LICENSE AGREEMENT *
This License Agreement (the “ Agreement ”) is entered into by Lazare Kaplan International Inc., a Delaware
corporation (“ Lazare ” or “ Licensor ”), and Primo Japan Co. Ltd., a company organized under the laws of
Japan (“ Primo ” or “ Licensee ”) (each individually referred to as a “ Party ,” and collectively as the “ Parties
”), on December 10, 2007, and shall be effective from the date (the “ Effective Date ”) upon which Lazare
receives full and final payment of the Royalty (as defined below).
WITNESSES THAT WHEREAS:
A. Primo is a manufacturer and distributor of jewelry in Japan;
B. Lazare is a cutter, manufacturer and seller of branded diamonds, branded diamond jewelry, and other
products bearing a “Lazare Diamond” logo (the “ Products ”), and of other products;
C. Lazare wishes to enhance the exclusivity and visibility of the Lazare Diamond brand in Japan, and Primo
believes it can help Lazare achieve this goal;
Lazare therefore wishes to grant to Primo a license to use the Lazare Marks to promote the Lazare Diamond
brand in Japan, and Primo wishes to accept such grant and to become a licensee of the same, subject to the
terms and conditions set forth below.
1.1 License . Subject to the terms and conditions of this Agreement, Lazare grants to Primo an exclusive,
non-transferable, revocable license, without right of sublicense, to use the Lazare Marks in the territory of Japan
(the “ Territory ”) solely in connection with the sale, distribution, promotion, and advertisement of the Products.
1.2 Restrictions .
1.2.1 Restrictions on Licensor. Lazare shall not license the Lazare Marks to any third party in the Territory
during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be
construed to limit the right of Lazare to license or sublicense the Lazare Marks to any of its subsidiaries or
branch offices operating in the Territory