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AMENDMENT NUMBER 7
TO LICENSE
AGREEMENT
This amendment dated June 4, 2009 (the
“Seventh Amendment”) further amends the License
Agreement dated December 9, 1996, as amended by amendments Number 1
through 6 thereto (“the Agreement”), by and between
Coach, Inc. (“Licensor”) and Movado Group, Inc.
(“MGI”) and Swissam Products Limited
(“SPL”) as licensees (collectively,
“Licensee”).
WHEREAS, the parties desire to make certain
additional changes to the Agreement as set forth below:
NOW THEREFORE in consideration of the mutual
covenants and the premises set forth herein, the Agreement is
hereby amended as follows:
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Section 1.3 as
amended in the Sixth Amendment is hereby amended by adding
“Websites (as defined herein),” after “jewelry
store chains,”.
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Add the
following new Sections 1.13 and 1.14:
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“Websites” shall mean those Internet
websites owned and operated by such third parties as have been
approved in the past or future in writing by Licensor to sell
Licensed Products.
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“Online
Watch Retailers” or “OWRs” shall mean those
retailers/distributors that own and operate the Websites, each of
which shall be considered an Authorized COACH Retailer for the
purposes of the Agreement.
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Amend Section
8.4 to add the following final sentence: “Licensor
may terminate any Website previously approved by Licensor, as
provided under Section 8.10, as an approved Non-Licensor Channel
for the sale of the Licensed Products at any time upon 90
days’ written notice to Licensee.”
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Section 8.10 of
the Agreement shall be amended to add, after “Internet”
in the first sentence, “, except that the foregoing
prohibition shall not apply as to any Website which is approved in
writing by Licensor as an approved Non-Licensor Channel for the
sale of the Licensed Products.”
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Amend Section
12.4 of the Agreement by adding “or OWRs” after
“wholesale distributors” in the fourth sentence of the
Section as amended in the First Amendment.
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Immediately
following Section 12.11 of the Agreement, the following new
Sections 12.12 and 12.13 shall be added:
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“The
Licensed Products permitted to be advertised and sold by each
Online Watch Retailer on its Website may include all or a subset of
the styles and SKUs
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** CONFIDENTIAL PORTIONS OF THIS
EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 AND FILED SEPARATELY WITH THE
SECURITIES
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