DHL Corporation and Subsidiaries - Page 105

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          great deal of know-how and expertise.  These components are of              
          greater significance to customers than the name or trademark of             
          the delivery entity.  Generally, a delivery business’ trade name            
          or trademark will have less value when separated from the                   
          delivery infrastructure.  On occasion, an established delivery              
          company acquires another operating delivery company solely for              
          its operating infrastructure, and the acquired company’s name is            
          phased out and/or discarded.                                                
               As part of the first stage of the transaction with the                 
          foreign investors, the parties agreed to a reservation of rights            
          agreement in which an intermediate entity was used to transfer              
          the DHL trademark to Newco (or DHLI Bermuda) and Elan                       
          Operations B.V. (Dutchco).  The reservation of rights agreement             
          provided that nothing contained in it shall be construed as an              
          assignment or grant to the intermediate entity of legal or                  
          beneficial ownership in or to the trademark, it being understood            
          that Dutchco is the owner of all right, title, and interest in              
          and to the trademark in the United States, and that Newco is the            
          owner of all right, title, and interest in and to the trademark             
          outside the United States, in each case subject only to the                 
          rights reserved to the intermediate entity during a so-called               
          reservation period and thereafter under a license period.  Use of           
          the DHL trademark by petitioner and its related domestic entities           
          inured to the benefit of Dutchco and Newco, and the validity of             
          trademark ownership was incontestable worldwide.  While the                 

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Last modified: May 25, 2011