1
Exhibit 10.27
LICENSE AGREEMENT
LICENSE AGREEMENT made as of this 1st day of April, 1996, by and
between Alfin, Inc., a New York corporation with an address at 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000 ("Licensor") and Fashion Fragrances & Cosmetics
Ltd., a U.S. corporation with offices c/o Xxxx X. Xxxxx, Esq., 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000 ("Licensee").
The parties agree as follows:
1. Definitions. As used in this Agreement, the term:
1.1 "License Rights" shall mean the exclusive worldwide rights to
create, manufacture, package, market, promote, distribute and sell for resale
in the Territory, the Products.
1.2 "Products" shall mean all fragrance products developed or
acquired by licensee to which Licensee has affixed any of the Trademarks.
1.3 "Territory" shall mean the entire world.
1.4 "Trademarks" shall mean the registered forms of the "Xxxxxx
Xxxxxx," "Fracas" and "Bandit" fragrance trademarks.
2
2. Grants.
2.1 Subject to the terms and conditions set forth in this
Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, the
License Rights on an exclusive basis within the Territory.
2.2 The License Rights are granted exclusively to Licensee during
the term of this Agreement. Except as provided pursuant to the terms of
agreements ("Prior Agreements") between the parties hereto dated March 7, 1996
and April 2, 1996, respectively, the Licensor is prohibited from being involved
either directly or indirectly in the use of the Trademarks.
3. Promotion, Publicity and Marketing.
3.1 Licensee hereby acknowledges that the Trademarks have acquired
established prestige and goodwill and are well recognized in the minds of the
public, and that it is of the utmost importance to each party that in the
marketing, promotion, distribution, manufacture and sale of the Products that
such prestige be maintained and that the quality of the products be maintained.
3.2 Licensee agrees that Licensor shall have the right to notify
licensee of any violations of Section 3.1 and that all such violations will be
promptly remedied, but in any event will be remedied within 30 days after
receipt of written notice thereof from Licensor.
4. Duration. This Agreement shall commence on the date hereof and
shall remain in effect for a period ending on the
-2-
3
earlier of July 29, 1997 or the date of any breach by the Licensee of the Prior
Agreements. If the requirements of Section 3.2 are breached by Licensee,
Licensor may terminate this Agreement upon 30 days written notice.
5. Royalties. Licensor shall not be entitled to payment of any
royalties under this Agreement.
6. Trademarks. Licensee recognizes the exclusive ownership of the
Trademarks are governed by the prior agreements and shall not, while this
Agreement is in effect, register or attempt to obtain any right in or to the
Trademarks except as provided by such prior agreements.
7. Notices. Any notice of communication given by either party to the
other under this Agreement shall be in writing and may be given personally or by
telefax, telex, cablegram, or by prepaid airmail letter to the party to be
served at the address set out at the commencement of this Agreement or at such
other address as may from time to time be notified in writing. Any notice given
by telefax, telex or cablegram shall be deemed to have been given 24 hours
after due delivery or dispatch and any notices sent by airmail as aforesaid
shall be deemed to have been served 7 days after it shall have been properly
posted.
8. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns, except that neither party hereto may assign any of its
rights or delegate any of its
-3-
4
duties hereunder without the prior written consent of the other party hereto,
such consent not to be unreasonably withheld.
9. Miscellaneous. This Agreement constitutes the entire agreement
between the parties relating to the subject matter hereof and supersedes any
previous written or oral agreement in connection therewith. Any amendment
hereto must be in writing signed by both of the parties hereto. This Agreement
shall be governed by and construed in accordance with the law of New York
applicable to agreements made and to be performed in New York.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above mentioned.
ALFIN, INC.
By: /s/ Xxxx Xxxxx
-----------------------------
Name: Xxxx Xxxxx
Title: Chairman
FASHION FRAGRANCES & COSMETICS LTD.
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Director
-4-
