exv10w108






Exhibit 10.108




Deed of Assignment




relating to



Trade Marks



Carter Holt Harvey Limited




Assignor



and



Whakatane Mill Limited




Assignee



Date May 4, 2010







AUCKLAND VERO CENTRE, 48 SHORTLAND STREET

PO BOX 4199, AUCKLAND 1140, DX CP20609, NEW ZEALAND

TEL 64 9 916 8800 FAX 64 9 916 8801



BELL GULLY



 









 





			
	This Deed of Assignment is made on
	 	May 4, 2010






	 	 	 

	between

	 	(1) Carter Holt Harvey Limited (Assignor)
	 
	 	 
	and

	 	(2) Whakatane Milt Limited (Assignee)






Introduction





	A.	 	Pursuant to an Asset Purchase Agreement made between the Assignor and Assignee and
dated [ ] April 2010, the Assignor has agreed to sell and the Assignee has agreed to
purchase certain assets of the Assignor including the Trade Marks which are owned by the
Assignor.
	 
	B.	 	The Parties wish to enter into this Deed to record, effect and confirm the assignment of all
the
Assignor’s right, title and interest in and to the Trade Marks from the Assignor to the
Assignee.





It is agreed





	1.	 	Definitions
	 
	 	 	In this Deed unless the context otherwise
requires: 



Effective Date means the date of this
Deed;
	 
	 	 	Intellectual Property Rights means all intellectual property rights residing in the Trade
Marks, including but not limited to, copyright; and
	 
	 	 	Trade Marks means the trade mark registrations listed in the schedule to this Deed.
	 
	2.	 	Assignment
	 
	 	 	On the Effective Date the Assignor assigns to the Assignee:






	 	(a)	 	its entire right, title and interest in and to the Trade Marks together
with the Intellectual Property Rights; and
	 
	 	(b)	 	all rights and entitlements of the Assignor to take action and recover any
damages or other legal remedies available to the Assignor for any infringement of the
Trade Marks or for any breach of the Intellectual Property Rights, whether or not
such infringement or breach took place prior to the Effective Date.





2









 











	3.	 	Execution of documents






	 	 	Each party agrees that it shall undertake all further actions and execute all other
documents (including deeds), notices or certificates as are reasonably required by the
other party in order to:






	 	(a)	 	vest the Intellectual Property Rights in the Assignee; or
	 
	 	(b)	 	record the Assignee as the proprietor of the Intellectual Property
Rights (including the Trade Marks) in any intellectual property registry where such
recordal is possible.






	4.	 	General
	 
	4.1	 	Governing Law
	 
	 	 	This Deed will be governed by and construed in accordance with the laws of New
Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of New Zealand.
	 
	4.2	 	This Deed may be executed in any number of counterparts each of which is to be deemed
an original, but all of which together are to constitute a single instrument. A party may
enter
into this Deed by executing any counterpart.





3









 






	 	 	 	 	 
	 	Execution



Executed as a Deed.



SIGNED on behalf of Carter Holt 

Harvey Limited by:

 	 
	 	/s/ ROBERT B. BAILEY
 	 
	 	Authorised Signatory 	 
	 	 	 
	 	 ROBERT B. BAILEY
 	 
	 	Print Name 	 
	 	 	 
	 	/s/ LEONORA GOGOLAK
 	 
	 	Witness 	 
	 	 	 
	 	/s/ LEONORA GOGOLAK
 	 
	 	Print Name 	 
	 	 	 
	 	ATTORNEY
 	 
	 	Occupation 	 
	 	 	 
	 	919 THIRD AVENUE, NEW YORK NY 10022 USA
 	 
	 	Address 	 
	 	 	 
	 	SIGNED on behalf of Whakatane 

Mill Limited by:

 	 
	 	/s/ ROBERT B. BAILEY
 	 
	 	Authorised Signatory 	 
	 	 	 
	 	ROBERT B. BAILEY
 	 
	 	Print Name 	 
	 	 	 
	 	/s/ LEONORA GOGOLAK
 	 
	 	Witness 	 
	 	 	 
	 	/s/ LEONORA GOGOLAK
 	 
	 	Print Name 	 
	 	 	 
	 	ATTORNEY
 	 
	 	Occupation 	 
	 	 	 
	 	919 THIRD AVENUE, NEW YORK NY 10022 USA
 	 
	 	Address 	 
	 	 	 




4









 





Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	Australia

	 	369942	 	 	FORMAKOTE
	 	16	 	 	All goods in class
including paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	31/12/1981
	 	Registered — renewal
date 31/12/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Australia

	 	911768	 	 	
	 	16	 	 	Paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	6/05/2002
	 	Registered —

renewal date

6/05/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	China

	 	5335962	 	 	
	 	16	 	 	Paper and
cardboard;
cardboard articles
and goods in this
class; paper
articles and goods
in this class
including tissues,
cards, packaging
paper, printed
matter, printed
publications,
printed timetables,
pictures, photos,
adhesive tapes for
stationery or
household purposes,
albums, almanacs,
announcement cards,
arithmetical
tables, atlases,
disposable diapers
and napkins for
infants, babies and
toddlers;
disposable liners
for diapers or
napkins for
infants, babies and
toddlers, training
pants for infants,
babies and
toddlers, all being
wholly or
principally made of
paper; absorbent
underpants for
infants and young
children made
wholly or
principally
	 	21/07/2009
	 	Registered —

renewal date

20/07/2019






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	 

	 	 	 	 	 	 	 	of paper; wet and dry
wipers, antibacterial
wet wipers, bibs of
paper, binders,
binding strips
(bookbinding),
blue-prints, book
bindings, book ends,
bookmarkers,
booklets,
bookmarkers, books,
paper box, calendars,
catalogues, charts,
cheque books and
holders for cheque
books, coasters of
paper, coffee filters
(paper), comic books,
paper tapes and cards
for the recordal of
computer programmes,
copying paper,
document files,
drawer liners
(perfumed or not),
drawing pads, flags
of paper, filtering
materials of paper,
florist tissue,
folders of paper,
geographical maps,
greeting cards,
handbooks (manuals),
passport holders,
hygienic paper,
jewellers wrap (acid
free), paper knives,
labels (not of
textile), luminous
paper, mats for beer
glasses, musical
greeting cards,
napkins of paper for
removing makeup,
newsletters,
newspapers,
notebooks, pamphlets,
electro-cardiograph
paper, paper towels,
paper hand towels,
paper face towels and
wipes; paper dressing
towels; facial
tissues; tissue
wipes, paper
handkerchiefs and
tissues; paper
sanitary napkin
disposal bags; paper
washroom products in
this class; paper
kitchen rolls, paper
ribbons, waxed paper,
parchment paper,
patters for dress
making, plans,
postage stamps,
postcards, posters,
prospectuses, paper
for radiograms,
recycled paper,
scrapbooks, silver
paper, songbooks,
stickers, table
clothes of paper,
table linen of paper,
table napkins or
paper, table mats of
paper, paper
serviettes, paper
tray mats,	 	 	 	 






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	 

	 	 	 	 	 	 	 	 	 	paper doyleys, tickets,
toilet rolls, toilet
paper (non-medicated) and
toilet issues; interfold
toilet tissues; paper
bathmats, paper toilet
seat seals and covers,
tracing paper, wood pulp
paper, writing pads,
writing paper, writing
books, Xuan paper for
Chinese painting and
calligraphy; paper boards
in this class including
advertisement boards,
clipboards, drawing
boards, placards,
signboards of paper or
cardboard, wood pulp
boards; packaging,
reinforcing and wrapping
materials in this class
including paper or
plastic bags for packing
purposes (envelopes,
pouches), paper and
cardboard boxes and
cases, bottle envelopes
and wrappers of cardboard
or paper, covers of paper
or cardboard, plastic
film for wrapping and
packaging, bubble packs
for wrapping and
packaging, extensive
plastic cling film for
palletization, bags for
microwave cooking,
garbage bags or paper or
of plastics, hatboxes,
paper lunch wraps and
wrapping paper, plastic
film for wrapping; paper
wraps including
grease-proof paper,
wrapping tissue, paper
fruit wraps, butcher’s
paper, counter rolls,
burger wraps, food wraps;
water resistant wraps;
paper and cardboard
packages and containers
in this class; reinforced
and coated paper and
cardboard articles in
this class.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	China

	 	5335963	 	 	
	 	16	 	 	Paper and cardboard;
cardboard articles and
goods in this class;
paper articles and goods
in this class including
tissues, cards, packaging
paper, printed matter,
printed
	 	21/07/2009
	 	Registered —
renewal date

20/07/2019






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	 

	 	 	 	 	 	 	 	publications, printed
timetables, pictures,
photos, adhesive
tapes for stationery
or household
purposes, albums,
almanacs,
announcement cards,
arithmetical tables,
atlases, disposable
diapers and napkins
for infants, babies
and toddlers;
disposable liners for
diapers or napkins
for infants, babies
and toddlers,
training pants for
infants, babies and
toddlers, all being
wholly or principally
made of paper;
absorbent underpants
for infants and young
children made wholly
or principally of
paper; wet and dry
wipers, antibacterial
wet wipers, bibs of
paper, binders,
binding strips
(bookbinding),
blue-prints, book
bindings, book ends,
bookmarkers,
booklets,
bookmarkers, books,
paper box, calendars,
catalogues, charts,
cheque books and
holders for cheque
books, coasters of
paper, coffee filters
(paper), comic books,
paper tapes and cards
for the recordal of
computer programmes,
copying paper,
document files,
drawer liners
(perfumed or not),
drawing pads, flags
of paper, filtering
materials of paper,
florist tissue,
folders of paper,
geographical maps,
greeting cards,
handbooks (manuals),
passport holders,
hygienic paper,
jewellers wrap (acid
free), paper knives,
labels (not of
textile), luminous
paper, mats for beer
glasses, musical
greeting cards,
napkins of paper for
removing makeup,
newsletters,
newspapers,
notebooks, pamphlets,
electro-cardiograph
paper, paper towels,
paper hand towels,
paper face towels and
wipes; paper dressing	 	 	 	 






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	 

	 	 	 	 	 	 	 	towels; facial
tissues; tissue wipes,
paper handkerchiefs
and tissues; paper
sanitary napkin
disposal bags; paper
washroom products in
this class; paper
kitchen rolls, paper
ribbons, waxed paper,
parchment paper,
patters for dress
making, plans, postage
stamps, postcards,
posters, prospectuses,
paper for radiograms,
recycled paper,
scrapbooks, silver
paper, songbooks,
stickers, table
clothes of paper,
table linen of paper,
table napkins or
paper, table mats of
paper, paper
serviettes, paper tray
mats, paper doyleys,
tickets, toilet rolls,
toilet paper
(non-medicated) and
toilet issues;
interfold toilet
tissues; paper
bathmats, paper toilet
seat seals and covers,
tracing paper, wood
pulp paper, writing
pads, writing paper,
writing books, Xuan
paper for Chinese
painting and
calligraphy; paper
boards in this class
including
advertisement boards,
clipboards, drawing
boards, placards,
signboards of paper or
cardboard, wood pulp
boards; packaging,
reinforcing and
wrapping materials in
this class including
paper or plastic bags
for packing purposes
(envelopes, pouches),
paper and cardboard
boxes and cases,
bottle envelopes and
wrappers of cardboard
or paper, covers of
paper or cardboard,
plastic film for
wrapping and
packaging, bubble
packs for wrapping and
packaging, extensive
plastic cling film for
palletization, bags
for microwave cooking,
garbage bags or paper
or of plastics,
hatboxes, paper lunch
wraps and wrapping	 	 	 	 






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	 

	 	 	 	 	 	 	 	 	 	paper, plastic film
for wrapping; paper
wraps including
grease-proof paper,
wrapping tissue,
paper fruit wraps,
butcher’s paper,
counter rolls,
burger wraps, food
wraps; water
resistant wraps;
paper and cardboard
packages and
containers in this
class; reinforced
and coated paper
and cardboard
articles in this
class.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong

	 	1987B190 1	 	 	FORMAKOTE
	 	16	 	 	coated paper board
and cardboard, all
being packaging
materials, not
being stationery,
	 	2/01/1982
	 	Registered —
renewal date

2/01/2017
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indonesia

	 	IDM0000 36565
	 	FORMAKOTE
	 	16	 	 	All goods in class
including paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	8/03/1982
	 	Registered —
renewal date

30/07/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indonesia

	 	IDM0000 36566
	 	FORMAKOTE
	 	28	 	 	Playing cards
	 	6/05/2003
	 	Registered —
renewal date

30/07/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan

	 	3254293	 	 	FORMAKOTE
	 	16	 	 	Paper; paper
containers; garbage
bags of paper;
pattern paper;
tablecloths of
paper; blinds of
paper towels of
paper; napkins of
paper;
handkerchiefs of
paper; streamers of
paper; flags of
paper; babies’
napkins of paper;
labels; printed
matter; game cards
	 	31/01/1997
	 	Registered —
renewal date

31/01/2017
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Malaysia

	 	M93547	 	 	FORMAKOTE
	 	16	 	 	Paper and paper
articles; cardboard
and cardboard
articles; coated
paper and cardboard
materials in this
class; reinforced
paper and cardboard
in this class.
	 	18/01/1982
	 	Registered —
renewal date

18/01/2013






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	New Zealand

	 	140135	 	 	FORMAKOTE
	 	16	 	 	paper and paper
articles; cardboard
and cardboard
articles in this
class; paper and
cardboard packaging
articles in this
class
	 	18/12/1981
	 	Registered —
renewal date

18/12/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656472	 	 		 	16	 	 	paper and cardboard;
paper and cardboard
articles and goods in
this class; paper
boards; packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and coated
paper and cardboard
articles and goods in
this class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656473	 	 		 	16	 	 	paper and cardboard;
paper and cardboard
articles and goods in
this class; paper
boards; packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and coated
paper and cardboard
articles and goods in
this class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656474	 	 		 	16	 	 	paper and cardboard;
paper and cardboard
articles and goods in
this class; paper
boards; packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and coated
paper and cardboard
articles and goods in
this class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656475	 	 		 	16	 	 	paper and cardboard;
paper and cardboard
articles and goods in
this class; paper
boards; packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and coated
paper and cardboard
articles and goods in
this class
	 	03May2002
	 	Registered —
renewal date
 03 May
2019






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	New Zealand

	 	656476	 	 		 	16	 	 	paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656477	 	 	
	 	16	 	 	paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand

	 	656478	 	 		 	16	 	 	paper and
cardboard; paper
and cardboard
articles and goods
in this class;
paper boards;
packaging,
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard articles
and goods in this
class
	 	3/05/2002
	 	Registered —
renewal date

3/05/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Philippines

	 	4-1996-107840	 	 	FORMAKOTE
	 	16	 	 	Paper and cardboard
articles and
packaging,
reinforcing and
wrapping materials;
paper boards;
packaging and
reinforcing and
wrapping materials
and goods in this
class; paper and
cardboard packages
and containers in
this class;
reinforced and
coated paper and
cardboard
	 	29/01/1996
	 	Registered —
renewal date

21/06/2020






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Application	 	 
	Country	 	No.	 	Trade mark	 	Class	 	Goods and Services	 	Date	 	Status
	Singapore

	 	T8200076 D
	 	FORMAKOTE
	 	16	 	 	Paper and paper
articles; cardboard
articles; coated
paper and cardboard
materials in this
class; reinforced
paper and cardboard
in this class
	 	6/01/1983
	 	Registered — renewal date 6/01/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thailand

	 	TM26691 0
	 	FORMAKOTE
	 	16	 	 	Paper bags, garbage
bags of paper,
patterned paper,
towels of paper,
labels (not of
textile), cardboard
bags, cartons and
boxes of cardboard or
paper, placards of
cardboard, paper
boards, carton board,
corrugated cardboard,
paper tissues, coated
paper, reinforced
paper, wrapping
paper, speciality and
recycled papers,
booklets, pictures,
photographs,
newsletters.
	 	30/10/2006
	 	Registered — renewal date 29/10/2016