EXHIBIT - 10.2
CONSENT TO ASSIGNMENT AND AMENDMENT
THIS CONSENT TO ASSIGNMENT AND AMENDMENT (this "Amendment") is made and entered
into as of 2nd day of February, 2003, by and between MOSSIMO, INC., a Delaware
corporation with offices located at 0000 Xxxxxxxx, Xxxxx Xxxxxx, XX 00000
("Licensor"), TARGET STORES, a division of Target Corporation, a Minnesota
corporation with offices located at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000
("ASSIGNOR") and TARGET BRANDS, INC., a Minnesota corporation with offices
located at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, and a wholly owned
subsidiary of Assignor ("ASSIGNEE").
WHEREAS, Assignor and Licensor entered into that certain License Agreement dated
as of March 28, 2000, and amended on February 1, 2002 (as amended, the
"Agreement");
WHEREAS, Assignor desires to assign, transfer and set over to TBI all of its
right, title and interest in and to the Agreement;
WHEREAS, Assignor desires that Licensor consent to the assignment of the
Agreement (the "Assignment"), and Licensor is willing to consent to the
Assignment, on the terms and subject to the conditions set forth herein; and
WHEREAS, the parties desire to amend the Agreement in the manner set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used and not defined herein shall have
the same meaning as in the Agreement.
2. ASSIGNMENT. Contingent upon Licensor granting its consent, Assignor is,
pursuant to a separate document between Assignee and Assignor, assigning,
transferring and setting over to Assignee all of its right, title and interest
in and to the Agreement; provided, however, that Assignor shall remain liable
for all of its and Assignee's obligations thereunder.
3. CONSENT TO ASSIGNMENT. Licensor hereby consents to the foregoing Assignment
of the Agreement to Assignee.
4. AMENDMENT. The parties hereby amend the Agreement to provide as follows:
4.1 Assignee shall have the right to grant sublicenses under the
Agreement to its parent corporation or to any parent
corporation, division or wholly owned subsidiary of Assignee's
parent corporation.
4.2 A new Section 5.5 shall be added to the Agreement, such
Section to read as follows:
"Licensee shall reimburse Licensor for half of the travel and travel
related expenses incurred by Licensor in traveling to Minneapolis to
perform the Services. All such travel expenses must comply with
Licensee's corporate employee travel guidelines, which include, among
other things, coach class airfare and standard hotel accommodations at
Licensee-preferred hotels for certain levels of employees and a
specified per diem for food. Licensee may, in its sole discretion,
decline to reimburse Licensor for the amount of any such expenses which
exceed Licensee's guidelines and have not otherwise been approved in
writing in advance by Licensor. Licensor shall submit expenses and such
supporting documentation as Licensee may reasonably request no more
often than quarterly. Expenses which comply with the foregoing will be
paid within forty-five (45) days of receipt of such materials."
5. RENEWAL. Assignee and Assignor hereby confirm that the Agreement shall renew
on the same terms and conditions, except as amended as expressly set forth
herein, for two (2) additional Contract Years (as such term is defined in the
Agreement), specifically, the Extended Term shall commence on February 1, 2004
and continue through January 31, 2006.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of California without regard to its choice
of law principles.
7. COUNTERPARTS. This Amendment may be executed by facsimile and in one or more
counterparts, all of which shall be considered one and the same agreement.
8. FULL FORCE AND EFFECT. Except as expressly amended herein, all of the terms
and conditions contained in the Agreement shall remain in full force and effect.
TARGET CORPORATION MOSSIMO, INC.
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxx Mossimo X. Xxxxxxxxx
Xx. Vice President Chief Executive Officer
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TARGET BRANDS, INC.
By: /s/ Xxxxx Street
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Xxxxx X. Street
President
