FIRST ADDENDUM TO THE (“LICENCE AGREEMENT”, RESPECTIVELY “ADDENDUM”) between
TO
THE
(“LICENCE
AGREEMENT”, RESPECTIVELY “ADDENDUM”)
between
VAN
CLEEF & ARPELS LOGISTICS SA,
a
company
incorporated under the laws of Switzerland, having its registered office at
0,
xxxxx xx Xxxxxxxxx, 0000 Xxxxxxx-xxx-Xxxxx, Xxxxxxxxxxx
hereinafter
referred to as “LICENSOR”
and
INTER
PARFUMS SA,
a
company
incorporated under the laws of France RCS Paris B 350 219 382 , having
its registered office at 0 xxxx-xxxxx xxx Xxxxxx Xxxxxx 00000 XXXXX,
Xxxxxx
hereinafter
referred to as “LICENSEE”
WHEREAS,
LICENSOR and LICENSEE have executed the Licence Agreement on June 19, 2006,
and
had agreed at the date of signature of the Licence Agreement that the lump
sum
entrance fee pursuant to Section 3.1 of the Licence Agreement will be agreed
separately. Whereas LICENSOR and LICENSEE had further agreed that LICENSEE
will
directly negotiate with YSL Beauté the conditions of repurchase by LICENSEE of
YSL Beauté’s then stock of Products as well as the other conditions of
transition between YSL Beauté, respectively, Parfums Van Cleef & Arpels SA
(hereinafter “PVCA”) and the LICENSEE;
WHEREAS,
LICENSOR and PVCA, in the presence of LICENSEE, have executed a protocol
d’accord setting forth the conditions of early termination of the licence
agreement between them, with effect as per December 31, 2006 (copy attached
as
Annex
1).
WHEREAS,
LICENSOR and LICENSEE wish to amend the Licence Agreement to confirm and specify
the lump sum entrance fee and the conditions in relation to the transition
from
YSL Beauté, respectively Parfums Van Cleef & Arpels SA and the
LICENSEE.
THEREFORE,
in consideration of the said premises and the mutual promises and covenants
contained herein, the parties agree as follows:
| 1. |
The
Parties confirm and agree that the COMMENCEMENT DATE pursuant to
Section 2
of the Licence Agreement shall be January 1, 2007 and that therefore,
Section 1.2 shall be replaced by the
following:
|
““COMMENCEMENT
DATE” shall mean the date following the date on which the termination of
LICENSOR’S current licence agreement for PRODUCTS under the TRADEMARKS is
effective (December 31, 2006), that is January 1, 2007.”
The
PARTIES confirm and agree that Section 7.1 of the Licence Agreement shall be
replaced by the following:
“7.1 The
initial term of this AGREEMENT shall commence on the COMMENCEMENT DATE and
shall
have a duration of twelve (12) Contractual Years, and thus expire on December
31, 2018 (Initial Term), unless renewed or sooner terminated as provided
below.
The
parties expressly agree and confirm that the effectiveness of this Agreement
and
its entry into force shall be subject to the license agreement between LICENSOR
and YSL Beauté being terminated by mutual understanding between the parties
thereto (with effect as per December 31, 2006) and that an agreement between
LICENSEE and YSL regarding LICENSEE’s take over of YSL’s then stock of PRODUCTS
has been duly executed no later than January 31, 2007. In case no agreement
is
reached as afore said, this AGREEMENT shall not become effective and shall
be
nul and void. “
| 2. |
The
Parties confirm and agree that the lump sum entrance fee pursuant
to
Section 3.1 of the Licence Agreement is in the amount of EUR 18 Mio.
LICENSEE irrevocably agrees and undertakes to pay to LICENSOR, to
the bank
account indicated by LICENSOR, the aforesaid lump sum entrance fee
of EUR
18 Mio. no later than January 10,
2007.
|
| 3. |
LICENSEE
accepts and agrees that any consequences in relation to or stemming
out of
the stock and the distribution network it will take over from PVCA
and
more generally any consequence stemming out from or in relation to
the
terms agreed between PVCA and LICENSEE in article 8 of the protocole
d’accord (Annex
1)
and/or the agreement LICENSEE has executed with PVCA, of which a
copy is
attached as Annex
2,
will solely and exclusively be at the charge and responsibility of
LICENSEE, and undertakes to fully indemnify, hold harmless and defend
LICENSOR from and against any such consequence. In particular (but
not
limited to the following) LICENSEE undertakes to fully indemnify,
hold
harmless and defend LICENSOR from and against any claims by any authority
and/or any employee of PVCA (respectively, YSL Beauté, in relation to the
PRODUCTS) and/or any distributor and/or any other business partner
of PVCA
for the PRODUCTS which is a consequence of or in relation to article
8 of
the protocole d’accord (Annex
1)
and/or the agreement LICENSEE has executed with PVCA (Annex
2).
Notwithstanding the foregoing, LICENSEE shall not have any indemnification
obligation to LICENSOR solely in respect of (i) Trademark infringement
claims or (ii) claims relating to the transfer of the Trademarks
to
LICENSOR or a related party of LICENSOR. LICENSEE
undertakes to agree with PVCA on its takeover of the stock of PRODUCTS
as
soon as possible after December 31, 2006, and the latest by January
31,
2007, and will immediately inform LICENSOR thereof in writing, together
with PVCA. The terms and conditions of the Licence Agreement will
be fully
valid and applicable to all of the stock thus purchased by LICENSEE
from
PVCA.
|
| 4. |
LICENSEE
will coordinate with LICENSOR any communication and information to
the
public and/or the trade in relation to the execution and/or entry
into
force of the Licence Agreement and the business relationship with
PVCA/YSL
Beauté.
|
2
| 5. |
Annex
A to the Licence Agreement will be separately amended and communicated
by
LICENSOR, no later than October 31st,
2006.
|
| 6. |
This
Addendum may only be modified in writing, duly signed by the
Parties.
|
| 7. |
Any
and all Sections of the Licence Agreement not amended or modified
by this
Addendum shall be and remain fully valid and
applicable.
|
| 8. |
Section
15 (Applicable Law and Jurisdiction) of the Licence Agreement, which
provides for Swiss law and Geneva arbitration, shall be fully valid
and
applicable to this Addendum.
|
|
For
and on behalf of
|
For
and on behalf of
|
|
LICENSOR
|
LICENSEE
|
|
Xxxxx
00 September 2006
|
Paris
29 September 2006
|
|
place
and date
|
place
and date
|
|
/s/
Stanislas de QUERCIZE
|
/s/
Xxxxxxxx XXXXXXX
|
|
Name:
Stanislas de QUERCIZE
|
Name:
Xxxxxxxx XXXXXXX
|
|
Title:
President
|
Title:
President
|
|
/s/
Xxxx XXXXXXXXXXXXXX
|
|
|
Name:
Xxxx XXXXXXXXXXXXXX
|
|
|
Title:
General Manager
|
3
ANNEX
1
Protocol
d’accord
As
attached.
|
For
and on behalf of
|
For
and on behalf of
|
|
LICENSOR
|
LICENSEE
|
|
____________________________
|
_________________________
|
|
place
and date
|
place
and date
|
|
____________________________
|
_________________________
|
|
Name:
Stanislas de QUERCIZE
|
Name:
Xxxxxxxx XXXXXXX
|
|
Title:
President
|
Title:
President
|
|
_______________________________
|
|
|
Name:
Xxxx XXXXXXXXXXXXXX
|
|
|
Title:
General Manager
|
4
ANNEX
2
Agreement
between PVCA and LICENSEE
As
attached.
|
For
and on behalf of
|
For
and on behalf of
|
|
LICENSOR
|
LICENSEE
|
|
____________________________
|
_________________________
|
|
place
and date
|
place
and date
|
|
____________________________
|
_________________________
|
|
Name:
Stanislas de QUERCIZE
|
Name:
Xxxxxxxx XXXXXXX
|
|
Title:
President
|
Title:
President
|
|
_______________________________
|
|
|
Name:
Xxxx XXXXXXXXXXXXXX
|
|
|
Title:
General Manager
|
5
