{"id":42468,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-polo-lauren-co-and-polo-ralph-lauren-japan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-polo-lauren-co-and-polo-ralph-lauren-japan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-polo-lauren-co-and-polo-ralph-lauren-japan.html","title":{"rendered":"License Agreement &#8211; Polo\/Lauren Co. and Polo Ralph Lauren Japan Co. Ltd."},"content":{"rendered":"<pre>                                                          (Polo Japan - License)\n\n\n            LICENSE AGREEMENT, dated as of March 1, 1998 by and between The\nPolo\/Lauren Company, L.P. (\"Licensor\"), with a place of business at 650 Madison\nAvenue, New York, New York 10022, and Polo Ralph Lauren Japan Co., Ltd.\n(\"Licensee\"), a Japanese corporation with a place of business at Kihoh Bldg.\n2-2, Koji-Machi, Chiyoda-ku, Tokyo, 102 Japan.\n\n            WHEREAS, Licensor and its affiliates are engaged in the business of\nmanufacturing, selling and promoting, and licensing others the right to\nmanufacture, sell and promote, high quality apparel and related merchandise\nunder certain Polo\/Ralph Lauren trademarks and trade names; and\n\n            WHEREAS, Licensee desires to obtain, and Licensor is willing to\ngrant, a license pursuant to which Licensee shall have the right to use certain\nPolo\/Ralph Lauren trademarks in a specified territory on the terms set forth\nherein;\n\n            NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and undertakings hereinafter set forth, the parties hereto agree as\nfollows:\n\n            1.    Definitions.  As used herein, the term:\n\n                  1.1 \"License\" shall mean the exclusive, non-assignable right\nto use the Trademarks in connection with the manufacture and\/or importation and\nsale of Licensed Products in the Territory.\n\n                  1.2 \"Licensed Products\" shall mean those items set forth on\nSchedule A attached hereto and made a part hereof, and all bearing the\nTrademarks.\n\n                  1.3 \"Licensor\" shall mean The Polo\/Lauren Company, L.P. a New\nYork limited partnership.\n\n                  1.4 \"Licensee\" shall mean Polo Ralph Lauren Japan Co., Ltd. a\ncorporation organized under the laws of Japan.\n\n                  1.5 \"Territory\" shall mean Japan.\n\n                  1.6 \"Trademarks\" shall mean the trademarks set forth on\nSchedule B attached hereto. Licensor shall have the sole right to determine\nwhich Trademark shall be used on each particular Licensed Product, and the\nmanner in which each Trademark shall be used in connection with each particular\nLicensed Product.\n   3\n\n\n            2.    Grant of License.\n\n                  2.1 Subject to the terms and provisions hereof, Licensor\nhereby grants Licensee and Licensee hereby accepts the License. Licensor shall\nneither use nor authorize third parties to use the Trademarks in connection with\nthe manufacture, sale and\/or importation of Licensed Products in the Territory\nduring the term of this Agreement without Licensee's prior approval.\nNotwithstanding the foregoing, Licensor acknowledges and agrees that Licensee's\nparent company, The Seibu Department Stores, Ltd. (\"Seibu\"), will be involved,\nas Licensee's sublicensee, service provider or otherwise, in the Polo\/Ralph\nLauren business in the Territory using the Trademarks in accordance with the\nterms and conditions of this Agreement. To the extent it is legally permissible\nto do so, no license is granted hereunder for the manufacture, sale or\ndistribution of Licensed Products to be used for publicity purposes, other than\npublicity of Licensed Products, in combination sales, as premiums or giveaways,\nor to be disposed of under or in connection with similar methods of\nmerchandising, such license being specifically reserved for Licensor.\n\n                  2.2 It is understood and agreed that the License applies\nsolely to the use of the Trademarks on the Licensed Products, and that, except\nas specifically authorized or permitted under this Agreement, (i) no use of any\nother trademark of Licensor or of any of Licensor's affiliates (including any\ntrademark that uses the name \"Polo\" or \"Ralph Lauren\"), and (ii) no use of the\nTrademarks on any other products, is authorized or permitted, nor are any rights\nwith respect to the foregoing granted hereunder. Licensor reserves the right to\nuse, and to grant to any other licensee the right to use, the Trademarks,\nwhether within or outside the Territory, in connection with any and all products\nand services, other than Licensed Products within the Territory. Licensee\nunderstands and agrees that Licensor may itself manufacture or authorize third\nparties to manufacture in the Territory, Licensed Products for ultimate sale\noutside of the Territory. Subject to the terms of paragraph 16.4 hereof,\nLicensee may manufacture or cause to be manufactured the Licensed Products\noutside of the Territory, but solely for purposes of sale within the Territory\npursuant to the terms of this Agreement.\n\n                  2.3 Licensee shall not have the right to use Licensee's name\non or in connection with the Licensed Products, except with the prior approval\nby Licensor of the use and placement of Licensee's name. Licensee shall, at the\noption of Licensor, include on its business materials and\/or the Licensed\nProducts an indication of the relationship of the parties hereto in a form\napproved by Licensor.\n\n                  2.4 Licensee shall not use or permit or authorize another\nperson or entity in its control to use the words \"Polo\" or \"Ralph Lauren\" as\npart of a corporate name or tradename without the express written consent of\nLicensor and Licensee shall not permit or authorize use of the Trademark in such\na way so as to give the impression that the name \"Ralph Lauren,\" or the\nTrademark, or any\n\n\n                                        2\n   4\n\n\nmodifications thereof, are the property of Licensee. Licensor hereby consents to\nthe use by Licensee of the business name \"Polo Ralph Lauren Japan Co., Ltd.\"\n\n                  2.5 Neither Licensee nor its parent company or any affiliate\nor subsidiary of Licensee shall, directly or indirectly, manufacture,\ndistribute, sell or advertise during the term of this Agreement, any items which\nbear the name or are associated with the name of any designer or brand listed on\nSchedule C hereto without Licensor's prior written consent. Licensee shall cause\neach sublicensee of rights hereunder, as a condition of such sublicensee's\nmanufacture, promotion or sale of Licensed Products, to comply fully with the\nprovisions of this paragraph 2.5; provided, however, that it shall not\nconstitute a violation of this paragraph for any such sublicensee, with prior\nnotice to Licensor, to manufacture, distribute, sell or advertise handkerchiefs,\nscarves, mufflers, luggage, leather goods, belts, gloves, hats, caps, socks,\nhosiery or jewelry which bear the name or are associated with the name of any\ndesigner or brand listed on Schedule C hereto. Nothing contained in this para-\ngraph 2.5 shall prevent any parent company or affiliate of Licensee which owns\nor operates multi-brand department stores from acting as a retailer of any of\nthe brands set forth on Schedule C hereto at such multi-brand department stores.\n\n                  2.6 Licensor represents and warrants that it has full\ncorporate right, power and authority to enter into this Agreement, to perform\nall of its obligations hereunder, and to consummate all of the transactions\ncontemplated herein. In the event that Licensee or Licensor is charged with\ninfringement on account of Licensee's use of any of the Trademarks or, if in\nconnection with the development of Licensor's program in the Territory, Licensor\ndetermines that the use by Licensee of any or all of the trademarks should be\ndiscontinued upon reasonable written notice to Licensee, this license under the\nTrademarks shall be converted to a license under other \"Ralph Lauren\"\ntrademark(s) or label(s); in such event Licensee hereby accepts the exclusive\nlicense to use such \"Ralph Lauren\" trademark(s) in connection with the\nmanufacture and sale of Licensed Products in the Territory subject to all other\nterms of this License Agreement. In such event, Licensee shall immediately\nadvise Licensor of its inventory of Licensed Products labeled with the\nTrademark(s) and of its stock of business materials bearing the Trademark(s) and\nLicensor shall, in its sole discretion and judgment, determine whether and to\nwhat extent such inventory and materials of Licensee may continue to be used by\nLicensee.\n\n                  2.7 Except as specifically authorized under this Agreement,\nLicensee shall not purport to grant any right, permission or license hereunder\nto any third party, whether at common law or otherwise. Licensee shall not\nwithout Licensor's prior written approval sell any Licensed Products bearing the\nTrademark to any third party which, directly or indirectly, sells or proposes to\nsell such Licensed Products outside the Territory. Licensee shall use its best\nefforts to prevent any such resale outside the Territory and shall, immediately\nupon learning or receiving notice from Licensor that a customer is selling\nLicensed Products outside the Territory, cease all sales and deliveries to such\ncustomer.\n\n\n                                        3\n   5\n\n\n                  2.8 Licensee recognizes that there are many uncertainties in\nthe business contemplated by this Agreement. Licensee agrees and acknowledges\nthat other than those representations explicitly contained in this Agreement, if\nany, no representations, warranties or guarantees of any kind have been made to\nLicensee, either by Licensor or by anyone acting on its behalf. Without\nlimitation, no representations concerning the value of the Licensed Products or\nthe prospects for the level of their sales or profits have been made and\nLicensee has made its own independent business evaluation in deciding to\nmanufacture and distribute the Licensed Products on the terms set forth herein.\n\n                  2.9 Notwithstanding anything to the contrary contained herein,\nLicensor reserves the right from time to time to authorize others to manufacture\nand sell Licensed Products as part of a combination sale, premium or give away\nwith certain products (e.g. fragrances and cosmetics) bearing any of the\nTrademarks other than on Licensed Products.\n\n                  2.10 The rights granted to Licensee hereunder are expressly\nconditioned upon (i) Seibu entering into an agreement with Licensor,\nsimultaneous with the execution of this License Agreement and the Design\nAgreement, by which Seibu shall guarantee all of Licensee's financial and other\nobligations hereunder and under the Design Agreement, and upon the continued\neffectiveness of such agreement throughout the term and all renewals hereof. The\nform of such agreement is annexed hereto as Schedule E.\n\n                  2.11 In the event Licensor wishes to use or license a third\nparty to use in the Territory the trademark \"Lauren\/Ralph Lauren\" in connection\nwith the manufacture or sale of women's apparel during the term hereof, Licensor\nshall grant to Licensee a right of first refusal to act as the licensee\ntherefor. In the implementation of said first refusal rights, Licensor shall\ngive Licensee notice of the offer terms (the \"Offer Terms\") upon which it\nproposes to grant a license for such products (\"Licensor's Offer\"). Licensee\nshall have a period of forty-five (45) days after the date of Licensor's notice\nof the Offer Terms to accept or reject Licensor's Offer in writing. If Licensee\nrejects Licensor's Offer or if Licensee initially accepts Licensor's Offer but\nthereafter is unable to satisfy the Offer Terms, then Licensor shall be free to\nmake an offer to any third party under the terms and conditions which are not\nmaterially more favorable to such third party than the offer terms set forth in\nLicensor's Offer. If Licensor shall make an offer to any third party under terms\nand conditions materially more favorable to such third party than the Offer\nTerms then, during the term hereof, Licensee's right of first refusal as\nprovided hereinabove shall apply to such changed Offer Terms.\n\n                  2.12 In the event Licensor wishes to use or license a third\nparty to use in the Territory (i) any \"New Trademark,\" as hereinafter defined,\nin connection with the manufacture or sale of Licensed Products during the term\nhereof, or (ii) the Trademarks in connection with any product other than\nLicensed Products\n\n\n                                        4\n   6\n\n\n(\"New Product\"), Licensor shall grant to Licensee a right of first refusal to\nact as the licensee therefor; provided, however, that Licensee shall have no\nright of first refusal with respect to any New Trademark or New Product if\nLicensor grants a license therefor to any third party for a territory which\nincludes a country other than Japan. Licensor shall advise Licensee prior to\ngranting, in Licensor's sole discretion, a license in the Territory to a third\nparty with respect to any New Trademark or New Product. The term \"New\nTrademark,\" as used herein, shall mean any trademark which includes the name\n\"Polo\" or \"Ralph Lauren\" which is not specifically listed in Schedule B hereto,\nbut excludes any trademark designated by Licensor to replace any of the\nTrademarks pursuant to paragraph 2.6 hereof. The implementation of such first\nrefusal rights shall be in the manner set forth in paragraph 2.11 hereof.\n\n            3.    Design Standards and Prestige of Licensed Products.\n\n                  3.1 Licensee acknowledges that it has entered into a design\nservices agreement (\"Design Agreement\"), of even date herewith, with Polo Ralph\nLauren Enterprises, L.P. (the \"Design Partnership\") which provides for the\nfurnishing to Licensee by the Design Partnership of design concepts and other\nprofessional services so as to enable Licensee to manufacture or cause to be\nmanufactured the Licensed Products in conformity with the established prestige\nand goodwill of the Trademark. Licensee shall manufacture, or cause to be\nmanufactured, and sell only such Licensed Products as are made in accordance\nwith the design and other information approved under, and in all other respects\nin strict conformity with the terms of, the Design Agreement.\n\n                  3.2 Licensee acknowledges that the Trademarks have established\nprestige and goodwill and are well recognized in the minds of the public, and\nthat it is of great importance to each party that in the manufacture and sale of\nvarious lines of Licensor's products, including the Licensed Products, the high\nstandards and reputation that Licensor and Ralph Lauren have established be\nmaintained. Accordingly, all items of Licensed Products manufactured or caused\nto be manufactured by Licensee hereunder shall be of high quality workmanship\nwith strict adherence to all details and characteristics embodied in the designs\nfurnished pursuant to the Design Agreement. Licensee shall supply Licensor with\nsamples of the Licensed Products (including, if Licensor so requests, samples of\nlabeling and packaging used in connection therewith) prior to production and\nfrom time to time during production, and shall, at all times during the term\nhereof, upon Licensor's request, make its manufacturing facilities available to\nLicensor, and shall use its best efforts to make available each subcontractor's\nmanufacturing facilities for inspection by Licensor's representatives during\nusual working hours. No sales of miscuts or damaged merchandise shall contain\nany labels or other identification bearing the Trademark without Licensor's\nprior written approval, but sales of all products of Licensor or the Design\nPartnership's design shall nonetheless be subject to royalty payments pursuant\nto paragraph 6 hereof.\n\n\n                                        5\n   7\n\n\n                  3.3 In the event that any Licensed Product is, in the judgment\nof Licensor, not being manufactured, distributed or sold with first quality\nworkmanship or in strict adherence to all details and characteristics furnished\npursuant to the Design Agreement, Licensor shall notify Licensee thereof in\nwriting and Licensee shall promptly repair or change such Licensed Product to\nconform thereto. If a Licensed Product as repaired or changed does not strictly\nconform after Licensor's request and such strict conformity cannot be obtained\nafter at least one (1) resubmission, the Trademarks shall be promptly removed\nfrom the item, at the option of Licensor, in which event the item may be sold by\nLicensee, provided such miscut or damaged item does not contain any labels or\nother identification bearing the Trademarks without Licensor's prior approval.\nNotwithstanding anything in this paragraph 3.3 to the contrary, sales of all\nproducts of Licensor's or the Design Partnership's design, whether or not\nbearing the Trademarks, shall nonetheless be subject to royalty payments\npursuant to paragraph 6 hereof.\n\n                  3.4 At the request of Licensor, Licensee shall cause to be\nplaced on all Licensed Products appropriate notice designating Licensor or the\nDesign Partnership as the copyright or design patent owner thereof, as the case\nmay be. The manner of presentation of said notices shall be determined by\nLicensor.\n\n                  3.5 Licensee shall make its personnel, and shall use its best\nefforts to make the personnel of any of its sublicensees, contractors, suppliers\nand other resources, available by appointment during normal business hours for\nconsultation with the Licensor and the Design Partnership. Licensee shall make\navailable to Licensor, upon reasonable notice, marketing plans, reports and\ninformation which Licensee may have with respect to Licensed Products in the\nTerritory. At least once each year during the term hereof, senior executive\npersonnel of Licensor and Licensee shall arrange meetings to discuss the conduct\nof all activities hereunder (including, without limitation, strategies for\nmaintaining brand images in the Territory) and to pursue in good faith the\nresolution of problems which may be encountered by them. Licensee shall in no\nevent be required to reimburse Licensor for any costs or expenses incurred by\nLicensor in connection with the consultation or meetings under this paragraph\n3.5 in excess of the amount specified in paragraph 4.3 of the Design Agreement,\ninclusive of its reimbursement to The Polo\/Lauren Company, L.P. and the Design\nPartnership thereunder.\n\n            4.    Marketing.\n\n                  4.1 The distribution of the Licensed Products in the Territory\nshall be performed exclusively by Licensee or under its supervision or control.\nThe Licensed Products shall be sold by Licensee only to those specialty shops,\ndepartment stores and other retail outlets which deal in products similar in\nquality and prestige to products bearing the Trademarks, whose operations are\nconsistent with the quality and prestige of the Trademarks. Licensee shall not\noffer for sale or promote the sale of Licensed Products through the \"Internet\"\n(such rights being reserved by Licensor),\n\n\n                                        6\n   8\n\n\ndirect mail or other similar vehicles without Licensor's prior written approval.\nLicensee shall not market or promote or seek customers for the Licensed Products\noutside of the Territory and Licensee shall not, without Licensor's prior\napproval (which shall not unreasonably be withheld or delayed) establish a\nbranch, wholly owned subsidiary, distribution or warehouse with inventories of\nLicensed Products outside of the Territory.\n\n                  4.2 Licensee acknowledges that in order to preserve the good\nwill attached to the Trademark, the Licensed Products are to be sold at prices\nand terms reflecting the prestigious nature of the Trademarks, it being\nunderstood, however, that Licensor is not empowered to fix or regulate the\nprices at which the Licensed Products are to be sold, either at the wholesale or\nretail level.\n\n                  4.3 Licensee shall maintain the high standards of the\nTrademarks and the Licensed Products, in all advertising, packaging and\npromotion of the Licensed Products. Licensee shall not employ or otherwise\nrelease any of such advertising or packaging or other business materials\nrelating to any Licensed Products or bearing the Trademarks, unless and until\nLicensee shall have made a request, in writing, for approval by Licensor.\nLicensor may, with respect to any advertising, packaging or business materials\nsubmitted by Licensee, make such suggestions as Licensor deems necessary or\nappropriate, or disapprove, in either event by notice to Licensee. Any approval\ngranted hereunder shall be limited to use during the seasonal collection of\nLicensed Products to which such advertising relates and shall be further limited\nto the use (e.g. TV or print) for which approval by Licensor was granted.\nLicensee shall, at the option of Licensor, include on its business materials an\nindication of the relationship of the parties hereto in a form approved by\nLicensor.\n\n                  4.4 Licensee shall use its best efforts to assure that all\ncooperative advertising, whereby Licensee provides a customer with a\ncontribution toward the cost of an advertisement for Licensed Products, whether\nLicensee's contribution be in the form of an actual monetary contribution, a\ncredit or otherwise, shall be subject to prior approval of Licensor under the\nsame terms and conditions as apply to advertising and promotional materials\nprepared by or to be used by Licensee pursuant to paragraph 4.3 hereof;\nprovided, however, that in the event that Licensee is not as a matter of\npractice given an opportunity to review the cooperative advertising due to time\nconstraints, then Licensee shall notify Licensor, in advance, of those customers\nwith whom it does cooperative Licensed Product advertising and\/or promotion, and\nLicensee at Licensor's request shall notify the named customer of the terms of\nthis Agreement which pertain to the said advertising or promotional materials.\n\n                  4.5 Licensee shall exercise its best efforts to safeguard the\nestablished prestige and goodwill of the names \"Polo\" and \"Ralph Lauren,\" the\nPolo Player design and the Lauren image, at the same level of prestige and\ngoodwill as heretofore maintained. \"Image\" as used herein refers primarily to\nquality and style of\n\n\n                                        7\n   9\n\n\npackaging, advertising and promotion, creation and introduction of new products,\ntype of outlets with reference to quality of service provided by retail outlets\nand quality of presentation of Licensed Products in retail outlets. Licensee\nshall take all necessary steps, and all steps reasonably requested by Licensor,\nto prevent or avoid any misuse of the Trademarks by any of its customers,\ncontractors or other resources.\n\n                  4.6 During each year of this Agreement, Licensee shall expend\nfor the production and placement of advertising of Licensed Products as may be\napproved by Licensor hereunder (\"Advertising\") and such other promotional\nactivities as Licensor, in its sole discretion, may approve, an amount that is\nnot less than the \"Annual Advertising Obligation,\" as hereinafter defined, for\nsuch year. Licensor shall consult with Licensee regarding the creation,\nproduction and placement of Advertising, but all final decisions with respect\nthereto shall be made by Licensor in its sole discretion. The \"Annual\nAdvertising Obligation\" for each year during the term hereof shall be [***]\npercent [***] of the aggregate net sales price (as defined in paragraph 6.2\nhereof) of Licensed Products sold during such year. Licensee's Annual\nAdvertising Obligation shall be applied to Advertising and with Licensor's prior\napproval in its sole discretion, other promotional activities related to\nLicensed Products. Licensee shall deliver to Licensor within sixty (60) days\nafter the end of each year hereof an accounting statement in respect of amounts\nexpended by Licensee on Advertising for the prior year. Each such accounting\nstatement shall be signed, and certified as correct, by a duly authorized\nofficer of Licensee. Prior to each year hereof, Licensee shall submit Licensee's\nadvertising budget for the upcoming year, based on the aggregate net sales price\nof Licensed Products during the year then ending and on sales projected for the\nupcoming year. The Annual Advertising Obligation for such upcoming year will\ninitially be calculated and expended based upon such budget. If in any year\nduring the term hereof an amount less than the Annual Advertising Obligation is\nexpended on Advertising for any reason whatsoever (including an underestimate of\nthe actual net sales for such year or because the actual cost of Advertising, if\nany, produced and placed during such year is less than the Annual Advertising\nObligation), the entire amount not expended shall be added to the Annual\nAdvertising Obligation for the following year. Except as may otherwise be\nagreed, not less than [***] percent [***] of the Annual Advertising Obligation\nshall be spent on the placement of media Advertising (i.e., print, outdoor and\ntelevision advertising) other than \"Cooperative Advertising\" (which term shall\nmean Advertising specifically referring to, and intended to promote sales of\nLicensed Products at, a particular retail store or stores), and the remainder on\nCooperative Advertising and other publicity and promotional activities pursuant\nto a plan and budget which shall be approved in advance by Licensor. Licensee\nmay expend amounts to be determined in its discretion on advertising and\npromotional activities approved in advance by Licensor which exceed the Annual\nAdvertising Obligation, and such excess expenditures by Licensee shall not be\ndeemed to increase or otherwise modify the calculation of the Annual Advertising\nObligation or Licensee's obligations pursuant to paragraph 4.7 hereof.\n\n\n                                        8\n   10\n\n\n                  4.7 Licensee acknowledges that Licensor (or its affiliates or\nlicensees), in connection with its contractual arrangements with certain models\nand the production of various advertising materials, incur costs (e.g. costs for\nphotographers, models, usage rights, advertising shoots, etc.) properly\nallocable to its various international licensees who derive rights from such\nactivities. Licensor shall be entitled to invoice Licensee each year for\nLicensee's allocable share of such costs and Licensee shall reimburse Licensor\nfor such costs promptly after receipt of such invoices. In addition, Licensor\nintends to undertake various athletic endorsements, team and event sponsorships\nand other such activities as Licensor deems appropriate as part of a worldwide\nsports marketing program to develop its image internationally (\"Sports Marketing\nCosts\"). Licensor shall be entitled to invoice Licensee each year for Licensee's\nallocable share of such Sports Marketing Costs, and Licensee shall reimburse\nLicensor for such Sports Marketing Costs promptly after receipt of such\ninvoices.\n\n                  4.8 To the extent permitted by applicable law Licensor may\nfrom time to time, and in writing, promulgate rules and regulations to Licensee\nrelating to the manner of use of the Trademarks. Licensee shall comply with such\nrules and regulations. Any such rules or regulations shall not be inconsistent\nwith or derogate from the terms of this Agreement.\n\n                  4.9 Licensee agrees to make available for purchase and to sell\non its customary price, credit and payment terms all lines and styles of\nLicensed Products to (i) retail stores in the Territory bearing a trademark of\nLicensor or its affiliates and (ii) to any stores or facilities operated or\nowned by Licensor and its affiliates, which may be opened upon sixty (60) days'\nprior written notice to Licensee, which are authorized to sell the Licensed\nProducts within such retail stores. Notwithstanding anything to the contrary\ncontained herein, to the extent that any such Licensed Products are not so made\navailable by Licensee to such stores because Licensee does not have such\nLicensed Products available to sell to such stores, such Licensed Products may\nbe made available to such stores by Licensor (or its affiliates or other\nlicensees).\n\n                  4.10 Licensee shall refurbish or cause to be refurbished each\nstore and corner dedicated to the sale of Licensed Products at least every six\nto eight years during the term hereof. Licensor and Licensee shall, each six\nmonths during the term hereof, consult in good faith regarding standards and\nspecifications for such refurbishing, which standards and specifications shall\nbe subject to Licensor's approval, and Licensee shall be responsible for causing\nall refurbishing to be undertaken in a manner consistent with such plans and\nspecifications, as modified during each six-month review.\n\n                  4.11 Consistent with the high quality and prestige of the\nTrademarks and products manufactured by, or under license from, Licensor and its\naffiliates, Licensee undertakes, during the term hereof, diligently to\nmanufacture and\n\n\n                                        9\n   11\n\n\nsell all Licensed Products, to use its best efforts to create a demand therefor,\nsupply such demand, and maintain adequate arrangements and facilities for the\ndistribution of Licensed Products throughout the Territory. As an essential part\nof its distribution program, Licensee shall maintain adequate inventories\n(consistent with good industry practice) of all Licensed Products at\ndistribution points reasonably adequate to satisfy the requirements of its\ncustomers for a full line of such Licensed Products and to expedite the delivery\nthereof.\n\n                  4.12 Licensee shall, at all times during the term hereof,\nemploy a President of Licensee, reasonably satisfactory to Licensor, whose\nmaterial responsibilities shall include the conduct of the business contemplated\nhereunder. In addition to such President, Licensee shall, at all times during\nthe term hereof, employ a high level managerial person, reasonably satisfactory\nto Licensor, whose sole material responsibility shall be the production,\nmerchandising, distribution and promotion of the Licensed Product lines. Such\nperson shall act as liaison between Licensor and Licensee.\n\n            5.    Trademark Protection.\n\n                  5.1 All uses of the Trademarks by Licensee, including, without\nlimitation, use in any business documents, invoices, stationery, advertising,\npromotions, labels, packaging and otherwise shall require Licensor's prior\nwritten consent in accordance with paragraph 4.3 hereof.\n\n                  5.2 All uses of the Trademarks by Licensee in advertising,\npromotions, labels and packaging shall bear the notation \"Ralph (Polo Player\nDesign) Lauren\" or the representation of the Polo Player, as the case may be,\nand shall include at Licensor's option, a notice to the effect that each\nTrademark is used by Licensee for the account and benefit of Licensor or that\nLicensee is a registered user thereof or both such statements. The use of the\nTrademark pursuant to this Agreement shall be for the benefit of Polo and shall\nnot vest in Licensee any title to or right or presumptive right to continue such\nuse. For the purposes of trademark registration, sales by Licensee shall be\ndeemed to have been made by Licensor.\n\n                  5.3 Licensee shall cooperate fully and in good faith with\nLicensor for the purpose of securing and preserving Licensor's rights in and to\nthe Trademarks. If Licensor and Licensee agree that registering Licensee's\nexclusive rights with respect to the Trademarks in the Territory is appropriate,\neach of them shall undertake such action as may be necessary to obtain such\nregistration; provided, however, that the cost of obtaining and maintaining such\nregistration shall be borne by Licensee. Neither Licensor nor Licensee shall act\nunreasonably with respect to a request of the other in connection with the\npreceding sentence. Nothing contained in this Agreement shall be construed as an\nassignment or grant to Licensee of any right, title or interest in or to the\nTrademarks, or any of Licensor's other trademarks, it being understood that all\nrights relating thereto are reserved by Licensor, except for\n\n\n                                       10\n   12\n\n\nthe License hereunder to Licensee of the right to use the Trademarks only as\nspecifically and expressly provided herein. Licensee shall not file or prosecute\na trademark or service mark application or applications to register the\nTrademarks, for Licensed Products or otherwise.\n\n                  5.4 Licensee shall not, during the term of this Agreement or\nthereafter, (a) attack Licensor's title or rights in and to the Trademarks in\nany jurisdiction or attack the validity of this License or the Trademarks or (b)\ncontest the fact that Licensee's rights under this Agreement (i) are solely\nthose of a licensee, manufacturer and distributor and (ii) subject to the\nprovisions of paragraph 10 hereof, cease upon termination of this Agreement. The\nprovisions of this paragraph 5.4 shall survive the termination of this\nAgreement.\n\n                  5.5 All right, title and interest in and to all samples,\npatterns, sketches, designs, artwork, logos and other materials furnished by or\nto Licensor or the Design Partnership, whether created by Licensor, the Design\nPartnership, or Licensee, are hereby assigned in perpetuity to, and shall be the\nsole property of, Licensor and\/or the Design Partnership, as the case may be.\nLicensee shall assist Licensor to the extent necessary in the protection of or\nthe procurement of any protection of Licensor's rights to the Trademarks and the\ndesigns, design patents and copyrights furnished hereunder, and Licensor, if\nLicensor so desires, may commence or prosecute any claims or suits in Licensor's\nown name or, if legally necessary and permissible, in the name of Licensee or\njoin Licensee as a party thereto. Licensee shall promptly notify Licensor in\nwriting of any uses which may be infringements or imitations by others of the\nTrademark on articles similar to those covered by this Agreement which may come\nto Licensee's attention. Licensor shall have the sole right to determine whether\nor not any action shall be taken on account of any such infringements or\nimitations, and shall bear one hundred percent (100%) of the costs of all\nactions or proceedings it elects to take; provided, however, that if Licensor\ndeclines to take action with respect to a particular infringer Licensee may,\nwith Licensor's prior written consent, undertake such action at Licensee's\nexpense.\n\n            6.    Royalties.\n\n                  6.1 (a) Licensee shall pay to Licensor minimum royalties for\neach year during the term of this Agreement as compensation for the License\ngranted hereunder for the use of the Trademarks in the manufacture and sale,\nand\/or importation and sale, of Licensed Products in the Territory.\n\n                        (b) The minimum royalty for each year during the Initial\nTerm hereof (as defined in paragraph 8 hereof) shall be the following amounts,\nfixed in U.S. dollars:\n\n\n                                       11\n   13\n\n\n                        Year 1         [***]\n                        Year 2         [***]\n                        Year 3         [***]\n                        Year 4         [***]\n                        Year 5         [***]\n\n                        (c) The minimum royalty for each year during the \"First\nRenewal Period\" (as defined in paragraph 8 hereof) shall be as follows, in\n[***] yen:\n\n                        Year 6         [***]\n                        Year 7         [***]\n                        Year 8         [***]\n                        Year 9         [***]\n                        Year 10        [***]\n\n                        (d) The minimum royalty for each year during the \"Second\nRenewal Period\" (as defined in paragraph 8 hereof) shall be as follows, in\n[***] yen:\n\n                        Year 11        [***]\n                        Year 12        [***]\n                        Year 13        [***]\n                        Year 14        [***]\n                        Year 15        [***]\n\n                        (e) Within thirty (30) days after Licensee gives\nLicensor notice, pursuant to paragraph 8 hereof, that it is exercising its\noption to extend the term of this Agreement for each of the First Renewal Period\nand the Second Renewal Period, Licensor and Licensee shall confer and agree upon\nan exchange rate which shall be applied to all minimum royalty payments\nthroughout the First Renewal Period and the Second Renewal Period, respectively,\nand that agreed upon exchange rate shall thereafter be applied throughout each\nsuch ensuing Renewal Period, unless the parties mutually agree to modify such\nexchange rate.\n\n                        (f) Minimum royalties for each year shall be paid in\ntwelve (12) equal monthly installments on the last day of each month during the\nterm hereof, commencing with the first payment in the amount of [***] on\nMarch 31, 1998. No credit shall be permitted against minimum royalties payable\nin any year on account of earned or minimum royalties paid in any other year,\nand minimum royalties shall not be returnable. For the purposes of this\nAgreement, the term \"year\" shall mean a period of twelve (12) months commencing\non each March 1 during the term of this Agreement.\n\n\n                                       12\n   14\n\n\n                  6.2 Licensee shall pay to Licensor earned royalties based on\nthe net sales price of all Licensed Products manufactured or imported and sold\nby Licensee hereunder. Earned royalties shall be an amount equal to the \"Earned\nRoyalty Percentage Rate\" (as defined in Schedule D hereto) applied to the net\nsales price of all Licensed Products sold under this Agreement, including,\nwithout limitation, any sales made pursuant to the terms of paragraphs 3.2 and\n10 hereof. Licensee shall prepare or cause to be prepared statements of\noperations for the period commencing on the date hereof and ending on August 31,\n1998 and for each six-month period ending the last day of August and February in\neach new year hereof, hereof, which shall be furnished to Licensor together with\npayment of the earned royalties due, if any, for each such six-month period\n(less minimum royalties due for such year) no later than October 31 (for each\nperiod ending on the last day of August) and April 30 (for each period ending on\nthe last day of February). The term \"net sales price\" shall mean the gross sales\nprice to retailers who are not affiliates of Licensee or, with respect to\nLicensed Products that are not sold directly or indirectly to retailers, other\nultimate consumers (as in the case of accommodation sales by Licensee to its\nemployees or sales by Licensee in its own shops), of all sales of Licensed\nProducts under this Agreement, less trade discounts, merchandise returns, sales\ntax or VAT taxes. No other deductions shall be taken. Any merchandise returns\nshall be credited in the six (6) month period in which the returns are actually\nmade. For purposes of this Agreement, affiliates of Licensee shall mean all\npersons and business entities, whether corporations, partnerships, joint\nventures or otherwise, which now or hereafter control, or are owned or\ncontrolled, directly or indirectly by Licensee, or are under common control with\nLicensee. It is the intention of the parties that royalties will be based on the\nbona fide wholesale prices at which Licensee sells Licensed Products to\nindependent retailers in arms' length transactions. In the event Licensee shall\nsell Licensed Products to its affiliates, royalties shall be calculated on the\nbasis of such a bona fide wholesale price irrespective of Licensee's internal\naccounting treatment of such sale. Licensee shall identify separately in the\nstatements of operations provided to Licensor pursuant to paragraph 7.1 hereof,\nall sales to affiliates. Notwithstanding anything to the contrary contained\nherein, and except as may otherwise be agreed by Licensor and Licensee with\nrespect to any particular items of Licensed Products, no earned royalties shall\nbe due hereunder with respect to sales of Licensed Products which Licensee has\nacquired from other licensees of Licensor, unless Licensee acquires such\nproducts at a price which is equal to or less than [***] percent [***] off\nthe regular wholesale price therefor, or the factory cost thereof plus [***]\npercent [***]. Licensor and Licensee anticipate that such products may include\nWomen's Collection products, luggage and handbags.\n\n                  6.3 If the payment of any installment of royalties is delayed\nfor any reason, interest shall accrue on the unpaid principal amount of such\ninstallment from and after the date which is 10 days after the date the same\nbecame due pursuant to paragraphs 6.1 or 6.2 hereof at the prime rate of\ninterest in effect from time to time at Chase Manhattan Bank, New York, New York\nor any successor bank.\n\n\n                                       13\n   15\n\n\n                  6.4 The obligation of Licensee to pay royalties hereunder\nshall be absolute notwithstanding any claim which Licensee may assert against\nLicensor or the Design Partnership. Licensee shall not have the right to\nset-off, compensate or make any deduction from such royalty payments for any\nreason whatsoever.\n\n                  6.5 All references to dollars in this Agreement shall, except\nas otherwise expressly provided herein, mean U.S. dollars. All royalties due\nhereunder shall be paid in U.S. dollars. The currency conversion to U.S. dollars\nfor each six-month accounting period shall be made: (i) with respect to earned\nroyalties on net sales of Licensed Products up to the \"Trigger Point\" (as\ndefined in Schedule D hereto), at the \"Fixed Exchange Rate\" (as hereinafter\ndefined), and (ii) with respect to earned royalties on net sales of Licensed\nProducts in excess of the Trigger Point, at the spot conversion rate published\nby the Bank of Tokyo-Mitsubishi for the day on which the accounting statement\nand payment pursuant to paragraph 6.2 hereof. The term \"Fixed Exchange Rate\"\nshall mean the exchange rate agreed to by Licensor and Licensee with respect to\neach of the First Renewal Period and the Second Renewal Period, as set forth in\nparagraph 6.1(e) hereof, and with respect to the Initial Term hereof, the Fixed\nExchange Rate shall be 110 yen to one (1) U.S. dollar. The amount of royalties\nto be paid to Licensor by Licensee hereunder has been determined on the\nunderstanding that Licensee will be entitled to deduct any required withholding\ntaxes and Licensor will be entitled to a tax credit for United States federal\nincome tax purposes equal to the amount of any tax imposed in Japan upon\nLicensor's royalties, whether imposed by withholding or otherwise. Licensee\nshall provide Licensor with all information and documentation necessary in order\nfor the Licensor to secure such tax credits. In the event that any such Japan\ntax is not so available as a credit for United States federal income tax\npurposes for the period when paid, the royalty to be paid hereunder shall be\nrenegotiated to reflect the actual loss of revenue to Licensor.\n\n            7.    Accounting.\n\n                  7.1 Licensee shall at all times keep an accurate account of\nall operations within the scope of this Agreement and shall render a full\nstatement of such operations in writing to Licensor in accordance with paragraph\n6.2 hereof. Such statements shall account separately for each different product\ncategory and shall include all aggregate gross sales, trade discounts,\nmerchandise returns, sales of miscuts and damaged merchandise and net sales\nprice of all sales for the previous six-month period. Such statements shall be\nin sufficient detail to be audited from the books of Licensee. Once annually,\nwhich may be in connection with the regular annual audit of Licensee's books,\nLicensee shall furnish an annual statement of the aggregate gross sales, trade\ndiscounts, merchandise returns and net sales price of all Licensed Products made\nor sold by Licensee certified by Licensee's chief financial officer or, if\nLicensee's records are examined by an independent accountant, by such\nindependent accountant. Each six-month financial statement furnished by Licensee\nshall be certified by the chief financial officer of Licensee.\n\n\n                                       14\n   16\n\n\n                  7.2 At least once annually and no later than 90 days after the\nclose of Seibu's fiscal year, Seibu will furnish to Licensor a profit and loss\nstatement and balance sheet covering its fiscal year which shall be certified by\nthe independent auditor for Seibu. All financial statements required to be\nfurnished herein shall be prepared in accordance with generally accepted\naccounting principles and any officer's certificate relative thereto shall state\nthat such statements are true, complete and correct in all material respects and\npresent fairly the financial position of Seibu as of the respective date of the\nbalance sheets and the results of operations for the respective periods covered.\n\n                  7.3 Licensor and its duly authorized representatives, on\nreasonable notice, shall have the right, no more than once in each year during\nregular business hours, for the duration of the term of this Agreement and for\none (1) year after the expiration of the disposal period set forth in paragraph\n10.2 hereof, to examine the books of account and records and all other\ndocuments, materials and inventory in the possession or under the control of\nLicensee and its successors with respect to the statements and information\nrequired pursuant to paragraphs 4.6, 6.2 and 7.1 hereof. All such books of\naccount, records and documents shall be maintained and kept available by\nLicensee for at least the duration of this Agreement and for three (3) years\nthereafter. Licensor shall have free and full access thereto in the manner set\nforth above and shall have the right to make copies and\/or extracts therefrom.\nIf as a result of any examination of Licensee's books and records it is shown\nthat Licensee's payments to Licensor hereunder with respect to any twelve (12)\nmonth period were less than or greater than the amount which should have been\npaid to Licensor by an amount equal to two percent (2%) of the amount which\nshould have been paid during such twelve (12) month period, Licensee will, in\naddition to reimbursement of any underpayment, with interest from the date on\nwhich each payment was due at the rate set forth in paragraph 6.3 hereof,\npromptly reimburse Licensor for the cost of such examination.\n\n            8.    Term.\n\n                  (a) The term of this Agreement shall commence as of the date\nhereof and shall terminate on February 28, 2003 (the \"Initial Term\").\n\n                  (b) If no Event of Default (as defined in paragraph 9.1\nhereof) shall have occurred and not been cured or waived, and Licensee has\nachieved the \"First Minimum Renewal Volume\" (as such term is hereinafter\ndefined) for the period March 1, 2001 to February 28, 2002, Licensee shall have\nthe option, upon providing notice to Licensor on or before June 30, 2002, to\nrenew this Agreement for an additional five (5) year period (the \"First Renewal\nTerm\") so as to expire on February 28, 2008, on the terms and conditions set\nforth herein. The First Minimum Renewal Volume which Licensee must achieve in\nconnection with sales of Licensed Products during the period from March 1, 2001\nto February 28, 2002 in order to be\n\n\n                                       15\n   17\n\n\nentitled to renew this Agreement for a second term as hereinabove provided shall\nbe [***] yen [***].\n\n                  (c) If no Event of Default (as defined in paragraph 9.1\nhereof) shall have occurred and not been cured or waived, and Licensee has\nachieved the \"Second Minimum Renewal Volume\" (as such term is hereinafter\ndefined) for the period March 1, 2006 to February 28, 2007, Licensee shall have\nthe option, upon providing notice to Licensor on or before June 30, 2007, to\nrenew this Agreement for an additional five (5) year period (the \"Second Renewal\nTerm\") so as to expire on February 28, 2013, on the terms and conditions set\nforth herein, except that there shall be no further option of renewal. The\nSecond Minimum Renewal Volume which Licensee must achieve in connection with\nsales of Licensed Products during the period from March 1, 2006 to February 28,\n2007 in order to be entitled to renew this Agreement for a second term as\nhereinabove provided shall be [***] yen [***].\n\n                  (d) It is expressly understood that only the company (which\nmay be Licensee) whose licensed term covers the period subsequent to the\nexpiration of this Agreement shall be entitled to receive designs for Licensed\nProducts intended to be sold after the expiration of this Agreement, and to make\npresentations of such Licensed Products during the market presentation weeks\nthat relate to such subsequent period, even if such market presentation occurs\nprior to the termination of this Agreement. Without limiting the generality of\nthe foregoing, in the event the term hereof is not renewed or extended, the last\nseason for which Licensee shall be entitled to receive designs and, during the\nterm hereof, to manufacture and sell Licensed Products shall be the\nCruise\/Holiday immediately preceding the expiration of the term hereof, and\nLicensor shall be entitled to undertake, directly or through a successor\nlicensee, all activities associated with the design, manufacture and sale of\nLicensed Products commencing with the Spring season immediately following the\nexpiration of the term hereof.\n\n            9.    Default; Change of Control.\n\n                  9.1 Each of the following shall constitute an event of default\n(\"Event of Default\") hereunder:\n\n                        (i) Any installment of royalty payments is not paid when\n      due and such default continues for more than fifteen (15) days after\n      written notice thereof to Licensee; or\n\n                        (ii) Licensee shall, after thirty (30) days' written\n      notice from Licensor, continue to fail to timely present for sale to the\n      trade a broadly representative and fair collection of each seasonal\n      collection of Licensed Products designed by the Design Partnership under\n      the Design Agreement, or Licensee again shall fail to timely ship to its\n      customers a\n\n\n                                       16\n   18\n\n\n      material portion of the orders of Licensed Products it has accepted after\n      it has received thirty (30) days' written notice from Licensor stating\n      that Licensee has failed on a recurring basis to so timely ship in the\n      past and that such a failure in the future shall constitute an Event of\n      Default hereunder; or\n\n                        (iii) Licensee defaults in performing any of the other\n      terms of this Agreement and continues in such default for a period of\n      thirty (30) days after notice thereof (unless the default cannot be cured\n      within such thirty (30) day period and Licensee shall have commenced to\n      cure the default and proceeds diligently thereafter to cure within an\n      additional fifteen (15) day period); or\n\n                        (iv) Licensee fails within fifteen (15) days after\n      written notice that payment is overdue to pay for any Licensed Products or\n      materials, trim, fabrics, packaging or services relating to Licensed\n      Products purchased by Licensee from Licensor or any agent or licensee of\n      Licensor or any other supplier of such items; or\n\n                        (v) If Licensee shall, after thirty (30) days' written\n      notice from Licensor, continue to use the Trademarks in an unauthorized or\n      improper manner and\/or if Licensee shall make an unauthorized disclosure\n      of confidential information or materials given or loaned to Licensee by\n      Licensor or the Design Partnership which, unless it relates to designs or\n      business plans for upcoming seasons, is expressly designated by Licensor\n      or the Design Partnership as confidential when so given or loaned; or\n\n                        (vi) Licensee or Seibu institutes proceedings seeking\n      relief under a bankruptcy act or any similar law, or consents to entry of\n      any order for relief against it in any bankruptcy or insolvency proceeding\n      or similar proceeding, or files a petition for or consent or answer\n      consenting to reorganization or other relief under any bankruptcy act or\n      other similar law, or consents to the filing against it of any petition\n      for the appointment of a receiver, liquidator, assignee, trustee,\n      custodian, sequestrator (or other similar official) of it or of any\n      substantial part of its property, or a proceeding seeking such an\n      appointment shall have been commenced without Licensee's or Seibu's\n      consent and shall continue undismissed for sixty (60) days or an order\n      providing for such an appointment shall have been entered, or makes an\n      assignment for the benefit of creditors, or admits in writing its\n      inability, to pay its debts as they become due or fails to pay its debts\n      as they become due, or takes any action in furtherance of the foregoing;\n      or\n\n                        (vii) Licensee or Seibu transfers or agrees to transfer\n      substantially all of its property; or\n\n\n                                       17\n   19\n\n\n                        (viii)The calling of a meeting of creditors, appointment\n      of a committee of creditors or liquidating agents, or offering a\n      composition or extension to creditors by, for or of Licensee or Seibu; or\n\n                        (ix) There shall be a direct or indirect change in\n      control of Licensee in violation of the provisions of paragraph 9.3\n      hereof; or\n\n                        (x) An event of default occurs under the guarantee\n      agreement referred to in paragraph 2.10 hereof or under the Design\n      Agreement, or any other license agreement entered into between Licensor\n      and Licensee or design agreement between Licensee and the Design\n      Partnership; or\n\n                        (xi) There shall be a change in control of Licensee such\n      that Seibu Department Stores, Ltd. no longer controls, 100% of the issued\n      and outstanding voting stock of Licensee or 100% of the equity interest of\n      Licensee or (b) Hiroshi Kometani is no longer in all material respects\n      responsible with individual authority as officer of Licensee, to\n      unconditionally bind Licensee in connection with the operations\n      contemplated by this Agreement, including, without limitation, the\n      performance of Licensee's duties and obligations under this Agreement,\n      unless Licensor approves a successor to Hiroshi Kometani within six (6)\n      months after he ceases to function in such capacity, which approval will\n      not unreasonably be withheld; or\n\n                        (xii) Licensee shall have failed to perform any material\n      term, covenant or agreement on its part to be performed under any\n      agreement or instrument (other than this Agreement) evidencing or securing\n      or relating to any indebtedness owing by Licensee, if the effect of such\n      failure is to accelerate the maturity of such indebtedness, or to permit\n      the holder or holders of such indebtedness to cause such indebtedness to\n      become due prior to the stated maturity thereof, regardless of whether or\n      not such failure to perform will be waived by the holder or holders of\n      such indebtedness.\n\n                  9.2 If any Event of Default described in paragraphs 9.1(i),\n(ii), (iii), (iv), (v), (ix), (x), (xi) or (xii) shall occur, Licensor shall\nhave the right, exercisable in its sole discretion, to terminate this Agreement\nand the License upon ten (10) days' written notice to Licensee of its intention\nto do so, and upon the expiration of such ten (10) day period, this Agreement\nand the License shall terminate and come to an end. If the Event of Default\ndescribed in paragraphs 9.1(vi), (vii) or (viii) shall occur, this Agreement and\nthe License shall thereupon forthwith terminate and come to an end without any\nneed for notice to Licensee. This Agreement will terminate automatically upon\nthe expiration or termination for any reason whatsoever of the Design Agreement.\nAny termination of this Agreement shall be without prejudice to any remedy of\nLicensor for the recovery of any monies then due it under this Agreement or in\nrespect to any antecedent breach of this Agreement, and without prejudice to any\nother right of Licensor including, without limitation, damages for\n\n\n                                       18\n   20\n\n\nbreach to the extent that the same may be recoverable and Licensee agrees to\nreimburse Licensor for any costs and expenses (including attorneys' fees)\nincurred by Licensor in enforcing its rights hereunder. No assignee for the\nbenefit of creditors, receiver, liquidator, sequestrator, trustee in bankruptcy,\nsheriff or any other officer of the court or official charged with taking over\ncustody of Licensee's assets or business shall have any right to continue the\nperformance of this Agreement.\n\n                  9.3 During the term of this Agreement, Licensee shall not\ndissolve, liquidate or wind-up its business. In addition, Licensee shall not,\nwithout prior written notice to Licensor (i) merge or consolidate with or into\nany other corporation, or (ii) directly or indirectly sell or otherwise dispose\nof all or of a substantial portion of its business or assets. Licensor shall\nhave the option, upon receipt of such notice, to terminate this Agreement upon\nnotice to Licensee.\n\n                  9.4 Licensee shall have the right to terminate this Agreement\nupon one hundred and twenty (120) days' written notice in the event that\npursuant to paragraph 16.7 hereof it is determined that Licensor has defaulted\nin performing any of the terms of this Agreement which default has had a\nmaterial adverse effect on Licensee's ability to exploit its rights hereunder,\nand that Licensor has continued in default for a period of thirty (30) days\nafter notice thereof (unless the default cannot be cured within such thirty (30)\nday period and Licensor shall have commenced to cure the default and proceeds\ndiligently to cure within an additional fifteen (15) day period).\n\n            10.   Disposal of Stock Upon Termination or Expiration.\n\n                  10.1 Within fifteen (15) days following the termination of\nthis Agreement for any reason whatsoever including the expiration of the term\nhereof, and on the last of each month during the disposal period set forth in\nparagraph 10.2 hereof, Licensee shall furnish to Licensor a certificate of\nLicensee listing its inventories of Licensed Products (which defined term for\npurposes of this paragraph 10.1 shall include, but shall not be limited to, all\nfabrics, trim and packaging which are used in the manufacture and marketing of\nLicensed Products) on hand or in process wherever situated. Within fifteen (15)\ndays after delivery of such certificate, Licensor shall have the right to\nconduct a physical inventory of Licensed Products in Licensee's possession or\nunder Licensee's control. Licensor or Licensor's designee shall have the option\n(but not the obligation) to purchase from Licensee all or any part of Licensee's\nthen existing inventory of Licensed Products upon the following terms and\nconditions:\n\n                        (i) Licensor shall notify Licensee of its or its\n      designee's intention to exercise the foregoing within 30 days of delivery\n      of the certificate referred to above and shall specify the items of\n      Licensed Products to be purchased.\n\n\n                                       19\n   21\n\n\n                        (ii) The price for Licensed Products manufactured by or\n      on behalf of Licensee on hand or in process shall be Licensee's standard\n      cost (the actual manufacturing cost) for each such Licensed Product. The\n      price for all other Licensed Products which are not manufactured by\n      Licensee shall be Licensee's landed costs therefor. Landed costs for the\n      purposes hereof means the F.0.B. price (as defined under the INCOTERMS\n      1990 of the International Chamber of Commerce) of the Licensed Products\n      together with customs, duties, and brokerage, freight and insurance.\n\n                        (iii) Licensee shall deliver the Licensed Products\n      purchased within twenty (20) days of receipt of the notice referred to in\n      clause (i) above. Payment of the purchase price for the Licensed Products\n      so purchased by Licensor or its designee shall be payable upon delivery\n      thereof, provided that Licensor shall be entitled to deduct from such\n      purchase price any amounts owed it by Licensee (and\/or to direct payment\n      of any part of such merchandise to any supplier of Licensed Products in\n      order to reduce an outstanding balance due to such supplier from\n      Licensee).\n\n                  10.2 In the event Licensor chooses not to exercise the option\nreferred to in paragraph 10.1 hereof with respect to all or any portion of\nLicensed Products, for a period of one hundred and twenty (120) days after\ntermination of this Agreement for any reason whatsoever, except on account of\nbreach of provisions of paragraph 3, 4 or 6 hereof, Licensee may dispose of\nLicensed Products which are on hand or in the process of being manufactured at\nthe time of termination of this Agreement, provided that (i) Licensee fully\ncomplies with the provisions of this Agreement, including specifically those\ncontained in paragraphs 3, 4 and 6 hereof in connection with such disposal, and\n(ii) said disposal takes place within one hundred and twenty (120) days after\nthe termination or expiration of the term hereof, as the case may be.\n\n                  10.3 Notwithstanding anything to the contrary contained\nherein, in the event that upon the expiration or termination of the term hereof\nfor any reason Licensee has not rendered to Licensor all accounting statements\nthen due, and paid (i) all royalties and other amounts then due to Licensor,\n(ii) all compensation then due to Design Partnership under the Design Agreement\nand (iii) all amounts then due to any supplier of Licensed Products or\ncomponents thereof (collectively, \"Payments\"), Licensee shall have no right\nwhatsoever to dispose of any inventory of Licensed Products in any manner. In\naddition, if during any disposal period Licensee fails timely to render any\naccounting statements, or certificates of inventory as required under paragraph\n10.1 hereof, or to make all Payments when due, Licensee's disposal rights\nhereunder shall immediately terminate without notice.\n\n\n                                       20\n   22\n\n\n            11.   Effect of Termination.\n\n                  11.1 It is understood and agreed that except for the License\nto use the Trademarks only as specifically provided for in this Agreement,\nLicensee shall have no right, title or interest in or to the Trademarks. Upon\nand after the termination of this License, all rights granted to Licensee\nhereunder, together with any interest in and to the Trademarks which Licensee\nmay acquire, shall forthwith and without further act or instrument be assigned\nto and revert to Licensor. In addition, Licensee will execute any instruments\nrequested by Licensor which are necessary to accomplish or confirm the\nforegoing. Any such assignment, transfer or conveyance shall be without\nconsideration other than the mutual agreements contained herein. Licensor shall\nthereafter be free to license to others the right to use the Trademarks in\nconnection with the manufacture and sale of the Licensed Products covered\nhereby, and Licensee will refrain from further use of the Trademarks or any\nfurther reference to them, direct or indirect, or any other trademark, trade\nname or logo that is confusingly similar to the Trademarks, or associated with\nthe Trademark in any way, in connection with the manufacture, sale or\ndistribution of Licensee's products, except as specifically provided in\nparagraph 10 hereof. It is expressly understood that under no circumstances\nshall Licensee be entitled, directly or indirectly, to any form of compensation\nor indemnity from Licensor or the Design Partnership or their affiliates, as a\nconsequence to the termination of this Agreement, whether as a result of the\npassage of time, or as the result of any other cause of termination referred to\nin this Agreement. Without limiting the generality of the foregoing, by its\nexecution of the present Agreement, Licensee hereby waives any claim which it\nhas or which it may have in the future against Licensor, the Design Partnership\nor their affiliates, arising from any alleged goodwill created by Licensee for\nthe benefit of any or all of the said parties or from the alleged creation or\nincrease of a market for Licensed Products. Licensee does not hereby waive any\nclaim which might arise against Licensor for damages as a result of any breach\nof this Agreement by Licensor.\n\n                  11.2 Licensee acknowledges and admits that there would be no\nadequate remedy at law for its failure (except as otherwise provided in para-\ngraph 10 hereof) to cease the manufacture or sale of the Licensed Products\ncovered by this Agreement at the termination of the License, and Licensee agrees\nthat, notwithstanding anything to the contrary contained in paragraph 16.7\nhereof, in the event of such failure Licensor shall be entitled to equitable\nrelief by the way of temporary and permanent injunction and such other and\nfurther relief as any court with jurisdiction may deem just and proper.\n\n            12. Showroom. Licensee represents that a separate showroom for the\npresentation and sale of the Licensed Products will be established and staffed\nand Licensee agrees to maintain, operate, decorate and staff the showroom in a\nmanner consistent with that of the showrooms established for the presentation\nand sale of Licensor's products. Licensee shall consult with Licensor with\nrespect to the design,\n\n\n                                       21\n   23\n\n\nlayout, decoration and staffing of the showroom and all expenses incurred with\nrespect to the design, construction, operation and maintenance of such showroom\nshall be borne by Licensee.\n\n            13.   Indemnity.\n\n                  13.1 Licensor shall indemnify and hold harmless Licensee from\nand against any and all liability, claims, causes of action, suits, damages and\nexpenses (including reasonable attorneys' fees and expenses in actions involving\nthird parties or between the parties hereto) which Licensee is or becomes liable\nfor, or may incur solely by reason of its use within the Territory, in strict\naccordance with the terms and conditions of this Agreement, of the Trademarks or\nthe designs furnished to Licensee by Licensor or the Design Partnership, to the\nextent that such liability arises through infringement of another's design\npatent, trademark, copyright or other proprietary rights; provided, however,\nthat Licensee gives Licensor prompt notice of, and full cooperation in the\ndefense against, such claim. If any action or proceeding shall be brought or\nasserted against Licensee in respect of which indemnity may be sought from\nLicensor under this paragraph 13.1, Licensee shall promptly notify Licensor\nthereof in writing, and Licensor shall assume and direct the defense thereof.\nLicensee may thereafter, at its own expense, be represented by its own counsel\nin such action or proceeding. Licensor shall, promptly after a request from\nLicensee no more than once each year, provide Licensee with an updated list of\nthe trademark applications and registrations it owns in the Territory.\n\n                  13.2 To the extent not inconsistent with paragraph 13.1\nhereof, Licensee shall indemnify and save and hold Licensor, the Design\nPartnership and Ralph Lauren, individually, harmless from and against any and\nall liability, claims, causes of action, suits, damages and expenses (including\nreasonable attorneys' fees and expenses in actions involving third parties or\nbetween the parties hereto), which they, or any of them, are or become liable\nfor, or may incur, or be compelled to pay by reason of any acts, whether of\nomission or commission, that may be committed or suffered by Licensee or any of\nits servants, agents or employees in connection with Licensee's performance of\nthis Agreement, including Licensee's use of Licensee's own designs, in\nconnection with Licensed Products manufactured by or on behalf of Licensee or\notherwise in connection with Licensee's business.\n\n            14. Insurance. Licensee shall carry product liability insurance with\nlimits of liability in the minimum amount, in addition to defense costs, of\n$2,000,000 per occurrence and $2,000,000 per person and Licensor, Polo Ralph\nLauren Corporation, the Design Partnership and Ralph Lauren, individually, shall\nbe named therein as insureds, as their interests may appear. The maximum\ndeductible with respect to such insurance shall be $25,000. Licensee shall,\npromptly after the signing of this Agreement, deliver to Licensor a certificate\nof such insurance from the insurance carrier, setting forth the scope of\ncoverage and the limits of liability and providing that the policy may not be\ncanceled or amended without at least thirty (30)\n\n\n                                       22\n   24\n\n\ndays' prior written notice to Licensor, the Design Partnership and Ralph Lauren,\nindividually.\n\n            15.   Disclosure.\n\n                  15.1 Licensor and Licensee, and their affiliates, employees,\nattorneys, accountants and bankers shall hold in confidence and not use or\ndisclose, except as permitted by this Agreement, (i) confidential information of\nthe other or (ii) the terms of this Agreement, except upon consent of the other\nor pursuant to, or as may be required by law, or in connection with regulatory\nor administrative proceedings and only then with reasonable advance notice of\nsuch disclosure to the other. Licensee shall take all reasonable precautions to\nprotect the secrecy of the material used pursuant to this Agreement prior to the\ncommercial distribution or the showing of samples for sale, and shall not sell\nany merchandise employing or adapted from any of said designs sketches, artwork,\nlogos, and other materials or their use except under the Trademark.\n\n                  15.2 Licensee agrees that all press releases and other public\nannouncements related to Licensor's operations hereunder, shall be subject to\napproval by Licensor, and that each request for a statement, release or other\ninquiry shall be sent in writing to the advertising\/publicity director of\nLicensor for response.\n\n            16.   Miscellaneous.\n\n                  16.1 All notices, requests, consents and other communications\nhereunder shall be in writing and shall be deemed to have been properly given or\nsent (i) on the date when such notice, request, consent or communication is\npersonally delivered or (ii) five (5) days after the same was sent, if sent by\ncertified or registered mail or (iii) two (2) days after the same was sent, if\nsent by overnight courier delivery or confirmed telecopier, as follows:\n\n                        (a)   if to Licensee, addressed as follows:\n\n                              Polo Ralph Lauren Japan Co., Ltd.\n                              Kihoh Bldg. 2-2, Koji-Machi\n                              Chiyoda-ku\n                              Tokyo, 102 Japan\n                              Attention: President\n                              Telecopier: 81.3.3222.0266\n\n\n                                       23\n   25\n\n\n                              With a copy to:\n\n                              The Seibu Department Stores, Ltd.\n                              16-15 Minaini-ikebukuro 1-chome\n                              Toshima-ku, Tokyo 171 Japan\n                              Attention: Manager of International Division\n                              Telecopier: 81.3.5396.5285\n\n                        (b)   if to Licensor, addressed as follows:\n\n                              The Polo\/Lauren Company, L.P.\n                              650 Madison Avenue\n                              New York, New York 10022\n                              Attention: President\n                              Telecopier: 212-318-7186\n\n                              with a copy to:\n\n                              Victor Cohen, Esq.\n                              Eighth Floor\n                              650 Madison Avenue\n                              New York, New York 10022\n                              Telecopier: 212-318-7183\n\nAnyone entitled to notice hereunder may change the address to which notices or\nother communications are to be sent to it by notice given in the manner\ncontemplated hereby.\n\n                  16.2 Nothing herein contained shall be construed to place the\nparties in the relationship of partners or joint venturers, and no party hereto\nshall have any power to obligate or bind any other party hereto in any manner\nwhatsoever, except as otherwise provided for herein.\n\n                  16.3 None of the terms hereof can be waived or modified except\nby an express agreement in writing signed by the party to be charged. The\nfailure of any party hereto to enforce, or the delay by any party in enforcing,\nany of its rights hereunder shall not be deemed a continuing waiver or a\nmodification thereof and any party may, within the time provided by applicable\nlaw, commence appropriate legal proceedings as set forth in paragraphs 11.2 and\n16.7 hereof to enforce any and all of such rights. All rights and, except as\nprovided in paragraph 16.7 hereof, remedies, provided for herein shall be\ncumulative and in addition to any other rights or remedies such parties may have\nat law or in equity. Any party hereto may employ any of the remedies available\nto it with respect to any of its rights hereunder without prejudice to the use\nby it in the future of any other remedy with respect to any of such rights. No\nperson, firm or corporation other than the parties\n\n\n                                       24\n   26\n\n\nhereto shall be deemed to have acquired any rights by reason of anything\ncontained in this Agreement.\n\n                  16.4 This Agreement shall be binding upon and inure to the\nbenefit of the successors and permitted assigns of the parties hereto. Licensor\nmay assign all or any portion of the royalties payable to Licensor hereunder, as\ndesignated by Licensor, and in addition, Licensor may, upon thirty (30) days'\nwritten notice to Licensee, assign all of its rights, duties and obligations\nhereunder to any entity to which the Trademarks, or the right to use the\nTrademarks, has been transferred, or to an affiliate of any such entity. The\nrights granted to Licensee hereunder are unique and personal in nature, and\nneither this Agreement nor the License may be assigned by Licensee without\nLicensor's prior written consent. Any attempt by Licensee to transfer any of its\nrights or obligations under this Agreement, whether by assignment, sublicense or\notherwise, without having received the prior written consent of Licensor shall\nconstitute an Event of Default, but shall otherwise be null and void. Licensee\nmay employ subcontractors subject to the prior approval of Licensor for the\nmanufacture of the Licensed Products; provided, however, that in any event, (i)\nthe supervision of production of Licensed Products shall remain under the\ncontrol of Licensee, (ii) Licensee shall maintain appropriate quality controls\nto assure compliance with the quality standards set forth herein, (iii) such\nsubcontractors shall comply with all other requirements of Licensor consistent\nwith the terms of this Agreement, including, but not limited to, the execution\nby subcontractor of a Trademark and Design Protection Agreement in the form\nannexed hereto as Exhibit F, (ii) Licensee shall cause such subcontractors to\nsell off any seconds or defective merchandise exclusively to Licensee, and shall\nbe responsible for ensuring that such subcontractors do not violate any customs,\nquota or other such laws, rules and regulations, or any laws, rules or\nregulations in respect of the use of child labor, wages, workplace safety,\nenvironmental compliance and all related matters.\n\n                  16.5 Licensee shall comply with all laws, rules, regulations\nand requirements of any governmental body which may be applicable to the\noperations of Licensee contemplated hereby, including, without limitation, as\nthey relate to the manufacture, importation, distribution, sale or promotion of\nLicensed Products, notwithstanding the fact that Licensor may have approved such\nitem or conduct. Nothing contained herein or in the Design Agreement shall\nobligate either party hereto to act in violation of any applicable law, rule,\nregulation or requirement of any governmental body, including, without\nlimitation, the Antimonopoly Act of Japan.\n\n                  16.6 This Agreement shall be construed in accordance with and\ngoverned by the laws of the State of New York, applicable to contracts made and\nto be wholly performed therein without regard to its conflicts of law rules.\n\n                  16.7.1 The parties hereby consent to the jurisdiction of the\nUnited States District Court for the Southern District of New York and of any of\nthe\n\n\n                                       25\n   27\n\n\ncourts of the Southern District of New York and of any of the courts of the\nState of New York located within the Southern District in any action by Licensor\nto enforce its rights pursuant to paragraph 11.2 hereof, and agree further that\nservice of process or notice in any such action, suit or proceeding shall be\neffective if in writing and delivered as provided in paragraph 16.1 hereof.\nNotwithstanding anything to the contrary set forth herein, neither Polo Ralph\nLauren, L.P., Polo Ralph Lauren Corporation nor any other general or limited\npartner of Licensor shall be liable for any claim based on, arising out of, or\notherwise in respect of, this Agreement, and Licensee shall not have nor claim\nto have any recourse for any such claim against any general or limited partner\nof Licensor.\n\n                  16.7.2 Except as provided for in paragraph 16.7.1 hereof, in\nthe event that (i) there is a dispute, controversy or claim arising out of or\nrelating to this Agreement or the breach, termination or validity thereof\n(hereinafter referred to as a \"Controversy\"), and (ii) the parties hereto have\nnot resolved such Controversy within sixty (60) days (or such other period of\ntime as the parties hereto may at the time agree upon) after either party gives\nwritten notice of such Controversy to the other, then the Controversy in\nquestion shall, at the request of either party, be finally settled by\narbitration in accordance with the Commercial Arbitration Rules (the \"Rules\") of\nthe American Arbitration Association (\"AAA\"), as such rules may be modified\nherein.\n\n                  16.7.3 An award rendered in connection with an arbitration\npursuant to this Section shall, absent appealable error, be final and binding on\nthe parties and judgment upon such an award may be entered and enforced in any\ncourt of competent jurisdiction; provided, however, that nothing contained in,\nnor the exercise of any rights under, this paragraph 16.7 shall be construed to\nlimit or preclude a party from bringing an action in any court of competent\njurisdiction before or during the pendency of any arbitration proceedings for\ninjunctive or other provisional relief to compel the other party to comply with\nits obligations hereunder. The pursuit of provisional remedies shall not\nconstitute a waiver of the right of either party, including the plaintiff, to\nsubmit the controversy or claim to arbitration.\n\n                  16.7.4 All arbitration proceedings under this Section shall be\nheld in New York City.\n\n                  16.7.5 The parties hereto shall mutually agree on an\narbitrator; provided, however, that if the parties are unable to agree upon a\nsole arbitrator within ten (10) days after either party has, by written notice\nto the other, requested arbitration then the arbitration panel shall be composed\nof three (3) arbitrators. In that case, each party shall, within twenty-one (21)\ndays after either party has by written notice to the other requested arbitration\n(in accordance with the Rules), appoint one (1) arbitrator (and notify the other\nparty in writing of such appointment), and the two (2) arbitrators so appointed\nshall jointly select, within fifteen (15) days after their appointment, a third\narbitrator to act as chairperson. If (i) either party fails\n\n\n                                       26\n   28\n\n\nto notify the other party in writing of its appointment of an arbitrator within\nthe aforesaid twenty-one (21) day period, or (ii) the two (2) party-appointed\narbitrators fail to appoint a third arbitrator within said fifteen (15) days of\ntheir appointment, or (iii) any person appointed as an arbitrator by either\nparty cannot continue to serve, and the party by whom such arbitrator was\nappointed shall fail to appoint a successor arbitrator within ten (10) days\nafter such arbitrator's inability to serve becomes known to the parties, the\nsuccessor arbitrator shall be appointed by the AAA in accordance with the Rules,\nbut in no event later than fifteen (15) days after the AAA is first requested in\nwriting to make such appointment in accordance with this paragraph 16.4. Each\narbitrator shall possess the requisite experience and expertise in respect of\nthe matters to which the Controversy relates to enable him or her to perform his\nor her arbitral duties competently.\n\n                  16.7.6 Each party shall bear and pay the cost of the\narbitrator appointed by it, and its other costs, including attorneys' fees. The\ncost of the sole or third arbitrator and of any hearing transcript shall be\ndivided equally between the parties.\n\n                  16.7.7 All arbitration proceedings under this Section shall be\ngoverned by the laws of the State of New York.\n\n                  16.7.8 Each party shall be given not less than forty-five (45)\ndays' advance written notice of the time and place of any arbitration hearing.\nThe arbitration hearing shall be held no later than sixty (60) days after the\nappointment of the arbitration panel, and the arbitration panel shall render its\naward or decision no later than thirty (30) days after the closing of the\narbitration hearing.\n\n                  16.7.9 The arbitrator(s) shall be guided, but not bound, by\nthe Federal Rules of Evidence and by the Federal Rules of Civil Procedure. Any\ndiscovery shall be limited to information directly relevant to the controversy\nor claim in arbitration and shall be concluded within forty-five (45) days after\nthe appointment of the arbitration panel.\n\n                  16.7.10 Each party agrees to cooperate fully with any such\narbitrator(s) and to use its best efforts to respond to all reasonable requests\nof such arbitrator(s).\n\n                  16.8 The provisions hereof are severable, and if any provision\nshall be held invalid or unenforceable in whole or in part in any jurisdiction,\nthen such invalidity or unenforceability shall affect only such provision, or\npart thereof in such jurisdiction and shall not in any manner affect such\nprovision in any other jurisdiction, or any other provision in this Agreement in\nany jurisdiction. To the extent legally permissible, an arrangement which\nreflects the original intent of the parties shall be substituted for such\ninvalid or unenforceable provision.\n\n\n                                       27\n   29\n\n\n                  16.9 The paragraph headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement. Any ambiguity in this Agreement shall not be\nconstrued against the party who prepared this Agreement.\n\n                  16.10 This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nor caused the same to be executed by a duly authorized officer as of the day and\nyear first above written.\n\n\n                           THE POLO\/LAUREN COMPANY, L.P.\n                           By: Polo Ralph Lauren, L.P.\n                                    General Partner\n                           By: Polo Ralph Lauren Corporation\n                                    General Partner\n\n\n                           By:    \/s\/  Michael J. Newman\n                              ---------------------------------\n                                       Michael J. Newman\n\n                           Polo Ralph Lauren Japan Co. Ltd.\n\n\n                           By:     \/s\/ Hiroshi Kometani\n                              ---------------------------------\n                                       Hiroshi Kometani\n   \nAcknowledged and Agreed:\n\nThe Seibu Department Stores, Ltd.\n\n\nBy:    \/s\/ Hiroshi Kometani\n   -----------------------------\n           Hiroshi Kometani\n\n\n                                       28\n   30\n\n\n                                                                      Schedule A\n\n\n                                LICENSED PRODUCTS\n\nLicensed Products shall mean the following products bearing one of the\nTrademarks as designated by Licensor, in its sole discretion:\n\n      1. \"Menswear Licensed Products\", as follows: men's suits, jackets, slacks,\njeans, overcoats, top coats, sports outerwear, sweaters, knit shirts, dress\nshirts, sport shirts, raincoats, scarves, robes, socks, gloves, handkerchiefs,\nunderwear, pajamas, ties (including bow ties, ascot ties, pocket squares and\ncummerbunds) hats and caps and such other items as may from time-to-time be\ndesignated by the Design Partnership. If Licensor is able, during the term\nhereof, to reach an arrangement with Kokan Hanbai K.K. (\"Kokan\") by which Kokan\nwould no longer be required to act as Licensee's sublicensee for men's and boy's\nunderwear bearing the Trademark in the Territory (\"Men's Underwear\"), Licensor\nshall have the right to terminate Licensee's rights with respect to Men's\nUnderwear upon thirty (30) days' written notice; provided, however, that upon\nsuch termination Licensor shall pay Licensee an amount equal to two (2) times\nthe amount of royalties and compensation paid by Licensee to Licensor hereunder\nand under the Design Agreement on sales of Men's Underwear during the contract\nyear immediately preceding the year in which such termination takes place.\n\n      2. \"Boyswear Licensed Products\", sizes 4-20, as follows: boy's dress, knit\nand woven sport shirts, suits, sportcoats, vests, sweaters, topcoats, neckwear,\nlong and short pants and slacks, jeans, socks, gloves, underwear, pajamas, hats\nand caps, handkerchiefs and swimsuits, and such other items as may from\ntime-to-time be designated by the Design Partnership.\n\n      3. \"Girlswear Licensed Products\", sizes 3-14, as follows: shirts, blouses,\nknit shirts, dresses, coats, sport jackets, sweaters, slacks, jeans, socks,\ngloves, hats, scarves, swimwear, handkerchiefs and skirts and such other items\nas may from time-to-time be designated by the Design Partnership.\n\n      4. \"Infants and Toddlers Licensed Products\", as follows: newborn, infant\nand toddler apparel including, without limitation, playwear, sportswear,\nouterwear and sleepwear.\n\n      5. \"Leather Goods Licensed Products\", as follows: personal leather goods,\nluggage and ladies' handbags, including, but not limited to wallets, portfolios,\nkey cases, eyeglass cases, girls' schoolbags, jewelry boxes, cosmetic cases (but\nnot cosmetics), document bags, executive stationery accessories, brief cases,\nattache cases and men's toiletry accessories (but not men's toiletries),\nemploying, subject to the approval of Licensor, fabrics or synthetic leather\nsubstitutes, and men's, women's and\n\n\n                                       29\n   31\n\n\nchildren's belts, suspenders and watch bands; provided, however, that in the\nevent Licensor grants a license with respect to the manufacture and sale of\nwatches in a territory which includes the Territory, Licensor shall have the\nright to terminate Licensee's rights in respect of watch bands upon ninety (90)\ndays' notice, although Licensee shall have the right to fulfill all orders for\nwatch bands taken prior to being given notice of such termination.\n\n      6. \"Women's Licensed Products\", as follows: shirts, blouses, skirts,\ndresses, jackets, suits, sweaters, pants, shorts, jeans, vests, coats,\nraincoats, scarves, outerwear, hosiery (including sheer hosiery and panty hose),\ngloves, hats and caps, and jewelry and such other items as may from time-to-time\nbe designated by the Design Partnership. Women's Licensed Products shall include\nboth higher quality ready-to-wear apparel, and apparel having a \"work\",\n\"western\" or \"roughwear\" look. Women's Licensed Products shall include products\ndesignated by Licensor as \"Women's Collection Products\". Women's Licensed\nProducts shall also include swimwear; provided, however, that such rights may be\nterminated upon one hundred and eighty (180) days' written notice in the event\nthat Licensor wishes to grant a license with respect to women's swimwear in the\nTerritory to a third party under circumstances which, pursuant to paragraph 2.12\nhereof, would not result in Licensee having a right of first of first refusal.\n\n      7. \"Golf Licensed Products\", which term shall mean such items of men's,\nwomen's and children's apparel and accessories as Licensor may from time-to-time\ndevelop and merchandise as part of its regular golf program.\n\n      8. \"Ski Licensed Products\", which term shall mean such items of men's,\nwomen's and children's apparel and accessories as Licensor may from time-to-time\ndevelop and merchandise as part of its regular ski program.\n\n      9. Umbrellas.\n\n      10. \"Home Furnishings Licensed Products\", as follows:\n\n            (a)   Bath:\n\n                  Bath rugs, bath robes, shower curtains (plastic and fabric),\n                  bath mats, towels (bath, body sheet, finger and face cloth),\n                  toilet seat covers, tank covers, toilet tissue covers, curtain\n                  and window treatments, towel bars, rods, soap dishes, cups,\n                  tissue boxes, waste baskets, hampers, medicine cabinets.\n\n            (b)   Bedroom:\n\n                  Sheets, pillow cases, shams, ruffles, comforters, quilts,\n                  blankets, blanket covers, duvet covers, mattress pads and\n\n\n                                       30\n   32\n\n\n                  covers, headboard covers, draperies, curtains, pillows,\n                  wardrobe and closet accessories (hangers and garment bags that\n                  are not luggage), furniture such as headboards, tables, beds,\n                  mirrors, chests, chairs, vanities, sofas.\n\n            (c)   Living Room and Dining Room:\n\n                  Furniture such as tables, chairs, chests, breakfronts,\n                  credenzas, shelf units and bookcases, desks, sectional\n                  dividers, sofas, cushions; provided, however, that Licensee\n                  shall consult in good faith with Licensor on ways to develop\n                  and expand sales of furniture Licensed Products in the\n                  Territory.\n\n            (d)   Kitchen:\n\n                  Hand towels, pot holders, oven mitts, kitchen towels, aprons,\n                  appliance covers.\n\n            (e)   Accessories:\n\n                  Ceramics, canister sets, can openers, bowls, pots, pans,\n                  utensils and related houseware and cookware products.\n\n            (f)   Tabletop:\n\n                        Soft: Tablecloths, napkins, napkin rings, mats, runners,\n                        etc.\n\n                        Hard: China, flatware, glassware, plates and dishes and\n                        related products.\n\n            (g)   Multi-Room:\n\n                  Upholstery, wall coverings, floor coverings, light fixtures,\n                  window treatments (including venetian, shutters, curtains and\n                  other types of window blinds and shades), lamps and shades,\n                  throw blankets, waste baskets, potpourri, artificial flowers,\n                  decorative pillows.\n\n\n                                       31\n   33\n\n\n                                                                      Schedule B\n\n\n                                   TRADEMARKS\n\nPolo by Ralph Lauren\nRalph (Polo Player Symbol) Lauren\nChaps by Ralph Lauren (for Menswear Licensed Products only)\nRRL\nDouble RL Ralph Lauren\nPolo Sport\nRalph by Ralph Lauren (for womenswear only)\nRalph Lauren Polo Jeans Company\n\nSuch other trademarks (including various seasonal logos adopted by Licensor) as\nLicensor, in its sole discretion, may from time-to-time designate for use in\nconnection with particular Licensed Products.\n\n\n                                       32\n   34\n\n\n                                                                      Schedule C\n\n\n                         Restricted Designers and Brands\n\n[* * *]\n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n       \n\nLicensor hereby approves of the following products being manufactured and sold\nby sublicensees of Licensee:\n\n\nSublicensee     Applicable Name      Products\n\nKawabe K.K.     [* * *]              Men's and women's handkerchiefs\nKawabe K.K.     [* * *]              Men's and women's handkerchiefs\nK.K. Naigai     [* * *]              Men's, women's and children's socks &amp; hosiery\nK.K. Naigai     [* * *]              Men's and women's socks &amp; hosiery\nK. K. Why       [* * *]              Men's and women's leather goods\nK.K. Iwanami    [* * *]              Women's belts\nK.K. Iwanami    [* * *]              Women's belts\n\n\n                                       33\n   35\n\n\n                                                                      Schedule D\n\n\n                         EARNED ROYALTY PERCENTAGE RATE\n\n      Except as hereinafter provided with respect to Chaps Licensed Products,\nduring each year hereof, there shall be two applicable rates of earned royalties\napplied against net sales of Licensed Products, depending upon the volume of net\nsales achieved. For each year during the term hereof, the Earned Royalty\nPercentage Rate shall mean \"Initial Rates\" applied to net sales of Licensed\nProducts up to the \"Trigger Point\" (which shall mean a pre-established volume of\nthe aggregate net sales price of all Licensed Products sold by Licensee, sales\nabove which shall trigger a lower rate), and the \"Overroyalty Rate\", which shall\nbe applied to all net sales in excess of the \"Trigger Point\", all as hereinafter\nset forth. The first Trigger Point shall apply to net sales of all Licensed\nProducts which do not bear the Chaps trademark. The second Trigger Point shall\napply to net sales of all Licensed Products which bear the Chaps trademark\n(\"Chaps Licensed Products\").\n\nYEAR\nCOMMENCING\nMARCH 1ST:       INITIAL RATE    TRIGGER POINT      OVERROYALTY RATE\n                                (IN [* * *] YEN)\n                                (NON-CHAPS\/CHAPS)\n\n1998                [* * *]      [* * *]                [* * *]\n1999                [* * *]      [* * *]                [* * *]\n2000                [* * *]      [* * *]                [* * *]\n2001                [* * *]      [* * *]                [* * *]\n2002                [* * *]      [* * *]                [* * *]\n\nIf renewed:\n\n2003                [* * *]      [* * *]                [* * *]\n2004                [* * *]      [* * *]                [* * *]\n2005                [* * *]      [* * *]                [* * *]\n2006                [* * *]      [* * *]                [* * *]\n2007                [* * *]      [* * *]                [* * *]\n\nIf renewed:\n\n2008                [* * *]      [* * *]                [* * *]\n2009                [* * *]      [* * *]                [* * *]\n2010                [* * *]      [* * *]                [* * *]\n2011                [* * *]      [* * *]                [* * *]\n2012                [* * *]      [* * *]                [* * *]\n\n\n                                       34\n   36\n\n\n     Notwithstanding anything to the contrary contained herein, the Earned\nRoyalty Percentage Rate with respect to all sales of Chaps Licensed Products\nshall be [* * *] percent [* * *]. Accordingly, Licensee shall account for and\npay earned royalties in respect of net sales of Chaps Licensed Products in\nexcess of the Chaps Trigger Point set forth above, at the rate of [* * *]\npercent [* * *].\n\n     Example 1: During the second six-month accounting period of the year\ncommencing on March 1, 2001, the aggregate net sales price of all Licensed\nProducts, excluding Chaps Licensed Products, is [* * *] yen for an annual total\nof [* * *] yen. The Initial Rate of [* * *] is applied to the first [* * *] yen\nof net sales, and the Overroyalty Rate of [* * *] is applied to the remaining [*\n* *] yen.\n\n     Example 2: During the second six-month Accounting period of the year\ncommencing on March 1, 2001, the aggregate net sales price of Chaps Licensed\nProducts is [* * *] yen, for an annual total of [* * *] yen. The Overroyalty\nRate of [* * *] is applied, to [* * *] yen of net sales.\n\n\n                                       35\n   37\n\n\n                                                                      Schedule E\n\n\n                               As of March 1, 1998\n\n\nThe Polo\/Lauren Company, L.P.\n650 Madison Avenue\nNew York, New York 10022\n\n            Re:   License Agreement between Polo Ralph Lauren Japan Co., Ltd.\n                  (\"Polo Japan\") and The Polo\/Lauren Company, L.P.  (the \"Polo\n                  Partnership\"), dated as of March 1, 1998 (the \"License\n                  Agreement\"); Design Services Agreement between Polo Japan\n                  and Polo Ralph Lauren Enterprises, L.P.  (the \"Design\n                  Partnership\"), dated as of March 1, 1998 (the \"Design\n                  Agreement\")\n\nGentlemen:\n\n      In order to induce each of the Polo Partnership and the Design Partnership\nto enter into the License Agreement and the Design Agreement (the \"Agreements\"),\nand for other good and valuable consideration, receipt of which is hereby\nacknowledged, the undersigned The Seibu Department Stores, Ltd., a Japanese\ncorporation (\"Guarantor\"), unconditionally guaranties: (i) the prompt payment of\nany and all monies owing by Polo Japan under the Agreements and (ii) the\nperformance of all obligations of Polo Japan under the Agreements.\n\n      This Guaranty shall be a continuing, absolute, irrevocable and\nunconditional guaranty of payment and performance and may be enforced directly\nand immediately following any \"Event of Default\" (as defined in the respective\nAgreements) on the part of Polo Japan under any of the Agreements, and without\nprior notice of, demand upon, or any prior action against, Polo Japan, and\nwithout resorting to any other remedies available to the Polo Partnership or the\nDesign Partnership.\n\n      The Guarantor shall not be released from its obligations hereunder, and\nthis Guaranty shall not be affected, modified or impaired in any way whatsoever\nupon the happening from time to time of any event, including without limitation,\nany of the following, whether with or without notice to or consent of the\nGuarantor: (i) the modification, extension or amendment of any of the\nAgreements; (ii) the compromise, settlement, modification, release or\ntermination of any of the foregoing obligations hereby guarantied by the\nGuarantor; (iii) the failure to give notice to the Guarantor of the occurrence\nof any default in Polo Japan's performance of any such obligations or any\namendment of any of the Agreements, provided notice of such default is given in\n\n\n                                       36\n   38\n\n\naccordance with the Agreements; or (ii) any failure, omission or delay by any\nparty to any of the Agreements to exercise any right or remedy to which it may\nbe entitled.\n\n      Upon the occurrence of any of those events set forth in paragraphs (i)\nthrough (iii) below, it is expressly understood that the Guarantor shall be\ndeemed to be in default under this Guaranty:\n\n            (i) The Guarantor institutes proceedings seeking relief under a\n      bankruptcy act or any similar law, or consents to entry of an order for\n      relief against it in any bankruptcy or insolvency proceeding or similar\n      proceeding, or files a petition or answer or consent for reorganization or\n      other relief under any bankruptcy act or other similar law, or consents to\n      the filing against it in any petition for the appointment of a receiver,\n      liquidator, assignee, trustee, sequestrator (or other similar official) of\n      it or of any substantial part of its property, or makes a general\n      assignment for the benefit of creditors, or admits in writing its\n      inability to pay its debts as they become due or fails to pay its debts as\n      they become due, or takes any action in furtherance of the foregoing; or\n\n            (ii) The Guarantor transfers or agrees to transfer a substantial\n      part of its property, which transfer impairs the Guarantor's ability to\n      perform under this Guaranty; or\n\n            (iii) There has been the calling of a meeting of creditors,\n      appointment of a committee of creditors or liquidating agents, or offering\n      of a composition or extension to creditors by, for, or of the Guarantor.\n\n      It is further understood that the occurrence of any event (or events),\nincluding and in addition to those set forth in paragraphs (i) through (iii)\nabove, that would cause the Guarantor to be deemed to be in default under this\nGuaranty shall be deemed to constitute an Event of Default under each of the\nAgreements and shall entitle the Polo Partnership and the Design Partnership to\nimmediately terminate the Agreements without prejudice to any other rights\navailable to them under the Agreements or this Guaranty.\n\n      The Guarantor hereby represents and warrants to, and agrees with, each of\nthe Polo Partnership and the Design Partnership that the Guarantor has full\nlegal right, power and authority to enter into this Guaranty, to perform all of\nits obligations hereunder and to consummate all of the transactions contemplated\nherein.\n\n      This Guaranty shall be binding upon the Guarantor and any and all of its\nsuccessors and assigns, and shall inure to the benefit of the Polo Partnership\nand the Design Partnership and each of their respective successors and assigns.\nNo change,\n\n\n                                       37\n   39\n\n\nmodification, alteration or discharge hereof shall be binding except by a\nwritten instrument duly executed by the party to be bound thereby.\n\n                                    Very truly yours,\n\n                                    GUARANTOR:\n                                    The Seibu Department Stores, Ltd.\n\n\n                                    By:      \n                                       --------------------------------\n\n      The undersigned, Polo Ralph Lauren Japan Co., Ltd., understands and agrees\nthat the occurrence of any event which shall result in Guarantor being deemed to\nbe in default under the foregoing Guaranty shall be deemed to constitute an\nEvent of Default under the Agreements, and the Polo Partnership and the Design\nPartnership shall be entitled immediately to terminate the Agreements, without\nprejudice to any other rights available to them thereunder.\n\nPolo Ralph Lauren Japan Co., Ltd.\n\nBy:    \n   --------------------------\n\n\n                                       38\n   40\n\n\n                                                                      Schedule F\n\n\n                     POLO\/RALPH LAUREN TRADEMARK AND DESIGN\n                              PROTECTION AGREEMENT\n\n\n\nTO __________________ (\"You\"):\n\n      Our company is considering having you manufacture certain products\ndesigned under a contract with Polo Ralph Lauren Japan Co. Ltd. To facilitate\nthis consideration, we may be providing you with certain designs and art work\nand you may be providing blankets of material or other samples or prototypes\nbearing our designs.\n\n      By accepting our designs for review and development, and\/or our orders or\ncontracts for manufacture or purchases of material or finished products, your\ncompany will have agreed that it has only a limited, non-transferable right to\nuse any trademarks and\/or designs and\/or art work (including specifically,\ncolors, shapes, and textures) and\/or paper patterns of Polo Ralph Lauren, L.P.\nand its affiliates (\"Polo\") as necessary for merchandise developed, manufactured\nand shipped, or services rendered, under our orders or contracts. You agree that\nyou will keep highly confidential, and shall not disclose to any third party,\nall information pertaining to designs we may provide to you for a period of one\n(1) year after we provide such designs to you. You further agree that you shall\nnot use or facilitate the use at any time of any of Polo's trademarks, logos or,\nregardless of whether they are used in conjunction with the Ralph Lauren name or\ntrademarks, any proprietary designs of Polo, for any purpose other than that for\nwhich they were placed in your trust, i.e., development of materials and\nfulfillment of your obligations under our orders or contracts. No rights shall\nremain in your firm or its employees or agents as to such trademarks, logos, or\nproprietary designs of Polo and you agree that to the extent your firm may\nacquire any rights to said marks, logos, art work or designs, such rights shall\nrevert to Polo without any further act of the parties hereunder. By accepting\nour designs for development, you hereby agree to indemnify Polo and its\naffiliates for any losses, costs or expenses (of any kind whatsoever) which may\narise as a result, directly or indirectly, of a breach of this Agreement.\n\n\n                                       39\n   41\n\n\n      Please arrange for the signature of your executive officer in the space\nprovided below and return one signed copy of this letter to the undersigned as\nsoon as possible.\n\n      Thank you for your cooperation.\n\n                                    Sincerely yours,\n\n                                    The Polo\/Lauren Company, L.P.\n                                    By:  Polo Ralph Lauren, L.P.\n                                          General Partner\n\n                                    By: _______________________\n\nWe have read and accept and agree to the above in consideration of orders from\nPolo Ralph Lauren, L.P.\n\nCONTRACTOR NAME:       ___________________________\n\n                       By: _______________________\n                       Date:______________________\n\n\n                                       40\n   42\n\n\n\n\n\n\n\n                          THE POLO\/LAUREN COMPANY, L.P.\n\n\nPolo Ralph Lauren Japan Co., Ltd.\nKihoh Bldg. 2-2, Koji-Machi\nChiyoda-ku\nTokyo, 102 Japan\nAttention: President\n\n      Re:   License Agreement (the \"Agreement\") between The Polo\/Lauren\n            Company, L.P. and Polo Ralph Lauren Japan Co., Ltd.\n            Dated as of March 1, 1998.\n\nGentlemen:\n\n            Pursuant to paragraph 4.7 of the above-referenced agreement (all\nterms used but not defined herein having the respective meanings set forth in\nthe Agreement), Licensor has the right to require Licensee to reimburse Licensor\nfor Sports Marketing Costs and various advertising production costs (\"Production\nCosts\") on the terms set forth therein.\n\n            By this letter agreement, Licensor and Licensee agree that:\n\n            (A) The total amount of reimbursement for which Licensor may seek\nreimbursement from Licensee with respect to Sports Marketing Costs in each year\nshall be an amount equal to [***] percent [***] of the net sales price of all\nLicensed Products sold during such year pursuant to the Agreement;\n\n            (B) The total amount of reimbursement for which Licensor may seek\nreimbursement from Licensee with respect to Production Costs shall be an amount\nequal to [***] percent [***] of the net sales price of all Licensed\nProducts sold during such year pursuant to the Agreement; and\n\n            (C) The, total amount of the Annual Advertising Obligation for each\nyear set forth in paragraph 4.6 of the Agreement shall be reduced by an amount\n[***].\n\n\n                                        1\n   43\n\n\n                                    Sincerely,\n\n                                    The Polo\/Lauren Company, L.P.\n                                    By: Polo Ralph Lauren, L.P.\n                                          General Partner\n                                    By: Polo Ralph Lauren Corporation,\n                                           General Partner\n\n\n                                    By:    \/s\/ Michael J. Newman\n                                       ------------------------------------\n\nAGREED:\n\nPolo Ralph Lauren Japan Co. Ltd.\n\n\nBy:    \/s\/ Hiroshi Kometani\n   ---------------------------------\n\n\n                                        2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9616],"class_list":["post-42468","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42468","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42468"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42468"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42468"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42468"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}