Nautilus 2009 Annual Report Download - page 145

2. Transfer of Rights
A. Patent Assignment.
Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns and transfers to Buyer all of Nautilus’ rights
and interests in the Stairmaster Patents. To confirm this assignment of patent rights, simultaneously with the execution of this Stairmaster
Technology Agreement, Nautilus agrees to execute the Patent Assignment of Schedule B to this Stairmaster Technology Agreement.
B. Trademark Assignment.
(i) Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns to Buyer all of Nautilus right title and
interest in and to: (i) the Stairmaster Trademarks; (ii) the registrations of Schedule A; and (iii) the goodwill of the Nautilus Stairmaster
business associated with the Stairmaster Trademarks. Nautilus agrees to execute the trademark assignment of Schedule C to this
Stairmaster Technology Agreement to confirm this assignment.
(ii) Notwithstanding Section 2.B.(i), Buyer agrees it shall not sublicense any of the Stairmaster Marks to any Restricted Parties or
allow any one or more of the Restricted Customers to use any one or more of the Stairmaster Marks.
C. Trademark Licenses to Nautilus
(i) Direct Channel: Buyer hereby grants to Nautilus an exclusive, irrevocable, worldwide, royalty-free, license to the Stairmaster
Marks, and variations thereof, solely for use in connection with products sold or otherwise distributed by or for Nautilus in the Direct
Channel. Nautilus grants back to Buyer, a non-exclusive, irrevocable, worldwide, royalty-free license to the Stairmaster Marks, and
variations thereof, for non-targeted sales in the Direct Channel. Non-
targeted shall mean that Buyer shall not publish advertising directed to
the Direct Channel. Buyer agrees it shall limit it gross sales in the Direct Channel to less than ten (10) percent of its total gross sales for all
Stairmaster Products.
(ii) Nautilus agrees that all Stairmaster Products it sells in the Direct Channel shall be products Nautilus obtains from Buyer or an
affiliate of Buyer: the parties expressly agree that Land America Life & Fitness Co., Ltd. is such an affiliate.