between
and
relating to
[EXCISED VERSION OF AGREEMENT]
Exhibit 10.111
C&C COM/AA98751/MXD : LN:1A3A417_104(7)
Licence Agreement
Burberry Limited
as Burberry
Inter Parfums, S.A.
as Licensee
Inter Parfums, Inc.
as Guarantor
the development, production, manufacture, marketing, distribution and sale of certain
products
CONTENTS
1. INTERPRETATION
3
2. GRANT OF LICENCE
15
3. TERM AND TERMINATION OF THE ORIGINAL LICENCE AGREEMENT
17
4. APPROVAL OF LICENSED PRODUCTS
18
5. RETAILERS AND DISTRIBUTORS
19
6. LIST PRICES AND RECOMMENDED RETAIL PRICE
22
7. APPROVALS
23
8. BUSINESS PLAN
23
9. CERTAIN ADDITIONAL OBLIGATIONS OF THE LICENSEE
24
10. LICENCE FEES
34
11. REPORTING AND ACCOUNTING
39
12. DEFECTIVE STOCK
42
13. PRODUCT RECALL
42
14. SUPPLY OF LICENSED PRODUCTS TO BURBERRY AND ITS GROUP
43
15. ADVERTISING AND MARKETING
44
16. WARRANTIES AND COMPLIANCE
49
17. INTELLECTUAL PROPERTY
50
18. CHANGE IN CONTROL/MANAGEMENT AND COMPETITORS
55
19. APPROVED CONTRACTORS
55
20. TERMINATION
58
21. CONSEQUENCES OF TERMINATION
61
22. SELL_OFF PERIOD
64
23. GUARANTEE
65
24. BUSINESS ETHICS AND ENVIRONMENTAL POLICY
67
25. REMEDIES
68
26. CONFIDENTIALITY
68
27. RELATIONSHIP BETWEEN THE PARTIES
70
28. NOTICES
71
29. ENTIRE AGREEMENT
71
BETWEEN:
WHEREAS:_
(A) Burberry wishes to appoint the Licensee as its exclusive licensee for the development,
production, manufacture, marketing, distribution and sale of the licensed products under and subject
to the terms set out in this Agreement;
(B) The parties hereto entered into a licence agreement on 15 July 1993 as subsequently amended
(the "Original Licence Agreement") which the parties agree shall terminate immediately prior to the
Effective Date and it is the parties' intention that this Agreement replaces the Original Licence
Agreement;
(C) Burberry requires the Guarantor to guarantee and assume joint and several liability for the
performance of the Licensee's obligations under this Agreement and the Guarantor is willin