Exhibit 10.16
AMENDMENT
Simultaneously with the execution by I.C. Xxxxxx & Co., L.P.
("Xxxxxx") of an "Assignment of Licenses" attached hereto as Exhibit A
with respect to the assignment to Xxxxxx of certain "Exclusive Domestic
License Agreements" identified therein (the "Women's License Agreements"),
Xxxxxx and BHPC Marketing, Inc., the Licensor in said Women's License
Agreements, hereby agree to amend the Women's Licenser Agreements as follows:
1. The royalty rate identified in the "License Agreement Detail
Schedule" and in Paragraph 8 (a) (i) that is a part of each Women's License
Agreement is deleted and amended to be Five Percent (5%) for the term and any
renewal of each Women's License Agreement.
2. Paragraph 8 (a) (ii) of each Women's License Agreement is deleted in
its entirety and amended to read the same as Paragraph 8 (a) (ii) of the
"Exclusive Domestic License Agreement" for men's wear executed by Licensor
and Xxxxxx simultaneously herewith (the "Men's Agreement"). A conforming
change shall be made in Item 6 of the "License Agreement Detail Schedule"
attached to each Women's License Agreement.
3. The changes noted in highlighted or handwritten fashion on the
attached copy (as exhibit B) of the Men's Agreement (which do not include any
changes in the "License Agreement Detail Schedule" of the Women's License
Agreements except as stated above) are hereby made a part of each Women's
License Agreement. For purposes of clarity, the parties may choose to restate
each Women's License Agreement to reflect these amendments.
4. Licensor has granted to Xxxxxx a right of first refusal with respect
to women's wear on the same terms as Paragraph 36 of the Men's License, for
women's active wear including, but not limited to, basic T-shirts and basic
sweat shirts.
Executed as of September 1, 1993, intending this document to be binding.
/s/ Xxxxxx X. Xxxxx /s/ Xxx Xxxxxxxx
------------------------------------- --------------------------------
I.C. Xxxxxx & Co., L.P. BHPC Marketing, Inc.
Title: Chairman Title: Director of Licensing
------------------------------ --------------------------
EXHIBIT A
ASSIGNMENT
EXHIBIT B
CONFORMING CHANGES TO WOMEN'S LICENSE AGREEMENTS
------------------------------------------------
EXCLUSIVE DOMESTIC LICENSE AGREEMENT BHPC.12
THIS AGREEMENT is made and entered into this 1st day of September, 1993
by and between BHPC Marketing, Inc., a corporation duly organized and
existing under the laws of California, having its principal place of business
at 000 Xxxx 000xx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to
as "LICENSOR"), and I.C. Xxxxxx & Co., L.P., a Delaware Limited Partnership,
having its principal place of business at 0000 Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx, 00000 (hereinafter referred to as "LICENSEE").
WHEREAS, LICENSOR is the owner with the right to grant licenses of the
Trademarks illustrated in Exhibit "A" attached hereto (the "Trademarks"); and
WHEREAS, LICENSEE is desirous of obtaining the exclusive right to use
the aforesaid Trademarks in connection with the import or manufacture and
sale of certain licensed products defined herein.
NOW, THEREFORE, it is agreed by the parties as follows:
1. DEFINITIONS
The following terms shall have meanings as set forth below:
a. "Trademarks" shall mean the Trademarks set forth in Exhibit "A", AND
ANY SUCH VARIATIONS AS LICENSEE DEVELOPS WITH LICENSOR'S PRIOR WRITTEN
APPROVAL;
b. "Territory" shall mean that geographical area defined in item 1 of the
attached License Agreement Detail Schedule.
c. "Licensed Product" shall be defined as set forth in item 2 of the
attached License Agreement Detail Schedule.
d. *
2. RIGHTS GRANTED
LICENSOR hereby grants to LICENSEE, upon the terms and conditions set
forth herein, an exclusive, personal, non-transferable, non-assignable
license, without the right to grant sublicenses, to use the Trademarks
solely on or in conjunction with the design, manufacture, import,
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
distribution, advertising, promotion, shipment, and sale of the
Licensed Product in the Territory. This license is extended to and
includes wholesale sales only and does not include retail sales.
3. *
4. GOOD WILL AND PROMOTIONAL VALUE
a. LICENSEE recognizes the value of the good will associated with the
Trademarks and acknowledges that the Trademarks, and all rights therein
and the good will pertaining thereto, belong exclusively to LICENSOR.
LICENSEE further recognizes and acknowledges that the Trademarks have
acquired secondary meaning in the mind of the public.
b. LICENSEE agrees that its use of the Trademarks shall inure to the
benefit of LICENSOR and that LICENSEE shall not, at any time, acquire
any rights in the Trademarks by virtue of any use it may make of the
Trademarks.
c. LICENSEE acknowledges that LICENSOR is entering into this Agreement not
only in consideration of the royalties paid hereunder but also for the
good will and promotional value to be secured by LICENSOR for the
Trademarks as a result of the manufacture, offering for sale, sale,
advertising, promotion, shipment and distribution of the Licensed
Product by LICENSEE.
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
2
BHPC.12
5. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
3
BHPC.12
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
4
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
5
with this Agreement, including, but not limited to, laboratory testing.
g. *
6. ADVERTISING/USE OF THE TRADEMARK
a. LICENSEE will adopt and carry out its own marketing and advertising
program with respect to the Licensed Product. LICENSEE agrees that
LICENSEE's advertising, public relations and sales promotion
activities will be subject to prior consultation with, and written
approval by, LICENSOR as to the general form and content only with
respect to the use of the Trademarks and other notices.
b. *
c. *
d. *
e. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
6
*
g. LICENSEE shall affix such legends, markings and notices on all License
Product as are required by LICENSOR UNDER SUBPARAGRAPH 5.D. AND the
law.
h. LICENSEE must submit for approval to LICENSOR a printer's proof of
each ADVERTISING AND PROMOTIONAL ITEM before final printing.
7. DURATION OF THE AGREEMENT
a. This Agreement shall continue for three (3) consecutive Contract Years
in respective durations as set forth in item 3 of the attached License
Agreement Detail Schedule (hereinafter collectively the "Initial
Term") and shall then expire unless sooner terminated in accordance
with the terms and conditions set forth herein.
b. If LICENSEE is not in breach of this Agreement at the time of renewal,
notice is given to LICENSOR, LICENSEE shall have three (3) consecutive
options to renew this Agreement for three (3) consecutive contract
periods, i.e. Contract Years, of one (1) year each (hereinafter
collectively the "Renewal Term"). In order to exercise each individual
option, LICENSEE must provide LICENSOR with written notice of its
intention to exercise each respective option and such written notice
must be received by LICENSOR no later than *
prior to the expiration of the Initial Term or immediately
preceding Contract Year of the Renewal Term. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
7
* Except as specifically set forth herein to the contrary, LICENSEE's
performance in the Renewal Term shall be pursuant to the same terms
and conditions recited herein for the Initial Term.
8. ROYALTIES
a. "Royalty", as used in this Agreement, shall consist of the sum of the
following:
(i) LICENSEE agrees to pay LICENSOR, during the term of this
Agreement, a Royalty in an amount equal to five percent (5%) of the
Net Shipments by LICENSEE for Licensed Product sold under the
Trademarks; and
(ii) LICENSEE agrees to expend during the term of this Agreement, an
amount equal to one percent (1%) of the Net Shipments by LICENSEE for
Licensed Product sold under the Trademarks in advertising of the
Licensed Product and Trademarks. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
8
BHPC.12
*
9. PAYMENT
a. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
9
BHPC.12
*
b. LICENSEE's statements and all amounts payable to LICENSOR by LICENSEE
shall be submitted to:
BHPC Marketing, Inc.
000 Xxxx 000xx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Royalty Receivables Department
*
d. All payments made hereunder shall be in United States currency or
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
10
BHPC.12
*
10. GUARANTEES
a. Guaranteed Annual Royalty Payments - LICENSEE shall pay, for each
Contract Year during the term of this Agreement, beginning with the First
Contract Year, the respective Guaranteed Annual Royalty Payments set
forth in item 7 of the attached License Agreement Detail Schedule.
b. Guaranteed Target Net Shipments - If, in any Contract Year, LICENSEE
does not achieve the Guaranteed Target Net Shipment Volume figure set
forth in item 7 of the attached License Agreement Detail Schedule
LICENSOR may, at its option, immediately thereafter terminate this
Agreement in writing BY GIVING LICENSEE WRITTEN NOTICE NOT LATER THAN
* AFTER THE END OF THE CONTRACT YEAR.
c. Guaranteed Net Shipments - If, in any Contract Year, LICENSEE does not
achieve the Guaranteed Net Shipments figure set forth in item 7 of the
attached License Agreement Detail Schedule LICENSOR may, at its option,
immediately thereafter terminate this Agreement in writing by giving
LICENSEE WRITTEN NOTICE NOT LATER THAN * AFTER THE END
OF THE CONTRACT YEAR.
D. *
E. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
11
BHPC.12
*
11. 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 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 MODERATE OR
BETTER department stores and 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%)
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
12
BHPC.12
of LICENSEE's annual Net Shipment volume. * 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. *
c. *
12. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
13
BHPC.12
*
13. INSURANCE
LICENSEE shall, throughout the term of this Agreement, obtain and
maintain at its own cost and expense from a qualified insurance company
acceptable to LICENSOR, a policy or policies of insurance, insuring
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
14
BHPC.12
against those risks customarily insured against under broad form
comprehensive general liability policies arising out of any defects or
failure to perform, alleged or otherwise, of the Licensed Product or
any use thereof, including "product liability", "completed operations",
"advertisers' liability insurance", etc and any liability of LICENSEE
arising out of Paragraph 20, below. *
The policies shall provide for ten (10) days notice to LICENSOR from
the insurer by Registered or Certified Mail, return receipt requested,
in the event of any modification, cancellation or termination. LICENSEE
agrees to furnish LICENSOR a certificate of insurance or copy of the
policies evidencing same within thirty (30) days after execution of
this Agreement and from time to time as requested by LICENSOR within
ten (10) days of LICENSOR's request; in no event, shall LICENSEE
manufacture, offer for sale, sell, advertise, promote, ship and/or
distribute the Licensed Product prior to receipt by LICENSOR of such
evidence of insurance. If LICENSEE fails to procure, maintain and/or
pay for at the times and for the durations specified in this Agreement,
the insurance required hereunder, or fails to carry insurance required
by any governmental requirement, LICENSOR may (but without obligation
to do so), and without notice to LICENSEE, perform such obligations on
behalf of LICENSEE, and the cost thereof, together with interest
thereon at the
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
15
BHPC.12
maximum rate allowed by law, shall immediately become due and payable
to LICENSOR.
14. USE, DISPLAY, AND SALE INVOLVING THE TRADEMARKS AND COPYRIGHT
a. In order to protect the Trademarks and LICENSOR's reputation,
LICENSEE will manufacture, distribute and sell the Licensed Product in
compliance with all applicable laws. *
b. *
c. LICENSEE shall exercise reasonable efforts, within the limits
allowed by the laws and governmental regulations in effect in the
Territory, to ensure that its merchandising and sale of the Licensed
Product shall conform to policies and methods suitable for goods of
high quality sold under a prestigious label of worldwide repute.
15. OWNERSHIP OF THE TRADEMARKS
a. LICENSEE agrees that nothing in this Agreement shall give LICENSEE
any right, title, or interest in the Trademarks other than the license
to use the Trademarks on the Licensed Product; that such marks are the
sole property of LICENSOR; that all such uses by LICENSEE of such marks
shall inure only to the benefit of LICENSOR; and it being understood
that all
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
16
BHPC.12
right, title and interest relating thereto are expressly reserved by
the LICENSOR except for the rights being licensed hereunder.
b. LICENSEE recognizes that LICENSOR may already have entered into
license agreements with respect to the Trademarks for products which
fall into the same general product category as the Licensed Product,
but which are not sold to the same retail store departments as the
Licensed Product, and which may be similar to, but not the same as, the
Licensed Product in terms of function, or otherwise. LICENSOR WILL
ADVISE LICENSEE OF THE SPECIFICS OF EACH SUCH AGREEMENT. LICENSEE
hereby expressly concedes that the existence of said xxxxxxx xxxx xxx
and shall xxx xxxxxxx x breach of this Agreement by the LICENSOR.
NOTHING HEREIN SHALL PERMIT LICENSOR TO LICENSE A RETAIL OUTLET
DIRECTLY TO MAKE LICENSED PRODUCTS OR PRODUCTS SUBSTANTIALLY SIMILAR
THERETO, IT BEING UNDERSTOOD THAT ANY SUCH PRODUCTS TO BE SOLD BY THE
RETAIL OUTLET MUST BE PURCHASED FROM LICENSEE.
c. *
d. *
16. COMPLIANCE WITH LIMITATIONS ON USE OF TRADEMARKS
LICENSEE agrees that the Licensed Product, and all labels, hang
tags, packaging and other trade dress, used in connection with such
Licensed Products, shall not violate any restrictions on use or display
of the
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
17
marks as provided in that Settlement Agreement and Consent Judgement
with *, a copy of which is attached hereto as Exhibit
"D". Nothing contained in this Agreement makes *, or
any related company, a third party beneficiary of this Agreement. *
17. *
18. ASSIGNABILITY AND MANUFACTURING
a. The license granted hereunder is, and shall remain, personal to LICENSEE
and shall not be granted, assigned, or otherwise conveyed by any act of
LICENSEE or by operation of law. For the purposes of this Paragraph 18,
any sale or transfer of any ownership interest in LICENSEE shall
constitute a prohibited assignment of the license granted hereunder.
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
18
LICENSEE shall have not right to grant any sublicenses without LICENSOR's
prior to express written approval. Any attempt on the part of LICENSEE
to arrange to sublicense or assign to third parties its rights under
this Agreement, shall constitute a material breach of this Agreement.
NOTHING HEREIN PRECLUDES LICENSEE FROM PLEDGING THIS AGREEMENT AS
COLLATERAL OR SECURITY FOR FINANCING TO ITS PRIMARY LENDERS OR HIRING
THIRD PARTIES TO MANUFACTURE, ASSEMBLE OR SELL THE LICENSED PRODUCTS.
b. LICENSOR shall have the right to assign its rights and obligations under
this Agreement without the approval of LICENSEE.
19. NO AGENCY, JOINT VENTURE, PARTNERSHIP
The parties hereby agree that no agency, joint venture, or partnership
is created by this Agreement, and that neither party shall incur any
obligation in the name of the other without the other's prior written
consent.
20. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
19
*
21. TERMINATION
a. In addition to the termination rights provided elsewhere in this
Agreement, EACH PARTY will have the right to terminate this Agreement in
the event that:
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
20
*
22. EFFECT OF EXPIRATION OR TERMINATION
a. EXCEPT FOR THE LIMITED PURPOSES INDICATED BELOW, upon expiration or
termination of this Agreement, all rights and licenses granted to
LICENSEE hereunder shall immediately expire, shall forthwith revert to
LICENSOR, and LICENSEE shall immediately cease and desist from using the
Trademarks and any technical information supplied by LICENSOR to
LICENSEE hereunder. To this end, LICENSEE will be deemed to have
automatically assigned to LICENSOR, PURSUANT TO THE EXPRESS PROVISIONS
OF THIS AGREEMENT, upon such expiration or termination, the Trademarks,
equities, good will, titles, and other rights in or to the Licensed
Product and all adaptations, compilations, modifications, translations
and versions thereof, and all other trademarks used in connection
therewith (NOT INCLUDING ANY OF LICENSEE'S TRADEMARKS AND LOGOS) which
have been or may be obtained by LICENSEE or which may vest in LICENSEE
and which have not already been assigned to LICENSOR BUT NOT INCLUDING
ANY GENERIC OR STANDARD STYLES, LABELS, TAGS, DESIGNS, GRAPHICS, AND THE
LIKE. LICENSOR may thereafter, in its sole discretion enter into such
arrangements as it deems desirable, with any other party, for the
manufacture, promotion and sale of the Licensed Product in the Territory.
b. Any Licensed Product, finished or in progress, shall be disposed of as
follows:
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
21
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
22
BHPC.12
*
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
23
BHPC.12
*
23. MODIFICATION; WAIVER
No modification of any of the terms or provisions of this agreement
shall be valid unless contained in a writing signed by the parties. No
waiver by either party of a breach or a default hereunder shall be
deemed a waiver by such party of a subsequent breach or default of a
like or similar nature. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT,
resort by LICENSOR OR LICENSEE to any remedies referred to in this
Agreement or arising by reason of a breach of this Agreement by LICENSEE
OR LICENSOR shall not be construed as a waiver by LICENSOR of its right
to resort to any and all other legal and equitable remedies available to
LICENSOR OR LICENSEE.
24. FORCE MAJEURE
Neither LICENSOR nor LICENSEE shall be liable to each other or be
deemed in breach or default of any obligations contained in this
Agreement, for any delay or failure to perform due to causes beyond its
reasonable control, including but not limited to delay due to the
elements, acts of the United States Government, acts of a foreign
government, acts of God, fires, floods, epidemics, embargoes, riots,
strikes, any of the foregoing events being referred to as a "Force
Majeure" condition. In such event, dates for performance shall be
extended for the period of delay resulting from the Force Majeure
condition. The party affected by a Force Majeure condition shall, as
soon as practicable, notify the other party of the nature and extent of
such condition.
25. NOTICE
All notices, approvals, consents, requests, demands, or other
communications to be given to either party in writing may be effected by
personal delivery or by depositing the same in the United States mail,
certified and return receipt requested, postage prepaid. Such
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
24
BHPC.12
communication shall be addressed to LICENSEE and LICENSOR at their
respective addresses as set forth in the preamble above.
26. CONSTRUCTION; VENUE
This Agreement shall be construed in accordance with the * , and the
parties agree that it is executed and delivered in that state, and any
claims arising hereunder shall, at LICENSOR's election, be prosecuted in *
27. ENTIRE AGREEMENT
This Agreement, contains the entire understanding of the parties and
there are no representations, warranties, promises, or undertakings
other than those contained herein. This Agreement supersedes and
cancels all previous agreements between the parties hereto.
28. *
29. *
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
25
BHPC.12
*
30. *
31. BINDING EFFECT
This Agreement shall be binding on the parties, and their successors and
assigns.
32. *
33. SEVERABILITY
In the event that any term or provision of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity or unenforceability shall not affect any other term or
provision and this Agreement shall be interpreted and construed as if
such term or provision, to the extent the same shall have been held to
be invalid, illegal or unenforceable, had never been contained herein.
34. CAPTIONS
The captions used in connection with the paragraphs and subparagraphs of
this Agreement are inserted only for purpose of reference. Such
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
26
BHPC.12
captions shall not be deemed to govern, limit, modify or in any other
manner affect the scope, meaning or intent of the provisions of this
Agreement or any part thereof nor shall such captions otherwise be given
any legal effect.
35. INCORPORATION OF EXHIBITS
LICENSOR and LICENSEE acknowledge and agree that the provisions of
Exhibits "A" through "D" attached hereto (the "Exhibits") are integral
to this Agreement and that the provisions of the Exhibits are all hereby
incorporated herein and made a part hereof as if set out in full in this
Agreement.
36. *
37. APPROVALS
ALL APPROVALS OR CONSENTS REQUIRED TO BE GIVEN BY ONE PARTY TO THE OTHER
UNDER THIS AGREEMENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY.
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
27
BHPC.12
IN WITNESS WHEREOF, the parties hereto agree that this Agreement shall
take effect as of the date and year first above written above.
LICENSOR: LICENSEE:
BHPC MARKETING, INC., I. C. XXXXXX & CO., L.P.
a California Corporation a Delaware Limited Partnership
BY: BY:
-------------------------------- ------------------------------
Xxx Xxxxxxxx Xxxxx Xxxx
Licensing Director President, C.E.O.
Date: Date:
------------------------------ ----------------------------
28
BHPC.12
SECTION (I)
NET SHIPMENT STATEMENT
The written statement of Net Shipments of Licensed Product (a copy of
which is attached hereto as Exhibit "F") referred to in Paragraph 9a must be
certified as accurate by LICENSEE and will include, but will not be limited
to, information as to: *
SECTION (II)
*
EXHIBIT "C"
Page 1 of 3
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
BHPC.12
SECTION (III)
INSURANCE REQUIREMENTS
*
The policies shall provide for ten (10) days notice to LICENSOR from the
insurer by Registered or Certified Mail, return receipt requested, in the
event of any modification, cancellation or termination. LICENSEE agrees to
furnish LICENSOR a certificate of insurance or copy of the policies
evidencing same within thirty (30) days after execution of this Agreement and
from time to time as requested by LICENSOR within ten (10) days of LICENSOR's
request, in no event, shall LICENSEE manufacture, offer for sale, sell,
advertise, promote, ship and/or distribute the Licensed Product prior to
receipt by LICENSOR of such evidence of insurance.
SECTION (IV)
*
EXHIBIT "C"
Page 2 of 3
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
BHPC.12
*
EXHIBIT "C"
Page 3 of 3
* Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
