EXHIBIT 10.72
PORTIONS OF THIS EXHIBIT 10.72 MARKED
BY AN *** HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
CONFIDENTIAL
TREATMENT
CALVIN KLEIN, INC.
January 31, 2008
WF Overseas Fashion C.V., itself, or
by or through:
CK Jeanswear N.V.
CK Jeanswear Asia Limited
CK Jeanswear Europe S.r.l.
Calvin Klein Jeanswear
Company
CKJ Holdings, Inc.
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Re:
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“Calvin Klein Jeans”
Europe License Agreement
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“Calvin Klein Jeans”
Asia License Agreement
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“Calvin Klein Jeans”
North America License (including U.S., Canada, Mexico, Central and
South America)
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“Calvin Klein Jeans”
Jeanswear Accessories License – Europe and Asia (each a
“License”, and all collectively, the
“Licenses”)
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Ladies and Gentlemen:
As you know, Calvin Klein, Inc.
(“CKI”), on the one hand, and, as the case may be, CK
Jeanswear Europe S.r.l. (“CKJE”), CK Jeanswear Asia
Limited (“CKJA”), WF Overseas Fashion C.V.
(“WFOF”), Calvin Klein
Jeanswear Company and CKJ Holdings, Inc. (individually, or
collectively, as the case may be, “Warnaco”) are
parties to the above-referenced Licenses.
This Letter Agreement, among other
things, sets forth the terms and conditions upon which CKI is
granting certain additional rights to Warnaco pursuant to which
Warnaco may operate commercial e-commerce sites only
in the applicable territories covered
by each of the above-identified Licenses (the “Warnaco
Territories,” which, for the purposes of the e-commerce
rights described in this Letter Agreement, shall also include
Central and South America for Jeanswear Accessories, subject to
entry of a separate letter agreement attached hereto) (the
“Web Sites”) and hereby amends each such agreement to
provide for such additional
rights, as set forth herein. All capitalized terms used herein and
not otherwise defined herein shall have the meaning assigned to
them in the Licenses.
1. CKI anticipates that it may
*** .
2. In the event that CKI
*** . This obligation will survive termination of any
or all e-commerce rights granted Warnaco hereunder.
3. Warnaco may develop and operate
independent and/or common web sites (each, as defined below) for
Jeanswear apparel and Jeanswear Accessories (as permitted and
provided herein), subject to CKI’s design approval, as
further provided herein, as to any such site, provided that
products may only be sold to customers within the Warnaco
Territories. A “common web site” means a Web Site
featuring two or more of the following: Jeanswear apparel,
Jeanswear Accessories, and/or Underwear provided such products are
produced pursuant to the Licenses or Administration Agreement. An
“independent web site” means a Web Site featuring one
of the following: Jeanswear apparel, Jeanswear Accessories, and/or
Underwear, provided such products are produced pursuant to the
Licenses or Administration Agreement. The parties acknowledge that,
except as specifically provided in Section 7 below, Warnaco has the
right to operate a Calvin Klein Underwear Web Site and that CKI has
no approval rights with respect to any such Calvin Klein Underwear
Web Site (the terms and conditions of whic
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