EXHIBIT 10.16
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*OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
LICENSE AGREEMENT
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AGREEMENT made effective as of April 1, 1993, by and between KOBRA
INTERNATIONAL, LTD., T/A Xxxxxx Xxxxxx, a New York corporation having its office
and principal place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter referred to as "Licensor"); and California Design Studio, Inc. a
California Corporation having its office and principal place of business at 0000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx 00000 (hereinafter referred
to as "Licensee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Licensor is the owner of all right, title and interest in
and to the trademark "Xxxxxx Xxxxxx," and all decorative designs and displays
thereof (hereinafter collectively the "Licensed Xxxx"); and
WHEREAS, the parties hereto wish to enter into an agreement for the
use of the Licensed Xxxx in accordance with the terms and conditions hereinafter
set forth:
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings hereinafter set forth, Licensor and Licensee do hereby respectively
grant, covenant, and agree as follows:
1. Grant of License. Licensor hereby grants to Licensee, on the
terms and conditions hereinafter set forth, an exclusive license (the
"License"), the territory covered by this Agreement is world-wide, (hereinafter
collectively referred to as the "Territory"), to use the Licensed Xxxx solely in
connection with the manufacture, distribution, promotion and sale of eyewear,
both retail (Sunwear) and ophthalmic (Eyewear) (the "Licensed Products"). All
Licensed Products shall bear the Licensed Xxxx.
2. Term. The term of this Agreement shall commence on the date first
set forth above, and shall expire three years (3) years thereafter (the "Initial
Term"). Subject to the terms set forth in Schedule A annexed hereto, this
Agreement may be renewed for two Renewal Terms, as defined and set forth
therein, ("First Renewal Term" - "Second Renewal Term") and the Initial Term and
each renewal term are collectively referred to herein as the Term of this
Agreement.
3. Payment of Royalties.
(a) In consideration of the License granted and the services
to be performed by Licensor hereunder, Licensee shall pay to Licensor a royalty
(the "Royalty") based upon Net Sales of the Licensed Products during the Term
hereof and payable each calendar quarter. For purposes of this Agreement, "Net
Sales of the Licensed Products" shall mean the gross invoice price for all
Licensed Products invoiced during that period, less any normal trade discounts,
and less returns and all other credits, allowances, and chargebacks (said
returns, credits, allowances and chargebacks hereinafter collectively
"Deductions"). The parties hereto specifically agree that no offsets,
reductions, credits or adjustments to the gross invoice price of the Licensed
Products whatsoever shall be made in computing amounts due to Licensor under
this Agreement other than as set forth in this Section 3(a).
(b) The Royalty payable to Licensor for each calendar quarter
occurring in whole or in part within the Term of this Agreement shall be [ * ]%
of Net Sales of the Licensed Products.
(c) Notwithstanding anything to the contrary contained in this
Agreement, for each calendar year during the Term of this Agreement, Licensee
shall pay to Licensor a minimum royalty (the "Guaranteed Annual Minimum
Royalty"), without offset or deduction whatsoever. The Guaranteed Annual Minimum
Royalty for
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the Initial Term shall be $[ * ]. For the three years of the Initial Terms the
Guaranteed Annual Minimum Royalty shall be paid as follows: Year One - $[ * ],
Year Two - $[ * ] and Year Three - $[ * ]. The Guaranteed Annual Minimum Royalty
Payment for the first Year shall be paid as follows: $[ * ] upon execution of
this Agreement and the balance of $[ * ] in twelve (12) equal monthly
installments of $[ * ] per month commencing on January 1, 1994. The Guaranteed
Annual Minimum Royalty Payments for year two shall be paid in $[ * ] monthly
installments commencing on January 1, 1995. The Guaranteed Annual Minimum
Royalty Payments for year three shall be in monthly installments of $[ * ] per
month commencing on January 1, 1996. Year One of this Agreement will run from
April 1, 1993 through and inclusive to December 31, 1994. Thereafter, each year
will be on a calendar year basis commencing on January 1st of said year.
(d) Within thirty (30) days after the end of each calendar
quarter during the Term of this Agreement, Licensee shall furnish to Licensor a
full and accurate statement showing the number, description and gross invoice
price of each article of Licensed Products sold, the returns actually received,
and the trade discounts, credits and allowances, and chargebacks actually
granted or taken during said calendar quarter. Said statements shall be subject
to verification as provided in Sections 13 and 14 below.
(e) In the event that, for any calendar quarter, the amount of
Royalty due under this Agreement exceeds the Guaranteed Annual Minimum Royalty
then, within thirty (30) days after the end of such calendar quarter, Licensee
shall pay to Licensor in addition to the Guaranteed Annual Minimum Royalty for
such quarter an amount equal to the excess of (i) the Royalty for said calendar
quarter over (ii) the Guaranteed Annual Minimum Royalty for said calendar
quarter. Any excess of Royalty over Guaranteed Annual Minimum Royalty for any
year of a Term not already so paid by the end of said year shall be paid to
Licensor within 30 days after the end of said year. Notwithstanding the
foregoing, once Licensee has made payments of Royalty and Guaranteed Annual
Minimum Royalty which equal or exceed the Guaranteed Annual Minimum Royalty for
a year, Licensee shall not be required to make further payment of Guaranteed
Annual Minimum Royalty for that year.
4. Advertising.
(a) Licensee shall expend each year in the Territory for
advertising the Licensed Products in an amount equal to[ * ]% of the Net Selling
Price of the Licensed Products in said year. Monies expended by Licensee on
trade show fees, space, booths or set-ups, and on showrooms (including special
showrooms for the Licensed Products), co-op advertising, and promotional
give-aways, shall not be considered monies spent on advertising. Licensee shall
maintain records for advertising relating to the Licensed Products that are
totally separate and distinct from records for advertising other items sold in
its business. These records shall be available for Licensor's inspection at all
reasonable times on reasonable notice during business hours.
(b) No later than the last day of the calendar month following
the end of each Year, Licensee shall report to Licensor, in writing, the sum
actually spent on advertising during that Year, including proof of payment, and
shall permit Licensor to verify such sum in Licensee's and its advertising
agency's books and records.
5. Renewal Options. Provided that Licensee is not in default
hereunder, Licensee shall have the option to renew this Agreement for the two
Renewal Terms upon written notice to Licensee not less than 90 days' prior to
the ending of the preceding Term.
6. Required Markings. Before manufacturing or causing to be
manufactured any Licensed Products, Licensee shall submit to Licensor for its
approval, finished pre-production samples not less than 60 days in advance of
production to permit Licensor to correct, to the extent necessary, the legends,
markings and notices and the form and manner in which the Licensed Xxxx is to be
displayed. Licensee shall display the Licensed Xxxx only in such form and manner
as are specifically approved in writing from time to time by Licensor which
approval Licensor covenants it will not unreasonably withhold. Once approved,
said form and manner of display shall be deemed approved until Licensor notifies
Licensee otherwise in writing.
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7. Licensor's Right to Approve all Aspects of Production,
Distribution, and Sales.
(a) Licensee hereby grants to Licensor the right to approve
the designs, packaging, workmanship, and quality of all Licensed Products to
insure that all Licensed Products manufactured, sold, and distributed hereunder
are consistent with the high quality standards maintained by Licensor and other
licensees of Licensor in the production and sale of merchandise bearing the
Licensed Xxxx, which approval shall not be unreasonably withheld. In addition,
Licensee shall not market, sell, or distribute any Licensed Products to any
persons or entities, or utilize any channels or methods of distribution, which
are reasonably objected to by Licensor in a written notice delivered to
Licensees. To this end, Licensee shall regularly consult with Licensor regarding
all aspects of the production of the Licensed Products, as well as the markets
and marketing methods in which and by which the Licensed Products are sold.
(b) Licensor agrees during the Term hereof not to grant
licenses of the Licensed Xxxx to licensees who, in Licensor's reasonable
opinion, will diminish the reputation and value of the Licensed Xxxx.
(c) Unless otherwise agreed, Licensee will deliver to Licensor
at its offices in New York City then current samples of all Licensed Products
proposed to be sold so that Licensor may assure itself of the maintenance of the
quality standards required herein. The approval of Licensee shall not be
withheld unreasonably and any sample submitted to Licensor which has not been
disapproved in writing within twenty (20) business days after receipt by
Licensor shall be deemed to have been approved. Licensee agrees that all
Licensed Products will be at least equal in quality to the samples delivered or
made available to Licensor and approved by Licensor. Licensor and its duly
authorized representatives shall have the right from time to time to examine
Licensed Products in the process of being manufactured and to inspect all
facilities utilized by Licensee in connection with the manufacture of Licensed
Products.
8. Copyright and Design Rights.
(a) In the event Licensor provides Licensee with any designs,
concepts, materials, sketches, colorations, fabrications, patterns, canvases or
samples, which are not in the public domain, Licensee shall use same solely in
connection with the manufacture, distribution, and sale of the Licensed Products
in the Territory pursuant to this Agreement. Licensee will not, at any time, do
or knowingly suffer to be done any act or thing which may adversely affect any
rights of Licensor in such designs, and the like and will, at Licensor's
request, do all things reasonably required by Licensor to preserve and protect
said rights.
9. Samples, Production, Sales, Administration.
Licensee will be solely obligated to perform all of the following
functions at its own cost and expense: (a) production of samples proposed by
Licensee to be manufactured and sold as Licensed Products; (b) production and
manufacture of Licensed Products; (c) promotion and sale of the Licensed
Products; (d) dealings with factories; and (e) administration of each of the
foregoing.
10. Trademark Ownership. Licensee acknowledges Licensor's ownership
of all right, title and interest in and to the Licensed Xxxx, and agrees not to
challenge the validity and ownership thereof by Licensor. Licensee shall not at
any time attempt to register the Licensed Xxxx or any variant thereof in its own
name for its own benefit in any jurisdiction or in any place in the world.
Licensee agrees that it will not directly or indirectly infringe on the Licensed
Xxxx in its own name or for its own benefit anywhere at any time. Licensee shall
immediately notify Licensor of any facts or circumstances coming to Licensee's
attention regarding the possible infringement of the Licensed Xxxx, and Licensee
shall diligently cooperate with Licensor during and after the Term hereof in
prosecuting and defending any actions in connection therewith (at Licensor's
expense). Licensee shall have no right to take any action with respect to the
protection of the Licensed Xxxx without Licensor's prior written approval. Any
recovery gained against any third party infringer shall be first applied against
legal fees incurred in connection with such action and then allocated between
Licensor and Licensee in the proportion specified by the tribunal ordering said
recovery. All rights in the Licensed Xxxx other than those specifically granted
in this Agreement are reserved by Licensor for its own use and benefit. Licensee
shall cooperate with Licensor in the execution, filing and prosecution of any
trademark or copyright applications that Licensor may desire to file with
respect to proprietary rights of Licensor and for that purpose Licensee shall
supply to Licensor from time to time, such samples,
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containers, labels and similar material as may be reasonably requested by
Licensor. Licensee recognizes the great value of the good will associated with
the Licensed Xxxx and that all rights to the Licensed Xxxx and its associated
good will belong exclusively to Licensor. Licensee also recognizes that the
Licensed Xxxx has acquired a secondary meaning to the public. Licensee agrees
not to use the Licensed Xxxx in any manner that would derogate or detract from
its reputation.
11. Exclusivity of Right. Notwithstanding the License granted in
this Agreement, Licensor retains the right to use and to grant to others the
right to use the Licensed Xxxx for all purposes outside the Territory and, in
connection with all products not included in the Licensed Products, within the
Territory. Licensee realizes that it has been granted no rights to any other
trademark owned or used by the Licensor. Licensor reserves the right at its
option to enter into agreements with third parties prior to the termination of
this Agreement pursuant to which such third parties may distribute and sell
Licensed Products with the Licensed Xxxx thereon in the Territory after the end
of the Term hereof and prior to the final collection of receipts for Licensed
Products sold pursuant to this Agreement.
12. Books and Records. Licensee shall maintain appropriate books of
account in which accurate entries shall be made concerning all transactions
within the scope of this Agreement, and Licensor shall have the right, through
any accountant or other authorized representative of its choice, on reasonable
advance notice to Licensee, to examine and copy all or part of these books of
account and all other records, documents and material in the possession or under
the control of Licensee with respect to the subject matter of this Agreement.
All books of account and records shall be kept available by Licensee for at
least three (3) years after the year to which they relate. Licensee shall also
provide, upon Licensor's request, a copy of any computerized tape or disk if its
sales records are maintained on magnetic media.
13. Review and Adjustment. If, as a result of any examination of
Licensee's books and records, it is determined by Licensor that any payments due
to Licensor under this Agreement for any period were more than the amount
actually paid for such period, Licensee promptly shall reimburse Licensor upon
demand for said difference, and any dispute shall be subsequently settled by
arbitration hereunder. In the event that the difference, as finally determined,
is more than 25% of the amount actually due, then Licensee shall immediately
reimburse Licensor upon demand for the cost of such examination. If it is
determined by Licensee that any payments due to Licensor under this Agreement
for any period were less than the amount actually paid to Licensor for such
period, Licensee shall notify Licensor and Licensor shall immediately return the
undisputed portion of said amount.
14. Indemnity. Licensee will indemnify Licensor, its officers,
directors, shareholders, employees and agents, and hold them harmless from and
against any claim, suit, loss, damage, or expense (including reasonable
attorneys' fees) arising out of any transactions contemplated hereby, including,
but not limited to, any alleged defect in any Licensed Products produced by
Licensee under this Agreement, and the manufacture, labelling, sale,
distribution or advertisement of any Licensed Products by Licensee in violation
of any national, state or local law or regulation except for those acts or
omissions of Licensee requested by Licensor in writing. Licensor will indemnify
Licensee, its officers, directors, shareholders, employees and agents, and hold
them harmless from and against any claim, suit, loss, damage, or expense
(including reasonable attorneys' fees) arising out of Licensor's breach of any
of its obligations, covenants, representations or warranties hereunder.
15. Insurance. Licensee shall maintain at its own expense in full
force and effect at all times during the Term hereof for the benefit of Licensor
as its interests may appear, with a responsible insurance carrier acceptable to
Licensor, at least two million dollars ($2,000,000) of products liability
insurance with respect to the Licensed Products. Licensee shall give at least
sixty (60) days' prior written notice to Licensor of the cancellation of, or any
substantial modification in, such insurance policy. Said insurance may be
obtained for Licensor by Licensee in conjunction with a policy which covers
products other than the Licensed Products. Licensee shall furnish Licensor with
a with a copy of said policy and all renewals thereof, and shall deliver to
Licensor within thirty (30 ) days of each premium due date evidence of payment
thereof.
16. (a) Termination for Breach. If Licensee breaches any of its
obligations under this Agreement, which breach is not cured within ten (10) days
after written notice from Licensor to Licensee in the case of any
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obligation to pay money, and after a reasonable opportunity to cure in all other
cases, Licensor shall have the right, without prejudice to any other rights
which Licensor may have, to immediately terminate this Agreement.
(b) Termination because of Licensee's Insolvency. If Licensee
is adjudicated a bankrupt, or if a petition in bankruptcy is filed against
Licensee which is not dismissed within 60 days after the filing thereof, or if
Licensee makes any assignment for the benefit of its creditors, or if Licensee
commits any act of bankruptcy or takes the benefit of any insolvency law, or if
Licensee defaults on any obligation which is secured in whole or part by a
security interest in the Licensed Products, or if a receiver is appointed for
Licensee or a substantial part of its business interests, this Agreement shall
automatically terminate as of the earliest date on which any of the above events
occurred without prejudice to any other rights which Licensor may have. The
invalidity or uneforecability of this subparagraph due to the effect of
bankruptcy laws shall not affect or render any other clause of this Agreement
invalid.
(c) Termination because of Licensor's Insolvency. If Licensor
is adjudicated a bankrupt, or if a petition in bankruptcy is filed against
Licensor which is not dismissed within 60 days after the filing thereof, or if
Licensor makes any assignment for the benefit of its creditors, or if Licensor
commits any act of bankruptcy or takes the benefit of any insolvency law; or if
Licensor defaults on any obligation which is secured in whole or part by a
security interest in the Licensed Products, or if a receiver is appointed for
Licensor or a substantial part of its business interests, this Agreement shall
automatically terminate as of the earliest date on which any of the above events
occurred without prejudice to any other rights which Licensee may have. The
invalidity or uneforecability of this subparagraph due to the effect of
bankruptcy laws shall not affect or render any other clause of this Agreement
invalid.
17. Late Charges. Any payments which are not made when due shall
bear interest at the rate of 1% per calendar month (whole or any part) until
paid.
18. Effect of Termination. Upon expiration or termination of this
Agreement for any reason whatsoever, all rights in the Licensed Xxxx shall
automatically revert to Licensor. Licensee shall cease all use of the Licensed
xxxx which have been embodied in Articles bearing the Licensed Xxxx, except if
termination is not pursuant to Section 15 (a), then Licensee shall then have six
(6) months from the date of termination to sell out its then existing inventory
of Licensed Products in accordance with the terms of this Agreement. Licensee
shall account for, and pay, all amounts due hereunder not later than thirty (30)
days after the close of said three (3) month period. Upon the date of
termination, Licensee will promptly compute and inform Licensor of the amount of
its then existing inventory of Licensed Products.
19. (a) Representations and Warranty. The parties respectively
represent and warrant to each other that they are under no legal impediment
which would prevent their entering into this Agreement or consummating the
transactions contemplated hereby, and each has the full power and authority to
execute and perform this agreement.
(a) (b) Relationship of Parties. Nothing contained in this Agreement
shall be construed to place the parties in the relationship of legal
representatives, partners, joint venturers, or agents, and Licensee shall have
no power to obligate or bind Licensor in any manner.
20. Assignability. Neither party may assign or sublicense any or all
of its rights or delegate any of its duties under this Agreement without the
prior written consent of the other; except Licensee may sublease to After Six.
Any other attempted assignment or sublicense in violation of this provision
shall be void.
21. Notices. Any notice or other communication under this Agreement
shall be in writing and shall be considered given when delivered personally or
by registered mail, return receipt requested, to the parties at the following
addresses:
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If to Licensor: Kobra International, Ltd
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Mr. B. Brand Konheim
Attorney: Xxxxx X. Xxxxx, Esq.
Kreindler & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
If to Licensee: California Design Studio
with a copy to:
22. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
or deprive or limit that party of the right thereafter to insist upon strict
adherence to that term in the particular instance or any other term of this
Agreement in any instance. No modification or waiver of this Agreement shall be
effective unless it is in writing and signed by the parties hereto.
23. Governing Law; Headings. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. The headings are
solely for convenience of reference and shall not affect its interpretation.
24. Arbitration.
(a) Any controversy arising out of or relating to this
Agreement shall be resolved by arbitration in the City of New York pursuant to
the rules then obtaining of the American Arbitration Association. The panel of
Arbitrators appointed to settle any such controversy or claim shall consist of
three (3) Arbitrators.
(b) The Arbitrators sitting in any such controversy shall have
no power or jurisdiction to alter or modify any express provision of this
Agreement or to make any award which by its terms affects any such alteration or
modification.
(c) The parties consent to the jurisdiction of the Supreme
Court of the State of New York and further consent that any demand for
arbitration or any process or notice of motion or other application to the Court
or a Judge thereof, in connection with the same, may be served in or out of the
State of New York by registered mail or by personal service, provided a
reasonable time for appearance is allowed.
(d) The provision for arbitration herein shall not be deemed
any wavier of the rights of either party to any provisional remedy provided
under New York law. It is agreed that in the event of any violation hereof, the
other party hereto shall have the right to obtain a preliminary injunction
enjoining any further violation of this Agreement pending arbitration.
(e) In the event of arbitration or legal proceedings, Licensee
shall, in addition to all other damages, be liable for Kobra's reasonable
attorneys' fees in such amount as the arbitrators or court deems reasonable, and
the arbitrators in said arbitration, and the court in any legal proceeding, are
hereby authorized to direct payment of said attorneys' fees.
25. Complete Agreement. This Agreement contains a complete statement
of all the arrangements among the parties with respect to its subject matter.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
KOBRA INTERNATIONAL, LTD
By: /s/
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Its CEO
CALIFORNIA DESIGN STUDIO, INC.
By: /s/
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Its President
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SCHEDULE A
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(a) Licensee shall have the option to renew this Agreement for an
additional term of three (3) years (the "First Renewal Term") only if:
(i) Licensee is in compliance with all of the terms and
conditions of this Agreement, both at the time the option is exercised and on
the last day of the Initial Term of this Agreement; and
(ii) the Guaranteed Minimum Royalty for the First Renewal Term
shall be $[ * ]. For the three years of the First Renewal Term the Guaranteed
Annual Minimum Royalty shall be paid as follows: Year Four - $[ * ], Year Five -
$[ * ], Year Six - $[ * ].
(b) Licensee shall have the option to renew this Agreement for an
additional term of three (3) years (the "Second Renewal Term") only if:
(i) Licensee is in compliance with all of the terms and
conditions of this Agreement at the time the option is exercised and on the last
day of the First Renewal Term;
(ii) The Guaranteed Minimum Royalty for the First Renewal Term
has been paid to Licensor; and
(iii) The Guaranteed Minimum Royalty for the Second Renewal
Term shall be $[ * ]. For the three years of the Second Renewal Term the
Guaranteed Annual Minimum Royalty shall be paid as follows: Year Seven - $[ * ],
Year Eight - $[ * ], Year Nine - $[ * ].
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June 4, 1999
California Design Studio, Inc.
00000 Xxx Xxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Signature Eyewear, Inc.
000 Xxxxx Xxx Xx.
Xxxxxxxxx, XX 00000
Re: Consent to Assignment and Waiver
Ladies/Gentleman:
Reference is made to that certain License Agreement (the "License
Agreement"), dated as of April 1, 1993, by and between Kobra International, Ltd.
d/b/a Xxxxxx Xxxxxx, a New York corporation ("Licensor") and California Design
Studio, Inc. a California corporation ("Assignor"). We understand that pursuant
to the terms of an Asset Purchase Agreement (the "Purchase Agreement") currently
being negotiated by and among Signature Eyewear, Inc., a California corporation
("Assignee"), Assignor, certain subsidiaries of Assignor and Xxxxxx Xxxxxx
Xxxxxxxx, the sole shareholder of Assignor, it has been proposed that, effective
upon the closing (the "Closing") of the transactions contemplated by the
Purchase Agreement, Assignee (i) acquire certain of the assets of the Assignor,
including, without limitation, the License Agreement and the rights of Assignor
thereunder, and (ii) assume certain liabilities of Assignor including, without
limitation, the liabilities and obligations of Assignor under the License
Agreement.
Section 20 of the License Agreement prohibits Assignor from
assigning any of its rights or delegating any of its duties under the License
Agreement without prior written consent.
Effective upon and following the execution and delivery of the
definitive Purchase Agreement by the parties thereto, and provided that Assignee
assumes Assignor's duties under the License Agreement at the Closing, we hereby
(i) consent to the assignment by Assignor of its rights, and the delegation by
Assignor of its duties, under the License Agreement to Assignee (the
"Assignment") in full satisfaction of Section 20 of the License Agreement, and
(ii) agree that Assignee shall be deemed the "Licensee" under the License
Agreement.
Very truly yours,
KOBRA INTERNATIONAL, LTD. D/B/A
XXXXXX XXXXXX, a New York Corporation
By: /s/
-----------------------
Its: CEO
-----------------------
December 18, 2002
Kobra International, Ltd.
d/b/a Xxxxxx Xxxxxx
Xx. Xxxx Xxxx, Licensing Director 000 Xxxxxxx Xxx.
Xxx Xxxx, XX 00000
RE: LICENSE AGREEMENT
Dear Xxxx:
Reference is made to that certain License Agreement (the "License
Agreement") dated as of April 1, 1993 by and between Kobra International, Ltd.
d/b/a Xxxxxx Xxxxxx, a New York corporation ("Licensor"), and Signature Eyewear,
Inc, a California corporation ("Licensee"), as successor to California Design
Studio Inc.
We propose to delete Section 5 of the License Agreement and to amend
Section 2 of the Agreement in its entirety to read as follows:
2. Term. The term of this Agreement shall commence on the date first
set forth above and shall expire on March 31, 2006. Licensee shall
have the option to renew this Agreement for an additional term of
three (3) years if and only if: (i) Licensee is in compliance with
all of the terms and conditions of this Agreement both at the time
this option is exercised and on March 31, 2006; and (ii) Licensee
shall pay the Guaranteed Minimum Royalty for the three years ended
March 31, 2006, which shall be $[ * ] per year.
Please confirm your agreement to the foregoing by executing the
enclosed copy of this letter and returning it to the undersigned.
Very truly yours,
SIGNATURE EYEWEAR, INC.
/s/ Xxxxxxx Xxxxxx
--------------------------
Xxxxxxx Xxxxxx
Chief Financial Officer
Accepted and agreed as of the date first above written.
KOBRA INTERNATIONAL, LTD.
D/B/A XXXXXX XXXXXX
By: /s/
--------------------------
