To: Inter Parfums SA
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
8 February 2000
Dear Sirs
LICENCE AGREEMENT BETWEEN (1) BURBERRY LIMITED (FORMERLY BURBERRYS LIMITED)
(2) INTER PARFUMS S.A. AND (3) INTER PARFUMS, INC (FORMERLY XXXX PHILIPPE
FRAGRANCES, INC.) DATED 15 JULY 1993 (AS AMENDED) (THE "AGREEMENT")
We set out below the amendments to the Agreement which we have agreed between us
with effect from the date of this letter.
1. Clause 3.1 of the Agreement shall be deleted and replaced by the following:
"This Agreement shall come into force on the Effective Date
and shall have effect until 31st December, 2006 (when it shall
expire automatically without notice) unless terminated earlier
in accordance with this Agreement. Nothing said or done (or
omitted to be said or done) by or on behalf of Burberry on or
before that date shall prevent this Agreement expiring on that
date unless the parties expressly agree otherwise in writing,
signed by a Director of Burberry with the express authority of
the Burberry Board."
2. Clauses 3.10 to 3.13 shall be deleted and replaced by the following clauses:
4
"3.10 If during the calendar year 2002 the Licensee shall
not have made Net Sales of at least[_______________]
in respect of all Licensed Products, then either the
Licensee or Burberry may (within 60 days of the
receipt by Burberry of the Annual Account for the
year ending on 31st December 2002) give notice to the
other parties terminating this Agreement on 31st
December 2003.
3.11 If during the calendar year 2003 the Licensee shall
not have made Net Sales of at least[________________]
in respect of all Licensed Products, then either the
Licensee or Burberry may (within 60 days of the
receipt by Burberry of the Annual Account for the
year ending on 31st December 2003) give notice to the
other parties terminating this Agreement on 31st
December 2004.
3.12 If during the calendar year 2004 the Licensee shall
not have made NetSales of at least
[______________________________] in respect of all
Licensed Products, then either the Licensee or
Burberry may (within 60 days of thereceipt by
Burberry of the Annual Account for the year ending on
31st December2004) give notice to the other parties
terminating this Agreement on 31st December 2005.
3.13 Subject to the following provisions of this Clause,
each of the figures set out in Clauses 3.3 to 3.9
inclusive shall be subject to adjustment for
inflation in line with the increase from 1 January
1993 in the Retail Price Index. The figure shall be
adjusted annually with effect from 1 January in each
year.
3.14 Subject to the following provisions of this Clause,
each of the figures set out in Clauses 3.10 to 3.12
inclusive shall be subject to adjustment for
inflation in line with the increase from 1 January
2000 in the Retail Price Index. The figure shall be
adjusted annually with effect from 1 January in each
year.
3.15 Any termination notice under Clauses 3.2 to 3.12
inclusive shall be subject to the remaining
provisions of this Agreement as regards termination
of this Agreement.
3.16 For the purposes of this Agreement,Licensed Products
shall be deemed sold when shipped."
3. In Clause 8.8, "US dollars" shall be deleted and replaced by "Pounds
Sterling or, as Burberry may direct at any time after 1 January 2002,
in euros". We acknowledge that since 1 January 1997 payments made to us
under the Agreement have been made in French Francs and not in US
Dollars.
4. In Clause 8.9, both references to "US dollars" shall be deleted and
replaced by "US dollars or Pounds Sterling (as appropriate) or (as
Burberry may direct at any time after 1 January 2002) in euros".
5. The following wording shall be inserted at the end of Clause 9.1:-
"1 January 2004 to 31 December 2004 :___________________
1 January 2005 to 31 December 2005 :___________________
1 January 2006 to 31 December 2006 :___________________
In Clause 9.1, "1 December 2002" shall be deleted and replaced by "31
December 2002" and "1 December 2003" shall be deleted and replaced by
"31 December 2003".
6. Clause 9.3 shall be deleted and replaced by the following:
"Each of the figures in Clause 9.1 (except for the figure for
the first Licensed Year) shall be subject to adjustment for
inflation in line with the increase from the Relevant Date in
the Retail Prices Index. The figures shall be adjusted
annually with effect from 1 January in each year to take
account of the latest then published Retail Prices Index. For
the purposes of this Clause, the "RELEVANT DATE" means 1
January 1993 for minimum Royalties payable in respect of any
period up to and including 31 December 2003 and 1 January 2000
for minimum Royalties payable in respect of any period
beginning on or after 1 January 2004."
In all other respects, the Agreement shall continue in full force and effect.
Terms used in this letter shall have the same meanings as in the Agreement,
unless stated otherwise.
This letter is governed by and shall be construed in accordance with English
law.
Please acknowledge your acceptance of the terms of this letter by signing and
returning the attached copy of this letter.
Yours faithfully
Signed by (name) .Xxxxxx X. Xxxxxxx
(signature) /s/ Xxxxxx X. Xxxxxxx
duly authorised
for and on behalf of
BURBERRY LIMITED
We confirm our agreement to the above
Signed by (name) Benacin Philippe
(signature). /s/ Xxxxxxxx Xxxxxxx
duly authorised
for and on behalf of
INTER PARFUMS S.A.
Signed by (name) Xxxx Xxxxx
(signature) /s/ Xxxx Xxxxx
duly authorised
for and on behalf of
INTER PARFUMS, INC
