ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“ Agreement ”) is entered into as of September 29, 2008, by and among NexCen Brands, Inc., a Delaware corporation (“ Parent ”), NexCen Fixed Asset Company, LLC, a Delaware limited liability company (“ NFAC ”), NexCen Brand Management, Inc., a Delaware corporation (“ NBM ”), WV IP Holdings, LLC, a Delaware limited liability company (“ WV IP Holdings ,” and with NFAC, and NBM, each individually, a “ Seller ,” and collectively, the “ Sellers ”), and Iconix Brand Group, Inc., a Delaware corporation (“ Buyer ”).

WHEREAS, the Sellers own certain assets used in the conduct of the Business (as defined below); and

WHEREAS, the Sellers desire to sell, and Buyer desires to purchase from the Sellers, the assets of the Business, and to assume certain liabilities associated therewith, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.1   Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1 :

“ Affiliate ” of any Person means any Person which, directly or indirectly controls or is controlled by that Person, or is under common control with that Person. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise.

“ Allocation Schedule ” is defined in Section 3.4 .

“ Assumed Contracts ” means the Contracts that are listed in Schedule 1.1 , together with any other Contacts that the Buyer specifically consents in writing to assume at Closing.

“ Assumed Liabilities ” is defined in Section 2.3 .

“ Balance Sheet Date ” is defined in Section 4.4(a) .

“ Basket ” is defined in Section 11.4(a) .

“ Books and Records ” means all books and records of the Sellers relating exclusively to and necessary for the operation of the Business as it is currently operated, including files, documents, correspondence, cost and pricing information, accounting records, supplier lists and records, operating manuals, operating procedures, marketing research, training materials, training records, maintenance and inspection reports, equipment lists, repair notes and archives, sales and marketing materials.

“ Business ” means the business that relates to the Waverly brand, products and services, the Gramercy brand products and services and the Village brand products and services, including the licensing of the Waverly Intellectual Property, the Gramercy Intellectual Property and the Village Intellectual Property for use in connection with the manufacture, sale and distribution of fabric and other goods and including the use of any of the Purchased Assets in connection with the operation thereof or performance of the Sellers, as applicable, under any License Agreement.

“ Business Day ” means any day other than (a) Saturday or Sunday or (b) any other day on which banks in New York, New York are permitted or required to be closed.

“ Business Employee ” shall mean each employee (including employees on approved leaves of absence, sick leave and vacation leave) who is listed on Schedule 6.6(a) and Schedule 6.6(b) .

“ Buyer ” is defined in the first paragraph of this Agreement.

“ Buyer Indemnified Parties ” is defined in Section 11.2 .

“ Buyer Nonsolicitation Period ” means (x) in the event this Agreement is terminated pursuant to Article X hereof, the period from the date hereof until September 24, 2013, and (y) in the event the Closing occurs, the period from the date hereof until three (3) years from the Closing Date.

“ Cap ” is defined in Section 11.4(b) .

“ Closing ” is defined in Section 3.1 .

“ Closing Date ” means the date on which the Closing actually takes place.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Contract ” means any contract, license, sublicense, permit, mortgage, purchase order, indenture, loan agreement, note, lease, sublease, agreement, obligation, commitment, understanding, instrument or other arrangement or any commitment to enter into any of the foregoing (in each case, whether written or, if known to the Sellers and binding, oral).

“ Damages ” means any loss, liability, claim, damage, expense (including reasonable attorneys’ fees and costs), whether or not involving a third party claim, provided , however , that other than with respect to Damages payable to a third party pursuant to a third party claim, Damages shall not include any special, incidental, indirect, collateral, consequential, exemplary, punitive or statutorily multiplied losses or damages of the other party or any other Person (whether or not such party or Person has been advised of the possibility of damages and in each case whatsoever arising (whether in contract, tort (including negligence or breach of contract or statutory duty) or otherwise).

“ Disclosure Schedules ” is defined in the first paragraph of Article IV .

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA and any other employee benefit or fringe benefit plan, program or arrangement of any kind (whether written or oral).

“ Employment Terms ” is defined in Section 6.6(a) .

“ Encumbrances ” means any liens, pledges, claims, mortgages, charges, options, preemptive rights, rights of first refusal or similar rights, title retention agreements, easements, encroachments, leases, subleases, covenants, security interests and restrictions and encumbrances of any kind or nature whatsoever. For the avoidance of doubt, “Encumbrances” shall not be deemed to include any licenses of Intellectual Property.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means, with respect to any entity, any trades or businesses (whether or not incorporated) that are treated as a single employer with such entity under Sections 414(b), (c), (m) or (o) of the Code.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Excluded Assets ” is defined in Section 2.2 .

“ Excluded Liabilities ” is defined in Section 2.4 .

“ Financial Statements ” is defined in Section 4.4(a) .

“ GAAP ” means generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis.

“ Government Authority ” means any domestic or foreign national, state, multi-state or municipal or other local government, any subdivision, agency, commission or authority thereof, including any quasi-governmental or private body exercising any regulatory or taxing authority thereunder or any judicial authority (or any department, bureau or division thereof).

“ Government Authorization ” means any approval, consent, license, permit, waiver, or other authorization issued, granted, given or otherwise made available by or under the authority of any Government Authority or pursuant to any Legal Requirement.

“ Gramercy Intellectual Property ” means the Gramercy Trademarks and other Intellectual Property owned by the Sellers that relates to products sold under the Gramercy Trademarks and is used in the Business.

“ Gramercy Trademarks ” is defined in Section 4.17(a) .

“ Indebtedness ” means (a) indebtedness of the Sellers for borrowed money or with respect to deposits or advances of any kind (other than advances due from customers incurred in the ordinary course of business and consistent with past practice), (b) all obligations of the Sellers evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of the Sellers upon which interest charges are paid, (d) all obligations of the Sellers in respect of capitalized leases and obligations of the Sellers for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business and consistent with past practice), (e) all obligations in respect of banker’s acceptances or letters of credit issued or created for the account of the Sellers, (f) all indebtedness or obligations of the types referred to in the preceding clauses (a) through (e) of any other Person secured by any Encumbrance on any assets of the Sellers, even though the Sellers have not assumed or otherwise become liable for the payment thereof, (g) all guarantees by the Sellers of obligations of the type described in clauses (a) through (f) above of any other Person, and (h) payment obligations in respect of interest under any interest rate swap or other hedge agreement or arrangement entered into by the Sellers with respect to any Indebtedness described in clauses (a) through (g) above.

“ Indemnified Party ” is defined in Section 11.3 .

“ Indemnitor ” is defined in Section 11.6(a) .

“ Insurance Policies ” is defined in Section 4.15 .

“ Intellectual Property ” means all of the following in any domestic or foreign jurisdiction: (i) know-how, designs, patterns (including samples, mock-ups, prototypes and finished products), design rights, press books, promotional materials, artwork, vendor numbers, sketches, methods and processes, customer and supplier information, trade secrets and technical knowledge, (ii) letters patent, patents, patent applications, (iii) software, data and databases, (iv) trade dress, trade names, trademarks, service marks, Internet domain names, logos, slogans, together with registrations and applications for registrations of any of the foregoing, and any goodwill associated with the foregoing, (v) copyrights, copyrightable works, and moral rights, together with registrations and applications for registrations of any of the foregoing, (vi) any other confidential information, in each case to the extent protectable by applicable law and (vii) and any and all proprietary rights in any of the foregoing, arising under common law, Contract or otherwise.

“ Inventory ” means the consumable inventory of the Sellers, wherever located, including, without limitation, all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or intended for use by the Business, but not including the Waverly Archives.

“ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

“ Knowledge ” means (a) with respect to the Sellers, the actual knowledge of Anthony Noberini, Rick Platt, Craig Hoffman and Kenneth J. Hall, after due inquiry of those individuals responsible for the matter being represented or warranted and (b) with respect to Buyer, the actual knowledge of Andrew Tarshis, after due inquiry of those individuals responsible for the matter being represented or warranted.   The terms “know” and “knows” and like terms will have correlative meanings.

“ Leased Real Property ” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real or immovable property that is used in the Business.

“ Leases ” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which the Sellers hold any Leased Real Property that is used in the Business.

“ Legal Requirement ” means any U.S. federal, state, local, municipal, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, rule, statute or treaty.

“ Lender ” means BTMU Capital Corporation.

“ License Agreement ” means each Contract between the Sellers and any Person pursuant to which the Sellers have granted that Person the right to design, manufacture, sell or distribute goods under any of the Waverly Intellectual Property, Gramercy Intellectual Property or Village Intellectual Property owned by the Sellers.

“ Licensee ” means a Person who has entered into and as of the Closing Date is a party to a License Agreement with the Sellers.

“ Material Adverse Effect ” means any change, effect, event, occurrence, state of facts or development that (1) has or could reasonably be expected to have a material adverse effect on the Business, financial condition or results of operations of the Purchased Assets or (2) would reasonably be expected to prevent or materially impede the consummation of the transactions contemplated by this Agreement; provided , however , that with respect to clause (1) only, none of the following shall be deemed to constitute a “Material Adverse Effect” or shall be considered in determining whether a “Material Adverse Effect” has occurred: (i) changes in general economic or political conditions that do not disproportionately and adversely affect the Business (as compared to businesses of comparable size); (ii) any actions by the Sellers required by this Agreement or consented to by Buyer; (iii) changes in the industry in which the Business operates that do not disproportionately and adversely affect the Business; or (iv) changes in Legal Requirements applicable to the Purchased Assets.

“ Material Contracts ” is defined in Section 4.14(a) .

“ NBM ” is defined in the first paragraph of this Agreement.

“ NFAC ” is defined in the first paragraph of this Agreement.

“ Order ” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Government Authority or by any arbitrator.

“ Organizational Documents ” means with respect to any entity, the certificate or articles of incorporation or formation, as applicable, operating agreement, bylaws or other governing documents of such entity.

“ Parent ” is defined in the first paragraph of this Agreement.

“ Payoff Amount ” means the amount set forth in the Payoff Letter necessary to repay certain Indebtedness to be repaid at Closing.

“ Payoff Letter ” means the letter or letters provided by the Lender to the Sellers in connection with the repayment of certain Indebtedness to be repaid at Closing.

“ Permitted Encumbrances ” means (i) mechanics’, material men’s or similar inchoate Encumbrances arising or incurred in the ordinary course of business relating to liabilities not yet due and payable; (ii) Encumbrances for current taxes not yet delinquent, or the validity of which is being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing foreclosure or enforcement of such Encumbrances and where adequate reserves are established and maintained in accordance with GAAP; (iii) Encumbrances or Pledges in connection with workmen’s compensation, unemployment insurance or other social security obligations; and (iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of alike nature incurred in the ordinary course of business consistent with past practice.

“ Person ” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Government Authority.

“ Personal Property ” means the computer hardware, fixtures and furniture owned by the Sellers and listed in Schedule 1.1(p) .

“ Prepaid Expenses ” as of any date means payments made by the Sellers or any of their Affiliates with respect to the Business or the Purchased Assets, which constitute prepaid expenses in accordance with GAAP.

“ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Government Authority or arbitrator.

“ Purchase Price ” is defined in Section 3.2 .

“ Purchased Accounts Receivable ” is defined in Section 3.6(b) .

“ Purchased Assets ” means all of the Sellers’ right, title, and interest in and to all of the assets that are primarily used or intended primarily for use in the Business, whether tangible or intangible, material or immaterial, real or personal and wherever located and by whomever possessed (other than the Excluded Assets), including, without limitation, (i) the Waverly Archives and Waverly Intellectual Property, and all rights thereto, (ii) the Gramercy Intellectual Property, and all rights thereto, (iii) the Village Intellectual Property, and all rights thereto, (iv) the Personal Property, (v) the Assumed Contracts, (vi) the License Agreements, including all rights contained in License Agreements that expressly or by their nature survive expiration or termination, (vii) Third Party License Agreements, including all rights contained in the Third Party License Agreements that expressly or by their nature survive expiration or termination, (viii) the Books and Records, (ix) all proceeds paid or payable by any insurance provider for any Purchased Asset that is destroyed or damaged after the date hereof and prior to the Closing under insurance policies covering or relating to Purchased Assets or Assumed Contracts and (x) all prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned on or after the Closing Date under the Assumed Contracts or the pro rata portion of payments under terminated license agreements related to the Waverly Archives and Waverly Intellectual Property, the Gramercy Intellectual Property, and the Village Intellectual Property due on or after the Closing Date).

“ Representative ” means, with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“ Securities Act ” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Securities ” is defined in Section 4.5(b) .

“ Seller Account Receivable ” is defined in Section 3.6 .

“ Seller Indemnified Party ” is defined in Section 11.3 .

“ Sellers ” is defined in the first paragraph of this Agreement.

“ Seller Information ” means any data and information relating to the business, customers, financial statements, conditions or operations of the Business, in each case which is confidential in nature and not generally known to the public.

“ Studio IP ” is defined in Section 2.5 .

“ Subleased Property ” means that portion of the Leased Real Property leased pursuant to the Agreement of Lease dated July 24, 2007 between Jeffrey Management Corp., Normandy 261 5th Ave LLC and NexCen Consumer Brands Management, Inc. which is currently occupied and used by Sellers in the Business, such portion being commonly known as 261 Fifth Avenue, Suites 103 and 401, New York, NY 10016.

“ Subsidiary ” means, with respect to any Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Person or one or more of its Subsidiaries.

“ Tax ” means any tax (including, without limitation, any income tax, license tax, margin tax, branch profits tax, capital gains tax, alternative or add-on minimum tax, estimated tax, value-added tax, sales tax, use tax, property tax, transfer tax, payroll tax, social security tax or withholding tax, escheat or abandoned property liability), and any related fine, penalty, interest or addition to tax with respect thereto, imposed, assessed or collected by or under the authority of any Government Authority or payable pursuant to any tax-sharing agreement relating to the sharing or payment of any such tax.

“ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Government Authority in connection with the determination, assessment, collection or payment of any Tax.

“ Termination Date ” is defined in Section 10.1(b) .

“ Third Party License Agreement ” means a license agreement between the Sellers and any Person (“Third Party Licensor”) pursuant to which the Sellers have been granted the right to use Intellectual Property of the Third Party Licensor in connection with the Business.

“ Transferred Employee ” is defined in Section 6.6(a) .

“ Transfer Taxes ” is defined in Section 7.1 .

“ Village Intellectual Property ” means the Village Trademarks and other Intellectual Property owned by the Sellers that relates to products sold under the Village Trademarks and is used in the Business.

“ Village Trademarks ” is defined in Section 4.17(a) .

“ Waverly Archives ” means all products, samples, computer-aided designs, designs, drawings, paintings, illustrations, patterns, fabrics, artwork, advertising, books, prints, video and audio related to the Waverly Intellectual Property, the Gramercy Intellectual Property or the Village Intellectual Property, and all other such materials that relate to the Business, including the materials held in the Sellers’ libraries ( e.g. , sample books and related sampling in Sellers’ design studios) that relate to the Waverly Intellectual Property, the Gramercy Intellectual Property or the Village Intellectual Property.

“ Waverly Composite Trademarks ” is defined in Section 4.17(a) .

“ Waverly Copyright ” means a copyright for any design or work used in the Business by the Sellers or by a Licensee, for which the Sellers possess a registration or for which the Sellers are the applicant of a registration.

“ Waverly Intellectual Property ” means the Waverly Trademarks (and any immaterial unregistered trademarks), the Waverly Composite Trademarks, the Waverly Copyrights, all designs licensed by the Sellers to Licensees under License Agreements and other Intellectual Property owned by the Sellers, other than the Gramercy Intellectual Property and the Village Intellectual Property, and is used in the Business.

“ Waverly Trademarks ” is defined in Section 4.17(a) .

“ WV IP Holdings ” is defined in the first paragraph of this Agreement.

1.2   Usage

(a)   Interpretation . In this Agreement, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect at the time particular acts or conditions of compliance are to be determined, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement in effect at the time a particular act or condition of compliance is to be determined and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (vii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (viii) “or” is used in the inclusive sense of “and/or”; (ix) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

(b)   Legal Representation of the Parties . This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

2.1   Purchase and Sale of Assets . Subject to the terms and conditions of this Agreement, the Sellers agree to sell, assign, convey, transfer and deliver to Buyer as of the Closing Date, and Buyer agrees to purchase and take assignment and delivery from the Sellers as of the Closing Date, all of Sellers’ right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances other than the Permitted Encumbrances and to assume the Assumed Liabilities.

2.2   Excluded Assets . Pursuant to this Agreement, Buyer is not acquiring, and the Sellers shall retain all assets, rights and properties not used or intended for use in the Business (except that, for the avoidance of doubt, no asset, right or property set forth in clause (i) through (ix) of the definition of Purchased Assets shall be retained by the Sellers), and, as such, they are not included in the Purchased Assets (collectively, the “ Excluded Assets ”), including, without limitation:

(a)   Assets that are owned by licensees of the Sellers;

(b)   All assets relating to the Employee Benefit Plans, whether or not held in trust;

(c)   All Contracts that have terminated or expired prior to the Closing Date, except those rights contained in License Agreements that expressly or by their nature survive expiration or termination;

(d)   Any and all of the Sellers’ rights in any Contract representing an intercompany transaction between a Seller and an Affiliate of a Seller;

(e)   Sellers’ corporate minute books and records, such other books and records as pertain to the organization, existence or capitalization of the Sellers and duplicate copies of such records as are necessary to enable the Sellers to file its tax returns and reports, as well as any other records or materials relating to the Sellers generally and not involving or relating to the Purchased Assets;

(f)   Claims for and rights to receive Tax refunds, and any notes, worksheets, files or documents relating thereto with respect to any period prior to the Closing Date;  

(g)   all proceeds paid or payable by any insurance provider for any Purchased Asset that is destroyed or damaged prior to the Closing Date under insurance policies covering or relating to Purchased Assets or Assumed Contracts;

(h)   the Inventory;

(i)   subject to Section 3.6 , the Sellers’ rights to receive any payments from third parties arising from the operation of the Business prior to the Closing;

(j)   the Seller Accounts Receivable;

(k)   any of the Parent’s or Sellers’ brands, other than those included in any of the Waverly Intellectual Property, Gramercy Intellectual Property or Village Intellectual Property;

(l)   All rights of the Sellers under this Agreement, any agreement, certificate, instrument or other document executed and delivered by the Sellers or Buyer in connection with the transactions contemplated hereby, or any side agreement between the Sellers and Buyer entered into on or after the date of this Agreement; and

(m)   Those assets which are used in both the Business and non-Business related operations of the Parent and the Sellers which are all set forth on Schedule 2.2(m) .

2.3   Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to pay, honor, discharge and perform when due, (1) any and all of the Sellers’ liabilities, commitments and obligations (a) arising under the Assumed Contracts on or after the Closing Date; (b) arising out of the operation of the Business to the extent such obligations are incurred on or after the Closing Date and are based on Buyer’s (or its Affiliates’, or its or their respective assignees’ or transferees’) use or ownership of the Purchased Assets; and (2) the other liabilities, commitments and obligations expressly identified on Schedule 2.3   (collectively, the “ Assumed Liabilities ”).

2.4   Excluded Liabilities . Except as and to the extent expressly provided in Section 2.3 , Buyer is not agreeing to, and shall not, assume any other liability, obligation, undertaking, expense or agreement of the Sellers of any kind, character or description, whether absolute, contingent, known, unknown, accrued, liquidated, unliquidated, contingent, executory or otherwise, and whether arising prior to or following the Closing, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement (all of such liabilities and obligations shall be referred to herein as the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, and Buyer will not assume or be liable for:

(a)   Any obligation to pay, reimburse or credit a Licensee or a customer of the Sellers in respect of a chargeback that arose in connection with the Sellers’ shipment and sale of merchandise to a customer;

(b)   Any liability or obligation of WV IP Holdings under the Second Amended and Restated Brand Management Agreement dated August 15, 2008, with NBM;

(c)   Any liability or obligation with respect to any Excluded Asset, whether arising prior to or after the Closing Date;

(d)   Except as expressly assumed in Section 2.3 , any liability, claim or obligation, contingent or otherwise, arising out of the operation of the Business or the ownership or use of any of the Purchased Assets prior to the Closing Date;

(e)   Any liability or obligation arising out of any Contract that is not an Assumed Contract;

(f)   Any Indebtedness of the Sellers (other than Indebtedness arising under an Assumed Contract);

(g)   Any of the Sellers’ liabilities or obligations for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, and any financial advisory or brokerage fees);

(h)   Any Damages or obligation of the Sellers or Parent from claims arising out of previous negotiations or agreements relating to the sale of the Business;

(i)   Any liability or obligation of the Sellers for any Taxes that accrue for any period on or after Closing, regardless of when assessed, excluding Taxes that relate to the operation of the Business arising after the Closing;

(j)   Except as set forth in Section 6.6 , any liability or obligation arising at any time relating to any employee, director or former employee or director of the Sellers, including any liability for accrued wages, vacation, sick or holiday pay and allowances, any other paid time off and any liabilities under employment, severance, change of control or similar agreements or arrangement;

(k)   Except as set forth in Section 6.6 , any duty, obligation or liability arising at any time under or relating to any Employee Benefit Plan or any employee benefit plan, program or arrangement at any time maintained, sponsored or contributed or required to be contributed to by Parent or the Sellers or any ERISA Affiliate of Parent or the Sellers or with respect to which Parent, the Sellers or any ERISA Affiliate has or had any liability or potential liability;

(l)   Except as set forth in Section 6.6 , any liability or obligation relating to current or former employees of Sellers, including without limitation any liabilities or obligations under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any liabilities or obligations arising out of the termination by Sellers of any of its employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by this Agreement, including under the WARN Act;

(m)   Any violation of any Legal Requirement, breach of warranty, tort or infringement by the Sellers or any Affiliate of the Sellers;

(n)   Any liability or obligation arising out of any infringement or other unlawful use by the Sellers or any Person acting under the direction or control of the Sellers of any Sellers’ Intellectual Property owned or held by any Person; and

(o)   Any liability or obligation of the Sellers arising out of any litigation, proceeding, or claim by any Person relating to the Business as conducted on or prior to the Closing Date, whether or not such litigation, proceeding, or claim is pending, threatened, or asserted before, on, or after the Closing Date.

2.5   Delivery of Certain Assets . At the Closing, Sellers shall deliver all of their right, title and interest in the Purchased Assets directly to Studio IP Holdings, LLC, a Delaware limited liability company, and an indirect, wholly-owned subsidiary of Buyer to be formed by Buyer immediately prior to Closing (“ Studio IP ”). The parties hereto acknowledge and agree that notwithstanding this Section 2.5 , all of the Purchased Assets, including the Purchased Assets subject to this Section 2.5 , are being acquired by the Buyer hereunder and the delivery by Sellers of the Purchased Assets, subject to this Section 2.5 , to Studio IP shall be deemed to be a delivery of such Purchased Assets initially to the Buyer followed by a contribution of such Purchased Assets by Buyer to the capital of Studio IP.

3.1   The Closing . The closing of the transactions contemplated hereby (the “ Closing ”) will take place at the offices of Kirkland & Ellis LLP, 153 East 53 ^rd Street, New York, New York 10022, or at such other place as Buyer and the Sellers mutually agree, at 10:00 A.M. local time, on the second Business Day after the conditions to Closing set forth in Articles VIII and IX have been satisfied or waived by the party entitled to waive such condition, other than conditions that, by their terms, cannot or are not required to be satisfied until the Closing ( provided that all such conditions are satisfied at the Closing), or at such other place, date and/or time as the parties may mutually agree. The effective time of the Closing shall be deemed to be 12:01 A.M. on the Closing Date.

3.2   Purchase Price . Subject to and upon the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants and agreements of the Sellers contained herein, and in full payment and consideration for the sale, conveyance, assignment, transfer and delivery of the Purchased Assets by the Sellers to Buyer, Buyer shall pay a total amount of Twenty Six Million Dollars ($26,000,000) (the “ Purchase Price ”), payable as hereinafter provided, and Buyer shall assume the Assumed Liabilities.

3.3   Payment . At Closing, Buyer shall (a) pay to the Lenders the Payoff Amount (which in no event will exceed the Purchase Price) by wire transfer of immediately available funds to the accounts specified in the Payoff Letter, (b) pay the Sellers the difference, if any, between the Purchase Price less the Payoff Amount by wire transfer of immediately available funds to accounts specified by the Sellers prior to the Closing Date and (c) assume the Assumed Liabilities.

3.4   Allocation . The Sellers and Buyer agree to allocate the Purchase Price among the Purchased Assets in accordance with the allocation schedule to be prepared no later than ninety (90) days after the date hereof (the “ Allocation Schedule ”). If the parties are unable to agree on the final Allocation Schedule within ninety (90) days after the date hereof, an independent third-party appraiser selected by the Sellers, and acceptable to Buyer, the fees of which shall be borne equally by the Sellers and Buyer, shall resolve the allocation of the consideration to any items with respect to which there is a dispute between the parties. In the absence of manifest error, the determination of the Allocation Schedule by the third party appraiser shall be final and binding on all parties and shall not be subject to contest. Each of the parties hereto agree that: (i) none of the parties shall take a position on any Tax Return (including IRS Form 8594) that is in any way inconsistent with the Allocation Schedule without the written consent of the other party or unless specifically required by an applicable Government Authority; and (ii) they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation Schedule. Notwithstanding the foregoing, nothing contained herein shall prevent Buyer or the Sellers from settling any proposed deficiency or adjustment by any Government Authority based upon or arising out of the Allocation Schedule, and neither Buyer nor the Sellers shall be required to litigate before any court any such proposed deficiency or adjustment by any Government Authority challenging the Allocation Schedule.

3.5   Nonassignable Contracts . Notwithstanding anything to the contrary herein, to the extent that the assignment hereunder by the Sellers to Buyer of any Assumed Contract is not permitted or is not permitted without the consent of any other party to such Assumed Contract, this Agreement shall not be deemed to constitute an assignment of any such Assumed Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assumed Contract, and Buyer shall assume no obligations or liabilities under any such Assumed Contract. The Sellers shall advise Buyer in writing on the date hereof with respect to any Assumed Contract which the Sellers know or have substantial reason to believe will or may not be assigned to Buyer hereunder at the Closing. Without in any way limiting Sellers’ obligation to make reasonable efforts to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assumed Contracts and the Purchased Assets to Buyer hereunder, if any such consent relating to an Assumed Contract is not obtained or if such assignment is not permitted irrespective of consent and if the Closing shall occur, the Sellers shall cooperate with Buyer following the Closing Date in any reasonable arrangement, excluding payment of money by the Sellers to Buyer, designed to provide Buyer with the rights and benefits (subject to the obligations) under such Assumed Contract, including enforcement for the benefit of Buyer of any and all rights of the Sellers against any other party arising out of any breach or cancellation of any such Assumed Contract by such other party and, if requested by Buyer, acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably require.

3.6   Accounts Receivable . 

(a)   Buyer acknowledges that all accounts receivable in respect solely of amounts due for periods prior to the Closing Date shall remain the property of the Sellers (the “ Seller Accounts Receivable ”) and that Buyer shall not acquire any beneficial right or interest therein. Buyer shall promptly forward to the Sellers all proceeds received by Buyer in respect of all Seller Accounts Receivable, plus such portion of the proceeds received by Buyer in respect of the Purchased Accounts Receivable as provided for in Section 3.6(c) .

(b)   Subject to the allocation set forth in Section 3.6(c) , the Sellers shall promptly forward to Buyer all proceeds from accounts receivable relating to the Business that are received by the Sellers on or after the Closing Date, other than proceeds from the Seller Accounts Receivable (all such accounts receivable other than the Seller Accounts Receivable being referred to as the “ Purchased Accounts Receivable ”).

(c)   For purposes of determining the amount of proceeds from any Purchased Accounts Receivable payable pursuant to Section 3.6(a) or Section 3.6(b) , where such Purchased Accounts Receivable are paid on a periodic basis and are payable for a period (such as a fiscal quarter) that begins but does not end prior to the Closing Date, (x) the Sellers shall be paid, or retain, as applicable, such portion of the Purchased Accounts Receivable as is equal to the entire amount of proceeds received in respect of such Purchased Accounts Receivable multiplied by a fraction the numerator of which is the number of days in such period ending on the day immediately prior to the Closing Date and the denominator of which is the number of days in the entire period for which such Purchased Accounts Receivable is paid and (y) Buyer shall be paid, or retain, as applicable, the balance of such proceeds.

(d)   Notwithstanding anything to the contrary in this Section 3.6 , promptly following the Closing, Buyer shall either set up its own post office box or make other arrangements for the collection of the accounts receivable generated by the Business following the Closing and will direct Licensees of the Business to make payment to such post office box or provide them with appropriate notice regarding the place of payment and related instructions.

(e)   Buyer and the Sellers shall provide to each other access to files, records and books of account for the purpose of verifying any funds that have been remitted to each to verify collection and disposition of the proceeds of the accounts receivable in accordance with this Section 3.6 .

Each Seller, and Parent, as applicable, hereby represents and warrants to Buyer that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV except to the extent any representation or warranty speaks as of a different date, which representations and warranties shall be true and correct only as of such date), except as set forth in the disclosure schedules (the “ Disclosure Schedules ”) accompanying this Agreement.

4.1   Organization and Good Standing . 

(a)   Parent is duly incorporated, validly existing and in good standing under the laws of its state of incorporation.

(b)   Each Seller is duly incorporated or formed, validly existing and in good standing under the laws of its state of incorporation or formation. Each Seller has all requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its assets and properties and to carry on the Business as currently conducted. Each Seller has obtained all Government Authorizations necessary to the ownership or operation of its properties or the conduct of the Business, except where the failure to obtain such Government Authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would only give rise to an Excluded Liability.

4.2   Enforceability; Authority . 

(a)   Parent has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the sale of the Purchased Assets and otherwise to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the sale of the Purchased Assets and the other transactions contemplated hereby and thereby, have been duly authorized and approved by its board of directors, and no other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and, assuming the due execution of this Agreement by Buyer, constitutes the valid and binding obligation of Parent enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally, and general equitable principles.

(b)   Each Seller has all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to consummate the sale of the Purchased Assets and otherwise to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the sale of the Purchased Assets and the other transactions contemplated hereby and thereby, have been duly authorized and approved by each of its board of managers, members, and board of directors, as applicable, and no other limited liability company, corporate, or member, as applicable, action on the part of the Sellers is necessary to authorize the execution, delivery and performance of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Seller and, assuming the due execution of this Agreement by Buyer, constitute the valid and binding obligation of each Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally, and general equitable principles.

4.3   Consents; Approvals . Except as set forth in Schedule 4.3 , the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not:

(a)   violate or conflict with the provisions of the Organizational Documents of Parent or any Seller;

(b)   violate any Legal Requirement or Order to which Parent or any Seller is subject or by which any of their properties or assets are bound;

(c)   require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority or other Person; or

(d)   result in the acceleration or modification of any obligations under, constitute a violation or breach of, or (with or without due notice or lapse of time or both) a default under, or result in the creation of any Encumbrance upon any of the Purchased Assets under any of the terms, conditions or provisions of, any Indebtedness or Contract of Parent or any Seller; excluding from the foregoing clauses (b), (c) and (d), permits, consents, approvals, notices and filings, the absence of which, and violations, breaches, defaults and Encumbrances the existence of which, individually or in the aggregate, would not or would not reasonably be expected to materially adversely impact the operation of the Business or ownership of the Purchased Assets.

4.4   Financial Statements .

(a)   Attached hereto as Schedule 4.4(a) are the unaudited pro forma combined balance sheets and statements of operations of the Business, Liabilities and Operations of NexCen Brand Management, Inc. (the “ Financial Statements ”) as of, and for the 12 months ended, June 30, 2008 (the “ Balance Sheet Date ”). The Financial Statements include all normal monthly closing entries. The Financial Statements do not include all of the necessary footnotes and disclosures required in accordance with GAAP. The balance sheets and statements of operations remain subject to adjustment, which may be material, for asset impairments and loan restructuring costs which are under evaluation but have not been recorded.

(b)   Except as set forth on Schedule 4.4(b) , there are no material liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, including any liability for Taxes) of the Business except for (i