**Exhibit 10.19**

 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

 

INTELLECTUALPROPERTY SECURITY AGREEMENT (this “Agreement”) dated as of July 21, 2003by and among (a) Duane Reade, a New York general partnership having itsprincipal place of business at 440 Ninth Avenue, New York, New York 10011 (the“Borrower”), (b) each of the Persons listed on Schedule I hereto (eachsuch Person, individually, a “Facility Guarantor” and, collectively, the“Facility Guarantors”) (the Borrower and the Facility Guarantors arehereinafter referred to, individually, as a “Grantor” and, collectively,as the “Grantors”), and (c) Fleet Retail Finance Inc., a Delawarecorporation, as collateral agent (in such capacity, the “Collateral Agent”)for the Secured Parties, in consideration of the mutual covenants containedherein and benefits to be derived herefrom.

 

WITNESSETH:

 

Reference ismade to: (a) the Credit Agreement dated as of July 21, 2003 (as such may beamended, modified, supplemented or restated hereafter, the “Credit Agreement”)by and between, among others, (i) the Borrower, (ii) the Facility Guarantors,(iii) the Lenders named therein, (iv) Fleet National Bank, as AdministrativeAgent for the Lenders and as Issuing Bank, and (v) Fleet Retail Finance Inc.,as Collateral Agent for the Lenders; and (b) the Guarantee dated as of July 21,2003 executed by the Facility Guarantors in favor of the Agents, the Lendersand the Issuing Bank (as such may be amended, modified, supplemented orrestated hereafter, the “Facility Guarantee”).

 

Reference isalso made to the Security Agreement dated as of July 21, 2003 (as such may beamended, modified, supplemented or restated hereafter, the “SecurityAgreement”) by and among the Grantors and the Collateral Agent.  Capitalized terms used herein and notdefined herein shall have the meanings assigned to such terms in the CreditAgreement or the Security Agreement (as applicable).

 

The Lendershave agreed to make Loans to the Borrower, and the Issuing Bank has agreed toissue Letters of Credit for the account of the Borrower, pursuant to, and uponthe terms and subject to the conditions specified in, the CreditAgreement.  The Facility Guarantors haveexecuted the Facility Guarantee, pursuant to which the Facility Guarantorsguarantee the Obligations of the Borrower. The obligations of the Lenders to make Loans and of the Issuing Bank toissue Letters of Credit are each conditioned upon, among other things, theexecution and delivery by the Grantors of the Security Agreement and anagreement in the form hereof to secure the Obligations.

 

Accordingly,the Grantors and the Collateral Agent, on behalf of itself and each otherSecured Party (and each of their respective successors or assigns), herebyagree as follows:

 

1.                                       **DEFINITIONS**: Asused herein, the following terms shall have the following meanings:

 

“Copyrights”shall mean all copyrights and like protections in each work of authorship orderivative work thereof of each Grantor, whether registered or unregistered andwhether published or

 

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unpublished, including, withoutlimitation, the copyrights listed on **EXHIBITA** annexed hereto and made a part hereof, together with allregistrations and recordings thereof and all applications in connectiontherewith.

 

“CopyrightLicenses” shall mean all written agreements providing for the grant by orto any Grantor of any right to use any Copyright, including, withoutlimitation, the agreements listed on **EXHIBITA**annexed hereto and made a part hereof.

 

“CopyrightOffice” shall mean the United States Copyright Office or any other federalgovernmental agency which may hereafter perform its functions.

 

“IntellectualProperty” shall have the meaning assigned to such term in Section 3 hereof.

 

“IPCollateral” shall have the meaning assigned to such term in Section 2hereof.

 

“Licenses”shall mean, collectively, the Copyright Licenses, Patent Licenses and TrademarkLicenses.

 

“NegligibleEconomic Value” shall mean the economic value of the Intellectual Property,in the reasonable business judgment of the Grantors, is such that the expenseto maintain, defend, use, register, or prosecute the Intellectual Property isless than, or approximately equivalent to, the economic value received by theGrantors from the Intellectual Property.

 

“Patents”shall mean all letters patent and applications for letters patent of eachGrantor, and the inventions and improvements therein disclosed, and any and alldivisions, reissues and continuations of said letters patent including, withoutlimitation the patents listed on **EXHIBIT B**annexed hereto and made a part hereof.

 

“PatentLicenses” shall mean all written agreements providing for the grant by orto any Grantor of any right to manufacture, use or sell any invention coveredby a Patent, including, without limitation, the agreements listed on **EXHIBIT B**annexed hereto and made a parthereof.

 

“PTO”shall mean the United States Patent and Trademark Office or any other federalgovernmental agency which may hereafter perform its functions.

 

“Trademarks”shall mean all trademarks, trade names, corporate names, company names,business names, fictitious business names, trade dress, trade styles, servicemarks, designs, logos and other source or business identifiers of each Grantor,whether registered or unregistered, including, without limitation, thetrademarks listed on **EXHIBIT C**annexed hereto and made a part hereof, together with all registrations andrecordings thereof, all applications in connection therewith (provided that nosecurity interest shall be granted in United States intent-to-use trademarkapplications to the extent that, and solely during the period in which, thegrant of a security interest therein would impair the validity orenforceability of such intent-to-use trademark applications under applicablefederal law), and any goodwill of the business connected with, and symbolizedby, any of the foregoing.

 

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“TrademarkLicenses” shall mean all written agreements providing for the grant by orto any Grantor of any right to use any Trademark, including, withoutlimitation, the agreements listed on **EXHIBITC**annexed hereto and made a part hereof.

 

2.                                       **Grant of Security Interest**:  In furtherance and as confirmation of theSecurity Interest granted by the Grantors to the Collateral Agent (for theratable benefit of the Secured Parties) under the Security Agreement, and asfurther security for the payment or performance, as the case may be, in full of(i) the Obligations, and (ii) with respect to the Facility Guarantors, theobligations under the Facility Guarantee, each Grantor hereby ratifies suchSecurity Interest and grants to the Collateral Agent (for the ratable benefitof the Secured Parties) a continuing security interest, with a power of sale(which power of sale shall be exercisable only following the occurrence of anEvent of Default), in all of the present and future right, title and interestof the Grantors in and to the following property, and each item thereof,whether now owned or existing or hereafter acquired or arising, together withall products, proceeds, substitutions, and accessions of or to any of thefollowing property (collectively, the “IP Collateral”):

 

(a)                                  All Copyrights andCopyright Licenses.

 

(b)                                 All Patents and PatentLicenses.

 

(c)                                  All Trademarks andTrademark Licenses.

 

(d)                                 All renewals of any ofthe foregoing.

 

(e)                                  All GeneralIntangibles connected with the use of, or related to, any and all IntellectualProperty (including, without limitation, all goodwill of the Grantors and theirbusiness, products and services appurtenant to, associated with, or symbolizedby, any and all Intellectual Property and the use thereof).

 

(f)                                    All income,royalties, damages and payments now and hereafter due and/or payable under andwith respect to any of the foregoing, including, without limitation, paymentsunder all Licenses entered into in connection therewith and damages andpayments for past or future infringements or dilutions thereof.

 

(g)                                 The right to sue forpast, present and future infringements and dilutions of any of the foregoing.

 

(h)                                 All of the Grantors’rights corresponding to any of the foregoing throughout the world.

 

3.                                       **Protection of IntellectualProperty By Grantors:** Except as set forth below in thisSection 3, the Grantors shall undertake the following with respect to eachof the items respectively described in Sections 2(a), (b), (c), (d) and (e)(collectively, the “Intellectual Property”):

 

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(a)                                  Pay all renewal feesand other fees and costs associated with maintaining the Intellectual Propertyand with the processing of the Intellectual Property and take all otherreasonable and necessary steps to maintain each registration of theIntellectual Property.

 

(b)                                 Take all actionsreasonably necessary to prevent any of the Intellectual Property from becomingforfeited, abandoned, dedicated to the public, invalidated or impaired in anyway.

 

(c)                                  At the Grantors’ solecost, expense, and risk, pursue the processing of each application forregistration which is the subject of the security interest created herein andnot abandon or delay any such efforts.

 

(d)                                 At the Grantors’ solecost, expense, and risk, take any and all action which the Grantors reasonablydeem appropriate under the circumstances to protect the Intellectual Propertyfrom infringement, misappropriation or dilution, including, without limitation,the prosecution and defense of infringement actions.

 

Notwithstanding the foregoing,so long as no Event of Default has occurred and is continuing, and no MaterialAdverse Effect would result therefrom, no Grantor shall have an obligation touse or to maintain any Intellectual Property (i) that relates solely to anyproduct that has been discontinued, abandoned or terminated, (ii) that has beenreplaced with Intellectual Property substantially similar to the IntellectualProperty that may be abandoned or otherwise become invalid, so long as thefailure to use or maintain such Intellectual Property does not materiallyadversely affect the validity of such replacement Intellectual Property and solong as such replacement Intellectual Property is subject to the lien createdby this Agreement, (iii) that any Grantor has reasonably determined is ofNegligible Economic Value to it, provided that such Grantor will give promptwritten notice of any such abandonment to the Collateral Agent, or (iv) if theCollateral Agent has provided written consent to the abandonment of suchIntellectual Property.

 

4.                                       **Grantors’ Representations andWarranties:**  The Grantorsrepresent and warrant that:

 

(a)                                  **EXHIBIT A** is a true, correct and completelist of all Copyrights and Copyright Licenses owned by the Grantors as of thedate hereof.

 

(b)                                 **EXHIBIT B** is a true, correct and completelist of all Patents and Patent Licenses owned by the Grantors as of the datehereof.

 

(c)                                  **EXHIBIT C** is a true, correct and completelist of all Trademarks and Trademark Licenses owned by the Grantors as of thedate hereof.

 

(d)                                 Except as set forth in**EXHIBITS A, B and C**, none of theIntellectual Property is the subject of any licensing or franchise agreementpursuant to which any Grantor

 

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is the licensor or franchisor.

 

(e)                                  All IP Collateralowned by the Grantors is, and shall remain, free and clear of all Liens,encumbrances, or security interests in favor of any Person, other thanPermitted Encumbrances and Liens in favor of the Collateral Agent.

 

(f)                                    Each Grantor owns,or is licensed to use, all Intellectual Property necessary for the conduct ofits business as currently conducted.  Nomaterial claim has been asserted and is pending by any Person challenging orquestioning the use by any Grantor of any of the Intellectual Property owned byany Grantor or the validity or effectiveness of any of the IntellectualProperty owned by any Grantor, nor does any Grantor know of any valid basis forany such claim, except as otherwise set forth in the Credit Agreement.  To the knowledge of the Grantors, the use bythe Grantors of the Intellectual Property does not infringe the rights of anyPerson in any material respect.  Noholding, decision or judgment has been rendered by any Governmental Authoritywhich would limit, cancel or question the validity of, or any Grantor’s rightsin, any Intellectual Property in any respect that could reasonably be expectedto have a Material Adverse Effect on the business or the property of anyGrantor.

 

(g)                                 The Grantors shallgive the Collateral Agent written notice (with reasonable detail) within twenty(20) days following the occurrence of any of the following:

 

(i)                                     TheGrantors’ obtaining rights to, and filing applications for registration of, anynew Intellectual Property, or otherwise acquiring ownership of any newlyregistered Intellectual Property (other than the Grantors’ right to sellproducts containing the trademarks of others in the ordinary course of theGrantors’ business).

 

(ii)                                  TheGrantors’ becoming entitled to the benefit of any registered IntellectualProperty whether as licensee or licensor (other than the Grantors’ right tosell products containing the trademarks of others in the ordinary course of theGrantors’ business).

 

(iii)                               TheGrantors’ entering into any new Licenses.

 

(iv)                              TheGrantors’ knowing or having reason to know, that any application orregistration relating to any material Intellectual Property may becomeforfeited, abandoned or dedicated to the public, or of any adversedetermination or development (including, without limitation, the institutionof, or any such determination or development in, any proceeding in the PTO, theCopyright Office or any court or tribunal) regarding the Grantors’ ownershipof, or the validity of, any material Intellectual Property or the Grantors’right to register the same or to own and maintain the same.

 

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5.                                       **Agreement Applies to FutureIntellectual property:**

 

(a)                                  The provisions ofthis Agreement shall automatically apply to any such additional property orrights described in subsections (i), (ii) and (iii) of Section 4(g), above, allof which shall be deemed to be and treated as “Intellectual Property” withinthe meaning of this Agreement.

 

(b)                                 Upon the reasonablerequest of the Collateral Agent, the Grantors shall execute and deliver, andhave recorded, any and all agreements, instruments, documents and papers as theCollateral Agent may reasonably request to evidence the Collateral Agent’ssecurity interest in any Copyright, Patent or Trademark and the goodwill andGeneral Intangibles of the Grantors relating thereto or represented thereby(including, without limitation, filings with the PTO, the Copyright Office orany similar office), and the Grantors hereby constitute the Collateral Agent astheir attorney-in-fact to execute and file all such writings for the foregoingpurposes, all acts of such attorney being hereby ratified and confirmed; *provided, however*, the Collateral Agent’staking of such action shall not be a condition to the creation or perfection ofthe security interest created hereby.

 

6.                                       **Grantors’ Rights To EnforceIntellectual Property:**  Priorto the Collateral Agent’s giving of notice to the Grantors following theoccurrence of an Event of Default, the Grantors shall have the exclusive rightto sue for past, present and future infringement of the Intellectual Propertyincluding the right to seek injunctions and/or money damages, in an effort bythe Grantors to protect the Intellectual Property against encroachment by thirdparties, *provided, however*:

 

(a)                                  The Grantors firstprovide the Collateral Agent with written notice of the Grantors’ intention toso sue for enforcement of any Intellectual Property.

 

(b)                                 Any money damagesawarded or received by the Grantors on account of such suit (or the threat ofsuch suit) shall constitute IP Collateral.

 

(c)                                  Following theoccurrence of any Event of Default, the Collateral Agent, by notice to theGrantors may terminate or limit the Grantors’ rights under this Section 6.

 

7.                                       **Collateral Agent’s Actions ToProtect Intellectual Property:** In the event of

 

(a)                                  the Grantors’failure, within twenty five (25) days of written notice from the CollateralAgent, to cure any failure by the Grantors to observe or perform any of theGrantors’ covenants, agreements or other obligations hereunder; and/or

 

(b)                                 the occurrence andcontinuance of any other Event of Default,

 

the Collateral Agent, acting inits own name or in that of the Grantors, may (but shall not be required to) actin the Grantors’ place and stead and/or in the Collateral Agent’s own right inconnection therewith.

 

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8.                                       **Rights Upon Default:**  Upon the occurrence of any Event of Default,the Collateral Agent may exercise all rights and remedies of a secured partyupon default under the Uniform Commercial Code as adopted in the State of NewYork, with respect to the Intellectual Property, in addition to which theCollateral Agent may sell, license, assign, transfer, or otherwise dispose ofthe Intellectual Property.  Any personmay conclusively rely upon an affidavit of an officer of the Collateral Agentthat an Event of Default has occurred and that the Collateral Agent isauthorized to exercise such rights and remedies.

 

9.                                       **Collateral Agent As AttorneyIn Fact:**

 

(a)                                  The Grantors hereby irrevocablyconstitute and designate the Collateral Agent as and for the Grantors’ attorneyin fact, effective following the occurrence and during the continuance of anyEvent of Default:

 

(i)                                     Tosupplement and amend from time to time Exhibits A, B and C of this Agreement toinclude any new or additional Intellectual Property of the Grantors.

 

(ii)                                  Toexercise any of the rights and powers referenced herein.

 

(iii)                               Toexecute all such instruments, documents, and papers as the Collateral Agentreasonably determines to be appropriate in connection with the exercise of suchrights and remedies and to cause the sale, license, assignment, transfer, orother disposition of the Intellectual Property.

 

(b)                                 The within grant of apower of attorney, being coupled with an interest, shall be irrevocable untilthis Agreement is terminated by a duly authorized officer of the CollateralAgent.

 

(c)                                  The Collateral Agentshall not be obligated to do any of the acts or to exercise any of the powersauthorized by Section 9(a), but if the Collateral Agent elects to do any suchact or to exercise any of such powers, it shall not be accountable for morethan it actually receives as a result of such exercise of power, and shall notbe responsible to any Grantor for any act or omission to act except for any actor omission to act as to which there is a final determination made in ajudicial proceeding, which determination includes a specific finding that thesubject act or omission to act had been grossly negligent or in actual bad faith.

 

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10.                                 **Collateral Agent’s Rights:**

 

(a)                                  Any use by theCollateral Agent of the Intellectual Property, as authorized hereunder inconnection with the exercise of the Collateral Agent’s rights and remedies underthis Agreement and under the Credit Agreement shall be coextensive with theGrantors’ rights thereunder and with respect thereto and without any liabilityfor royalties or other related charges.

 

(b)                                 None of thisAgreement, the Credit Agreement, the Security Agreement, or any act, omission,or circumstance taken or arising hereunder may be construed as directly orindirectly conveying to the Collateral Agents any present right, title orinterest in and to the Intellectual Property, which right, title and interestis effective only following the occurrence of any Event of Default.

 

11.                                 **Intent:** ThisAgreement is being executed and delivered by the Grantors for the purpose ofregistering and confirming the grant of the security interest of the CollateralAgent in the IP Collateral with the PTO and the Copyright Office.  It is intended that the security interestgranted pursuant to this Agreement is granted as a supplement to, and not inlimitation of, the Security Interest granted to the Collateral Agent, for theratable benefit of the Secured Parties, under the Security Agreement.  All provisions of the Security Agreementshall apply to the IP Collateral.  TheCollateral Agent shall have the same rights, remedies, powers, privileges anddiscretions with respect to the security interests created in the IP Collateralas in all other Collateral. In the event of a conflict between this Agreementand the Security Agreement, the terms of this Agreement shall control withrespect to the IP Collateral and the Security Agreement with respect to allother Collateral.

 

12.                                 **Choice of Laws:**  It is intended that this Agreement takeeffect as a sealed instrument and that all rights and obligations hereunder,including matters of construction, validity, and performance, shall be governedby the laws of the State of New York.

 

 

[**SIGNATURE PAGES FOLLOW**]

 

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IN WITNESSWHEREOF, the Grantors and the Collateral Agent respectively have caused thisAgreement to be executed by their respective duly authorized officers as of thedate first above written.

 
| **BORROWER**:            | DUANE READE       |
|--------------------------|-------------------|
|                     |              |
|                     | By:               | Duane Reade  Inc., its General Partner |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ John K.  Henry |   |
|                     | Name:             | John K.  Henry |
|                     | Title:            | Chief  Financial Officer |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ Michelle  D. Bergman |   |
|                     | Name:             | Michelle D.  Bergman |
|                     | Title:            | Vice  President |
|                     |              |   |
|                     |              |   |
|                     | By:               | DRI I Inc.,  its General Partner |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ John K.  Henry |   |
|                     | Name:             | John K.  Henry |
|                     | Title:            | Chief  Financial Officer |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ Michelle  D. Bergman |   |
|                     | Name:             | Michelle D. Bergman |
|                     | Title:            | Vice  President |
|                     |              |   |
|                     |              |   |
| **FACILITY GUARANTORS**: | DUANE READE  INC. |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ John K.  Henry |   |
|                     | Name:             | John K.  Henry |
|                     | Title:            | Chief  Financial Officer |
|                     |              |   |
|                     |              |   |
|                     | By:               | /s/ Michelle  D. Bergman |   |
|                     | Name:             | Michelle D.  Bergman |
|                     | Title:            | Vice  President |
|                     | DRI I INC.        |
|                          |                   |  |  |  |

 

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|   | By:                              | /s/ John K.  Henry       |   |
|--------|----------------------------------|--------------------------|--------|
|   | Name:                            | John K.  Henry           |
|   | Title:                           | Chief  Financial Officer |
|   |                             |                     |
|   |                             |                     |
|   | By:                              | /s/ Michelle  D. Bergman |   |
|   | Name:                            | Michelle D.  Bergman     |
|   | Title:                           | Vice  President          |
|   |                             |                     |
|   |                             |                     |
|   | DUANE READE  REALTY, INC.        |
|   |                             |                     |
|   |                             |                     |
|   | By:                              | /s/ John K.  Henry       |   |
|   | Name:                            | John K.  Henry           |
|   | Title:                           | Chief  Financial Officer |
|   |                             |                     |
|   |                             |                     |
|   | By:                              | /s/ Michelle  D. Bergman |   |
|   | Name:                            | Michelle D.  Bergman     |
|   | Title:                           | Vice  President          |
|   |                             |                     |
|   |                             |                     |
|   | DUANE READE  INTERNATIONAL, INC. |
|   |                             |                     |
|   |                             |                     |
|   | By:                              | /s/ John K.  Henry       |   |
|   | Name:                            | John K.  Henry           |
|   | Title:                           | Chief  Financial Officer |
|   |                             |                     |
|   |                             |                     |
|   | By:                              | /s/ Michelle  D. Bergman |   |
|   | Name:                            | Michelle D.  Bergman     |
|   | Title:                           | Vice  President          |
|        |                                  |                          |        |  |

 

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| **COLLATERAL AGENT**: | FLEET RETAIL  FINANCE INC. |
|-----------------------|----------------------------|
|                  |                       |   |
|                  |                       |   |
|                  | By:                        | /s/ Mark  Forti |   |
|                  | Name:                      | Mark Forti |
|                  | Title:                     | Director |
|                       |                            |  |  |  |

 

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**SCHEDULE I**

 

Duane Reade Inc.

DRI I Inc.

Duane Reade Realty, Inc.

Duane Reade International, Inc.

 

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**EXHIBIT A**

 

List of Copyrights and Copyright Licenses

 

 

**Copyright Registrations and Applications**

 
| **Title** |   | **Serial No.** |   | **Registration No.** |   | **Registration Date** |
|-----------|--------|----------------|--------|----------------------|--------|-----------------------|
|      |   |           |   |                 |   |                  |

 

None

 

**Copyright Licenses**

 

None

 

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**EXHIBIT B**

 

List of Patents and Patent Licenses

 

 

**Patents and Patent Applications**

 
| **Applicant** |   | **Title**                                   |   | **Serial No.** |   | **Patent No.** |   | **Date of Filing** |
|---------------|--------|---------------------------------------------|--------|----------------|--------|----------------|--------|--------------------|
|          |   |                                        |   |           |   |           |   |               |
| Duane Reade   |   | “Virtual  Pharmacy  Kiosk System” |   | 60/397,604     |   |           |   | July 23, 2002      |

 

**Patent Licenses**

 

None

 

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**EXHIBIT C**

 

List of Trademarks and Trademark Licenses

 

**Trademark Registrations and Applications**

 
| **Registered  Owner  of Trademark or  Servicemark** |   | **Trademark or  Servicemark**            |   | **Country**       |   | **Reg./App.  Number** |   | **Reg./App.  Date** |
|-----------------------------------------------------|--------|------------------------------------------|--------|-------------------|--------|-----------------------|--------|---------------------|
| **Duane Reade  International, Inc.**                |   | **DR (stylized)**                        |   | **United States** |   | **1099871**           |   | **08/15/78**        |
| **Duane Reade  International, Inc.**                |   | **Duane Reade**                          |   | **United States** |   | **1106451**           |   | **11/21/78**        |
| **Duane Reade  International, Inc.**                |   | **DR (stylized)**                        |   | **United States** |   | **1106961**           |   | **11/28/78**        |
| **Duane Reade  International, Inc.**                |   | **Duane Reade**                          |   | **United States** |   | **1092555**           |   | **05/30/78**        |
| **Duane Reade  International, Inc.**                |   | **DR (stylized)**                        |   | **United States** |   | **1099209**           |   | **08/15/78**        |
| **Duane Reade  International, Inc.**                |   | **Duane Reade**                          |   | **United States** |   | **1105420**           |   | **11/07/78**        |
| **Duane Reade International,  Inc.**                |   | **Rockbottom**                           |   | **United States** |   | **1163199**           |   | **07/28/81**        |
| **Duane Reade  International, Inc.**                |   | **Rockbottom**                           |   | **United States** |   | **1500884**           |   | **08/16/88**        |
| **Duane Reade  International, Inc.**                |   | **Apt.5 Color for the  City and design** |   | **United States** |   | **78/126,148 (ITU)**  |   | **05/03/02**        |
| **Duane Reade  International, Inc.**                |   | **Apt.5**                                |   | **United States** |   | **78/126,135 (ITU)**  |   | **05/03/02**        |
| **Duane Reade  International, Inc.**                |   | **Color for the City**                   |   | **United States** |   | **78/126,129 (ITU)**  |   | **05/03/02**        |
| **Duane Reade**                                     |   | **Selftest**                             |   | **United States** |   | **78/035,616 (ITU)**  |   | **11/16/00**        |

 

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**Trademark Licenses**

 

Royalty and License Agreement,dated as of August 22, 1999, by and between Duane Reade International, Inc. (asLicensor) and Duane Reade (as Licensee).

 

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