PIAGET ASSOCIATES, L.L.C.,
A LIMITED LIABILITY COMPANY
DIRECT FOCUS, INC.
(A Washington Corporation)
This Agreement is the complete and exclusive statement of Licensor’s and Licensee’s obligations and responsibilities to each
other and supersedes any other proposal, representation, or other communication by or on behalf of Licensor relating to the
subject matter hereof. This Agreement shall become effective when both Licensor and Licensee have executed this Agreement.
1.1 Licensed Intellectual Property. Licensor owns, and warrants to Licensee that its ownership comprises rights sufficient to
grant exclusively to Licensee the rights so granted herein, to U.S. Patent 5,336,146 and U.S. Patent Des. 406,621 and all
follow-on and supplemental utility and design patents either filed or pending or which may be filed in the future and any
common law or registered trademarks covering the name “Tread Climber” (hereinafter referred to as “Patent” and/or
“Trademark”). Goods incorporating the Patent shall be “Licensed Goods.” A copy of the Patent shall be attached to this
Agreement and listed as Exhibit A hereto.
1.2 License Grant.
A. Licensor hereby grants to Licensee an exclusive worldwide right and license to all of Licensor’s rights and interest in
the Patent and Trademark, including the right to sublicense to others, to manufacture, have manufactured, import,
use, sell, or otherwise distribute or dispose of Licensed Goods.
1.3 Patent Notice/Location of the Mark.
A. Licensed Goods shall be marked with the patent numbers in a manner that allows the consumer to be easily informed
upon examination of Licensed Goods of the patented nature of the Licensed Product.
2. WARRANTIES AND PROPRIETARY RIGHTS
2.1 Warranty of Title. Licensor represents and warrants to Licensee that Licensor has all necessary rights, power and
authority to enter into and perfo