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License Agreement - Mariz Gestao E Investimentos Ltda. and Weider Nutrition Group Ltd.

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                                LICENSE AGREEMENT

                                     BETWEEN

                      MARIZ GESTAO E INVESTIMENTOS LIMITADA

                                       AND

                         WEIDER NUTRITION GROUP LIMITED

                   Dated as of This 1st Day of December, 1996




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THIS AGREEMENT is dated as of the 1st day of December, 1996 and made between:

       1.     MARIZ GESTAO E INVESTIMENTOS LTDA, a Madeira corporation, whose
              registered address is Ruas das Murgas, 68, 900 Funchal, Madeira,
              Portugal ("Licensor"); and,

       2.     WEIDER NUTRITION GROUP LIMITED, a United Kingdom corporation,
              whose registered address is Sceptre House 169/173 Regent Street,
              London ("Licensee").

WHEREAS:

A.     Licensor is the exclusive licensee for the territories ("Territories")
       identified in Schedule 3 hereto with respect to the Trademarks
       ("Trademarks") identified in Schedule 1 attached hereto.

B.     Licensee has requested a sublicense with respect to the Trademarks for
       the purpose of exclusively advertising, marketing and distributing the
       Products identified in Schedule 2 in the Territories.

C.     Licensor has agreed to grant such a license to Licensee on the terms set
       forth in this Agreement.

THIS  AGREEMENT IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1.     DEFINITIONS

       In this Agreement the following terms shall have the following meanings:

       "TRADEMARKS" shall mean the Trademarks as listed in Schedule 1.

       "NET RECEIPTS" shall mean the actual amounts collected by Licensee (or
       its affiliated or subsidiary companies) from sales of Products in the
       Territories.

       "PRODUCTS" shall mean the products identified in Schedule 2 carrying the
       Trademarks and which are to be sold in the Territories.

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       "ROYALTIES" shall mean the payments to be made in accordance with Clause
       3.1(c).

       "ROYALTY YEAR" shall mean each twelve (12) month period commencing June
       1, 1999.

       "SCHEDULES" shall mean the Schedules attached hereto which form part of
       this Agreement.

       "TERRITORIES" shall mean those countries together with all relevant
       colonies dependencies and protected territories, if any, as set out in
       Schedule 3.

       "TRADE MARK IMAGE" shall mean the image as defined in Clause 6.7. "$"
       shall mean United States Dollars.

2.     GRANT

       2.1    Subject to the following terms and in consideration of the
              obligations undertaken by Licensee under this Agreement, Licensor
              grants to Licensee an exclusive sublicense with respect to the
              Trademarks which grant shall consist of the exclusive right to
              distribute, advertise, promote and market the Products only in the
              Territories.

       2.2    Licensor warrants that, subject to clause 2.4 below, this
              Agreement is the valid and binding obligation of Licensor
              enforceable against it in accordance with its terms, that no other
              person or entity has any rights to the Trademarks and that the
              execution, delivery and performance of this Agreement does not
              violate the rights of any person or entity.

       2.3    Licensee shall not directly or indirectly market, distribute,
              promote or advertise the Products in any country other than the
              Territories, except that nothing contained herein shall prohibit
              Licensee's affiliated entities from conducting their business
              operations in Canada, the United States, Mexico, Spain and
              Portugal and using trademarks identical to, or substantially the
              same as, the Trademarks.

       2.4    Licensee acknowledges that in some countries of the Territory
              there are persons and entities conducting business activities
              consisting of the sale and distribution of products which are

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              the same as, or substantially similar to, Products and utilizing
              trademarks (the "Unavailable Trademarks") which are the same as,
              or substantially similar to, the Trademarks. Licensor covenants
              and agrees to use its best efforts to terminate, at Licensor's
              sole cost and expense, the rights of such persons or entities to
              conduct business activities using the Unavailable Trademarks and,
              where possible, but subject to the provisions of the final
              sentence of this Clause 2.4, to acquire the Unavailable
              Trademarks, whereupon, if Licensor is successful in such efforts,
              each such acquired trademark shall become a "Trademark" subject to
              this Agreement. Notwithstanding the foregoing, Licensor shall be
              under no obligation to acquire any Unavailable Trademark unless:
              (i) if Licensor is obligated to, and does, pay a price for such
              acquisition, Licensee shall, for the five (5) year period from the
              date of acquisition, pay Licensor, at the same times referred to
              in Clause 3.4 i.e. on an annual basis, a minimum royalty equal to
              one fifth (1/5th) of purchase price so paid by Licensor; and (ii)
              if the purchase price for the acquisition of the Unavailable
              Trademarks exceeds forty thousand U.S. dollars ($40,000.00), the
              Licensee shall, at Licensor's request, advance funds to Licensor
              equal to such excess, to enable Licensor to pay such price, said
              advance to be repaid by Licensor to Licensee, without interest, in
              five (5) annual installments by way of deductions from Royalties
              otherwise payable by Licensee to Licensor pursuant to this
              Agreement, provided that any purchase of Unavailable Trademarks
              pursuant to this Clause 2.4 shall require the prior approval of
              the Licensee.

3.     ROYALTIES, PAYMENT AND AUDIT RIGHTS

       3.1    In consideration of the rights granted by Licensor pursuant to
              this Agreement and subject to Licensor using its best efforts to
              comply with its obligations hereunder, Licensee shall pay Licensor
              as follows:

              (a)    The sum of three hundred sixty thousand United States
                     dollars ($360,000) as a one time fee for the option
                     provided for in Clause 14.6, which shall be paid upon
                     signature of this Agreement.

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              (b)    For the period December 1, 1996 through November 30, 1998,
                     the sum of one United States dollar ($1.00).

              (c)    For the period December 1, 1998 through May 31, 1999
                     ("Partial Royalty Year") and in each Royalty Year
                     commencing June 1, 1999, Royalties shall be paid as
                     follows:

                     (i)    In connection with Net Receipts received by Licensee
                            (or its affiliated or subsidiary companies) from
                            sales of Products in the Territories aggregating not
                            more than $33 million, the Royalty owing by Licensee
                            to Licensor shall be four percent (4%) of Net
                            Receipts.

                     (ii)   In connection with Net Receipts received by Licensee
                            (or its affiliated or subsidiary companies) from
                            sales of Products in the Territories aggregating
                            more than $33 million, but not more than $66 million
                            the Royalty shall be three and one-half percent
                            (3.5%) of Net Receipts.

                     (iii)  In connection with Net Receipts received by Licensee
                            (or its affiliated or subsidiary companies) from
                            sales of Products in the Territories aggregating
                            more than $66 million but not more than $100 million
                            the Royalty shall be three percent (3%) of Net
                            Receipts.

                     (iv)   In connection with Net Receipts received by Licensee
                            (or its affiliated or subsidiary companies) from
                            sales of Products in the Territories aggregating
                            more than $100 million, the Royalty shall be two and
                            one-half percent (2.5%) of Net Receipts.

       3.2    The Royalties described in Sub-item c (and the sub-items thereof)
              of Clause 3.1, shall, subject to the next sentence, apply in the
              Partial Royalty Year and thereafter in each

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              Royalty Year. The Partial Royalty Year shall be pro-rated with the
              result that the Royalty Rate of 3.5% shall apply in the Partial
              Royalty Year if Net Receipts are more than $16,500,000 which is
              6/12ths of $33,000,000. The foregoing may be illustrated by the
              following example: If in the Partial Royalty Year which commences
              December 1, 1998 and continues through May 31, 1999, the Net
              Receipts equaled $15,000,000.00, the Royalties owing by the
              Licensee to the Licensor for that Partial Royalty Year would be
              $600,000.00. However, if in the Royalty Year commencing June 1,
              1999, the Net Receipts received by the Licensee from sales of
              Products in the Territories were $32,000,000.00 (with the result
              that in the Partial Royalty Year and first Royalty Year, the
              aggregate Net Receipts were $47,000,000.00), the Royalty for that
              first full Royalty Year in this example would still be four
              percent (4%) of Net Receipts, or $1,280,000.00.

       3.3    In connection with Royalties owing pursuant to Clause 3.1(c), the
              Licensee shall, commencing December 1, 1998, pay the Licensor a
              monthly Royalty on account of forty-thousand dollars ($40,000)
              which shall be paid no later than the first day of each month from
              and after December 1, 1998.

       3.4    (a)    Within ninety (90) days following the end of the Partial
                     Royalty Year and thereafter within ninety (90) days
                     following each Royalty Year commencing June 1, 1999, to the
                     extent that the amounts theretofore paid by Licensee to the
                     Licensor under Clause 3.3 is less than the Royalties
                     otherwise due and owing by the Licensee to the Licensor
                     (pursuant to Clause 3.1(c) above), the difference shall be
                     paid by the Licensee to the Licensor.

              (b)    If the amounts paid by the Licensee to the Licensor under
                     Clause 3.3 exceed the Royalties otherwise due and owing by
                     the Licensee to Licensor pursuant to Clause 3.1(c), for the
                     Partial Royalty Year or any Royalty Year, as the case may
                     be, the amount of the over payment shall be paid by the
                     Licensor to the Licensee within ninety (90) days following
                     the end of the Partial Royalty Year, or Royalty Year as the
                     case may be, in which the payments under Clause 3.3
                     exceeded the Royalties otherwise owing.

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              3.5    Payments of Royalties pursuant to Clause 3.4 (a) shall be
                     accompanied by a Royalties Statement setting forth the
                     number of units of the Products sold for the period with
                     respect to which the Statement relates together with such
                     other information reasonably necessary to enable Licensor
                     to verify the accuracy of the payment.

              3.6    Subject to reasonable notice and at a reasonable time
                     during the business day Licensee shall (not more often than
                     once in each Royalty Year) make available its books and
                     management accounts applicable to Net Receipts for
                     inspection by Licensor or its representatives to enable
                     Licensor to verify the accuracy of the Royalties
                     theretofore paid by Licensee. if the investigation reveals
                     an under payment of Royalties, the amount of the under
                     payment shall be paid by Licensee within thirty (30) days
                     following receipt of notification from Licensor, together
                     with interest at the annual rate of ten percent (10%) on
                     the shortfall from the date it was due to date of payment.

4.     TERM

       This Agreement shall continue until May 31, 2002. On June 1, 2002, this
       Agreement shall automatically renew for successive one (1) year terms
       unless earlier terminated as provided for in Clause 10, or unless this
       Agreement terminates as provided for in Clause 14.6.

5.     LICENSEE'S OBLIGATIONS AS TO QUALITY

       5.1    Licensee, if and when reasonably requested to do so by Licensor,
              shall promptly deliver to Licensor, or any entity designated by
              Licensor ("Licensor's Representative" herein) free of charge
              samples of the Products including their wrappings, packaging and
              all advertising and promotional materials in connection therewith,
              and shall not commence advertising, promotion or distribution of
              the Products if Licensor's Representative disapproves any aspect
              of these items, or the Products.

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6.     USE AND PROTECTION OF TRADEMARKS

       6.1    The Trademarks shall be used as follows:

              6.1.1  The Products shall prominently display the applicable Trade
                     Mark.

              6.1.2  No marks other than the applicable Trade Mark or product
                     brand name shall be affixed by Licensee to the Products.

       6.2    Licensee shall not during the Term:

              6.2.1  Register in the Territories any of the Trademarks in its
                     own or any third party's name as proprietor, unless it
                     exercises the option provided for in Clause 14.6.

              6.2.2  Claim any right, title or interest in and to the Trademarks
                     in the Territories save as is granted by this Agreement,
                     unless it exercises the option provided for in Clause 14.6.

              6.2.3  Assign or grant any sub-license to the benefit of this
                     Agreement to any non-affiliated person or entity without
                     the prior written approval of Licensor which shall not be
                     unreasonably withheld.

              6.2.4  Use the Trademarks in any manner inconsistent with this
                     Agreement or on or in connection with any products or
                     services other than the Products.

       6.3    Licensee shall promptly call to the attention of Licensor the use
              of any part of the Trademarks by any third party or any activity
              of any third party which might in the opinion of Licensee amount
              to infringement or passing off.

       6.4    Where requested by Licensor, Licensee shall use its best endeavors
              to assist Licensor to effect any trade mark or other intellectual
              property restoration in the Territories that is relevant to this
              Agreement. Subject to the foregoing, it shall be the obligation of
              the Licensor throughout the Term, at its sole cost and expense, to
              maintain current the registrations applicable to the Trademarks
              and to take all steps necessary to protect the Trademarks and
              shall, where

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              appropriate, take action against persons or entities who infringe
              on the Trademarks anywhere in the Territories, in a manner
              inconsistent with the rights granted by the Licensor to the
              Licensee pursuant to this Agreement. It shall be the obligation of
              the Licensee, however, to obtain appropriate health clearance and
              other licenses and permits to sell Products in the Territories.
              The Licensor makes no warranties or representations to the
              Licensee that any of the Products may be sold in any of
              Territories.

       6.5    Intentionally Deleted.

       6.6    Intentionally Deleted.

       6.7    The Trade Mark Image is the worldwide popular perception of the
              name "Weider" - the Parties accept that the popular perception is
              one that will expect the Products to be of the highest standard of
              quality and to be the state of the art with respect to each
              relevant industry.

7.     LICENSEE NOT TO USE LICENSOR'S NAME

       Licensee shall not, except with the prior written consent of Licensor,
       make use of the name of Licensor in any connection in the Territories
       otherwise than is expressly permitted by this Agreement.

8.     LICENSEE'S OBLIGATIONS AS TO MARKETING

       8.1    It is agreed by Licensee that the Products will be sold to
              recognized wholesale firms for resale or to retail firms for
              resale to the public or direct to the public and Licensee shall
              provide Licensor with a list of all such wholesale and retail
              firms upon reasonable request and shall cease to do business with
              any of them with respect to the Products if, for valid business
              reasons, Licensor requests Licensee in writing to cease such
              business relationships.

       8.2    Licensee shall ensure so far as it is reasonably practicable that
              the Products are not supplied to other manufacturers or to
              hawkers, peddlers, street vendors and the like or to any

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              person intending to distribute the Products gratuitously or for,
              or in connection with, any immoral or illegal purposes.

       8.3    Licensee shall at all times use its best endeavors to promote and
              sell the Products in the Territories and to maximize the market
              penetration by the Products in each of the Territories.

       8.4    All marketing plans and advertising campaigns for the Products to
              be undertaken by Licensee shall be submitted to Licensor by
              Licensee only if Licensor requests the same, the Licensor acting
              reasonably in this connection and thereafter the same shall be
              subject to the prior reasonable written approval of Licensor's
              Representative.

9.     ACTION AGAINST THIRD PARTIES.

       9.1    As a material term of this Agreement, if reasonably requested to
              do so by the Licensee, the Licensor shall take all actions as
              shall be necessary to protect the Trademarks against infringement
              by unauthorized persons or entities in the Territories, such as
              filing and prosecuting law suits against such infringers. The
              Licensee shall, if requested to do so by the Licensor, cooperate
              fully with the Licensor in the performance by the Licensor of its
              obligations under this Clause 9.1. Notwithstanding the foregoing,
              however, the Licensee's request shall not be considered
              "reasonable" unless the infringement is taking place in a country
              of the Territory which is material, in the reasonable and good
              faith opinion of Licensee, to the ongoing business activities of
              the Licensee in connection with the Trademarks and, from the
              standpoint of good business judgment, there is a realistic
              possibility of financial recovery from the infringer. All amounts
              actually recovered in such suits, net of Licensor's legal expenses
              incurred in prosecuting such suits, shall be shared equally
              between the parties.

       9.2    If the Licensor does not comply with its obligations set forth in
              Section 9.1 (and elsewhere herein with respect to protection of
              the Trademarks and actions against infringers of Trademarks, as
              the case may be), the Licensee shall have the right to take such
              action in its, Licensee's name, and the

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              Licensee shall, in that event, be entitled to retain any and all
              amounts recovered by the Licensee in any such infringement
              actions. Provided, however, that if the Licensee takes such
              actions against the infringers which it was the Licensor's
              obligation to take, as set forth in Section 9.1, the Licensee
              shall be entitled to deduct, from the next amounts otherwise
              payable to the Licensor pursuant to this Agreement, the out of
              pocket court costs, legal costs and other reasonable attorneys
              fees incurred by the Licensee in taking such actions.

       9.3    Licensee shall in no circumstances settle any claim or action
              against third parties without the prior written consent of
              Licensor which shall not be unreasonably withheld.

10.    TERMINATION

       10.1   Notwithstanding 4 above in the event of any of the following
              breaches by Licensee, Licensor shall be entitled to terminate this
              Agreement upon written notice and, immediately thereupon, this
              Agreement shall cease to have effect, but without prejudice to the
              rights and remedies of Licensor in respect of the breach or
              antecedent breach by Licensee of any of its obligations under this
              Agreement.

              10.1.1 Failure on the part of Licensee to make any payment due to
                     Licensor under this Agreement for 21 days after such
                     payment shall have become due.

              10.1.2 Breach by Licensee of any other provision of this Agreement
                     and Licensee's failure to cure the same within forty-five
                     (45) days of the receipt of written notice from Licensor
                     identifying the breach and calling upon Licensee to remedy
                     it.

              10.1.3 The voluntary or compulsory liquidation of Licensee or the
                     appointment of a receiver of its assets.

       10.2   Notwithstanding anything to the contrary set forth herein, this
              Agreement shall forthwith terminate upon the exercise by the
              Licensee of the option referred in Clause 14.6.

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11.    CONSEQUENCES OF TERMINATION

       11.1   Subject to Clauses 11.2 and 11.3 and subject further to Clause
              10.2, immediately on termination of this Agreement, as provided
              for in Clause 10.1 (but not 10.2), Licensee shall discontinue all
              use of the Trademarks.

       11.2   If Licensee shall have any remaining stocks (inventory) of the
              Products at the time of termination they may be disposed of by
              Licensee in compliance with the terms of this Agreement, but not
              otherwise.

       11.3   Any Products in the course of manufacture at the time of
              termination may be completed within 120 days and disposed of in
              compliance with the terms of this Agreement, but not otherwise.

12.    INDEMNITY

       12.1   Licensor's Right to Indemnity.

       Licensee shall indemnify Licensor against all actions, claims, costs,
       damages and expenses which it may suffer or sustain as a result of the
       actions of Licensee or the breach by Licensee of any provision of this
       Agreement.

       12.2   Licensee's Right to Indemnity.

       Licensor shall indemnify Licensee against all actions, claims, costs,
       damages and expenses arising out of Licensee's use the Trademarks in
       accordance with the terms of this Agreement or arising out of any breach
       by Licensor of this Agreement.

13.    INSPECTION

       Licensee shall permit Licensor at all reasonable times to inspect
       Licensee's premises in order to satisfy itself that Licensee is complying
       with its obligations under this Agreement.

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14.    MISCELLANEOUS

       14.1   No Waiver.

       No waiver by Licensor of any of Licensee's obligations under this
       Agreement shall be deemed effective unless made by Licensor in writing
       nor shall any waiver by Licensor in respect of any breach be deemed to
       constitute a waiver of or consent to any subsequent breach by Licensee of
       its obligations under this Agreement.

       14.2   Severance

       In the event that any provision of this Agreement is declared by any
       judicial or other competent authority to be void, voidable illegal the
       remaining provisions shall continue to apply unless Licensor, in
       Licensor's discretion, decides that the effect is to defeat the original
       intentions of the parties in which case it shall be entitled to terminate
       this Agreement by 30 days' notice.

       14.3   No Agency or Partnership

       The parties are not partners or joint venturers nor is Licensee entitled
       to act as Licensor's agent nor shall Licensor be liable in respect of any
       representation act or omission of Licensee of whatever the nature.

       14.4   Notice

       Any notice to be served on either of the parties by the other shall be
       sent by pre-paid recorded delivery or registered post or by telex or
       facsimile to the address stated above and shall be deemed to have been
       received by the addressee within 72 hours of posting or 24 hours if sent
       by telex or facsimile transmission to the correct number (with correct
       answerback) of the addressee.

       14.5   Governing Law

       This Agreement is made subject to the laws of England and all questions
       including formation, interpretation and enforcement shall be referred to
       Arbitration which shall take place in London

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       England, according to the arbitration rules of the International Chamber
       of Commerce. Each of the parties shall be entitled to select one
       arbitrator and the two arbitrators so selected shall select a third
       arbitrator. The decision of the arbitration tribunal shall be by majority
       decision and shall be final, binding and conclusive between the parties.
       Any arbitration award issued by such arbitration tribunal shall include
       an award of reasonable attorneys fees to the prevailing party in that
       arbitration.

       14.6   Irrevocable Option

       Licensee is hereby granted an irrevocable option to purchase the
       Trademarks subject to the following: (i) the option may not be exercised
       prior to May 31, 2002; (ii) the purchase price shall be the greater of
       $7,000,000 U.S. or 6.5 times the Royalties paid (or due, as the case may
       be) for the Royalty Year immediately preceding the date of exercise of
       the option; and (iii) the option shall be exercised by the Licensee by
       providing written notice of the exercise thereof to the Licensor. Upon
       receipt of the written notice of exercise by Licensor the following shall
       apply: Within sixty (60) days following the notice of exercise, the
       Licensee shall pay the purchase price to the Licensor. Thereafter, within
       one hundred and twenty (120) days following such payment, the Licensee
       shall pay the Licensor any and all Royalties which have accrued and not
       been theretofore paid, as of the date on which the purchase price was
       paid. If the purchase price is not paid by the Licensee to the Licensor
       within the said sixty (60) day period referred to herein, the Licensee
       shall pay to the Licensor, in addition to the purchase price, interest on
       the unpaid amount calculated at the rate of fifteen percent (15%) per
       annum from the date on which the amount should have been paid to the date
       of payment. The Licensor shall obligated to take all steps necessary to
       transfer title in and to the Trademarks to the Licensee following the
       date of the said payment of the purchase price as provided for herein.

       14.7   Withholding Taxes

       Licensor and Licensee agree that the Licensee will not be liable for any
       withholding tax, including any interest, penalties or other associated
       costs (hereinafter referred to as "Withholding Costs"),

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       relating to any withholding tax obligation imposed by the government or
       taxing authority of any country, state, province, municipality or any
       other government jurisdiction arising as a result of this Agreement.
       Licensor further agrees to indemnify, reimburse and otherwise hold
       harmless, the Licensee for any such costs imposed on the Licensee.
       Licensee agrees to use its best efforts to lawfully structure its sales
       of Products and payments hereunder in such a manner as to avoid the
       necessity of paying a withholding tax to any authority, and agrees to
       consult with Licensor in connection with such structures.


--------------------------------------      ------------------------------------
For and on behalf of                        For and on behalf of
Mariz Gestao E. Investimentos Limitada      Weider Nutrition Group, Ltd.

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                                   SCHEDULE 1

The Trademarks

Trademarks and master brand names used in the United States and countries
comprising the "Territories" as defined in Schedule 3 on or prior to December 1,
1996, by companies affiliated with Weider Health and Fitness, a Nevada
Corporation, in the advertising, labeling, marketing and distribution of
"Products" as defined in Schedule 2.

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                                   SCHEDULE 2

Products

Nutritional Supplement products such as drinks, powders, vitamins, tablets,
sports nutrition products, and the like

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                                   SCHEDULE 3

Territories

All countries of the world except Canada, the United States (and its
possessions) Mexico, Spain and Portugal.

The parties acknowledge that, until such time as the license agreements
hereinafter referred to can be legally terminated, the following countries are
not part of this Territory as a result of pre-existing license agreements
involving Trademarks which are the same as, or substantially similar to, the
Trademarks: Japan, Australia, New Zealand and South Africa.

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