EXHIBIT 10.90
LICENSE AGREEMENT
among
XXXXX XXX XXXXXXXXXXX STUDIO, L.P.
INTER PARFUMS USA, LLC
and
INTER PARFUMS, INC.
Dated 29 May 2002
EXHIBIT 10.90
LICENSE AGREEMENT
AGREEMENT made this 29th day of May, 2002, among Xxxxx Xxx Xxxxxxxxxxx
Studio, L.P., a Connecticut limited partnership ("Licensor"), with its offices
at Xxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxx Xxxxxxx, XX 00000; INTER PARFUMS USA, LLC,
a New York limited liability company ("Licensee"), with its offices at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and INTER PARFUMS, INC., a Delaware
corporation ("Guarantor"), with its offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000.
W I T N E S S E T H:
WHEREAS, Licensee, a wholly-owned subsidiary of Guarantor, has the
ability, knowledge and experience to create, develop, manufacture, produce,
market, distribute and sell fragrances and cosmetics in the Territory, as
hereinafter defined; and
WHEREAS, Licensor and Licensee have negotiated the terms pursuant to
which Licensee will create, develop, manufacture, produce, market, distribute
and sell the Products, as hereinafter defined, upon the terms and conditions as
stated herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises contained herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 AFFILIATES. An "Affiliate," in the case of Licensor, shall mean an
entity or person which directly or indirectly controls or is controlled by or is
under common control with Licensor, and, in the case of Licensee, shall mean an
entity or person which directly or indirectly controls or is controlled by or is
under common control with Licensee.
1.2 ANNUAL PERIOD. The first "Annual Period" shall commence on the
Effective Date, as hereinafter defined, and continue until 31 December 2004,
which consists of eighteen (18) months for product development and thirteen (13)
months of marketing and sales. Thereafter, each succeeding twelve (12) month
period commencing on each January 1st during the term of this Agreement shall be
a new Annual Period.
1.3 AUTHORIZED CHANNELS OF DISTRIBUTION. The term "Authorized Channels
of Distribution" shall mean, with respect to:
(a) Mass Market Products, as hereinafter defined, all mass market
wholesalers and retailers such as mass merchandisers, drug store chains,
specialty store chains and supermarket chains; and
(b) Prestige Products, as hereinafter defined, those upscale retail
outlets, specialty stores, and department stores which have a prestige level
greater than X.X. Xxxxxx (by way of illustration, as of the Effective Date, Saks
Fifth Avenue, Neiman Marcus, Bergdorf Xxxxxxx, Scoop and Xxxxx Xxxxxx would be
within the Authorized Channels of Distribution for Prestige Products and Sears
would not.)
1.4 EFFECTIVE DATE. "Effective Date" shall mean June 1, 2002.
1.5 LICENSED MARKS. "Licensed Marks" shall mean the trademarks in any
form or embodiment thereof, as set forth in SCHEDULE 1.5.
1.6 NET SALES. "Net Sales" shall mean the invoiced amount of Products
shipped or sold by Licensee or any of its Affiliates, to a non-Affiliate, less
the following deductions: (i) returns; (ii) customary trade and quantity
discounts, and customary allowances (including store sales commissions, but not
including advertising allowances); and (iii) freight (to the extent separately
stated on such invoice).
1.7 MASS MARKET PRODUCTS. "Mass Market Products" shall mean all
Products, as hereinafter defined, which are sold under the "Tatiana" Licensed
Xxxx or under any New Marks, as hereinafter defined, used for similarly priced
or lower priced Products.
1.8 NEW MARKS. "New Marks" shall mean such additional trademarks, if
any, other than the Licensed Marks, registered in the name of Licensor or an
Affiliate of Licensor for use in connection with the marketing, distribution and
sale of Products, in accordance with the agreement of both parties.
1.9 PRESTIGE PRODUCTS. "Prestige Products" shall mean all Products, as
hereinafter defined, which are sold under the "Xxxxx Xxx Xxxxxxxxxxx" or the
"DVF" Licensed Xxxx, or under any New Marks used for similarly priced or higher
priced Products.
1.10 PRODUCTS. "Products" shall mean any and all products for men,
women and children approved for such use by Licensor and using a Licensed Xxxx
or a New Xxxx in any one or more of the following three (3) categories: (i)
fragrance and bath and body products (including perfume, eau de toilette, eau de
cologne and deodorants), (ii) skin care and (iii) color cosmetics.
1.11 TERRITORY. "Territory" shall mean the world.
ARTICLE II
GRANTS AND COVENANTS
2.1 GRANT OF RIGHTS; BEST EFFORTS OF LICENSEE.
(a) Subject to the terms and conditions hereof, Licensor hereby grants
to Licensee the exclusive right, from the Effective Date until termination or
expiration of this Agreement, to create, develop, manufacture, produce, market,
distribute and sell the Products in the Territory, and Licensee agrees to use
its best efforts, consistent with good business practices, to create,
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develop, manufacture, produce, market, distribute and sell the maximum amount of
Products in the Territory.
(b) Licensee shall distribute and sell Mass Market Products and
Prestige Products solely through Authorized Channels of Distribution for each
such respective Product group.
(c) Licensee shall have the fragrance oil of Prestige Products
developed in France.
2.2 RETENTION OF RIGHTS. Licensor shall retain any and all rights
whatsoever not expressly granted herein.
2.3 PROHIBITED ACTION. Licensee covenants and agrees that it shall not
engage in any acts or conduct and shall not make any statement which can
reasonably be expected to have an adverse affect on the business, financial
condition or reputation of Licensor, any of the Licensed Marks or any of the New
Marks.
2.4 RELATIONSHIP OF LICENSOR AND LICENSEE. Each of Licensee and
Licensor shall be an independent contractor and not be considered an agent of
the other. Under no circumstances shall either Licensee or Licensor have, or
claim to have, power of decision in any activities on behalf of the other,
except as specifically set forth herein.
2.5 DISTRIBUTION. Licensee shall have the right to enter into
distribution agreements (the "Distribution Agreements") with distributors
("Distributors") for the distribution (but not the manufacture) of the Products
in the Territory on the following conditions:
(a) Licensee remains primarily obligated under, and each such
Distributor agrees in writing to be bound by, this Agreement; and
(b) each Distribution Agreement will be subject to the approval of
Licensor.
2.6 LICENSOR'S RIGHTS. Licensor shall have the right to sell the
Products on its web site (the "Web Site"), in its free standing retail stores
and in its outlet stores, PROVIDED THAT Licensor purchases Products solely from
Licensee. All purchases of Products by said retail stores, by said outlet stores
and by the Web Site shall be on the terms agreed to by such customers with
Licensee, except that, in consideration of the license granted by Licensor
hereunder, the price to be paid shall be equal to the Licensee's suggested
retail price of such Products less _____*, otherwise, the terms shall be no less
favorable to the retail stores, the outlet stores and the Web Site than the best
terms offered by Licensee to any other retail customer of Products.
2.7 LICENSOR'S REPUTATION. In the event Licensor has a good faith
belief that its reputation has been tarnished solely as the result of the sale
of Mass Market Products, then in such event, at the option of Licensor,
exercisable by written notice to Licensee, Licensee shall no longer use or have
the right to use the name Xxxxx Xxx Xxxxxxxxxxx in any manner in connection with
the marketing, distribution, promotion or sale of Mass Market Products, with the
exception of the existing inventory, work in progress, components and component
purchase orders that Licensee cannot cancel without incurring a penalty; and
upon such notice, notwithstanding anything to contrary contained in this
Agreement, any and all future Minimum Net Sales
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Requirements, minimum Advertising requirements, and Minimum Annual Royalty
requirements shall immediately become void and of no further force and effect,
without any further action by either Licensor or Licensee.
ARTICLE III
APPROVALS OF LICENSOR; PRODUCT DEVELOPMENT,
MANUFACTURING, SALES AND MARKETING
3.1 APPROVALS. Whenever approval of Licensor is required under this
Agreement, it shall not be unreasonably withheld or delayed, and once provided,
shall not be withdrawn. Any attempted withdrawal of approval previously provided
shall be of no force and effect. Notices denying approval shall set forth, in
reasonably appropriate detail, the reasons for the denial.
3.2 TIME FOR APPROVAL. Whenever approval of Licensor is required under
this Agreement, Licensee shall notify Licensor fifteen (15) days before such
approval is due. If such approval is not granted within such fifteen (15) day
period, then Licensee may give Licensor a second notice requesting approval. If
such approval is not denied by Licensor within an additional three (3) business
days after such second notice from Licensee requesting approval is received by
Licensor, it shall be deemed approved.
3.3 PRODUCT CONCEPT AND CREATION. Licensee shall, at its expense,
create and develop the Products, which shall be subject to the approval of
Licensor at each stage of production; and Licensee shall provide notice to
Licensor at each stage of production, as follows:
o Product concept,
o bottle design and styling,
o development and choice of fragrance,
o development and choice of packaging,
o choice of the Product name.
3.4 PRODUCTION AND MANUFACTURING OF PRODUCTS.
(a) Subject to the other provisions of this Agreement, Licensee shall
retain complete control of all stages of manufacturing and production of
Products; and Licensee shall have the right to select subcontractors to supply
components (fragrances, oils, molds, caps, pumps, boxes, packing, labels, ETC.),
and filling and packaging services. In furtherance thereof, Licensee shall have
the right to subcontract with third parties any or all of the development and
manufacturing of the Products. Licensee shall use reasonable efforts to insure
that all of its subcontractors for Products shall not sell Products produced by
them other than to Licensee and also shall not to use any child labor in
connection with the production of Products or violate any labor laws in
connection therewith.
(b) Licensee shall provide Licensor, for verification purposes, with
samples of the Products before production for commercial distribution. Licensee
further undertakes to distribute, market and sell only Products in conformity
with the prototype approved by Licensor.
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(c) The contents and workmanship of the Products shall be at all times
of high quality, consistent with the reputation, image and prestige of Licensor
and of the Licensed Marks. The Products and all packaging and labeling shall
comply with all applicable laws and regulations.
(d) Licensee agrees to launch its first Prestige Product not later than
eighteen (18) months from the Effective Date.
3.5 MARKETING, ADVERTISING AND PROMOTION.
(a) Licensee shall create and produce all marketing, advertising and
promotion for the Prestige Products (collectively "Advertising"). Advertising
shall consist of media expense (E.G., magazines, newspapers, radio, ETC.);
point-of-sale materials (E.G., shop windows, displays, stands, blotter cards,
banners, gifts with purchase programs, samples, miniatures, testers, ETC.); and
public relations and promotional expenses such as co-operative advertising and
trade advertising. All of the foregoing shall be subject to the approval of
Licensor.
(b) Licensee, jointly with its Distributors, shall spend on Advertising
of Prestige Products during each Annual Period, not less than ________* percent
of Net Sales of Prestige Products during such Annual Period. Licensee shall have
no obligation to spend any sums on Advertising for Mass Market Products.
(c) Each of Licensee and Licensor covenants and agrees with the other
that, in order to assist with marketing and promotion of the Products, each
shall make available to the other any and all artwork, prints, forms and the
like relating to the Licensed Xxxx that it has in its possession or to which it
has access.
3.6 GIFTS WITH PURCHASE PROMOTIONS. In connection with its marketing of
the Products, Licensee shall develop gift with purchase promotions, wherein the
items used as the gift components of the promotions are items not constituting
Products, but which bear a Licensed Xxxx. Gift with purchase promotions shall be
subject to the approval of Licensor. Licensor shall have the right to purchase
Products from Licensee at a price to be agreed upon for use by Licensor as gifts
with purchase in connection with promotions of other products of Licensor.
3.7 MINIMUM NET SALES REQUIREMENTS. Licensee agrees to fulfill the
minimum Net Sales requirements set forth in SCHEDULE 3.7 hereof ("Minimum Net
Sales Requirements").
3.8 CLOSE-OUTS. Licensee shall have the right to sell discontinued
lines of Products at close-out prices, PROVIDED THAT, such sales are made solely
to customers not within the Authorized Channels of Distribution.
ARTICLE IV
INDEMNIFICATION; INSURANCE
4.1 BY LICENSEE. Licensee hereby agrees to indemnify and hold harmless
Licensor, and its Affiliates, officers and directors from and against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject whether as a result
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* Excised.
of any third party claim or otherwise (including any action, suit or proceeding
among Licensor, Licensee and any indemnified person, whether on account of this
contract or otherwise), and to reimburse each such person so indemnified for any
legal fees, costs and expenses (including the cost of any investigation and
preparation) reasonably incurred by them or any of them in connection with any
claim or litigation, whether or not resulting in any liability, insofar as such
losses, claims, damages, liabilities, or litigation arises out of or are based
upon any breach of warranty or representation by Licensee or the failure by
Licensee to fulfill any covenant, agreement or condition contained herein.
4.2 BY LICENSOR. Licensor hereby agrees to indemnify and hold harmless
Licensee, and its Affiliates, officers and directors from and against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject whether as a result of any third party claim or
otherwise (including any action, suit or proceeding among Licensee, Licensor and
any indemnified person, whether on account of this contract or otherwise), and
to reimburse each such person so indemnified for any legal fees, costs and
expenses (including the cost of any investigation and preparation) reasonably
incurred by them or any of them in connection with any claim or litigation,
whether or not resulting in any liability insofar, as such losses, claims,
damages, liabilities, or litigation arises out of or are based upon any breach
of warranty or representation by Licensor or the failure by Licensor to fulfill
any covenant, agreement or condition contained herein.
4.3 NOTICE OF AND DEFENSE AGAINST CLAIMS. Promptly after receipt by an
indemnified party under ARTICLE 4.1 or ARTICLE 4.2 above of notice of the making
of any claim or the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indemnifying party, send
notice thereof to the indemnifying party; but the omission to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this section. In case any such action
shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under ARTICLE 4.1 or ARTICLE 4.2 for any legal fees,
costs, or expenses subsequently incurred directly by the indemnified party after
the date such notice is given by such indemnified party in connection with the
defense thereof for other than reasonable costs of investigation. No
indemnifying party shall be liable for any settlement of any claim or action
pursuant to this ARTICLE IV effected without the prior written consent of such
indemnifying party; PROVIDED, HOWEVER, that if the indemnifying party does not
consent to a settlement, the indemnified party may nevertheless settle, unless
the indemnifying party secured the indemnified party against loss to the
indemnified party's reasonable satisfaction.
4.4 INSURANCE. Licensee covenants and agrees with Licensor to maintain
at its own expense, a vendor broad form product liability insurance policy in
the face amount of not less than U.S.$3,000,000.00. Such insurance policy of
Licensee shall name Licensor as an additional insured, and shall provide for not
less than thirty (30) days' prior written notice to both parties of the
cancellation or substantial modification thereof. Licensee shall deliver a
certificate of such insurance to Licensor promptly upon issuance of said
insurance policy and, from time to time
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upon reasonable request by Licensor, Licensee shall promptly furnish to Licensor
evidence of the maintenance of said insurance policy. Nothing contained in this
ARTICLE 4.4 shall be deemed to limit, circumscribe or affect in any way the
indemnification provided for in this ARTICLE IV. If Licensee fails to deliver to
Licensor proof of the issuance of such a policy or its renewal, then Licensor
may obtain such policy and shall be reimbursed by Licensee forthwith for the
cost thereof.
4.5 SURVIVAL. The provisions of this ARTICLE IV shall survive
termination of this Agreement.
ARTICLE V
TRADEMARKS, TRADE DRESS, ETC.
5.1 TRADEMARKS.
(a) Licensor warrants and represents to Licensee that Licensor is the
owner of all right, title and interest in and to the registrations of the
Licensed Marks in International Class 3 in the jurisdictions set forth in the
annexed SCHEDULE 5.1, and Licensor has no knowledge that the Licensed Marks
infringe upon any other trademark. The rights granted Licensee in this Agreement
are exclusive and have not been granted to any third party. Licensee
acknowledges that Licensor is the owner of all right, title and interest in and
to the Licensed Marks and is also the owner of the goodwill attached or which
shall become attached to the Licensed Marks in connection with the business and
good will in relation to which the same have been, are or shall be used. Sales
by Licensee shall be deemed to have been made by Licensor for purposes of
trademark registration and all uses of the Licensed Marks by Licensee shall
inure to the benefit of Licensor.
(b) At Licensor's request, Licensee shall execute any documents,
including registered user agreements, reasonably required by Licensor to confirm
Licensor's ownership of all rights in and to the Licensed Marks in each
jurisdiction in the Territory and the respective rights of Licensor and Licensee
pursuant to this Agreement. Licensee shall cooperate with Licensor in connection
with the filing and prosecution by Licensor of applications in Licensor's name
to register the Licensed Marks for Products in each jurisdiction in the
Territory and the maintenance and renewal of such registrations as may issue.
For each Licensed Xxxx, Licensor shall bear the first ______* in costs and
expenses associated with such filings, and Licensee shall bear the excess costs,
if any. Licensee shall not use any Licensed Xxxx, nor may any Products bearing
such Licensed Xxxx be advertised, marketed or offered for sale in any country
where such Licensed Xxxx has not been registered in International Class 3 or an
application for such registration has not been filed.
(c) Licensee covenants and agrees with Licensor that Licensee and its
Affiliates shall use the Licensed Marks in each jurisdiction in the Territory in
compliance with the legal requirements in such jurisdiction. Neither Licensee
nor its Affiliates shall challenge Licensor's ownership of or the validity of
any Licensed Xxxx or any New Xxxx or any application for registration thereof,
or any trademark registration thereof, or any rights of Licensor therein; and
this obligation shall survive the expiration or termination of this Agreement.
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(d) Licensor agrees that at the request and expense of Licensee, but
subject to the approval of Licensor, Licensor shall use its good faith efforts
to create or obtain and register one (1) or more New Marks in the name of
Licensor or an Affiliate of Licensor for use in connection with the marketing,
distribution and sale of Products.
5.2 INFRINGEMENTS.
(a) Licensee shall cooperate with Licensor in stopping infringements of
the Licensed Marks and the New Marks, as a result of any agreement with a third
party arising out of this Agreement, but solely Licensor shall have the right to
prosecute such infringements, and to decide when and where to take action and
which action to take, unless otherwise agreed in writing by both parties.
(b) To this end, each party hereto shall promptly inform the other
party of each such infringement of any Licensed Xxxx or New Xxxx by third
parties in the Territory which comes to its knowledge. As between Licensor and
Licensee, any and all revenues stemming from such actions to recover for
infringements within the Territory shall be the sole property of Licensor.
(c) Licensee covenants and agrees with Licensor that Licensee and its
Affiliates shall not:
(i) permit the Licensed Marks or New Marks to suffer any
liens, pledges, charges, security interests, encumbrances, title retention
agreements, options, equities or restrictions of any kind whatsoever;
(ii) assign, transfer or convey any interest in the Licensed
Xxxx or New Marks;
(iii) amend, modify, alter or change in any manner whatsoever,
any Licensed Xxxx or New Xxxx;
(iv) combine in any manner any Licensed Xxxx or New Xxxx with
any other trademark;
(v) register any Licensed Xxxx or New Xxxx in the name of
Licensee or any of its Affiliates; or
(vi) use any Licensed Xxxx or New Xxxx, in whole or in part,
as a corporate name, trade name or otherwise.
5.3 COPYRIGHTS AND TRADE DRESS.
(a) Licensee shall have the right to create containers, packaging and
advertising for use in connection with the marketing, distribution and sale of
Products, as well as bottles for fragrance Products which shall be unique. All
such items shall be subject to the prior written approval of Licensor. Licensee
covenants and agrees with Licensor that such trade dress shall not be
confusingly similar to any other trade dress.
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(b) Any copyright which may be created in any packaging, bottle, label
or the like designed under this Agreement shall be the property of Licensor.
Licensee shall not, at any time, do or cause to be done any act or thing which
may adversely affect any rights of Licensor in such packaging, bottles, labels
and the like, including, without limitation, filing any application in its name
to record any claims to copyrights in Products, and shall do all things
reasonably required by Licensor to preserve and protect said rights, including,
without limitation, placing the copyright notice specified by the Universal
Copyright Convention or other applicable treaty or statute on all Products and
the packaging, bottles and labels thereof, and executing any documents as
Licensor may reasonably request transferring such copyrights to Licensor.
ARTICLE VI
ROYALTIES
6.1 SALES ROYALTY. In consideration of the license granted hereunder,
Licensee shall pay to Licensor the following royalties on all Net Sales (the
"Sales Royalty"):
(a) for Mass Market Products: _______* percent of Net Sales; and
(b) for Prestige Products: _______* percent of Net Sales.
6.2 MINIMUM ANNUAL ROYALTY. In consideration of the license granted
hereunder, Licensee shall pay to Licensor for each Annual Period minimum annual
royalties as set forth in SCHEDULE 6.2 ("Minimum Annual Royalties").
6.3 PAYMENT OF ROYALTIES.
(a) Payments required of Licensee hereunder shall be made to Licensor
in United States Dollars. The Sales Royalty payable with respect to Net Sales in
currencies other than United States Dollars during any quarterly accounting
period shall be computed on the basis of the conversion rate of the applicable
currencies into United States Dollars quoted in The Wall Street Journal as of
the close of business on the last business day of the applicable quarter.
(b) (i) With respect to the first Annual Period, the Minimum Annual
Royalty shall be paid upon the execution and delivery of this Agreement, and the
Sales Royalty shall be accounted for and paid quarterly, within forty five (45)
days after the close of each of the last four (4) three-month periods (each a
"quarter").
(ii) With respect to each subsequent Annual Period, the Sales
Royalty hereunder shall be accounted for, and the Sales Royalty and/or Minimum
Annual Royalty hereunder shall be paid, quarterly, within forty five (45) days
after the close of each quarter of each Annual Period. The Minimum Annual
Royalty shall be payable in four (4) equal installments.
(iii) The Sales Royalty payable for each quarter during each
Annual Period shall be computed on the basis of Net Sales during the elapsed
portion of the Annual Period, and credited against the Minimum Annual Royalties
due.
*Excised.
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(c) The amount of Sales Royalty paid for any Annual Period in excess of
the Minimum Annual Royalty required to be paid for any such Annual Period (the
"Excess Royalty Payment"), shall be credited against
(i) the Minimum Annual Royalty due for the next Annual Period,
solely to the extent that the Minimum Annual Royalty to be paid for such next
Annual Period exceeds the Sales Royalty due for such next Annual Period; and
(ii) the Sales Royalty due for the Annual Period in which the
Excess Royalty Payment is paid, solely to the extent the Minimum Annual Royalty
paid for the immediately preceeding Annual Period exceeded the amount of the
Sales Royalty due for such Annual Period (the "Shortfall Royaly Payment").
ARTICLE VII
BOOKS, RECORDS AND REPORTS
7.1 STATEMENTS.
(a) Licensee shall deliver to Licensor at the time each Sales Royalty
payment is due, a statement signed by Licensee indicating, by quarter Annual
Period, (i) the aggregate invoice price of each category of Products shipped or
sold during the period covered by such Sales Royalty payment; (ii) the aggregate
amount of returns, of discounts and of allowances which properly may be deducted
from gross sales, (iii) Net Sales of each Product category; and (iv) a
computation of the amount of Sales Royalty payable hereunder for the
quarter-annual period. Such statement shall be furnished to Licensor
irrespective of the quantity of Products that have been sold during the period
for which such statement is due.
(b) Licensee shall deliver to Licensor, not later than ninety (90) days
after the close of each Annual Period during the term of this Agreement (or
portion thereof in the event of prior termination for any reason), a statement
signed and certified as accurate by its chief financial officer relating to such
Annual Period, setting forth the information required to be submitted by
Licensee in accordance with ARTICLE 7.1(A) above and the aggregate amount
expended by Licensee and its Distributors for Advertising during such Annual
Period.
7.2 BOOKS AND RECORDS. Licensee shall prepare and maintain complete and
accurate books of account and records (specifically including, without
limitation, the originals or copies of documents supporting entries in the books
of account) covering all transactions arising out of or relating to this
Agreement. Licensor and its duly authorized representatives shall have the
right, exercisable not more than once every Annual Period during regular
business hours, for the duration of this Agreement and for three (3) years
thereafter, to audit said books of account and records and examine and make
copies of all documents and material in the possession or under the control of
Licensee with respect to the subject matter and the terms of this Agreement,
including, without limitation, invoices, credits and shipping documents. All
such books of account, records and documents shall be kept available by Licensee
for three (3) years after the end of the Annual Period to which they relate.
*Excised.
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7.3 AUDITS. If Licensee's payment or aggregate of payments for any
period covered by an audit of Licensee's books and records was less than the
amount which should have been paid by a sum equal to ______* or more of the
amount of payment(s) actually made with respect to such period, then Licensee
shall reimburse Licensor for the cost of such audit, shall make all payments
required to be made to eliminate any discrepancy revealed by said audit within
thirty (30) days after Licensor's demand therefor.
7.4 SURVIVAL. The provisions of and the rights and obligations of the
parties under ARTICLE VII of this Agreement shall survive the expiration or
termination hereof.
ARTICLE VIII
TERM AND TERMINATION
8.1 INITIAL TERM. The initial term hereof (the "Initial Term") shall
commence on the Effective Date and, unless sooner terminated as hereinafter
provided, shall continue for a period of seven (7) consecutive Annual Periods.
8.2 RENEWAL TERMS. Licensee shall have the option to renew this
Agreement for three (3) consecutive renewal terms, each consisting of two (2)
consecutive Annual Periods (each a "Renewal Term"), after the expiration of the
Initial Term, if:
(a) Written notice of the election to exercise such option is given to
Licensor not less than six (6) months prior to the expiration of the then
current Term; and
(b) Licensee is in compliance with all of the terms and conditions of
this Agreement both at the time the option is exercised and on the last day of
the then current Annual Period. In the event that Net Sales when actually
determined, during the last year two years of the Initial Term are less than the
applicable Minimum Sales Requirements for such years, Licensor shall have the
right to terminate this Agreement on six (6) months written notice to Licensee,
notwithstanding any prior renewal by Licensee.
8.3 TERMINATION.
(a) Without prejudice to any other rights Licensor may have, including
but not limited to an action to recover damages, Licensor may terminate this
Agreement, without liability, at any time upon notice to Licensee, if:
(i) Licensee fails to make any payment due hereunder, and such
default remains uncured for ten (10) days after the effective date of
such notice from Licensor; or
(ii) Licensee has failed to (A) fulfill any covenant or
agreement on its part to be fulfilled within forty five (45) days after
the effective date of notice of such failure from Licensor, or (B) cure
a breach of this Agreement within forty five (45) days after the
effective date of notice of such breach from Licensor; or
*Excised.
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(iii) Net Sales for any Annual Period do not meet or exceed
the Minimum Net Sales Requirements for such Annual Period; PROVIDED,
HOWEVER, that Licensee shall have forty five (45) days after the
effective date of such notice from Licensor to cure such deficiency by
making a Sales Royalty payment to Licensor equal to such shortfall in
the Minimum Net Sales Requirements as if such Net Sales had been made;
or Licensee sells or otherwise disposes of substantially all of its
business or assets to a third party, or control of Licensee is
transferred.
(iv) Licensee sells or otherwise disposes of substantially all
of its business or assets to a third party, or if control of Licensee
is transferred.
(b) If Licensee is adjudicated a bankrupt, or if a petition in
bankruptcy is filed against Licensee, or if Licensee makes any assignment for
the benefit of its creditors, or if Licensee commits any act of bankruptcy or
takes the benefit of any insolvency law, or if a receiver is appointed for
Licensee or substantially all of its assets or business, then this Agreement
shall automatically terminate as of the earliest date on which any of the above
events occurred without prejudice to any other rights which Licensor may have.
8.4 RIGHTS ON EXPIRATION OR TERMINATION.
(a) In the event of termination in accordance with ARTICLE 8.3(A) - (B)
above, Licensee shall pay to Licensor all Sales Royalties and Minimum Annual
Royalties then owing and all Sales Royalties thereafter becoming due. In
addition, Licensee shall pay to Licensor, as liquidated damages for early
termination of this Agreement and not as a penalty, a sum equal to the lesser of
(i) the next ______* quarterly Minimum Annual Royalty payments for all Products
and (ii) the remaining Minimum Annual Royalty payments for all Products due
Licensor over the balance of the Initial Term, after the date of termination
(the "Termination Payment"). For Renewal Terms, the Termination Payment shall be
the balance, if any, of the Minimum Annual Royalties for all Products due for
such Renewal Term.
(b) Upon the expiration or termination of this Agreement, Licensee
shall promptly deliver to Licensor a complete and accurate schedule of
Licensee's inventory of Products on hand, in process of manufacture and in
transit, including without limitation, raw materials, bulk materials,
ingredients, supplies and containers (the "Inventory"). Such schedule shall be
prepared as of the close of business on the date of such expiration or
termination and shall state Licensee's cost of each such item and its condition.
Licensor thereupon shall have the option, exercisable by notice to Licensee
within thirty (30) days after its receipt of the complete Inventory schedule in
written form, to purchase any or all of the Inventory for an amount equal to
Licensee's cost of the Inventory being purchased or its fair market value,
whichever is lower. If such purchase option should be exercised by Licensor,
then Licensee shall deliver to Licensor or its designee all of the Inventory
purchased by Licensor within five (5) days after Licensor's said notice of
exercise of its option. Licensor shall pay Licensee for such Inventory in cash
or certified check upon delivery of such Inventory.
(c) If this Agreement terminates pursuant to ARTICLE 8.3(B) hereof,
then no assignee for the benefit of creditors, custodian, receiver, trustee in
bankruptcy, sheriff or any other officer of the court or official charged with
responsibility for taking custody of Licensee's assets or
*Excised.
12
business shall have any right to continue this Agreement. Nothing contained
herein shall be deemed to preclude or impair any rights which Licensor may have
as a creditor in any such bankruptcy or similar proceeding.
(d) If this Agreement expires by its terms or is terminated, then
Licensee shall be entitled, for an additional period of six (6) months only, to
sell and dispose of its Inventory on a non-exclusive basis, provided that
Licensor has not exercised its option to purchase all of the Inventory. All
sales pursuant to this paragraph (other than to Licensor) shall be made subject
to all of the provisions of this Agreement, including a quarterly accounting for
and the payment of Sales Royalty thereon within forty five (45) days following
the end of each three (3) month period during the six (6) month sell-off period.
(e) Except as otherwise specifically provided to the contrary in this
Agreement, on the expiration or termination of this Agreement, all of the rights
of Licensee under this Agreement thereupon shall terminate forthwith and shall
revert automatically to Licensor.
ARTICLE IX
MISCELLANEOUS
9.1 FORCE MAJEURE.
(a) If the performance of any part of this Agreement by Licensee is
prevented, or otherwise made impracticable by reason of any strike, flood, riot,
fire, explosion, terrorist act, governmental action in response to or in
contemplation of any terrorist act, war or any other casualty or cause beyond
the control of Licensee, and which cannot be overcome by reasonable diligence
and without unusual expense, Licensee shall be excused from such performance to
the extent that it is necessarily prevented thereby, during the continuance of
any such happening or event and for so long as such event shall continue to
prevent such performance. This Agreement shall be deemed suspended so long as
and to the extent that any such cause shall operate to prevent the performance
by Licensee of its obligations.
(b) Upon the occurrence of any such event Licensee shall, as soon as
reasonably practicable thereafter, notify Licensor of the nature and extent of
any such force majeure condition referred to in the preceding subparagraph and
advise Licensor of the nature and extent thereof.
9.2 CUMULATIVE RIGHTS. The rights and remedies granted in this
Agreement are cumulative and not exclusive, and are in addition to any and all
other rights and remedies granted and permitted under and pursuant to law.
9.3 NO WAIVER. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.
9.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision herein shall be effective unless in writing, executed by the
party charged therewith.
*Excised.
13
9.5 LIMITED RIGHT OF ASSIGNMENT. Except as set forth below, this
Agreement may not be assigned by Licensee, and any such attempted assignment
hereof shall be void and of no effect. Licensee shall have the to right assign
its rights in and to, and to delegate its duties under this Agreement, solely to
Xxxx Philippe Fragrances, LLC, a New York limited liability company, which is a
wholly-owned subsidiary of Guarantor, and solely in respect of Mass Market
Products. Guarantor consents to such assignment and delegation, and agrees that
its guarantee of this Agreement shall apply to the obligations of Xxxx Philippe
Fragrances, LLC as if Xxxx Philippe Fragrances, LLC were named as a licensee in
the Agreement. Further, the form of assignment and delegation shall be subject
to the approval of Licensor.
9.6 ARTICLE HEADINGS. The article headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.
9.7 GOVERNING LAW; CONSENT TO SERVICE OF PROCESS. This Agreement shall
be construed, interpreted and enforced in accordance with and shall be governed
by the laws of the state of New York without regard to the principles of
conflicts of laws. Each party hereto hereby irrevocably consents to the
exclusive jurisdiction and venue of the federal and state courts sitting within
the state of New York with regard to any and all actions or proceedings arising
out of, or relating to, this Agreement, and agrees that service of process may
be made in the manner for providing notice, as specified in ARTICLE 9.8 hereof.
9.8 NOTICES.
(a) Any notice or other communication under the provisions of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
mail, return receipt requested, or by hand delivery with an acknowledgment copy
requested, or by a reputable overnight delivery or courier service; all to be
directed to the addresses set forth above, or to any new address of which any
party hereto shall have informed the others by the giving of notice in the
manner provided herein. Such notice or communication shall be effective, if sent
by postage prepaid, registered mail, five (5) days after it is mailed; if sent
by a reputable overnight delivery or courier service, two (2) days after
properly forwarded; or by hand delivery, upon receipt.
(b) The parties hereto agree to send copies of all notices under this
Agreement by telecopier to the other party, but such notice by telecopier shall
not relieve the sending party of the obligation to forward notice in accordance
with the terms of ARTICLE 9.8(A) hereof.
9.9 UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction, then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable part had
been severed and deleted.
9.10 COUNTERPARTS. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
9.11 NO THIRD PARTY RIGHTS. The representations, warranties and other
terms and provisions of this Agreement are for the exclusive benefit of the
parties hereto, and no other person shall have any right or claim against any
party by reason of any of those terms and provisions or be entitled to enforce
any of those terms and provisions against any party.
*Excised.
14
9.12 LIMITATION ON DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL LICENSEE BE LIABLE TO
LICENSOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING
FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
9.13 RESOLUTION OF DRAFTING AMBIGUITIES. Each of the parties
acknowledges that it was represented by counsel in connection with the
preparation, execution and delivery of this Agreement, and that its counsel
reviewed this Agreement and that any rule of construction under any applicable
law to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
ARTICLE X
GUARANTEE
10.1 GUARANTEE. In order to induce Licensor to enter into this
Agreement, Guarantor irrevocably and unconditionally guarantees to Licensor the
full, faithful and timely performance of all obligations of Licensee owed to
Licensor under this Agreement, including, but not limited to, the payment of
Sales Royalties and Minimum Annual Royalties. Guarantor acknowledges that
Licensor would not enter into this Agreement in the absence of this Guaranty.
The obligation of Guarantor under this guaranty is primary and unconditional and
shall be enforceable against Guarantor before or after proceeding against
Licensee, before or after the expiration or termination of this Agreement, and
regardless of any insolvency on the part of Licensee. Notices given to Licensee
under this Agreement shall be deemed to have been given to Guarantor in
accordance with this Agreement.
*Excised.
15
IN WITNESS WHEREOF, the parties hereto have executed this instrument
the date first above written.
Xxxxx Xxx Xxxxxxxxxxx Studio, L.P.
a Connecticut limited partnership
By: DVF International SA, Inc.,
General Partner
By: /s/ Xxxxx Xxxxxx
-----------------
Xxxxx Xxxxxx, PRESIDENT
INTER PARFUMS USA, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
Xxxxxxx Xxxxxxxxx, EXECUTIVE VICE PRESIDENT
INTER PARFUMS, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
Xxxxxxx Xxxxxxxxx, EXECUTIVE VICE PRESIDENT
*Excised.
16
LIST OF SCHEDULES
Schedule 1.5 - Licensed Marks
Schedule 3.7 - Minimum Net Sales Requirements
Schedule 5.1 - Trademark Registration
Schedule 6.2 - Minimum Annual Royalties
*Excised.
17
SCHEDULE 1.5
LICENSED MARKS
PRESTIGE PRODUCTS:
Xxxxx Xxx Xxxxxxxxxxx
DVF
MASS MARKET PRODUCTS:
Tatiana
Tatiana by Xxxxx Xxx Xxxxxxxxxxx
Volcan d'Amour
Xxxxx Xxx Xxxxxxxxxxx The Color Authority
Tatiana Actives
SCHEDULE 3.7
MINIMUM NET SALES REQUIREMENTS FOR
MASS MARKET PRODUCTS
Initial Term
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third *
--------------------------------------------------------------------------------
Fourth *
--------------------------------------------------------------------------------
Fifth *
--------------------------------------------------------------------------------
Sixth *
--------------------------------------------------------------------------------
Seventh *
--------------------------------------------------------------------------------
First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
*Excised.
ii
MINIMUM NET SALES REQUIREMENTS FOR
PRESTIGE PRODUCTS
Initial Term
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third *
--------------------------------------------------------------------------------
Fourth *
--------------------------------------------------------------------------------
Fifth *
--------------------------------------------------------------------------------
Sixth *
--------------------------------------------------------------------------------
Seventh *
--------------------------------------------------------------------------------
First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
*Excised.
iii
SCHEDULE 5.1
TRADEMARK REGISTRATIONS
*Excised.
Report Date: 5/31/2002 Page: 1
XXXXX XXX XXXXXXXXXXX STUDIO - CLASS 3 STATUS REPORT
XXXX: AURASOURCE
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxx Xxxxxx 3, 5 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: BEAUTEAS
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
1548 Xxxxxxxxxxxxx 000, 000, 000 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXXXX XXX XXXXXXXXXXX (STYLIZED)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxx 3, 9, 14, 18, 25 XXXXX XXX XXXXXXXXXXX STUDIO
1562 European Union 003, 018, 025 XXXXX XXX XXXXXXXXXXX STUDIO
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
75714137 5/16/1999 7/ 3/2001 Yes
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
6833 9/18/1985 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
869,162 2/11/1998 TMA520,804 12/21/1999 No
740787 2/ 6/1998 No
XXXX: XXXXX XXX XXXXXXXXXXX (BLOCK LETTERS)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxx 003, 009, 014, 018, 025 XXXXX XXX XXXXXXXXXXX STUDIO
5976 United States 3, 18 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXX XXXXXXXXXXX (BLOCK)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
6703 China (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX STUDIO
6855 Malaysia 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXX XXXXXXXXXXX (IN CHINESE CHARACTERS)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
6722 China (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXX XXXXXXXXXXX (SIGNATURE)
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
D30032/3WZ 1/17/1976 1,000,441 4/10/1980 No
76169721 11/22/2000 11/27/2001 Yes
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
3029270 12/ 3/2001 Xx
0000/00000 0/ 0/0000 Xx
XXX. # XXX. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
3029214 12/ 3/2001 No
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1324 Benelux 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1329 Brazil 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1340 European Union 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1341 Finland 003, 025 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1352 Indonesia 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxx 3, 9, 14, 18, 24, 25 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1364 Lebanon 003, 5, 21 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxxxxxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxxxx Antilles 0, 00 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxx 003, 009, 014, 018, 020, 024 XXXXX XXX XXXXXXXXXXX STUDIO
1388 South Korea 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxx 003, 009, 014, 018, 024 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
1747495 8/ 3/1999 No
292374 11/21/1975 A292374 11/21/1975 No
12/ 1/1975 82963 6/23/1976 No
12/ 8/1975 336,748 3/10/1976 No
812970780 11/18/1986 812970780 11/29/1988 No
1460/1977 4/15/1977 No
000726323 2/23/1998 No
R-5153/90 12/ 5/1980 75481 11/ 7/1990 No
321.661 11/27/1991 1,708,246 11/27/1991 No
3629/91 12/29/1980 284555 12/17/1992 Xx
0000/00 0/ 0/0000 00000 0/ 0/0000 Xx
XX00X000000 6/24/1996 757489 6/24/1996 No
63-143262 12/21/1988 2,567,472 8/31/1993 No
40555 6/11/1981 No
5197 1/12/1976 No
2/ 5/1982 12304 2/ 5/1982 No
124114 12/ 3/1975 100995 10/12/1978 No
2045/1990 9/ 7/1990 75,753 2/13/1990 No
807888 1/14/1976 807.888 1/20/1979 No
76-588 1/19/1976 200817 4/18/1986 No
5786 12/ 4/1975 407.817 3/17/1993 No
1336 Taiwan 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxx Xxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXX XXXXXXXXXXX THE COLOR AUTHORITY (STYLIZED)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxx 003, 021 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: XXXXX XXX XXXXXXXXXXX THE COLOR AUTHORITY (WORD XXXX)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
1253 European Union 3, 24 XXXXX XXX XXXXXXXXXXX STUDIO
5070 Taiwan 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: DVF (GEOMETRIC DESIGN)
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3, 25 XXXXX XXX XXXXXXXXXXX STUDIO
(68)16789 9/ 8/1979 131439 4/16/1980 No
1056842 12/29/1975 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
1,959,745 2/ 3/1995 1.743.479 7/ 6/1999 No
33202 C/82 3/ 3/1982 413,343 3/10/1986 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
111690 4/ 1/1996 No
87(5077) 2/ 9/1998 872917 4/16/1980 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
901598 1/29/2002 No
0000 Xxxxx (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxx Xxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxxxx 3, 25 XXXXX XXX XXXXXXXXXXX STUDIO
6913 Singapore 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: DVF SCRIPT
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1260 Canada 3, 18, 25 XXXXX XXX XXXXXXXXXXX STUDIO
1268 European Union 3, 9, 14, 18, 24, 25 XXXXX XXX XXXXXXXXXXX STUDIO
1274 Indonesia 3, 21 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
1307 Venezuela 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: PRINCESS XXXXX
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
3029274 12/ 3/2001 No
652794 2/21/2002 No
No
TO2/03858A 3/19/2002 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
357057 2/25/1981 357,057 2/25/1981 No
460,758 10/29/1980 268,904 5/14/1982 No
726.331 2/23/1998 726.331 2/23/1998 No
5846/91 3/19/1981 286274 6/27/1981 No
54-64057 8/27/1979 1,709,137 8/28/1984 No
6477 12/18/1980 309.851 8/31/1984 No
11.465/81 12/30/1981 113.742-F 9/17/1985 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
AM2213/82 7/27/1982 101429 12/21/1981 No
0000 Xxxxxx Xxxxxx 003, 009, 014, 018, 021, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: PRINCESS XXXXX XXX XXXXXXXXXXX
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxxxx 003, 009, 014, 018, 024, 025 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: SURROUNDINGS
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1571 Benelux 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxx (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX STUDIO
1578 Czech Republic 3 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
6352 Mexico 3 XXXXX XXX XXXXXXXXXXX STUDIO
1602 Sweden 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: SURROUNDINGS & DESIGN
383319 9/ 2/1982 1387179 3/25/1986 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
2126 4/ 5/1982 328 988 3/16/1984 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
A557,546 6/12/1991 A557,546 3/11/1993 No
765,340 6/18/1991 499,350 3/ 3/1992 No
94026304 3/31/1994 884557 10/21/1996 No
64260 10/18/1991 174,102 11/18/1993 No
RM91C002343 6/27/1991 613073 12/29/1993 No
119206 7/31/1991 406593 2/21/1992 No
91-05465 6/19/1991 236,041 6/ 5/1992 No
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
1623 China (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX STUDIO
1624 Mexico 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: SURROUNDINGS & 'S' DESIGN
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
1620 United Kingdom 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: SURROUNDINGS WITH KATAKANA
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: TATIANA
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
94030260 4/11/1994 794242 11/28/1995 No
201540 6/ 8/1994 555936 7/ 8/1997 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
1,552,503 11/ 3/1993 1,552,503 11/ 3/1993 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
65876/1991 6/26/1991 2,562,012 7/30/1993 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
2170520 8/20/1998 1762201 11/16/1999 No
0000 Xxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1496 Canada 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxx (People's Republic Of) 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1630 Xxxxxxxxx Xxxxxxxx 0 X.X.X. XXX.
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1632 El Salvador 3 XXXXX XXX XXXXXXXXXXX STUDIO
1505 European Union 3 XXXXX XXX XXXXXXXXXXX STUDIO
1511 Iceland 3 XXXXX XXX XXXXXXXXXXX STUDIO
1512 Indonesia 3 XXXXX XXX XXXXXXXXXXX STUDIO
1514 Israel 3 XXXXX XXX XXXXXXXXXXX STUDIO
0000 Xxxxx 3 D.V.F. INC.
0000 Xxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1515 Jordan 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxx Xxxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1636 Panama 3 D.V.F. INC.
0000 Xxxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxxxxxxxx 3 XXXXX XXX XXXXXXXXXXX XXXXXX
0000 Xxxxx Xxxxxx 3 XXXXX XXX XXXXXXXXXXX STUDIO
1529 South Korea 3 XXXXX XXX XXXXXXXXXXX STUDIO
1637 Venezuela 3 D.V.F. INC.
1638 Venezuela 3 D.V.F. INC.
354,762 12/17/1980 354,762 5/17/1984 No
388,441 8/ 5/1975 218,131 12/31/1976 No
94 012 737 2/15/1994 880,293 10/14/1996 No
96/016.591 4/ 8/1996 No
41062 9/15/1986 No
59097 6/ 3/1981 59097 7/ 9/1986 No
4/ 3/1981 93 BOOK 98 3/10/1983 No
000726349 2/23/1998 726.349 2/23/1998 No
558/1984 11/11/1984 258/1985 5/ 6/1985 No
3630/91 12/29/1980 284556 12/17/1992 No
55,946 3/15/1983 55,946 8/14/1986 No
MI97C003544 4/18/1997 3789764 9/ 2/1999 No
22115/77 4/ 4/1977 1,461,820 5/30/1981 No
19958 5/10/1982 19958 5/10/1982 No
135,517 12/22/1980 B135,517 4/22/1985 No
033337 11/30/1983 No
7324 7/ 2/1992 158,053 10/20/1992 No
102621-PN 9/13/1995 4-1995-104865 3/22/2000 No
81/1796 3/20/1981 81/1796 3/20/1981 No
17709/1988 8/ 8/1988 185,537 12/16/1989 No
13462 12/27/1984 126,710 1/16/1987 No
93.846 5/19/1977 93.846-F 2/22/1980 No
XXXX: THE COLOR AUTHORITY
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
1625 Puerto Rico 3 XXXXX XXX XXXXXXXXXXX STUDIO
XXXX: VOLCAN D'AMOUR
ID COUNTRY INTL CLASSES REG. OWNER
-- ------- ------------ ----------
0000 Xxxxxx 3 D.V.F. INC.
1641 Egypt 3 XXXXX XXX XXXXXXXXXXX STUDIO
6224 European Union 3 XXXXX XXX XXXXXXXXXXX STUDIO
6139 United States 3 XXXXX XXX XXXXXXXXXXX STUDIO
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
11/ 9/1994 35,449 1/30/1996 No
APP. # APP. DT REG. # REG. DT ALLOW. DT ITU
------ ------- ------ ------- --------- ---
460,760 10/29/1980 TMA279,116 4/29/1983 No
59099 6/ 3/1981 59099 12/31/1985 No
2096691 2/21/2001 No
76193691 1/16/2001 Yes
SCHEDULE 6.2
MINIMUM ANNUAL ROYALTIES FOR
MASS MARKET PRODUCTS
Initial Term
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third *
--------------------------------------------------------------------------------
Fourth *
--------------------------------------------------------------------------------
Fifth *
--------------------------------------------------------------------------------
Sixth *
--------------------------------------------------------------------------------
Seventh *
--------------------------------------------------------------------------------
First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
*Excised.
MINIMUM ANNUAL ROYALTIES FOR
PRESTIGE PRODUCTS
Initial Term
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third *
--------------------------------------------------------------------------------
Fourth *
--------------------------------------------------------------------------------
Fifth *
--------------------------------------------------------------------------------
Sixth *
--------------------------------------------------------------------------------
Seventh *
--------------------------------------------------------------------------------
First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period Minimum Annual Royalties
--------------------------------------------------------------------------------
First *
--------------------------------------------------------------------------------
Second *
--------------------------------------------------------------------------------
*Excised.
