and


WHEREAS the parties desire to expand the Licensed Marks to include the trademarks Vick(R)and Wick(R); and


WHEREAS the parties desire to amend the Area of the License Agreement by amending Schedule 3;


NOW THEREFORE, the parties agree to amend the License Agreement as follows:


THE FIRST AND SECOND "WHEREAS" CLAUSES ARE HEREBY AMENDED TO READ AS FOLLOWS:


WHEREAS, P&G has the right to use and to license to others to use various VICKS, VICK and WICK trademarks and triangle design trademark which ...