TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as of this 7th day of February, 1997 by and between Biomatrix, Inc., a Delaware corporation having its principal place of business at 65 Railroad Avenue, Ridgefield, New Jersey, U.S.A. ("Biomatrix"), and American Home Products Corporation, a Delaware corporation having its principal place of business at Five Giralda Farms, Madison, New Jersey 07940, U.S.A., acting through its unincorporated Wyeth-Ayerst Laboratories division (such entities are together defined herein as "Wyeth").


WHEREAS, Biomatrix and Wyeth are parties to that certain International License Agreement (the "International License Agreement") and United States License Agreement (the "U.S. License Agreement"), each dated as of February 7, 1997 (together, the "License Agreements"), pursuant to which (i) Biomatrix agreed to sell and license to Wyeth, and Wyeth agreed to purchase and license from Biomatrix, Products (as defined in the License Agreements) and Extended Products and (ii) Biomatrix granted to Wyeth the right and license to use certain trademarks owned by Biomatrix in any promotional materials used by Wyeth to market the Products and Extended Products, all on the terms and conditions set forth in the License Agreements;


WHEREAS, Biomatrix is the owner of rights in, and the goodwill associated with, the Trademark (as defined below); and


WHEREAS, Biomatrix and Wyeth desire to enter into this Agreement for purposes of licensing Wyeth to use the Trademark in the Territory (as defined in each of the License Agreements, respectively).


NOW, THEREFORE, the parties hereto agree as follows:


1. DEFINITIONS; RULES OF INTERPRETATION


1.1 Definitions. Unless otherwise specifically provided herein, all defined terms herein shall have the meanings ascribed them in the License Agreements in effect on the effective date of this Agreement. For purposes of this Agreement, the term "Trademark" shall mean (i) the trademark "Synvisc(R)" and each other mark, trademark or service mark described on Exhibit A hereto, and (ii) any other marks, trademarks or service marks as may be agreed upon in writing from time to time by the parties hereto for use by Wyeth in connection with the promotion, marketing and sale of Products and Extended Products. 2
-2-


1.2 Rules of Interpretation.


(a) All definitions (whether set forth herein or by reference)
shall apply equally to both the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. All references herein
to Sections shall be deemed references to Sections of this Agreement unless
the context otherwise requires.


(b) In the event that any of the terms or provisions of this
Agreement shall be in conflict with or be inconsistent with any of the
terms or provisions of the License Agreements, the terms and provisions of
this Agreement shall govern.


2. GRANT OF LICENSE; ROYALTY.


2.1 License. Subject to the terms and conditions of this Agreement, Biomatrix grants to Wyeth, and Wyeth accepts from Biomatrix, the exclusive, right and license (without the right to sublicense), for the term of this Agreement, to use and display, and Wyeth shall use and display, the Trademark solely in connection with the sale, distribution, marketing, advertising and promotion of Products and Extended Products in the Field in the Territory. Wyeth agrees that it shall not use the Trademark at any time outside the Territory or use any Trademark for any products other than the Products and Extended Products within the Territory, or for any other purpose except as provided herein.


2.2 Limitation of Rights. Wyeth shall have the right to use the Trademark only in the manner and to the extent specifically permitted by this Agreement. Biomatrix retains all rights not expressly granted to Wyeth in this Agreement. If Wyeth's license to sell Products or Extended Products terminates with respect to any country in the Territory then Wyeth's rights to use the Trademark and all other product specific logos, slogans and other intangibles used by Wyeth or its Affiliates in association with the sale of Products and Extended Products (including all registrations relating thereto) shall terminate with respect to such country and, subject to Wyeth's sell-out rights with respect to inventory, Wyeth shall (i) immediately with respect to such country cease using the Trademark and any such logos, slogans, and marketing rights of Biomatrix or any imitations thereof and (ii) immediately execute and deliver to Biomatrix any documents or instruments reasonably requested by Biomatrix to give full effect to the provisions of this Section 2.2.


2.3 Royalty. In consideration of the license granted to Wyeth in Section 2.1, Wyeth agrees to pay royalties to Biomatrix as follows:


(a) Wyeth shall pay to Biomatrix royalties in an amount equal to


*


*Confidential portions have been omitted and filed separately with the Commission. 3
-3-


*


(b) The amount of royalties due hereunder shall be computed
quarterly. Within


*


after the close of each calendar quarter, Wyeth shall pay to
Biomatrix in cash the royalties owed hereunder with respect to such
quarter. Each such payment shall be accompanied by a statement describing
in reasonable detail the calculation of the amount of the accompanying
royalty payment.


*


(c) All royalty payments shall be made in U.S. Dollars. The amount
of Net Revenues paid in another currency shall be converted into U.S.
Dollars in accordance with Section 4 of the International License
Agreement.


2.4. Intangibles. Biomatrix shall have exclusive ownership rights to the Trademark and all other product specific logos, slogans and other intangibles relating to the Products and Extended Products possessed or controlled by Wyeth or any of its Affiliates.


3. TERM AND TERMINATION. Unless earlier terminated pursuant to this Paragraph 3, this Agreement shall continue in force, on a country-by-country basis,


*


Notwithstanding the foregoing, this Agreement may be terminated by Biomatrix at any time upon written notice thereof to Wyeth upon the occurrence of any of the following:


(a) Breach of any duty or obligation of Wyeth
hereunder not cured within


*


after receipt of written notice thereof from Biomatrix;


(b) Termination of each of the International License
and U.S. License by Biomatrix as a result of Wyeth's breach;


(c) Termination of each of the International License
and U.S. License by Wyeth;


(d) Institution by Wyeth of bankruptcy, insolvency,
liquidation or receivership proceedings, or proceedings for
reorganization under bankruptcy or comparable laws;


(e) Institution against Wyeth of any of the
proceedings listed in (d) above, the effectiveness of which is
not stayed or dismissed within sixty (60) days after such
institution;


*Confidential portions have been omitted and filed separately with the Commission. 4
-4-


(f) Wyeth's making of a general assignment for the
benefit of creditors; and


(g) Wyeth's failure to use the Trademark for a
material amount of time in connection with material amounts of
sales of Products or Extended Products.


4. EFFECTS OF TERMINATION.


Wyeth shall not have, and hereby waives, any claim for lost profits or goodwill relating to the termination of this Agreement. Upon the expiration or termination of this Agreement, Wyeth shall (i) immediately discontinue all use of the Trademark, its component parts or any colorable imitations thereof, by itself or in combination with any other words, letter, symbols or designs and all other logos, slogans, marketing rights and other intangibles (or any imitations thereof) relating to the Products or Extended Products and (ii) immediately take all necessary action and execute and deliver to Biomatrix any documents and instruments reasonably requested by Biomatrix to give full effect to the provisions of this Section 4, including without limitation those necessary to remove Wyeth as a registered user and/or a recorded licensee of the Trademark.


*


Thereafter, Biomatrix shall have the right, but not the obligation,


*


The termination of this Agreement shall not affect any obligation accruing prior to such termination. In the event that Wyeth f ...