Exhibit 10.63
AMENDMENT TO
TRADEMARK LICENSE
AGREEMENTS
This Amendment to Trademark License
Agreements, dated as of December 24, 2004 (this”
Amendment”), to the Trademark License Agreements described
below, is entered into by and between Mrs. Fields Franchising, LLC
(“MFF”), a Delaware limited liability company, as
successor-in-interest to The Mrs. Fields’ Brand, Inc. and/or
Mrs. Fields’ Original Cookies, Inc., and Shadewell Grove IP,
LLC (“Shadewell”), a Delaware limited liability
company, as successor-in-interest to Nonni’s Food Company,
Inc. (“Nonni’s”), a Florida
corporation. MFF and Shadewell are sometimes
collectively referred to herein as the
“parties.”
A.
The parties wish to amend the following Trademark License
Agreements entered into between their
predecessors-in-interest: (a) Trademark License Agreement
dated January 3, 2000, as previously amended (the “January
2000 TMLA”); (b) Trademark License Agreement dated February
21, 2001 (the “February 2001 TMLA”), as previously
amended; and (c) Trademark License Agreement dated March 31, 2003
(the “March 2003 TMLA”; and all agreements
collectively, the “Existing Agreements”), upon the
terms set forth herein.
B.
The capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Existing
Agreements.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as
follows:
1.
Amendment to Section 5 — Running Royalties Payment Due
Date . Section 5 of each of the Existing Agreements
currently provides that Shadewell will pay Running Royalties to MFF
on the last day of the month following the end of each calendar
quarter covered by the respective Existing Agreements. Each
Existing Agreement is hereby amended to reflect that, effective as
of the date of this Agreement, Shadewell shall remit such Running
Royalties to MFF no later than 60 days following the end of each
calendar quarter covered by the Existing Agreement.
2.
Amendment to Section 6 of January 2000 TMLA — Guaranteed
Royalty Payment Due Date . Section 6 of the January 2000
TMLA currently provides that Shadewell will pay any Guaranteed
Royalties to MFF within 45 days following the end of the respective
12-month period.
