Common use of EXPLOITATION BY LICENSEE Clause in Contracts

EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price that does not exceed the price generally and customarily charged the trade by LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as fine department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" * so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. * * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. *

EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price that does not exceed the price generally and customarily charged the trade determined by LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be knowingly sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as fine moderate or better department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" * (such as Price Club, Sam's Warehouse, Pace, Costco, X.X.'s) so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. * * Text omitted pursuant Any sale of Licensed Product exceeding twenty five percent (25%) of LICENSEE's Net Shipment volume will be deemed a material breach of this Agreement and LICENSOR will have the right thereafter to a request for confidential treatment and filed separately with the Securities and Exchange Commissionterminate this Agreement. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. *LICENSEE acknowledges that it has no right to and shall not sell or distribute the Licensed Product to any diverter or to anyone whose sales or distribution are or will be made for publicity, promotional or tie-in purposes, combination sales, premiums, giveaways, direct mail, electronic shopping, vending machines or similar methods of merchandising, or whose business methods are or reported to be questionable. c. LICENSEE further agrees to sell to LICENSOR, if requested to do so by LICENSOR, any product manufactured or sold by LICENSEE, from LICENSEE's regular production at LICENSEE's customary net selling price.

EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price that does not exceed the price generally and customarily charged the trade by DETERMINED BY LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be KNOWINGLY sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as fine MODERATE OR BETTER department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" * so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. * * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. *.

EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price that does not exceed the price generally and customarily charged the trade determined by LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be knowingly sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as fine moderate or better department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" * so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. * * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. ** * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. b. Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price that does not exceed the price generally and customarily charged the trade by DETERMINED BY LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be KNOWINGLY sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as fine MODERATE OR BETTER department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" * (such as Price Club, Sam's Warehouse, Pace, Costco, X.X.'s) so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. * * Text omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. *)