License Agreement

LICENSE AGREEMENT


Agreement dated the 24th day of November, 2003, Between MARK TM, LLC., a Delaware Limited Liability Corporation, with its principal offices at 1400 Broadway, 15th floor New York, NY 10018 (hereinafter referred to as "LICENSOR"), and BIB Ltd., a Corporation doing business under the laws of New York, with its principal offices at 1 West 34th Street, New York, NY 10016 (hereinafter referred to as "LICENSEE").


A. LICENSOR is the owner of all right, title and interest in and to the trademark, Maurice Sasson and associated Mark "M. Sasson" as depicted in Exhibit A in the United States of America. Exhibit A shall constitute the Licensed Mark. LICENSEE recognizes the great value of the goodwill associated with the Licensed Mark and that all rights to the Licensed Mark and its associated goodwill belong exclusively to LICENSOR, and the Licensed Mark has acquired a secondary meaning to the public.


B. LICENSEE is principally and presently engaged in the business of manufacturing, promoting and selling Missy, Junior and Young Men's Denim Apparel for purposes of distribution at wholesale throughout the United States; and LICENSEE desires to use the Licensed Marks on and in connection with the manufacture, promotion, sale and distribution of the "Articles" as set forth and defined in schedule "A" in the United States (the "Territory").


C. LICENSOR is willing to grant the Non-Exclusive right to use the Licensed Mark on and in connection with the Articles upon the terms and conditions of this Agreement.


1. DEFINITIONS. (a) Whenever used in this Agreement, the words "First Year" shall mean that period from the date of execution hereof to April 30, 2005; the words "Second Year" shall mean that period from May 1, 2005 to April 30, 2006; the words "Third Year" shall mean that period from May 1, 2006 to April 30, 2007.


(b) Whenever used in this Agreement, "Net Sales" shall mean gross sales of the Articles by LICENSEE, less returns actually received, normal trade discount and allowances usually granted, provided, however, that the amount of normal trade discounts and allowances actually granted by LICENSEE shall not exceed an amount equal to Five (5%) Percent of gross sales in any year of this Agreement.


(c) Whenever used in this agreement, "Licensed Article" or "Licensed Articles" shall mean any Articles which bear any of the Licensed Marks.


2. EXCLUSIVE GRANT OF RIGHTS. (a) Upon the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE the Exclusive right and license to use the Licensed Mark in the Territory on and in connection with the Articles manufactured from designs provided by LICENSEE and approved by LICENSOR but not on or in connection with Articles not approved by LICENSOR or any goods other than Articles, for retail sale in the Territory only, without the consent of LICENSOR. LICENSOR reserves the right to produce, sell and market under the Licensed mark the Articles licensed under this Agreement. In the Event the LICENSOR elects to manufacture and distribute the Articles granted under this License Agreement the parties agree to negotiate in good faith for a reduction of minimum sales and minimum royalties. All Articles manufactured from designs approved by LICENSOR shall bear the Licensed Mark. During the term of this Agreement, LICENSEE shall use its best efforts to exploit the rights herein granted throughout the Territory. LICENSEE shall not attempt to register the mark "M.Sasson" in its own name for its own benefit in any country in the world. LICENSEE agrees that it will not knowingly directly or indirectly infringe the "M.Sasson" trademark in countries outside the Territory and will not contribute to or induce such infringement by selling Licensed Articles to persons whom LICENSEE knows, or reasonably has reason to know, intend to infringe the "M. Sasson" trademark outside the Territory.


(b) LICENSEE shall not sell or distribute any products that compete or are in competition with the Licensed Articles.


(c) Nothing herein shall be construed to grant a license for the Mark "Maurice Sasson". This License relates solely to the Mark "M. Sasson" as depicted on Exhibit A.


3. TERM. The "Term" of this Agreement shall commence upon the date of execution hereof and expire on April 30, 2009, unless sooner terminated as provided herein.


(a) During the "First Year", November 11, 2003 through April 30, 2005 LICENSEE shall guarantee minimum net sales of $10,000,000 for Schedule "A".


(b) During the "Second Year", May 1, 2005 through April 30, 2006 LICENSEE shall guarantee minimum net sales of $15,000,000.


(c) During the "Third Year", May 1, 2006 through April 30, 2007 LICENSEE shall guarantee minimum net sales of $20,000,000.


(d) During the "Fourth Year", May 1, 2007 through April 30, 2008 LICENSEE shall guarantee minimum net sales of $25,000,000.


(e) During the "Fifth Year", May 1, 2008 through April 30, 2009 LICENSEE shall guarantee minimum net sales of $30,000,000.


(f) LICENSEE shall have the option to renew this Agreement for one (1) additional term of one (1) year ("First Renewal Term") thereafter only if;


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(i) During the "Fifth Year" of this Agreement, LICENSEE has made at
least the net sale of Licensed Articles that would be needed to support
the minimums for the fifth year and has paid all appropriate royalties and
advertising money thereon to LICENSOR; and


(ii) 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; and


(iii) Written notice of the election to exercise said option is
delivered to LICENSOR at its address stated above not less than four (4)
months prior to expiration of the Initial Term.


(g) LICENSEE shall have the option to renew this Agreement for an additional term of one (1) year ("Second Renewal Term") thereafter, only if;


(i) During the "First Renewal Term" of this Agreement, LICENSEE has
made at least the net sale of Licensed Articles that would be needed to
support the minimums for such year of this Agreement and has paid all
appropriate royalties and advertising money thereon to LICENSOR; and


(ii) 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 "First Renewal Term"; and


(iii) Written notice of the election to exercise said option is
delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the "First Renewal Term".


(h) LICENSEE shall have the option to renew this Agreement for an additional term of one (1) year ("Third Renewal Term") thereafter, only if;


(i) During the "Second Renewal Term" of this Agreement, LICENSEE has
made at least the net sale of Licensed Articles that would be needed to
support the minimums for such year of this Agreement and has paid all
appropriate royalties and advertising money thereon to LICENSOR; and


(ii) 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 "Second Renewal Term"; and


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(iii) Written notice of the election to exercise said option is
delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the "Second Renewal Term".


(i) LICENSEE shall have the option to renew this Agreement for an additional term of one (1) year ("Fourth Renewal Term") thereafter, only if;


(i) During the "Third Renewal Term" of this Agreement, LICENSEE has
made at least the net sale of Licensed Articles that would be needed to
support the minimums for such year of this Agreement and has paid all
appropriate royalties and advertising money thereon to LICENSOR; and


(ii) 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 "Third Renewal Term"; and


(iii) Written notice of the election to exercise said option is
delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the "Third Renewal Term".


(j) LICENSEE shall have the option to renew this Agreement for an additional term of one (1) year ("Fifth Renewal Term") thereafter, only if;


(i) During the "Fourth Renewal Term" of this Agreement, LICENSEE has
made at least the net sale of Licensed Articles that would be needed to
support the minimums for such year of this Agreement and has paid all
appropriate royalties and 2 advertising money thereon to LICENSOR; and


(ii) 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 "Fourth Renewal Term"; and


(iii) Written notice of the election to exercise said option is
delivered to LICENSOR at its address stated above not less than four (4)
months prior to the expiration of the "Fourth Renewal Term".


4. EXCLUSIVITY OF RIGHTS. LICENSOR will not grant any other license effective during the term of this Agreement for the use of the Licensed Mark on or in connection with the Articles in the Territory. LICENSOR may use or grant others the right to use the Licensed Mark (a) on or in connection with goods not licensed hereunder in the Territory or (b) on or in connection with Articles outside the Territory. LICENSOR reserves the right to produce, sell and market under the Licensed mark the Articles licensed under this Agreement. In the Event the LICENSOR elects to manufacture and distribute the Articles granted under this License Agreement the parties agree to negotiate in good faith for a reduction of minimum sales and minimum royalties. LICENSEE will not, during the term of this Agreement or thereafter, use any business name utilizing the trade name "M. Sasson", attack LICENSOR's title in and to the Licensed Mark, attack the validity of the Licensed Mark, attack the registration in any country by LICENSOR of the "M. Sasson" mark, or attack the validity of this License. However, in any other license agreement entered into by LICENSOR for the use of the Licensed Mark in connection with the sale and distribution of the Articles outside the Territory, LICENSOR shall affirmatively require in such agreement that said Articles may not be sold and/or distributed in the Territory by that licensee.


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5. QUALITY OF ARTICLES. (a) Because the availability and quality of promotion and service at retail outlets affect the goodwill of LICENSOR and the competitiveness of items bearing the Mark, the quality of all Articles produced and sold by LICENSEE under this Agreement and bearing the Licensed Mark shall be of a high quality relative to other Articles, and shall be intended for sale through the retail stores only as prestige, better-priced merchandise and shall be marketed accordingly and shall not be sold to jobbers or distributors. All of the Articles will be manufactured, labeled, sold, distributed and advertised in accordance with all applicable national, state and local laws or regulations.


(b) A list of customers for the Articles is defined in Exhibit B. LICENSEE shall submit all changes in its customer list with the regular statement of royalties, or more frequently if needed. LICENSOR shall have the right to disapproveof all or any portion of the list. LICENSEE will not sell Articles bearing the Mark to customers without first obtaining approval of LICENSOR.


(c) Before selling or distributing any Articles bearing the Licensed Mark, LICENSEE shall submit to LICENSOR for its approval, a sample of each article, its containers, labels and the like.


(d) During the term of this Agreement, LICENSEE periodically, but at least once each year, shall submit then current production samples, patterns, designs, and material selections of each Article marketed under this Agreement so that LICENSOR may assure itself of the maintenance of the quality standards.


(e) In order to maintain an image of high quality Articles bearing the Licensed Mark, LICENSOR agrees that it will maintain such image with other Articles bearing the Licensed Mark that its sells, and that it will require and enforce high quality standards from all other Licensees of the Licensed Mark.


6. REQUIRED MARKINGS. LICENSEE shall display the Licensed M ...