Exhibit 10.19


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


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


 


WITNESSETH:


 


Reference is
made to: (a) the Credit Agreement dated as of July 21, 2003 (as such may be
amended, 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 Administrative
Agent 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 Lenders
and the Issuing Bank (as such may be amended, modified, supplemented or
restated hereafter, the “Facility Guarantee”).


 


Reference is
also made to the Security Agreement dated as of July 21, 2003 (as such may be
amended, modified, supplemented or restated hereafter, the “Security
Agreement”) by and among the Grantors and the Collateral Agent.  Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement or the Security Agreement (as applicable).


 


The Lenders
have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to
issue Letters of Credit for the account of the Borrower, pursuant to, and upon
the terms and subject to the conditions specified in, the Credit
Agreement.  The Facility Guarantors have
executed the Facility Guarantee, pursuant to which the Facility Guarantors
guarantee the Obligations of the Borrower. 
The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit are each conditioned upon, among other things, the
execution and delivery by the Grantors of the Security Agreement and an
agreement in the form hereof to secure the Obligations.


 


Accordingly,
the Grantors and the Collateral Agent, on behalf of itself and each other
Secured Party (and each of their respective successors or assigns), hereby
agree as follows:


 


1.                                       DEFINITIONS: As
used herein, the following terms shall have the following meanings:


 


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


 


1

















 


unpublished, including, without
limitation, the copyrights listed on EXHIBIT
A annexed hereto and made a part hereof, together with all
registrations and recordings thereof and all applications in connection
therewith.


 


“Copyright
Licenses” shall mean all written agreements providing for the grant by or
to any Grantor of any right to use any Copyright, including, without
limitation, the agreements listed on EXHIBIT
A annexed hereto and made a part hereof.


 


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


 


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


 


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


 


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


 


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


 


“Patents”
shall mean all letters patent and applications for letters patent of each
Grantor, and the inventions and improvements therein disclosed, and any and all
divisions, reissues and continuations of said letters patent including, without
limitation the patents listed on EXHIBIT B
annexed hereto and made a part hereof.


 


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


 


“PTO”
shall mean the United States Patent and Trademark Office or any other federal
governmental 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, service
marks, designs, logos and other source or business identifiers of each Grantor,
whether registered or unregistered, including, without limitation, the
trademarks listed on EXHIBIT C
annexed hereto and made a part hereof, together with all registrations and
recordings thereof, all applications in connection therewith (provided that no
security interest shall be granted in United States intent-to-use trademark
applications to the extent that, and solely during the period in which, the
grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under applicable
federal law), and any goodwill of the business connected with, and symbolized
by, any of the foregoing.


 


2

















 


“Trademark
Licenses” shall mean all written agreements providing for the grant by or
to any Grantor of any right to use any Trademark, including, without
limitation, the agreements listed on EXHIBIT
C annexed hereto and made a part hereof.


 


2.                                       Grant of Security Interest:  In furtherance and as confirmation of the
Security Interest granted by the Grantors to the Collateral Agent (for the
ratable benefit of the Secured Parties) under the Security Agreement, and as
further 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, the
obligations under the Facility Guarantee, each Grantor hereby ratifies such
Security Interest and grants to the Collateral Agent (for the ratable benefit
of the Secured Parties) a continuing security interest, with a power of sale
(which power of sale shall be exercisable only following the occurrence of an
Event of Default), in all of the present and future right, title and interest
of the Grantors in and to the following property, and each item thereof,
whether now owned or existing or hereafter acquired or arising, together with
all products, proceeds, substitutions, and accessions of or to any of the
following property (collectively, the “IP Collateral”):


 


(a)                                  All Copyrights and
Copyright Licenses.


 


(b)                                 All Patents and Patent
Licenses.


 


(c)                                  All Trademarks and
Trademark Licenses.


 


(d)                                 All renewals of any of
the foregoing.


 


(e)                                  All General
Intangibles connected with the use of, or related to, any and all Intellectual
Property (including, without limitation, all goodwill of the Grantors and their
business, products and services appurtenant to, associated with, or symbolized
by, any and all Intellectual Property and the use thereof).


 


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


 


(g)                                 The right to sue for
past, 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 Intellectual
Property By Grantors: Except as set forth below in this
Section 3, the Grantors shall undertake the following with respect to each
of the items respectively described in Sections 2(a), (b), (c), (d) and (e)
(collectively, the “Intellectual Property”):


 


3

















 


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


 


(b)                                 Take all actions
reasonably necessary to prevent any of the Intellectual Property from becoming
forfeited, abandoned, dedicated to the public, invalidated or impaired in any
way.


 


(c)                                  At the Grantors’ sole
cost, expense, and risk, pursue the processing of each application for
registration which is the subject of the security interest created herein and
not abandon or delay any such efforts.


 


(d)                                 At the Grantors’ sole
cost, expense, and risk, take any and all action which the Grantors reasonably
deem appropriate under the circumstances to protect the Intellectual Property
from 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 Material
Adverse Effect would result therefrom, no Grantor shall have an obligation to
use or to maintain any Intellectual Property (i) that relates solely to any
product that has been discontinued, abandoned or terminated, (ii) that has been
replaced with Intellectual Property substantially similar to the Intellectual
Property that may be abandoned or otherwise become invalid, so long as the
failure to use or maintain such Intellectual Property does not materially
adversely affect the validity of such replacement Intellectual Property and so
long as such replacement Intellectual Property is subject to the lien created
by this Agreement, (iii) that any Grantor has reasonably determined is of
Negligible Economic Value to it, provided that such Grantor will give prompt
written notice of any such abandonment to the Collateral Agent, or (iv) if the
Collateral Agent has provided written consent to the abandonment of such
Intellectual Property.


 


4.                                       Grantors’ Representations and
Warranties:  The Grantors
represent and warrant that:


 


(a)                                  EXHIBIT A is a true, correct and complete
list of all Copyrights and Copyright Licenses owned by the Grantors as of the
date hereof.


 


(b)                                 EXHIBIT B is a true, correct and complete
list of all Patents and Patent Licenses owned by the Grantors as of the date
hereof.


 


(c)                                  EXHIBIT C is a true, correct and complete
list of all Trademarks and Trademark Licenses owned by the Grantors as of the
date hereof.


 


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


 


4

















 


 


is the licensor or franchisor.


 


(e)                                  All IP Collateral
owned by the Grantors is, and shall remain, free and clear of all Liens,
encumbrances, or security interests in favor of any Person, other than
Permitted 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 of
its business as currently conducted.  No
material claim has been asserted and is pending by any Person challenging or
questioning the use by any Grantor of any of the Intellectual Property owned by
any Grantor or the validity or effectiveness of any of the Intellectual
Property owned by any Grantor, nor does any Grantor know of any valid basis for
any such claim, except as otherwise set forth in the Credit Agreement.  To the knowledge of the Grantors, the use by
the Grantors of the Intellectual Property does not infringe the rights of any
Person in any material respect.  No
holding, decision or judgment has been rendered by any Governmental Authority
which would limit, cancel or question the validity of, or any Grantor’s rights
in, any Intellectual Property in any respect that could reasonably be expected
to have a Material Adverse Effect on the business or the property of any
Grantor.


 


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


 


(i)                                     The
Grantors’ obtaining rights to, and filing applications for registration of, any
new Intellectual Property, or otherwise acquiring ownership of any newly
registered Intellectual Property (other than the Grantors’ right to sell
products containing the trademarks of others in the ordinary course of the
Grantors’ business).


 


(ii)                                  The
Grantors’ becoming entitled to the benefit of any registered Intellectual
Property whether as licensee or licensor (other than the Grantors’ right to
sell products containing the trademarks of others in the ordinary course of the
Grantors’ business).


 


(iii)                               The
Grantors’ entering into any new Licenses.


 


(iv)                              The
Grantors’ knowing or having reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution
of, or any such determination or development in, any proceeding in the PTO, the
Copyright Office or any court or tribunal) regarding the Grantors’ ownership
of, or the validity of, any material Intellectual Property or the Grantors’
right to register the same or to own and maintain the same.


 


5

















 


5.                                       Agreement Applies to Future
Intellectual property:


 


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


 


(b)                                 Upon the reasonable
request of the Collateral Agent, the Grantors shall execute and deliver, and
have recorded, any and all agreements, instruments, documents and papers as the
Collateral Agent may reasonably request to evidence the Collateral Agent’s
security interest in any Copyright, Patent or Trademark and the goodwill and
General Intangibles of the Grantors relating thereto or represented thereby
(including, without limitation, filings with the PTO, the Copyright Office or
any similar office), and the Grantors hereby constitute the Collateral Agent as
their attorney-in-fact to execute and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed; provided, however, the Collateral Agent’s
taking of such action shall not be a condition to the creation or perfection of
the security interest created hereby.


 


6.                                       Grantors’ Rights To Enforce
Intellectual Property:  Prior
to the Collateral Agent’s giving of notice to the Grantors following the
occurrence of an Event of Default, the Grantors shall have the exclusive right
to sue for past, present and future infringement of the Intellectual Property
including the right to seek injunctions and/or money damages, in an effort by
the Grantors to protect the Intellectual Property against encroachment by third
parties, provided, however:


 


(a)                                  The Grantors first
provide the Collateral Agent with written notice of the Grantors’ intention to
so sue for enforcement of any Intellectual Property.


 


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


 


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


 


7.                                       Collateral Agent’s Actions To
Protect Intellectual Property: 
In the event of


 


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


 


(b)                                 the occurrence and
continuance of any other Event of Default,


 


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


 


6

















 


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


 


9.                                       Collateral Agent As Attorney
In Fact:


 


(a)                                  The Grantors hereby irrevocably
constitute and designate the Collateral Agent as and for the Grantors’ attorney
in fact, effective following the occurrence and during the continuance of any
Event of Default:


 


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


 


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


 


(iii)                               To
execute all such instruments, documents, and papers as the Collateral Agent
reasonably determines to be appropriate in connection with the exercise of such
rights and remedies and to cause the sale, license, assignment, transfer, or
other disposition of the Intellectual Property.


 


(b)                                 The within grant of a
power of attorney, being coupled with an interest, shall be irrevocable until
this Agreement is terminated by a duly authorized officer of the Collateral
Agent.


 


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


 


7

















 


10.                                 Collateral Agent’s Rights:


 


(a)                                  Any use by the
Collateral Agent of the Intellectual Property, as authorized hereunder in
connection with the exercise of the Collateral Agent’s rights and remedies under
this Agreement and under the Credit Agreement shall be coextensive with the
Grantors’ rights thereunder and with respect thereto and without any liability
for royalties or other related charges.


 


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


 


11.                                 Intent: This
Agreement is being executed and delivered by the Grantors for the purpose of
registering and confirming the grant of the security interest of the Collateral
Agent in the IP Collateral with the PTO and the Copyright Office.  It is intended that the security interest
granted pursuant to this Agreement is granted as a supplement to, and not in
limitation of, the Security Interest granted to the Collateral Agent, for the
ratable benefit of the Secured Parties, under the Security Agreement.  All provisions of the Security Agreement
shall apply to the IP Collateral.  The
Collateral Agent shall have the same rights, remedies, powers, privileges and
discretions with respect to the security interests created in the IP Collateral
as in all other Collateral. In the event of a conflict between this Agreement
and the Security Agreement, the terms of this Agreement shall control with
respect to the IP Collateral and the Security Agreement with respect to all
other Collateral.


 


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


 


 


[SIGNATURE PAGES FOLLOW]


 


8

















 


IN WITNESS
WHEREOF, the Grantors and the Collateral Agent respectively have caused this
Agreement to be executed by their respective duly authorized officers as of the
date 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.

  
					



 


9

















 


	
   

  	
  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

  
					



 


10

















 


	
  COLLATERAL AGENT:

  	
  FLEET RETAIL
  FINANCE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Forti

  	
   

  
	
   

  	
  Name:

  	
  Mark Forti

  
	
   

  	
  Title:

  	
  Director

  
					



 


11

















 


SCHEDULE I


 


Duane Reade Inc.


DRI I Inc.


Duane Reade Realty, Inc.


Duane Reade International, Inc.


 


12

















 


EXHIBIT A


 


List of Copyrights and Copyright Licenses


 


 


Copyright Registrations and Applications


 


	
  Title

  	
   

  	
  Serial No.

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


None


 


Copyright Licenses


 


None


 


13

















 


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


 


14

















 


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

  



 


15

















 


Trademark Licenses


 


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


 


16