SECOND AMENDED AND RESTATED MASTER TRADEMARK LICENSE AGREEMENT BETWEEN by CHATTEM INC

SECOND AMENDED AND RESTATED

MASTER TRADEMARK LICENSE AGREEMENT BETWEEN

SIGNAL INVESTMENT & MANAGEMENT COMPANY

AND CHATTEM, INC.

(As Amended and Restated Effective March 22, 2002)

This Second Amended and Restated Master Trademark License Agreement is made and entered into by and between Signal Investment & Management Co., a Delaware corporation ("Signal"), having its principal place of business at Suite 1300, 1105 Market Street, Wilmington, Delaware 19890, and Chattem, Inc., a Tennessee corporation ("Chattem"), having its principal place of business located at 1715 W. 38th Street, Chattanooga, Tennessee 37409, effective as of June 30, 1992.

WHEREAS, Signal and Chattem are parties to that certain First Amended and Restated Master Trademark License Agreement effective as of June 30, 1992, pursuant to which Signal licenses to Chattem certain trademark rights; and

WHEREAS, Chattem has determined that its nutraceutical, supplement and weight control product lines will be transferred to another subsidiary corporation, SunDex, Inc., and accordingly the trademarks associated with those product lines will be used by SunDex, Inc. rather than Chattem;

WHEREAS, Signal and Chattem desire for Signal to license the trademarks associated with the nutraceutical, supplement and weight control product lines directly to SunDex, Inc.;

WHEREAS, Signal and Chattem desire to restate the framework in this Master Trademark License Agreement under which the licensing and sublicensing of all future trademark rights from Signal to Chattem will be controlled, such licensing to take effect immediately upon the date of Signal's future adoption, acquisition or licensing of such trademark rights; and

WHEREAS, Signal and Chattem desire to confirm their agreements relating to the licensing and sublicensing of such trademark rights and to supersede, replace and restate such prior licensing and sublicensing agreements currently in effect between the parties;

NOW, THEREFORE, in consideration of the premises and covenants herein, and in further consideration of the mutual benefits to the parties, the parties hereby covenant and agree as follows:

1.  Definitions.  As used in this Agreement, the following terms shall have the following meanings:

"Agreement": this Master Trademark License Agreement, as amended, supplemented or otherwise modified from time to time.

"Default": any of the events specified in Section 3.1, provided any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.
 

"Effective Date": shall mean March 22, 2002.

"FDA Requirements": shall mean any requirements of the Federal Food, Drug and Cosmetic Act, as amended, and any rules or regulations promulgated thereunder which are or may be applicable to the manufacture, sale, labeling or distribution of the Products.

"Governmental Authority": any nation or government, any state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Licensed Assets":  shall mean the Trademarks, the Trade Dress and the Product Standards.

"Licensee":  Chattem, Inc., a Tennessee corporation.

"Licensor":  Signal Investment & Management Co., a Delaware corporation.

"Net Sales":  shall mean sales of the Products at the invoiced price after deduction of (a) all trade and promotional discounts and allowances; (b) allowance for credits for returns; and (c) sales taxes and/or freight charges, if any, included in the invoice.

"Person": An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or entity of whatever nature.

"Products":  shall mean all products sold in any jurisdiction under any of the Trademarks, but shall exclude nutraceutical and weight control products.

"Product Standards":  shall mean the formulas, specifications and manufacturing procedures provided to the Licensee by the Licensor as the same shall hereinafter be amended from time to time with the consent and approval of the Licensor.

"Subsidiary":  as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited

liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Licensee other than the undersigned.

"Termination Date":  shall mean the date on which this Agreement shall terminate pursuant to Section 2.2 hereof.

"Trademarks":  shall mean and collectively include all trademarks, trademark registrations, applications for trademark registration, and good will associated with all trademarks presently owned, licensed or hereafter adopted, acquired or licensed by Licensor, except those trademarks associated with nutraceutical, supplement or weight control product lines, and including, but not limited to all trademarks identified on Schedule 1 hereto as the same may hereinafter be amended from time to time.

"Trade Dress": shall mean the existing trade dress of the Products as the same may hereinafter be modified from time to time with the consent and approval of the Licensor.

1.2           Other Definitional Provisions.

(a)           Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any other document and/or certificate delivered pursuant hereto.

(b)           The words "whereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole, not to any particular provision of this Agreement, and Section, Subsection and Schedule references are to this Agreement unless otherwise specified.

(c)           The meanings given to the terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.1           Grant of License.  Subject to the terms and conditions herein set forth, Licensor hereby grants to Licensee the exclusive right and license in each jurisdiction where a Trademark is registered, with the right to grant sublicenses to other Subsidiaries:

(a)           To produce, have produced, process or otherwise manufacture, and to use, sell and distribute the Products in accordance with the Product Standards;

(b)           To use any one or more of the Trademarks, alone or in conjunction with any other trademarks or trade names of Licensee of any of its Subsidiaries, on any Products which are sold by Licensee or by any of its sublicensed Subsidiaries under the provisions of this Agreement;

(c)           To the extent permitted pursuant to the provisions of Section 6.1 hereof, to bring and prosecute a suit or suits against any party (i) to preclude the unauthorized use of any of the Trademarks or any confusingly similar trademarks, and (ii) to preclude the unauthorized disclosure or use of any of the Product Standards.

(d)           To the extent permitted pursuant to provisions of Section 6.1 hereof, to defend and settle, at Licensee's expense, infringement suits brought by others based upon the use or prospective use by Licensee and/or its affiliates of any of the Trademarks.

(e)           To grant sublicenses to its Subsidiaries, provided such sublicenses are expressly made subject to all the terms and conditions of this Agreement, and, if applicable, the terms and conditions of any license to Licensor.

2.2           Term.  This Agreement shall commence on the effective date unless sooner terminated pursuant to Section 3.1 hereof, and shall continue thereafter for a period of five (5) years through and including March 22, 2007 (the "Initial Term") and for successive renewal terms of five (5) years each (individually or collectively, a "Renewal Term") unless the Licensor or Licensee shall give written notice of cancellation pursuant to the notice provisions of Section 11.1(f) hereof to the other party at least ninety (90) days prior to the end Initial Term or the Renewal Term then ending, as the case may be.

3.1           Defaults.  This Agreement may be terminated by the Licensor at any time upon the occurrence of one or more of the following Defaults:

(a)           Licensee or any of its sublicensed Subsidiaries shall materially breach any of the terms, conditions or agreements contained in this Agreement which are required to be kept, observed or performed by