AMENDMENT I TO LICENSE AGREEMENT
AMENDMENT I TO LICENSE AGREEMENT is made this 3rd day of
September, 1997, by and between JORDACHE ENTERPRISES, INC., a New York
corporation, with its principal offices at 0000 Xxxxxxxx, 00xx Xx., Xxx Xxxx, XX
00000 ("LICENSOR") and XXXX PHILIPPE FRAGRANCES, Inc. a Delaware corporation,
with principal offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 ("LICENSEE").
W I T N E S S E T H:
WHEREAS, LICENSOR AND LICENSEE are the parties to the Agreement dated
January 18, 1990 (the "Agreement" ), and the parties hereto desire to amend the
Agreement upon the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises contained herein, the parties mutually agree as follows:
1. Schedule "B" is hereby amended as follows:
(f) Licensor acknowledges that Licensee has renewed the term of this
Agreement, and has made payment to Licensor of the "Minimums" for the Fourth
Year (ending June 30, 1994), the Fifth Year (ending June 30, 1995) and the First
Renewal Year (ending June 30, 1996).
(g) The Minimums for all renewal terms shall be payable for each
applicable renewal year as follows: one (1) month after the end of each quarter
ending September 30, December 31, March 31 and June 30, of each such renewal
year.
(h) During the "Second Renewal Year" of this Agreement, Licensee shall
pay the sum of TWO HUNDRED FIFTY THOUSAND ($250,000) U.S. Dollars in for (4)
equal installments of SIXTY-TWO THOUSAND FIVE HUNDRED ($62,500.00) U.S. Dollars.
(i) During the "Third Renewal Year" of this Agreement, Licensee shall
pay the sum of TWO HUNDRED FIFTY THOUSAND ($250,000) U.S. Dollars in for (4)
equal installments of SIXTY-TWO THOUSAND FIVE HUNDRED ($62,500.00) U.S. Dollars.
(j) During the "Fourth Renewal Year" of this Agreement, Licensee shall
pay the sum of TWO HUNDRED FIFTY THOUSAND ($250,000) U.S. Dollars in for (4)
equal installments of SIXTY-TWO THOUSAND FIVE HUNDRED ($62,500.00) U.S. Dollars.
(k) During the "Fifth Renewal Year" of this Agreement, Licensee shall
pay the sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
(l) During the "Sixth Renewal Year" of this Agreement, Licensee shall
pay the sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
(m) During the "Seventh Renewal Year" of this Agreement, Licensee shall
pay the sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
(n) During the "Eighth Renewal Year" of this Agreement, Licensee shall
pay the
sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
(o) During the "Ninth Renewal Year" of this Agreement, Licensee shall
pay the sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
(p) During the "Tenth Renewal Year" of this Agreement, Licensee shall
pay the sum of THREE HUNDRED THOUSAND ($300,000) U.S. Dollars in for (4) equal
installments of SEVENTY-FIVE THOUSAND $75,000.00) U.S. Dollars.
2. With regard to section 3, "Term":
(a) LICENSOR acknowledges that LICENSEE has renewed the Term of this
Agreement for the First Renewal Term (ending June 30, 1996).
(b) LICENSOR acknowledges that LICENSEE has renewed the Term of this
Agreement for the Second Renewal Term (ending June 30, 1997).
(c) LICENSOR acknowledges that LICENSEE has renewed the Term of this
Agreement for the Third Renewal Term (ending June 30, 1998).
(d) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Fourth Renewal Term") thereafter, only if:
(i) During the Third Renewal Term of this Agreement, LICENSEE
has made not less than $5,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Third Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Third Renewal Term.
(e) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Fifth Renewal Term") thereafter, only if:
(i) During the Fourth Renewal Term of this Agreement, LICENSEE
has made not less than $5,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Fourth Renewal Term.
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(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Fourth Renewal Term.
(f) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Sixth Renewal Term") thereafter, only if:
(i) During the Fifth Renewal Term of this Agreement, LICENSEE
has made not less than $6,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Fifth Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Fifth Renewal Term.
(g) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Seventh Renewal Term") thereafter, only if:
(i) During the Sixth Renewal Term of this Agreement, LICENSEE
has made not less than $6,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Sixth Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Sixth Renewal Term.
(h) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Eighth Renewal Term") thereafter, only if:
(i) During the Seventh Renewal Term of this Agreement,
LICENSEE has made not less than $6,000,000 of Net Sales of Articles and has paid
all appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Seventh Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Seventh Renewal Term.
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(i) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Ninth Renewal Term") thereafter, only if:
(i) During the Eighth Renewal Term of this Agreement, LICENSEE
has made not less than $6,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Eighth Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Eighth Renewal Term.
(j) LICENSEE shall have the option to renew this Agreement for an
additional term of one (1) year ("Tenth Renewal Term") thereafter, only if:
(i) During the Ninth Renewal Term of this Agreement, LICENSEE
has made not less than $6,000,000 of Net Sales of Articles and has paid all
appropriate royalties thereon to LICENSOR.
(ii) LICENSEE is in compliance with all of the material terms
and conditions of this Agreement, both at the time of the option is exercised
and on the last day of the Ninth Renewal Term.
(iii) Written notice of the election to exercise said option
is delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the Ninth Renewal Term.
3. The parties hereto ratify and reconfirm all other terms and
conditions of the Agreement, not specifically altered, amended or modified by
this Amendment No. I and further reconfirm that all of the rights and duties and
obligations of the parties under the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this instrument
the date first above written.
Jordache Enterprises, Inc.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx
CEO
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx,
Director of Licensing
Xxxx Philippe Fragrances, Inc.
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By: /s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx, Chief Executive Officer
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State of New York )
County of New York) ss.:
On the 19 day of January, 1998, before me personally came XXXXXX
XXXXXXX, to me known, who being duly sworn, did depose and say that he resides
at 0000 Xxxxxxxx 00xx Xxx., Xxx Xxxx, Xxx Xxxx 00000; that he is the C.E.O. of
JORDACHE ENTERPRISES, INC., the corporation described in and which executed the
instrument; and that he signed his name hereto by authority of the Board of
Directors of said Corporation.
/s/ Xxxxxxx Xxxxxx
------------------
Notary Public
Xxxxxxx Xxxxxx
Notary Public, State of New York
No. 43803689
Qualified in Richmond and NY Counties
Commission Expires Dec. 31, 0000
Xxxxx xx Xxx Xxxx
Xxxxxx xx Xxx Xxxx) ss.:
On the 21 day of January, 1998, before me personally came XXXXX X.
XXXXXXX, to me known, who being duly sworn, did depose and say that he resides
at 0000 Xxxxxxxx, 00xx Xxx., Xxx Xxxx, Xxx Xxxx 00000; and that he is the
Director of Licensing of JORDACHE ENTERPRISES, INC., the corporation described
in and which executed the instrument; and that he signed his name hereto by
authority of the Board of Directors of said Corporation.
/s/ Xxxxxxx Xxxxxx
------------------
Notary Public
Xxxxxxx Xxxxxx
Notary Public, State of New York
No. 43803689
Qualified in Richmond and NY Counties
Commission Expires Dec. 31, 0000
Xxxxx xx Xxx Xxxx )
County of New York) ss.:
On the 12th day of December 1997, before me personally came XXXX XXXXX,
to me known, who being duly sworn, did depose and say that he resides at 000 X.
00xx Xxxxxx, XX, XX 00000; that he is the CEO of XXXX PHILIPPE FRAGRANCES, INC.,
the corporation described in and which executed the foregoing instrument; and
that he signed his name hereto by authority of the Board of Directors of said
Corporation.
Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
------------- -----------------
Notary Public, State of New York Notary Public
No. 01FA5023811
Qualified in Queens County
Commission Expires Feb. 14, 1998
