SUBLICENSE AND DISTRIBUTION AGREEMENT

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Exhibit 10.26

C L I F F O R D C H A N C E		CLIFFORD CHANCE (TOKYO) LPS GAIKOKUHO JIMUBENGOSHI JIMUSHO TANAKA AKITA & NAKAGAWA
T A N A K A AKITA & N A K A G A W A		EXECUTION VERSION

SAMSONITE EUROPE NV

AND

SAMSONITE JAPAN CO., LTD.

SUBLICENSE AND DISTRIBUTION AGREEMENT

CONTENTS

Clause				Page
1.		Interpretation		1
2.		License and Territory		4
3.		Use of Intellectual Property		4
4.		Technical and Marketing Assistance		5
5.		Best Efforts of Licensee		5
6.		Materials, Manufacture and product safety		6
7.		Service After Sale		7
8.		Royalty		7
9.		Indemnification, Insurance and Infringement		8
10.		Assignment		9
11.		Copyrights		9
12.		Records		10
13.		Confidentiality		10
14.		Improvements		10
15.		Term and Termination		11
16.		Rights on Termination		12
17.		Time of Essence		12
18.		Amendments and No Waiver		13
19.		Entire Agreement		13
20.		Limitation of Rights		13
21.		Notices		13
22.		Governing Law And Arbitration		14
23.		Governing Language		14
24.		Counterparts		15
SCHEDULE 1    Samsonite Trademarks				17
SCHEDULE 2    Samsonite Patents				20

i

THIS AGREEMENT is entered into as of 27 January 2005

BETWEEN:

(1)

Samsonite Europe NV , a corporation organized and existing under the laws of Belgium, having its registered office at Westerring 17, 9700 Oudenaarde, Belgium (" SamEurope "); and

(2)

Samsonite Japan Co., Ltd. , a company incorporated in Japan, whose principal place of business is Akasaka Edosei Bldg. 4F, 7-10-8 Akasaka, Minato-ku, Tokyo 107-0052, Japan ( "Licensee" ).

WHEREAS

(1)

SamEurope and Samsonite Corporation (" Samsonite ") are parties to the license agreement between SamEurope and Samsonite dated 1 January 1999 (the " SamEurope License ") pursuant to which Samsonite grants SamEurope certain licenses, on the terms and conditions set forth therein.

(2)

Under the SamEurope License, SamEurope has the right and authority to sublicense certain rights regarding patents, trademarks and know-how related to luggage and other products.

(3)

Licensee is a Kubushiki Kuisha incorporated in Japan and has at the date of this Agreement an authorized share capital divided into 1 billion ordinary shares, of which 10 million ordinary shares of JPYl each have been issued, are fully paid-up and are all held by Samsonite.

(4)

SamEurope and Licensee wish to enter into this Agreement to provide for the sublicensing by SamEurope of certain rights to Licensee with respect to certain patents, trademarks, know-how and other intellectual property rights related to the marketing, distribution and sale of Samsonite-owned brand products in Japan, on the terms and conditions of this Agreement.

THE PARTIES AGREE as follows:

1.     INTERPRETATION

1.1

In this Agreement:

"Applicable Law" means as to any person, any law, regulation, statute, ordinance and regulation of any country or governmental entity having jurisdiction over Licensee or its activities under this Agreement, including without limitation:

(i)

consumer protection laws and regulations;

(ii)

laws of the Territory governing the use of the Samsonite Intellectual Property, such as the proper marking of items such as packages and labels; and

(iii)

to the extent applicable, the laws of the United States of America (including without limitation the Foreign Corrupt Practices Act, as amended from time to time), Belgium and the Territory;

"EBITDA" means Earnings Before Interest Taxes Depreciation and Amortization;

"ESY" means ESY Luggage Management LPS Investment Limited Partnership, whose registered office is at 2-2, Manmouchi 2-chome, Chiyoda-ku, Tokyo, Japan;

"Fiscal Year" means 1 January through 31 December, provided that the first Fiscal Year shall be from the Subscription Date through 31 December 2005;

"Indemnified Parties" means any Samsonite Entity and the officers, directors, employees and agents of each of them;

1

 

"Licensed Products" means the bags, items of luggage, business cases, personal leather goods, other travel articles and any other products which have been specifically approved by SamEurope in writing as "Licensed Products" for the purposes of this Agreement, each of which:

(i)

bears a Samsonite Trademark;

(ii)

is placed in commerce by Licensee in association with a Samsonite Trademark;

(iii)

is covered in whole or in part by a Samsonite Patent; or

(iv)

is made or sold using any Samsonite Know-How;

"Net Sales" means the gross price invoiced by the Company for all Licensed Products to customers after deducting: (1) sales taxes or other taxes separately stated on the invoice, (2) shipping and other transportation and insurance charges actually paid and separately stated on the invoice, (3) actual allowances, rebates, credits and refunds for returned or defective goods, and (4) normal and customary trade and quantity discounts;

"Samsonite Domain Name" means the Internet domain located at the address represented by the "Uniform Resource Locator http://www.samsonite.co.jp or as otherwise mutually agreed;

"Samsonite Entity" means Samsonite and any affiliate or subsidiary of Samsonite other than Licensee, in which Samsonite directly or indirectly holds a controlling interest;

"Samsonite Intellectual Property" means collectively, the Samsonite Name, Samsonite Domain Name, Samsonite Know-How, Samsonite Patents and Samsonite Trademarks;

"Samsonite Know-How" means any and all information made available to Licensee by or on behalf of Samsonite, which is not generally available to the public in the form in which it is made available to Licensee, including without limitation:

(v)

specifications;

(vi)

technical data;

(vii)

test methods;

(viii)

blueprints, drawings, models, computer files, or the like;

(ix)

technical instructions;

(x)

scientific and technical information;

(xi)

descriptions;

(xii)

marketing or sales techniques or information;

(xiii)

processes;

(xiv)

accounting or business methods or procedures;

(xv)

formulae;

(xvi)

strategic or financial plans or reports;

(xvii)

trade secrets;

(xviii)

other data useful in the design, assembly, manufacture, distribution or sale of Licensed Products; and

(xix)

engineering or design process or operating information;

2

"Samsonite Name" means the trade name "Samsonite" whether used alone or as part of Licensee's name;

"Samsonite Patents" means the patent applications and registrations listed on Schedule 2;

"Samsonite Trademarks" means the trademark applications and registrations set forth on Schedule 1;

"Shareholders Agreement" means the shareholders' agreement dated 27 January 2005 between Samsonite, Licensee and ESY;

"Subscription Date" means 28 January 2005;

"Territory" means Japan;

"Third Party" means any person other than SamEurope and Licensee;

"Trademark Materials" means anything which bears a Samsonite Trademark, other than a Licensed Product itself, including without limitation packaging, labels, tags and emblems, advertising materials, marketing materials, publicity and other promotional materials, and work-in-progress; and

"USD" means the lawful currency of me United States of America.

1.2

The following terms are defined in the clauses stated:

1.3

In this Agreement, a reference to:

1.3.1

a "person" includes, without limitation, a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having a separate legal personality);

1.3.2

a "party" is a reference to a party to this Agreement and "parties" shall be construed accordingly;

1.3.3

a recital or clause, unless the context otherwise requires, is a reference to a recital or clause of this Agreement; and

1.3.4

(unless me context otherwise requires) the singular shall include the plural and vice versa.

1.4

The headings in this Agreement do not affect its interpretation

3

2.     LICENSE AND TERRITORY

2.1

SamEurope hereby grants to Licensee during the Term in consideration for payment of the Royalty (as set forth in clause 8), and Licensee accepts:

2.1.1

a nontransferable, nonexclusive license to use the Samsonite Name as part of its company name;

2.1.2

a nontransferable, nonexclusive license to use the Samsonite Domain Name;

2.1.3

a nontransferable, exclusive license to use the Samsonite Trademarks in the Territory, only in connection with the marketing, distribution and sale of Licensed Products; and

2.1.4

a nontransferable, exclusive license under the Samsonite Patents and Samsonite Know-How to, subject to the provisions of clause 6, manufacture or have manufactured (within or outside the Territory), Licensed Products to be marketed, distributed and sold within the Territory.

2.2

SamEurope reserves the right to grant licenses to any Third Party to market, distribute, manufacture and sell Licensed Products:

2.2.1

outside the Territory using any trademark, including a Samsonite Trademark, and

2.2.2

within the Territory, but then only:

        (i)    in case, of the manufacture of Licensed Products for export outside the Territory; and

        (ii)   with respect to trademarks other than a Samsonite Trademark.

2.3

Other than sales to a Samsonite Entity or as otherwise provided in this clause 2, Licensee shall not sell Licensed Products outside the Territory or offer Licensed Products to Third Parties, if Licensee knows or ought to be aware that such Third Party will or is likely to sell such Licensed Products outside the Territory.

3.     USE OF INTELLECTUAL PROPERTY

3.1

Licensee shall use the Samsonite Intellectual Property only as set forth in this Agreement or as approved by SamEurope. SamEurope makes no representations, express or implied, and shall have no obligation or liability with respect to the validity outside the Territory of (i) the Samsonite Patents, and (ii) the Samsonite Trademarks.

3.2

Any interest that Licensee may acquire in any of the Samsonite Intellectual Property in any country, including the Territory, shall inure to the benefit of SamEurope. None of the rights granted to Licensee under this Agreement shall affect Samsonite's exclusive ownership of the Samsonite Intellectual Property.

3.3

Licensee shall use the Samsonite Trademarks only in the form as set forth in a style book issued by SamEurope, as amended from time to time, and shall place reasonably conspicuous trademark notices on all Licensed Products and marketing, packaging, labeling and other materials associated with the Licensed Products ( "Materials" ) in a form directed and approved in writing by SamEurope.

3.4

To maintain and enhance the goodwill and image of quality associated by the public with Samsonite and the Samsonite Intellectual Property, Licensee shall:

3.4.1

not use any Materials which are false or misleading;

4

3.4.2

ensure that all Materials fully comply with all Applicable Laws and any SamEurope internal regulations or policies in effect from time to time;

3.4.3

conduct its business operations in accordance with all Applicable Laws; and

3.4.4

distribute and sell Licensed Products only to those Third Parties which:

(a)

have a good business reputation;

(b)

to the best of Licensee's knowledge, are in no way associated or generally thought to be associated with any unfair, misleading, illegal, vulgar, obscene, immoral, unsavory or offensive activities;

(c)

maintain an adequate image for merchandising the Licensed Products in a manner appropriate for the Licensed Products;

(d)

hire and maintain trained and knowledgeable sales personnel; and

(e)

maintain a reputation for always dealing in genuine trademarked goods.

3.5

Licensee shall not use any of the Samsonite Trademarks, in whole or in part, in such a manner that any of the Samsonite Trademarks may in any way be diluted in respect of distinctiveness or validity, or may in any way impair or negate any of the rights in the Samsonite Trademarks. Licensee shall not advertise, exploit, promote, market or otherwise offer Licensed Products in any manner that may adversely affect the reputation of any Samsonite Entity or Licensee.

4.     TECHNICAL AND MARKETING ASSISTANCE

4.1

SamEurope shall use reasonable efforts to make available to Licensee during the Term appropriate Samsonite Know-How that is applicable to the distribution, marketing and sale of Licensed Products.

4.2

SamEurope shall permit Licensee's representatives to visit SamEurope facilities to observe the application and use of Samsonite Know-How.

4.3

SamEurope shall permit Licensee's authorized representatives to attend appropriate global and/or local design meetings, at Licensee's sole cost and expense, to learn about new designs for, and technical improvements of, Licensed Products manufactured at various SamEurope facilities.

4.4

SamEurope shall use reasonable efforts to make available to Licensee information on marketing efforts for Licensed Products being undertaken by other Samsonite Entities outside the Territory.

4.5

SamEurope shall provide to Licensee the same ongoing technical assistance with respect to the marketing, sale and distribution of Licensed Products on no less favorable terms and conditions as it provides to other similarly situated Licensees.

5.     BEST EFFORTS OF LICENSEE

5.1

Licensee shall use its best efforts to:

5.1.1

create a high standard, exclusive market for Licensed Products in the Territory;

5.1.2

market, advertise and promote the sale of each of the Licensed Products in the Territory;

5.1.3

maximize sales of Licensed Products in the Territory; and

5.1.4

fully satisfy the market for Licensed Products in the Territory.

5

5.2

Upon reasonable advance notice from SamEurope, Licensee shall meet with SamEurope, at Licensee's sole cost and expense, to review key business information pertaining to this Agreement including but not limited to sales, marketing, product development, manufacturing and distribution information.

6.     MATERIALS, MANUFACTURE AND PRODUCT SAFETY

6.1

Licensee may place orders directly for Licensed Products to a Third Party identified and qualified in advance in writing by Samsonite's Global Sourcing Division (the "GSD" ) pursuant to approved designs created directly by Licensee or included in Samsonite's global range of products (an "Approved Supplier" ), but only so long as such Third Party remains approved by Samsonite. Samsonite reserves the right, in its absolute discretion, to approve and withdraw approval at any time with respect to an Approved Supplier.

6.2

Licensee shall cause an Approved Supplier to manufacture and/or assemble Licensed Products under this Agreement strictly for Licensee, and not for sale to any Third Party.

6.3

With respect to Licensed Products manufactured outside the Territory, Licensee shall directly conduct price negotiations with Approved Suppliers, with assistance, as requested, from the GSD. Licensee shall be responsible for all payments for all Licensed Products purchased from any Approved Supplier.

6.4

Licensee shall not change an Approved Supplier previously approved by Samsonite without notifying SamEurope and Samsonite at least two (2) months in advance, giving Samsonite an opportunity to assess whether to approve a new supplier as an Approved Supplier.

6.5

With respect to Licensed Products manufactured by an Approved Supplier in the Territory, Licensee shall:

6.5.1

only proceed with the final design of the Licensed Products after obtaining the approval of me product concept from SamEurope;

6.52

engage in product development; provided that, Licensee may in its sole discretion request the assistance of the GSD in such product development;

65.3

ensure that factories where the Licensed Products are manufactured have been approved by the GSD;

6.5.4

follow all standard Samsonite procedures with respect to collateral materials and identification;

6.5.5

ensure that all Licensed Products are quality tested by Samsonite's Global Supply Coordination Center;

6.5.6

ensure that inspection procedures to inspect the Licensed Products are established and that such inspections take place on a timely basis at me Approved Supplier's place of business or at Licensee's warehouse, to the satisfaction of SamEurope;

6.5.7

order and pay for the Licensed Products in a timely manner, to the satisfaction of SamEurope; and

6.5.8

directly conduct price negotiations for Licensed Products with Approved Suppliers; provided that, Licensee may at its discretion request me assistance of the GSD in such price negotiations.

6.6

Licensee shall cause all Licensed Products manufactured and/or assembled under this Agreement by an Approved Supplier to be manufactured or assembled only in accordance with the specifications, technical instructions and descriptions communicated by SamEurope to

6

Licensee and to the end that such products when finished shall be of the same standard and quality as equivalent products made or assembled by SamEurope or Samsonite entities in their own factories. Licensee represents and warrants that the Licensed Products manufactured or assembled for it under this Agreement shall be manufactured or assembled to high standards, and Licensee shall establish and maintain a thorough quality control program for such Licensed Products. Upon request by SamEurope, Licensee shall send random production samples of such Licensed Products to SamEurope for inspection. SamEurope shall confine its requests to reasonable intervals and reasonable amounts. Licensee shall not sell or otherwise distribute for sale any items manufactured and/or assembled for it under this Agreement which do not, in the sole discretion and opinion of SamEurope, meet with SamEurope's standards of quality.

6.7

Licensee shall create and maintain a product safety program satisfactory to SamEurope which incorporates safety audits, consideration of feedback from distributors, consumers and other appropriate third parties, implementation of safety improvements, product recall, and procedures to assure compliance with all Applicable Laws and industry standards.

6.8

Licensee shall include with each Licensed Product proper instructions and warning labels, appropriate to the respective Licensed Product, prudent to apprise the consumer of its proper operation, use, care and maintenance and to warn of the reasonably foreseeable misuses and possible hazards associated therewith.

6.9

Licensee shall ensure that all Licensed Products meet or exceed all applicable industry, national, prefectural and local statutes, standards, regulations and guidelines throughout the Territory, including with respect to health and product safety.

6.10

Licensee shall immediately provide SamEurope with a copy of any notice received by Licensee of a pending or threatened claim of personal injury arising from the use of a Licensed Product. Licensee shall immediately notify SamEurope in writing if Licensee becomes aware of any material defects in a Licensed Product.

6.11

At all times during the Term, Licensee shall cause SamEurope to have