AMENDMENT No.1 TO LICENSE AGREEMENT
EXHIBIT
10.2
AMENDMENT
No.1
This
Amendment to the License Agreement (this “Amendment”)
is
entered into as of April 25, 2007 by and between Antik Denim, LLC (“Licensor”),
with
its principal place of business located at 0000 X. Xxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx, 00000 and North Star, LLC (“Licensee”),
with
its principal place of business located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000.
RECITALS
A. The
parties have entered into that certain License Agreement effective as of October
1st
2006
(the “Agreement”),
under
which Licensee obtained an exclusive license to manufacture and distribute
Antik
Denim brand apparel in the knit and headwear categories, as more fully set
forth
in the Agreement.
B. The
parties desire to amend the Agreement on the terms set forth
herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
undertakings hereinafter set forth, the Agreement is hereby amended as follows:
| I. |
Article
2
of
the Agreement is hereby deleted in its entirety and replaced with
the
following:
|
“2.
TERRITORY. The Licensee shall be authorized to sell the Products within the
Territory set forth in Exhibit F hereto.”
| II. |
A
new Exhibit F is hereby added to the Agreement to read in its entirety
as
follows:
|
EXHIBIT
F
The
Territory
The
territory shall be worldwide, except as follows (collectively, the
“Territory”):
(a) The
Licensee shall have no rights to sell the Products in any country located on
the
European continent.
(b) In
the
event that Licensor fails to distribute product within a “Key Economic
Territory” within twenty-four (24) months from the inception of this Agreement,
Licensor shall have the option to carve out such Key Economic Territory from
this Agreement, which action shall not be considered a breach of this Agreement
by Licensor and, further, which action shall have no affect on the Minimum
Guaranteed Royalties and Minimum Guaranteed Net Sales requirements as set forth
in this Agreement. In the event that Licensor carves out any Key Economic
Territory from the Agreement pursuant to this Section 2(b), Licensor shall
be
entitled to grant a license to a third party in such Key Economic Territory
under any terms and conditions that Licensor deems appropriate under the
circumstances. “Key Economic Territory” shall be defined to mean any of the
following countries: United States, Japan, Korea, China, Canada, Australia
and
Mexico.
(c) In
the
event that Licensor fails to distribute product within a “Non-Key Economic
Territory” within thirty (30) months from the inception of this Agreement,
Licensor shall have the option to carve out such Non-Key Economic Territory
from
this Agreement, which action shall not be considered a breach of this Agreement
by Licensor and, further, which action shall have no affect on the Minimum
Guaranteed Royalties and Minimum Guaranteed Net Sales requirements as set forth
in this Agreement. In the event that Licensor carves out any Non-Key Economic
Territory from the Agreement pursuant to this Section 2(c), Licensor shall
be
entitled to grant a license to a third party in such Non-Key Economic Territory
under any terms and conditions that Licensor deems appropriate under the
circumstances. “Non-Key Economic Territory” shall be defined to mean any country
that is not defined as a Key Economic Territory in section 2 (b) above,
excluding countries that are already excluded pursuant to subsection (a)
above.
(d) Notwithstanding
the provisions of Sections 2(b) and (c) herein, Licensor shall only be entitled
to carve out from this Agreement any Key Economic Territory or Non-Key Economic
Territory if, at the time when such right accrues or at any time thereafter
when
Licensor elects to exercise this right, other products bearing the Property
are
being sold in such territory, either by Licensor or under license to a third
party.
III Miscellaneous.
The
Agreement and this Amendment constitute the entire agreement between the parties
on the subject matter hereof and thereof, and no amendment of the terms herein
or therein shall be valid unless made in a writing signed by the parties.
California law shall govern the interpretation and enforcement of this Amendment
without regard to conflicts of laws principles. Unless otherwise defined herein,
terms used herein shall bear the same respective meanings ascribed to such
terms
in the Agreement. Except as amended hereby, the Agreement and its Exhibits
shall
remain in full force and effect. This Amendment may be executed in counterparts
and by facsimile, and each counterpart shall be deemed an original.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment or caused
the
same to be executed by a duly authorized officer as of the day and year first
above written:
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“LICENSEE”
North
Star, LLC ,
By:
/s/ Xxxxx Xxxxxx
Its:
|
|
|
“LICENSOR”
Antik
Denim, LLC
By:
/s/
Xxxx Xxxx
Its:
Chief Executive Officer
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