EXHIBIT 10.16
-------------
TEXT MARKED BY [* * *] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT SEVEN TO LICENSE AGREEMENT
THIS AMENDMENT ("Amendment") is made and entered into effective as of
August 23, 2007, by and between bebe studio, inc., a California corporation
("bebe") and Signature Eyewear, Inc. a California corporation ("LICENSEE"),
RECITALS
A. bebe and LICENSEE made and entered into that certain License Agreement,
effective as of September 23, 1999, as thereafter amended in Amendment 1-6 (the
"License Agreement") relating to specific rights and license to use certain bebe
trademarks in connection with design, manufacture, advertisement, promotion,
distribution and sale of Licensed Products, as defined in the Agreement and
Amendments.
B. The parties hereto are presently desirous of amending the License
Agreement as follows.
NOW, THEREFORE, in consideration of the recitals, premises and mutual
covenants contained in this Amendment, the parties agree as follows:
1. Notwithstanding anything to the contrary contained in this Agreement or
any Amendments, this Agreement shall be extended and shall expire on June 30,
2010.
2. Section 1.1. of the License Agreement shall be amended to incorporate
the following additional sentence to the end of Section 1.1. to clarify the
intent of the parties:
LICENSEE acknowledges that bebe may license the rights to manufacture and
distribute nonprescription sunglasses to any other party.
3. Eyewear as defined in Exhibit A of the Agreement and as revised in
Amendment Two shall be amended to clarify the parties' intent that
nonprescription sunglasses are not considered as Eyewear. The definition of
Eyewear shall now read:
"Eyewear" means eyeglass frames, cases, chains and cords, optical glasses
and optical sunglasses (i.e. that are manufactured for use with prescription
lenses).
4. The term "Sunglasses" shall be added to Exhibit A and shall be defined
as follows:
"Sunglasses" means only optical sunglasses (i.e. that are manufactured only
for use with prescription lenses).
5. Minimum Shipments in Exhibit "G" shall be amended to the following:
Minimum Net Sales for the period between February 1, 2008 and June 30, 2008
shall be [***] USD.
Minimum Net Sales for the period between July 1, 2008 and June 30, 2009
shall be [***] USD.
Minimum Net Sales for the period between July 1,2009 and June 30, 2010
shall be [***] USD.
6. The term "Contract Year" as defined in Exhibit A shall be amended to
mean the defined periods, or extended terms not necessarily twelve months in
length, in which LICENSEE shall be obligated to pay to bebe Royalty Payments,
Minimum Payments, Minimum Quarterly Payments and other payments, as defined
herein.
7. Section 5.1. of the License Agreement shall be deleted and replaced with
the following:
Royalties and Other Fees. LICENSEE shall pay to bebe, during February 1,
2008 and June 30, 2008, a royalty ("Royalty") equal to the greater of (i) the
Minimum Payment or (ii) [***] on Net Sales. LICENSEE shall pay to bebe, during
July 1, 2008 and June 30, 2009, a Royalty equal to the greater of (i) the
Minimum Payment or (ii) [***] on Net Sales. LICENSEE shall pay to bebe, during
July 1, 2009 to June 30, 2010, a Royalty equal to the greater of (i) the Minimum
Payment or (ii) [***] on Net Sales. For purposes of this Section 5.1, Net Sales
shall not include those Licensed Products sold to bebe.
8. Section 5.2.1 of the License Agreement shall be deleted and replaced
with the following:
The Minimum Payment for the period between February 1, 2008 and June 30,
2008 shall be equal to [***] of the Minimum Shipments for such Contract Year.
The Minimum Payment for the period between July 1, 2008 and June 30, 2009
shall be equal to [***] of the Minimum Shipments for such Contract Year.
The Minimum Payment for the period between July 1, 2009 and June 30, 2010
shall be equal to [***] of the Minimum Shipments for such Contract Year.
9. Except as expressly amended herein, all of the terms, definitions,
covenants and conditions of the License Agreement shall remain in full force and
effect and are hereby ratified and confirmed. The License Agreement as amended
represents the entire understanding and agreement between the parties and
supersedes all prior negotiations, representations, amendments or agreements,
either written or oral. Each of the parties hereto severally agree that they
have read this Amendment, that they understand the contents thereof, and that
each is signing this Amendment as his own free act and deed with full advice of
counsel.
10. In the event of any conflict or inconsistency between this Agreement
and the License Agreement, the provisions in this Agreement shall govern and
control.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
or caused the same to be executed by its duly authorized officer on the day and
year first set forth above.
2
"bebe" "LICENSEE"
bebe studio, inc. Signature Eyewear, Inc.
a California corporation a California corporation
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
---------------------------- ------------------------------
Xxxxxx Xxxxx Xxxxxxx Xxxxxx
Chief Financial Officer Chief Executive Officer
3
