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| LIZ > SEC Filings for LIZ > Form 8-K on 8-Oct-2009 | All Recent SEC Filings |
8-Oct-2009
Entry into a Material Definitive Agreement, Other Events
J.C. Penney Corporation, Inc. License Agreement
On October 7, 2009, Liz Claiborne, Inc. (the "Company") entered into a license agreement (the "License Agreement") with J. C. Penney Corporation, Inc. (the "Licensee"). The License Agreement grants the Licensee an exclusive (subject to limited exceptions) right and license to use the "Liz Claiborne", "Liz & Co.", "Claiborne" and "Concepts by Claiborne" trademarks (the "Trademarks"). The License Agreement further grants the Licensee rights to other intellectual and industrial property interests in the merchandise designed by the Company that is offered under the License Agreement and which displays the Trademarks on such merchandise or related packaging (the "Licensed Products"). The scope of the license is (i) worldwide for the manufacture of the Licensed Products; and (ii) for the sale, marketing, merchandising, advertising and promotion of Licensed Products limited to Licensee's retail stores, catalog and electronic commerce operations in the United States (including the District of Columbia) and Puerto Rico, and United States military installations. The Company will lead the design process, the Licensee will be responsible for sourcing, production, marketing and distribution and they will together merchandise the brand.
The License Agreement term extends through July 31, 2020. Upon receipt of certain consents, the Company agrees to grant the Licensee an option to purchase the Trademarks and the trademarks "Lizwear" and "Liz Claiborne New York" (in each case solely in the United States and Puerto Rico) during the term. The Licensee also has the option to terminate the License Agreement under limited circumstances, including at the end of the sixth contract year. The License Agreement provides for the payment to the Company of guaranteed minimum royalties and excess royalties based on the specific royalty amount on net sales plus gross profit dollars over a specified gross profit rate.
On October 8, 2009, the Company issued a press release announcing that it has entered into license agreements with J.C. Penney Corporation, Inc. and QVC, Inc., granting rights to certain of the Company's trademarks and other intellectual property rights, attached hereto as exhibit 99.1.
Item 9.01 Exhibits.
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