Samsonite Corp. Contracts
Sample Business Contracts
Trademark Option Agreement - McGregor II LLC and McGregor International Licensing NV
TRADEMARK OPTION AGREEMENT
--------------------------
This Trademark Option Agreement (the "Agreement") is made as of October 31,
1997 (the "Effective Date") between McGregor II, LLC, a Delaware limited
liability company, successor to McGregor Corporation, a New York corporation
("McGregor"), and McGregor International Licensing N.V., a Netherlands Antilles
corporation ("MIL").
RECITALS
A. McGregor is the owner of the trademark registrations listed on Exhibit
-------
A (the "Trademark Registrations").
-
B. MIL wishes to acquire an option to purchase McGregor's rights in the
trademarks referred to in the Trademark Registrations for the countries listed
on Exhibit B attached hereto (the "Territory"), and McGregor wishes to grant
---------
such rights to MIL on the terms and conditions set forth below.
C. As of the Effective Date, McGregor has sold to MIL all of its right,
title and interest in and to certain trademarks which are similar to the
trademarks subject to this Agreement for the countries listed on Exhibit C
---------
attached hereto (the "MIL Territory").
D. All the countries of the world not included in the MIL Territory or
the Territory shall be collectively referred to in this Agreement as the
"McGregor Territory."
AGREEMENT
THEREFORE, in consideration of the promises and agreements herein contained
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, MIL and McGregor agree as follows:
1. GRANT OF OPTION. McGregor grants to MIL an option (the "Option") to
purchase McGregor's entire right, title and interest in and to the Trademark
Registrations and the trademarks as referred to in the Trademark Registrations,
together with all goodwill associated therewith, for use and registration by MIL
in the Territory (but not elsewhere) (collectively, the "Option Marks"), but
expressly reserving unto McGregor the Excluded Registrations set forth on
Exhibit D attached hereto (the "Excluded Registrations") and all other rights in
---------
and to the trademarks referred to in the Trademark Registrations in the McGregor
Territory, including without limitation, the goodwill associated therewith.
2. OPTION TERM. The term of this Agreement shall commence on the Effective
Date and shall terminate on the third anniversary thereof, unless sooner
terminated pursuant to Paragraph 5 or Paragraph 11 hereof (the "Option Term").
-1-
<PAGE>
3. OPTION PRICE. The purchase price for the Option Marks shall be
US$9,000,000, subject to adjustment as provided in Paragraph 5 hereof (the
"Option Price").
4. EXERCISE. Except as provided in Paragraph 5 hereof, MIL may exercise the
Option at any time during the Option Term by giving written notice to McGregor
of such exercise. From and after MIL's exercise of the Option, MIL shall be
obligated to buy, and McGregor shall be obligated to sell, the Option Marks on
the terms and conditions set forth herein. If MIL has not exercised the Option
on or before the expiration or earlier termination of the Option Term, this
Agreement and the Option shall terminate and be of no further force and effect.
Upon expiration or termination of the Option Term, if MIL has not exercised the
Option, MIL shall execute and deliver to McGregor any documentation reasonably
requested by McGregor to release all claims of MIL to any right, title and
interest in the remaining Option Marks.
5. PUT.
a. During the Option Term, McGregor shall be entitled to offer the Option
Marks, or any of them, for sale on any terms and conditions, subject to
the provisions of this Paragraph 5. If , from time to time during the
Option Term, McGregor desires to sell all or any of the Option Marks,
either separately or in combination with all or any other assets of
McGregor or any of its affiliates, McGregor shall establish a price for
the Option Marks which shall not be less than US$3,000,000 (the "Offer
Price"). McGregor shall notify MIL of McGregor's desire to sell the
Option Marks at the Offer Price. For a period of thirty days after
MIL's receipt of such notice (the "Offer Period"), MIL may elect to
exercise the Option for: (i) a purchase price of US$5,000,000 if the
Offer Price is equal to or less than US$5,000,000; (ii) a purchase
price equal to the Offer Price if the Offer Price is greater than
US$5,000,000 but less than US$9,000,000; or (iii) US$9,000,000 if the
Offer Price is equal to or greater than US$9,000,000.
b. On or before the expiration of the Offer Period, MIL shall notify
McGregor whether MIL elects to exercise its Option to purchase the
Option Marks. If MIL fails to notify McGregor within the Offer Period
whether MIL elects to exercise the Option, MIL shall be deemed to have
elected not to exercise the Option. If, during the Offer Period, MIL
elects to exercise the Option pursuant to the terms of Paragraph 5.a.,
MIL shall be required to purchase the Option Marks strictly in
accordance with the terms and conditions of this Agreement, except that
the Option Price shall be amended to be the applicable purchase price
under Paragraphs 5.a.(i), 5.a.(ii) or 5.a.(iii) hereof. If MIL elects,
or is deemed to have elected, not to exercise the Option during the
Option Period, then McGregor, for a period of 90 days thereafter, shall
be entitled to sell the Option Marks, or any portion thereof,
separately or in combination with any other assets, on any terms as
McGregor, in its sole and absolute discretion, shall determine, except
that the purchase price for the Option Marks, or portion of the
purchase price allocable to the Option Marks if the Option Marks are
sold in combination with other assets of McGregor, shall not be less
than the Offer Price. If, on or before the expiration of such 90-day
period, McGregor has consummated a sale which includes all of the
Option Marks, this Agreement shall
-2-
<PAGE>
terminate and be of no further force and effect. If, on the expiration
of such 90-day period, McGregor has not consummated a sale which
includes all the Option Marks,
-3-
<PAGE>
the Option shall continue in effect until the expiration of the Option
Term, except that the Option Marks shall be deemed amended to exclude
the trademarks which have been sold during such 90-day period, if any,
and McGregor shall have the right to continue its efforts to sell the
Option Marks, subject to the provisions of this Paragraph 5.
6. CONFIDENTIALITY; MIL'S INVESTIGATIONS.
a. Both during and following expiration of the Option Term, MIL shall
neither divulge to, nor use for the benefit of, any third party any of
the information it receives from McGregor under or related to this
Agreement, including without limitation, the existence and terms and
conditions of this Agreement, except to the extent disclosure is
required by law or except to the extent that such information, in the
form in which it is received is:
(i) known to MIL prior to its receipt from McGregor;
(ii) available to the general public either when received from
McGregor or thereafter, except if it became available through
the fault of MIL;
(iii) received by MIL from a third party who can disclose such
information free of confidentiality obligations; or
(iv) independently developed by MIL.
Such information may be disclosed to MIL's personnel and financial
advisors on a need only basis. MIL shall inform such persons of the
confidential and proprietary nature of the information and will ensure
that all persons so informed understand their obligations to maintain
the confidential and proprietary nature of such information.
b. From time to time during the Option Term, upon not less than seven
days' notice, McGregor shall make available to MIL for its inspection
and review McGregor's files relating to the Option Marks and shall
provide copies of the then existing license agreements relating to the
Option Marks for the Territory. MIL shall conduct its inspection and
review of the Option Mark files in the office of McGregor where such
records are kept. Without the prior written approval of McGregor, in
its sole discretion, MIL shall not contact in any way any of
McGregor's licensees to discuss any aspect of their licenses or
business regarding the Option Marks. MIL acknowledges that McGregor's
relationships with its licensees are of critical business importance
and shall not adversely affect such relationships in any way.
7. CLOSING. The closing of the sale of the Option Marks (the "Closing") will
be consummated as follows:
-4-
<PAGE>
a. The Closing will occur on the ninetieth day following MIL's exercise
of the Option, or such earlier date as may be mutually agreed to by
the parties (the "Closing Date"). The Closing will take place at a
time and place in New York, New York, mutually agreed to by MIL and
McGregor on the Closing Date.
b. MIL shall pay the Option Price to McGregor on the Closing Date in
immediately available funds by wire transfer to the account designated
by McGregor.
c. McGregor and MIL shall execute and deliver an assignment agreement
which shall assign the Option Marks to MIL, shall be in form and
substance reasonably satisfactory to both parties and shall contain,
inter alia, the following provisions:
(i) The Option Marks shall be transferred subject to the terms and
conditions of that certain Settlement Agreement between
McGregor-Doniger Inc., The Brunswick Corporation, and The
Equilink Corporation, dated April 9, 1981, as amended, and its
related documents and agreements (the "Equilink Agreement"), a
copy of which is attached hereto as Exhibit E. MIL shall comply
---------
with, and agree to be bound by, without exception, all
obligations of McGregor, as successor to McGregor-Doniger Inc.,
under the Equilink Agreement with respect to the Option Marks,
and shall indemnify and hold harmless McGregor, its affiliates,
parents, subsidiaries and assigns and their respective officers,
directors, employees and agents from and against all damages,
liabilities, claims, costs and expenses, including without
limitation, attorneys' fees, incurred by McGregor and arising
after the Effective Date as a result of MIL's failure to comply
with or breach of the foregoing obligations.
(ii) The Option Marks shall be transferred subject to the terms and
conditions of McGregor's then existing licenses for the Option
Marks and any other written contractual agreements made with
respect to the Option Marks for the Territory, such as
representation agreements (collectively, "Existing Contracts"),
excluding, however, any agreements for the sale of the Option
Marks and any agreements securing indebtedness of McGregor. MIL
shall assume and agree to perform the obligations of McGregor
accruing from and after the Closing Date under the Existing
Contracts, and shall indemnify and hold harmless McGregor, its
affiliates, parents, subsidiaries and assigns and their
respective officers, directors, employees, and agents from and
against all damages, liabilities, claims, costs and expenses,
including without limitation, attorneys' fees, incurred by
McGregor and resulting from MIL's failure to comply with or
breach of the foregoing obligations.
(iii) The Option Marks shall be transferred subject to the terms and
conditions of the Agreement, dated as of July 1, 1993, between
McGregor Industries, Inc. and McGregor II, LLC, as successor to
McGregor Corporation, a copy of which is attached hereto as
Exhibit F (the "Canada Agreement); provided that
---------
-5-
<PAGE>
McGregor has obtained consent to the assignment of the Canada
Agreement and Canada has not been deleted from the Territory.
MIL shall comply with, and agree to be bound by, without
exception, all obligations of McGregor, as successor to McGregor
Corporation, under the Canada Agreement, and shall indemnify and
hold harmless McGregor, its affiliates, parents, subsidiaries and
assigns and their respective officers, directors, employees and
agents from and against all damages, liabilities, claims, costs
and expenses, including without limitation, attorneys' fees,
incurred by McGregor and resulting from MIL's failure to comply
with or breach of the foregoing obligations.
(iv) The Option Mark "Drizzler" shall be transferred subject to the
terms and conditions of the Letter Agreement, dated October 8,
1990, between Drizzler Inc. and McGregor II, LLC, as successor to
McGregor Corporation, a copy of which is attached hereto as
Exhibit G (the "Drizzler Agreement"). MIL shall comply with, and
---------
agree to be bound by, without exception, all obligations of
McGregor, as successor to McGregor Corporation, under the
Drizzler Agreement, and shall indemnify and hold harmless
McGregor, its affiliates, parents, subsidiaries and assigns and
their respective officers, directors, employees and agents from
and against all damages, liabilities, claims, costs and expenses,
including without limitation, attorneys' fees, incurred by
McGregor and resulting from MIL's failure to comply with or
breach of the foregoing obligations.
(v) McGregor shall retain and reserve (for itself and its successors,
assigns and licensees): all rights and ownership in and to the
Option Marks, including without limitation, the goodwill
associated therewith, in the McGregor Territory; and the right to
sell any products bearing the Option Marks to post exchanges and
military installations of the United States located in the
Territory to the extent that McGregor's then existing licensees
in the McGregor Territory are granted such rights pursuant to
their license agreements, the terms of which have commenced prior
to the Closing Date and provided, however, that any new license
agreements which are entered into after the Closing Date shall
not include the right to sell products bearing the Option Marks
to post exchanges and military installations of the United States
located in the Territory.
(vi) MIL shall covenant and guarantee in perpetuity that: (1) sales of
unstructured softside luggage or bags bearing the Option Marks
shall not exceed 1.5% of MIL's gross sales of all products
bearing the Option Marks during any twelve-month period; and (2)
MIL shall not manufacture, advertise, market or sell hardside
bags or luggage bearing the Option Marks in the Territory; and
(3) MIL shall use its best efforts to maintain in full force and
effect in the Territory the Trademark Registrations with respect
to Class 18 of the International Classification of Goods and
Services for the Purpose of the
-6-
<PAGE>
Registration of Marks Under the Nice Convention ("International
Class"); provided, however, that MIL shall be relieved of
liability under this Paragraph 7.c.(vi)(3) with respect to any
country or countries in the Territory where MIL is unable to
show sufficient proof of use as a result of the restriction set
forth in Paragraphs 7.c.(vi)(1) and 7.c.(vi)(2) hereof.
(vii) McGregor shall covenant and agree that it will not contest
MIL's full and complete ownership of the Option Marks in the
Territory for any product, including the rights to use, license
the use of and/or register the Option Marks in the Territory
for any product; and that it will not use, other than as set
forth in Paragraph 7.c.(x) hereof, or seek to register the
Option Marks in the Territory for any product, subject to the
covenants and guarantees in Paragraph 7.c.(vi) hereof.
(viii) MIL shall covenant and agree that it will not contest
McGregor's full and complete ownership of the trademarks
referred to in the Trademark Registrations in the McGregor
Territory for any product, including the rights to use, license
the use of and/or register such trademarks for any product; and
will not use, other than as set forth in Paragraph 7.c.(ix)
hereof, or seek to register the Transferred Trademarks in the
McGregor Territory, or use the "McGregor" trade name in the
McGregor Territory.
(ix) To the extent of McGregor's rights in the Option Marks in the
McGregor Territory and to the extent permitted by its licenses
of the Option Marks in the McGregor Territory, McGregor, for
itself, its successors and assigns, shall grant to MIL and
MIL's successors, assigns and licensees a nonterminable, non-
exclusive, royalty free license, in perpetuity, to manufacture
or have manufactured in the McGregor Territory any and all
products bearing the Option Marks, provided that such products
are sold and marketed only outside the McGregor Territory. It
is understood and agreed by MIL that McGregor will make no
representation or warranty that McGregor holds rights in the
Option Marks in the McGregor Territory and McGregor shall have
no liability to MIL, its successors, assigns or licensees
arising from the manufacture of products bearing the Option
Marks in the McGregor Territory.
(x) To the extent of MIL's rights in the Option Marks in the
Territory, MIL, for itself, its successors and assigns, hereby
grants to McGregor and McGregor's successors, assigns and
licensees a nonterminable, non-exclusive, royalty free license,
in perpetuity, to manufacture or have manufactured in the
Territory any and all products bearing the Option Marks,
provided that such products are sold and marketed only outside
the Territory. It is understood and agreed by McGregor that MIL
makes no representation or warranty that MIL holds rights in
the Option Marks in the Territory and MIL shall have no
liability to
-7-
<PAGE>
McGregor, its successors, assigns or licensees arising from the
manufacture of products bearing the Option Marks in the
Territory.
(xi) Upon payment of the Option Price, McGregor shall execute and
deliver to MIL all documentation required to perfect the
transfer of the Option Marks in the trademark registries in the
Territory; provided, however, that McGregor shall not be
required to incur any out-of-pocket expenses related thereto.
Subject to the foregoing, MIL shall be responsible for
preparation of all documentation required to perfect the
transfer of the Trademark Registrations (including
documentation necessary to transfer the registrations from
McGregor's predecessors in interest) and shall pay all costs
incurred in connection therewith.
(xii) MIL and McGregor do hereby consent to the use by the other of
the trade name "McGregor" in their respective business or
corporate names in the Territory, including without limitation,
the subsidiaries, divisions or affiliates of either party.
d. On the Closing Date, McGregor shall deliver to MIL the original copies
of its files relating to the Trademark Registrations and the Existing
Contracts.
e. All royalty or other payments payable to McGregor and all expenses
payable by McGregor under the Existing Contracts shall be prorated to
the Closing Date.
f. MIL and McGregor shall execute and deliver such other documents and
shall take such other action at Closing as may be necessary or
appropriate to carry out their respective obligations under this
Agreement.
g. If necessary, the parties agree to attend a pre-closing at least one
day prior to the Closing Date at the location designated for the
Closing for the purpose of finalizing the documentation so that all
that remains to be accomplished on the Closing Date is the transfer of
funds and delivery of documents.
8. MCGREGOR BUSINESS. During the Option Term, McGregor shall be entitled to
enter into new licensing arrangements with respect to the Option Marks, to
amend, extend or terminate any license agreements at any time and otherwise to
conduct its licensing business and manage the Option Marks on any basis which it
deems advisable in its sole discretion. To the extent that McGregor is unable
to renew or maintain in effect any Trademark Registration(s) or deems it
advisable not to do so, Exhibit A hereof shall be amended accordingly on or
---------
prior to the Closing Date to delete such registration.
9. MCGREGOR'S WARRANTIES. McGregor warrants and represents to MIL that as of
the Effective Date:
-8-
<PAGE>
a. McGregor is a limited liability company duly organized and in good
standing under the laws of the state of Delaware, country of the
United States of America. McGregor has full right and authority to
enter into this Agreement and to consummate the transaction
contemplated hereby. All requisite corporate action has been taken by
McGregor in connection with the entering into of this Agreement and
the instruments referenced herein and the consummation of the
transaction contemplated hereby. Each of the persons signing this
Agreement on behalf of McGregor is duly authorized to do so.
b. All consents and approvals which may be required in order for McGregor
to enter into this Agreement or consummate the transaction
contemplated hereby have been obtained. This Agreement and all
documents required hereby to be executed by McGregor are and shall be
valid, legally binding obligations of and enforceable against
McGregor, its successors and assigns in accordance with their terms.
Neither the execution of this Agreement nor the consummation of the
transaction contemplated hereby will be in violation of any judgment,
order, permit, writ, injunction or decree of any court, commission,
bureau or agency to which McGregor is subject or by which McGregor is
bound, or constitute a breach or default under any agreement or other
obligation to which McGregor is a party or otherwise bound.
c. To the best of McGregor's knowledge, it is the owner of all right,
title and interest in the Trademark Registrations and the Trademark
Registrations are valid and in good standing; provided, however, that
MIL acknowledges that all products encompassed by the International
Classes listed on Exhibit A hereof are not necessarily included in the
---------
Trademark Registrations. Notwithstanding the foregoing, McGregor makes
no warranty as to the accuracy of the record owner and chain of title
information on file with the respective trademark registries.
McGregor's duty of cooperation after Closing under Paragraph 7.c.(xi)
hereof, however, includes cooperating, as is reasonably necessary, in
MIL's efforts to record itself as the new record owner of the
Trademark Registrations.
d. McGregor represents that there is no outstanding indebtedness incurred
by McGregor for which a valid lien or other security interest could be
filed against the Trademark Registrations in the respective trademark
registries. McGregor's duty of cooperation after Closing under
Paragraph 7.c.(xi) hereof, however, includes cooperating, as is
reasonably necessary, to obtain the release of any lien which may be
filed in the trademark registries with respect to the Trademark
Registrations securing indebtedness incurred by McGregor.
e. To the best of McGregor's knowledge, there is no past due fee or
payment owing in the respective trademark registries relating to the
Trademark Registrations. McGregor agrees, however, that should any
payment or fee incurred prior to the Effective Date become known to
McGregor or MIL, McGregor will pay such fee to the respective
trademark registry or to MIL as mutually agreed by the parties.
-9-
<PAGE>
f. To the best of McGregor's knowledge, there are no pending infringement
actions against the Transferred Trademarks in the Territory, except as
set forth on Exhibit H attached hereto. For the purposes hereof,
---------
"pending" shall mean that such proceeding has been commenced with the
appropriate governmental body, all applicable parties to such
proceeding have been properly served, and such proceeding has not been
resolved. To the actual knowledge of the current officers, directors
and employees of McGregor, there are no threatened infringement
actions against the Transferred Trademarks in the Territory, except as
set forth on Exhibit H attached hereto, and there are not any known
---------
facts which would provide the basis for any infringement actions.
At Closing, McGregor shall deliver to MIL a certificate pursuant to which
McGregor shall reaffirm the foregoing representations and warranties as of
the Closing Date, provided that such certificate may reflect any changes to
the representations and warranties set forth in Paragraphs 9.c. through
9.f. of which McGregor has become aware prior to the Closing Date. During
the Option Term, MIL shall notify McGregor of any breach or violation of
the foregoing representations and warranties discovered by MIL, and
McGregor shall have the right to deliver to MIL supplemental statements to
the foregoing representations and warranties which McGregor has discovered
to date. With respect to representations and warranties set forth in
Paragraphs 9.c. through 9.f. hereof, MIL, its successors and assigns will
not hold McGregor liable, and McGregor shall not be liable, for any breach
or violation thereof unless MIL notifies McGregor in writing of such breach
or violation on or before August 31, 2002, and no suit based on such
representations and warranties shall be filed or otherwise commenced after
October 31, 2002.
10. MIL'S WARRANTIES. MIL represents and warrants to McGregor that as of the
Effective Date:
a. MIL is a corporation duly organized and in good standing under the
laws of the Netherlands. MIL has full right and authority to enter
into this Agreement and to consummate the transaction contemplated
hereby. All requisite corporate action has been taken by MIL in
connection with the entering into of this Agreement and the
instruments referenced herein and the consummation of the transaction
contemplated hereby. Each of the persons signing this Agreement on
behalf of MIL is duly authorized to do so.
b. All consents and approvals which may be required in order for MIL to
enter into this Agreement or consummate the transaction contemplated
hereby have been obtained. This Agreement and all documents required
hereby to be executed by MIL are and shall be valid, legally binding
obligations of and enforceable against MIL, its successors and assigns
in accordance with their terms. Neither the execution of this
Agreement nor the consummation of the transaction contemplated hereby
will be in violation of any judgment, order, permit, writ, injunction
or decree of any court, commission, bureau or agency to which MIL is
subject or by which MIL is bound, or constitute a breach or default
under any agreement or other obligation to which MIL is a party or
otherwise bound.
-10-
<PAGE>
At Closing, MIL shall deliver to McGregor a certificate pursuant to
which MIL shall reaffirm the foregoing representations and warranties
as of the Closing Date.
11. CROSS DEFAULT. Concurrently herewith, MIL and McGregor have entered into
that certain Transitional Consulting Agreement, of even date, which provides,
among other things, for certain payments to McGregor in connection with the
trademarks purchased with respect to the MIL Territory. If MIL fails to make
any payments due to McGregor under the Transitional Consulting Agreement and
does not cure such failure within fifteen days after receipt of notice from
McGregor, McGregor, in addition to all other remedies available to it in law or
at equity, may terminate this Agreement.
12. MISCELLANEOUS.
a. This Agreement shall be governed by the substantive laws of the State
of New York, applicable to agreements fully executed and performed in
said state. With respect to any action commenced by McGregor against
MIL or by MIL against McGregor for any breach hereof or otherwise
commenced with respect hereof, each of the parties hereby irrevocably
and unconditionally submits to personal jurisdiction and venue in the
Federal courts in the Southern District of New York, New York and, if
the Federal court does not have subject matter jurisdiction over such
action or for any reason fails or refuses to accept or hear such
action, to personal jurisdiction and venue in the State courts in New
York, New York. Each of the parties agrees that it will not bring any
action in any other jurisdiction. The parties consent to service of
process by certified mail, return receipt requested. For the purposes
of this Paragraph 12, "final judgment" means a final judgment from
which no appeal or right of appeal exists in any U.S. Federal or New
York state court. A final judgment against a party in any such action
or proceeding shall be conclusive, and may be enforced in other
jurisdictions by suit on the judgment, a certified or true copy of
which shall be conclusive evidence of the fact and the amount of
indebtedness or liability of or other remedy awarded against such
party therein described. In addition, a non-final judgment may be
enforced in other jurisdictions to the extent enforceable by law.
b. All notices, payments, and statements which are required or may be
given under this Agreement, shall be in writing, in the English
language, and either:
(i) personally delivered;
(ii) sent via certified airmail with a return receipt requested; or
(iii) sent via electronic means which produces a written record of
the notice given.
Notices shall be addressed as follows:
-11-
<PAGE>
If to McGregor:
Global Licensing Company
Division of McGregor II, LLC
430 Park Avenue, 10th Floor
New York, New York 10022
Facsimile Number: (212) 307-8121
Attention: Executive Vice President of
Global Licensing Company
If to MIL:
Oyens Trust (Curacao) N.V.,
P.O. Box 4895
Curacao, Netherlands Antilles
Attention: Mrs. A.M.C. de Vreede
With a copy to:
Emergo Fashion Group B.V.
Hoofdstraat 23-25
3971 KA Driebergen-Rijsenburg
Netherlands
Facsimile Number: 31-3435-20701
Attention: President
Notices shall be effective upon receipt. Addresses and fax numbers
may be changed by giving notice in accordance with this Agreement.
c. This Agreement is personal to MIL. MIL shall have no power or
authority to assign, transfer, or encumber its interest in this
Agreement, whether voluntarily or by operation by law. Any attempted
assignment in violation of this Paragraph 12.c. shall be void.
McGregor may assign its rights and obligations under this Agreement
without obtaining the consent of Licensee.
d. If either party wishes to issue an official press release or other
formal public announcement to any public or trade media concerning the
contents or fact of this Agreement, then such party shall first
consult with the other party and both parties shall then cooperate to
specify and mutually agree upon the contents, time and place of such
press release or public announcement.
e. This Agreement contains the entire agreement of the parties hereto
respecting the subject matter hereof and supersedes all prior
agreements, understandings, negotiations, communications and
discussions, whether oral or written, of the parties hereto,
pertaining to such subject matter. No amendment, supplement,
modification or waiver of this Agreement shall be binding unless set
forth in writing and signed by the parties hereto.
f. This Agreement may be executed in counterparts, each of which (or any
combination of which) when signed and delivered by all of the parties
shall be deemed an original, but all of which when taken together
shall constitute one agreement.
-12-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on October
-------
31, 1997, effective as of the Effective Date.
---
ATTEST: McGREGOR II, LLC
/s/ Gregory W. O'Connor By: /s/ Thomas R. Sandler
------------------------ ------------------------------
Asst Secretary Name: Thomas R. Sandler
Gregory W. O'Connor ----------------------------
Title: President
---------------------------
McGREGOR INTERNATIONAL LICENSING
N.V.
By: /s/ Mrs. A.M.C. de Vreede
------------------------ ------------------------------
Secretary Name: Oyens Trust (Curacao) N.V.
----------------------------
Title: Managing Director
---------------------------
-13-