EXHIBIT 10.87
BURBERRY
Date:
Inter Parfums, S.A.
0-0 Xxxx Xxxxx Xxx Xxxxxx-Xxxxxxx
00000 Xxxxx
Xxxxxx
For the attention of: Xxxxxxxx Xxxxxxx
and
Inter Parfums, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx
XX 00000-0000
XXX
For the attention of: Xxxx Xxxxx
Dear Sirs,
AMENDMENT NO. 11 - LICENCE AGREEMENT BETWEEN (1) BURBERRY LIMITED (FORMERLY
BURBERRYS LIMITED) ("BURBERRY") AND (2) INTER PARFUMS, S.A. (THE "LICENSEE") AND
(3) INTER PARFUMS, INC (FORMERLY XXXX PHILIPPE FRAGRANCES, INC.) (THE
"GUARANTOR") DATED 15 JULY 1993 (AS AMENDED) (THE "AGREEMENT")
Burberry, the Licensee and the Guarantor agree that the Agreement shall be
amended as set out below with effect from 1 October 2001.
1. The following provision shall be inserted in the Agreement after the
existing Clause 1.4 as a new Clause 1.4A:
""BABY PRODUCTS" shall mean all Licensed Products which are baby fragrance
and toiletry products;"
2. Clause 1.1.18 of the Agreement shall be amended by the insertion of the
words "and baby fragrance and toiletry products" immediately after the
words "personal fragrances".
3. Schedule 1 of the Agreement shall be amended by the insertion of the
following words at the end thereof:
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"C. BABY LICENSED PRODUCTS
(a) Eau de Toilette Natural Spray
(b) Baby Wash
(c) Massage Oil"
4. The following provisions shall be inserted in the Agreement immediately
after the existing Clause 6.40 as new Clauses 6.41, 6.42 and 6.43:
"6.41 comply with all applicable laws, statutes, by-laws, directives,
decisions, regulations, rules, orders, and notices having the force
of law in the Territory and any codes of practice and regulatory
advice (together the "Regulations") insofar as they relate to the
Baby Products including, but not limited to, the following:
(a) the Licensee shall hold at the address that appears on the
packaging of the Baby Product a dossier in respect of each
Baby Product (the "Dossiers"). The Dossiers shall contain
product information including, without limitation, safety
assessment data and details of the composition of the Baby
Product in question;
(b) the Licensee shall appoint a designated individual who shall
be responsible for preparing, maintaining and up-dating the
Dossiers (the "Designated Individual"). The Licensee shall
notify Burberrys within 30 days of the appointment or
replacement of such individual of the name, address and
contact telephone numbers of the current Designated
Individual;
(c) the Licensee shall maintain (i) a proper and appropriate
procedure for monitoring, recording, managing and responding
to all complaints and (ii) a product recall procedure, in each
case to monitor any undesirable effects and adverse reactions
on consumers caused by the Baby Products (together the
"Procedures"). The Procedures shall specify details of the
individuals within the Licensee's organisation who have been
given overall responsibility for their implementation
including, without limitation, their names and contact
telephone numbers;
(d) the Licensee shall submit a draft copy of the Procedures to
Burberrys for Approval by 31 January 2002. Any amendments to
such Procedures shall also be submitted to Burberrys for
Approval;
(e) the Licensee shall review the Procedures regularly and in any
event at least once per calendar year; and
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(f) the Licensee shall procure that all appropriate safety data
and information shall be sent on a confidential basis to
Poison Control centres and other relevant authorities as may
be required by any Regulation;
6.42 within 30 days of receipt of a request from Burberrys,
(a) certify in writing to Burberrys that (i) all Regulations
insofar as they relate to the Baby Products, the Dossiers and
the Procedures have been complied with; and (ii) all required
registrations, consents, approvals, certifications and
submissions in respect of the Baby Products, Dossiers and
Procedures have been obtained by the Licensee; and
(b) provide copies of supporting documentation providing evidence
to the reasonable satisfaction of Burberrys of such
compliance; and
6.43 permit Burberrys to inspect all documentation relating to the Baby
Products including, but not limited to, formulae and data at any
time during normal business hours for the purposes of ensuring
compliance of the Licensee with the Agreement and all Regulations
and the Licensee shall grant Burberrys access to its premises for
the purposes of permitting Burberrys to carry out this inspection.
In carrying out such inspections, Burberrys will endeavour to
minimise any disruption to the normal business operations of the
Licensee."
5. The words "and/or" at the end of Clause 12(b) shall be deleted and the "."
at the end of Clause 12(c) shall be deleted and replaced by ";".
6. The following provisions shall be inserted in the Agreement immediately
after the existing Clause 12(c) as new Clauses 12(d) and 12(e):
"(d) to require that:
(i) all Baby Products start being withdrawn from sale as soon as
possible and in any event within 24 hours of a written notice
of such requirement of Burberrys in the event that any Baby
Product does not comply with its specifications, any
Regulation or any requirements under this Agreement (the
"Notice"); and
(ii) all Baby Products start being withdrawn from the premises of
all Stockists and Distributors within 48 hours of the Notice.
For the avoidance of doubt, any Notice issued pursuant to this
Clause 12(d) shall be signed (or, in the case of email, sent)
by the Chief Executive Officer, Chief Operating Officer,
Global Director of
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Business Development, Director of Licensing or the General
Counsel of Burberrys; and/or
(e) in the event of any failure to comply with the provisions of
Clauses 6.41, 6.42 or 6.43, to terminate the rights of the
Licensee under this Agreement in respect of the Baby Products
and any other baby fragrance and toiletry products with
immediate effect by notice to the Licensee, whereupon the Baby
Products and any other baby fragrance and toiletry products
shall cease to be a part of this Agreement and in particular
the licence rights set out in Clause 1 shall not apply to them
and the Licensee shall have no rights thereafter in respect of
such Products."
7. The following words shall be deleted from the definition of "Territory" at
Clause 1.1.24 of the Agreement:
"excluding Spain, provided that if and when Burberrys considers that it is
at liberty to do so, Burberrys may by notice to the Licensee include Spain
in the Territory".
8. The following words shall be inserted into Clause 22.1 after the words
"Clause 16.1(a)":
"and Clause 12(d)".
9. The following words shall be inserted at the end of Clause 22.1 after the
words "for such purpose":
"or (in the case of a notice given by Burberrys under Clause 12(d)) sent
by e-mail to the Licensee at such e-mail address as the Licensee may from
time to time provide to Burberrys"
In this letter all defined terms, where applicable, will have the same meanings
as in the Agreement unless otherwise defined in this letter. For the avoidance
of doubt, this letter will take effect as an amendment to the Agreement, but in
all other respects the Agreement will continue in full force and effect. This
letter and the Agreement will constitute the entire Agreement between the
parties in respect of its subject matter.
Please acknowledge your acceptance of the terms of this letter by signing and
returning three copies of this letter. The terms of this letter will not take
effect until this letter has been signed and dated by Burberry.
Yours faithfully,
/s/ VISCOUNT SUIRDALE
VISCOUNT SUIRDALE
For and on behalf of BURBERRY LIMITED
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I, for and on behalf of Inter Parfums, S.A. acknowledge receipt of your letter
and accept and agree to its terms as set out above.
Signature /s/ XXXXXXXX XXXXXXX
--------------------
Name Xxxxxxxx Xxxxxxx
Title President
I, for and on behalf of Inter Parfums, Inc. acknowledge receipt of your letter
and accept and agree to its terms as set out above.
Signature /s/ XXXX XXXXX
--------------
Name Xxxx Xxxxx
Title President
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