Exhibit No. 10.54
AMENDMENT TO INTERNATIONAL EXCLUSIVE LICENSE AGREEMENT
This Amendment is made and entered into by an between BHPC Marketing, Inc.
("Licensor") and I.C. Xxxxxx Europe, S.L. by name change from Zacari 2000,
S.L. ("Licensee") and is dated and effective as of March 1, 1999. This
Amendment amends and modifies that certain International Exclusive License
Agreement (Wholesale) between Licensor and Licensee dated August 15, 1996, as
amended as of June 3, 1997 (the "Agreement").
(I)
The promises, covenants, agreements and declarations made and set forth
herein are intended to and shall have the same force and effect as if set
forth at length in the body of the Agreement. To the extent that the
provisions of this Amendment are inconsistent with the terms and conditions
of the Agreement, the terms set forth herein shall control. The parties agree
that there is sufficient and adequate consideration for the amendments set
forth herein.
(II)
1. The License Agreement Detail Schedule (Wholesale sales), as amended, is
hereby amended by deleting Section 4, "Renewal Term" and replacing it with
the following:
4. Renewal Term FROM TO
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First Renewal Period (if any) January 1, 2000 December 31, 2000
Second Renewal Period (if any) January 1, 2001 December 31, 2002
Third Renewal Period (if any) January 1, 2003 December 31, 2004
The Initial Term shall end on December 31, 1999, unless otherwise renewed as
stated above in accordance with the Agreement. Conforming changes are hereby
made to Section 7b. to reflect the renewal terms stated above.
2. The royalty payment obligations of Licensee as stated in Sections 8(a)(i)
and 8(a)(ii) of the Agreement are hereby amended, for Contract Year 2000, if
the Agreement is renewed for that year, by stating that the royalty rates for
Net Shipments under each of Sections 8(a)(i) and 8(a)(ii) shall be "three
percent (3%)", and not six percent (6%). A conforming amendment is hereby
made to the License Agreement Detail Schedule.
3. The parties agree that the royalties as stated in Paragraph (2) above and
Section 10 of the Agreement for Contract Year 2000 shall be paid as follows:
A Guaranteed Annual Royalty Payment for Contract Year 2000 commencing
January 1, 2000 in the amount of Sixty Thousand Dollars ($60,000.00),
payable in Guaranteed Monthly Royalty Payments of Five Thousand Dollars
($5,000.00).
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A conforming amendment is hereby made to the License Agreement Detail
Schedule to reflect the amended Guaranteed Annual Royalty Payment and
Guaranteed Monthly Royalty Payment as stated in this Paragraph 3. All
Guaranteed Target Net Shipments and Guaranteed Net Shipments shall be "0".
4. The royalty payment obligations of Licensee as stated in Sections 8(a)(i)
and 8(a)(ii) of the Agreement are hereby amended by adding a new sentence to
Section 8(a) as follows:
"Notwithstanding any other provision of this Agreement, the parties agree
that actual royalty payments and any Guaranteed Annual Royalty Payments
and Guaranteed Monthly Royalty Payments are not due or payable by
Licensee to Licensor for the period commencing on March 1, 1999 and
through and including December 31, 1999. Royalty payments and
annual/monthly minimum payments as stated in the March 1, 1999 Amendment
to this Agreement shall become applicable for the Contract Year which
begins January 1, 2000, if the Agreement is renewed for that period."
5. The Agreement is hereby amended by stating that the One Percent (1%)
advertising and marketing expenditures required to be invested by Licensee
shall be a Four Percent (4%), for the Contract Year which begins on January 1,
2000.
6. For Contract Years after Contract Year 2000, if there is a further renewal
of the Agreement, the royalty rates and minimums in effect as of the date of
this Amendment shall apply unless the parties agree in writing to different
terms.
7 Section 7b. of the Agreement is amended by adding the following sentence at
the end of it:
"Notwithstanding any other provision of this Agreement, the parties agree
that renewal notice to extend the Agreement for the First Renewal Period
(Contract Year 2000) shall be given by Licensee by not later than August
1, 1999."
(III)
Licensor and Licensee acknowledge and agree that the Agreement, as amended by
this Amendment, remains in full force and effect and represents the entire
Agreement of the parties with respect to the matters contained herein.
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IN WITNESS WHEREOF, the parties hereto agree that this Amendment shall take
effect as of the date and year first written above.
LICENSOR: LICENSEE:
BHPC MARKETING, INC. I.C. XXXXXX EUROPE, S.L.
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx Xxxxx
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Xxx Xxxxxxxx Xxxxxx Xxxxx
Title: Vice President Title: Chairman & CEO
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