EXHIBIT 10.1
MERCHANDISING LICENSE
AGREEMENT
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1.
DATED:
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As of June 12, 2009,
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2.
LICENSOR:
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PARAMOUNT LICENSING INC.
("PLI")
Los Angeles, California
90038
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LICENSEE:
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HARBREW IMPORTS, LTD.
("Licensee")
Lindenhurst, NY 11757
Telephone: 631-991-3174
Attention: Mr. Richard
DeCicco
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3.
PROPERTY:
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The theatrical motion picture
entitled "THE GODFATHER" (the "Picture").
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4.
LICENSED
ARTICLE(S):
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Italian organic Vodka and Scotch
whiskey, sold in bottles.
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5.
TERRITORY:
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United States.
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6.
TERM:
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Begins upon execution hereof by
Licensee and PLI and ends June 30, 2014, unless sooner terminated
as provided in Schedule "I" hereto.
Provided that (a) Licensee is not in
breach of any terms of this Agreement; (b) PLI has received by
December 30, 2013 an amount equal to or greater than One Million
United States Dollars (US$1,000,000.00) in royalties earned and
paid from the actual sate of the Licensed Articles; (c) PLI
receives, no later than May 31, 2014, written notice from Licensee
of Licensee's desire to extend the Term, together with payment of
Six Hundred Twenty Five Thousand United States Dollars
(US$625,000.00) as an additional advance payment against royalties,
which additional advance shall be the first installment of an
additional guarantee of Two Million Five Hundred Thousand United
States Dollars (US$2,500,000.00) (the "Additional Guarantee") due
in connection with extending the Term; and (d) Licensee and PLI
have agreed upon a payment schedule for the remainder of the
Additional Guarantee no later than May 31, 2014; then the Term
shall be extended until June 30, 2019, unless sooner terminated as
provided in Schedule "I" attached hereto, subject to the terms of
this Agreement. For the avoidance of doubt, the Additional
Guarantee may not be cross-credited against any other payments
which have already been paid or become due, and shall be recoupable
solely from royalties earned from sales of the Licensed Articles
which occur during the period from Jury 1, 2014 through June 30,
2019.
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7. LICENSES
GRANTED:
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In consideration of the payments set forth
below, and of and subject to the covenants, undertakings and
agreements by Licensee in this Agreement, PLI hereby grants to
Licensee the non-exclusive license (except as specified below) to
use the Property only in connection with the Licensed Articles (per
Paragraph 4 above), in the Channels of Distribution (per Paragraph
12 below), in the Territory (per Paragraph '5 above), and during
the Term (per Paragraph 6 above).
Notwithstanding anything to the contrary herein,
it is agreed that, provided Licensee has manufactured, distributed
and commenced the marketing and sale of a substantial number of
items of the Licensed Articles not later than the Marketing Date
set forth below, then:
(a) PLI will not authorize third parties to
distribute and sell vodka based on the Picture in the Territory
until August 31, 2011, subject to the terms of this Agreement;
and
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(b) provided PLI has received by August 31, 2011
an amount equal to or greater than Two Hundred Fifty Thousand
United States Dollars (US$250,000.00) in royalties earned from the
actual sale of the Licensed Articles, then PLI will not authorize
third parties to distribute and sell vodka based on the Picture in
the Territory until August 31, 2012.
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Except as specified in the immediately preceding
sentence, nothing in this Agreement shall be construed to prevent
or restrict PLI's or its affiliates' rights to exploit or enter
into agreements with third parties for the exploitation of rights
the same a
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