Royalty Agreement - Hansen's Juices Inc. and Hansen's Juice Creations
Law Offices
ROSKY, LANDAU, STAHL & SHEEHY
8383 Wilshire Boulevard, Suite 828
Beverly Hills, California 90211
May 14, 1996
Hansen's Juice Creations
11777 San Vicente Boulevard Suite 860
Los Angeles, California 90049
RE: Royalty Agreements
Gentlemen:
Enclosed you will find the executed Operating Agreement of Hansen's
Juice Creations, Limited Liability Company and the Royalty Agreements from
Hansen's Juices, Inc. regarding the fresh juice royalties and from Hansen's
Trust regarding all other products to be sold by Hansen's Juice Creations.
This letter is to specifically set forth the understanding of both
Hansen's Juices, Inc. and Hansen's Trust regarding the Royalty Agreements and
what products are covered therein and conditions the enclosed Royalty
Agreements.
I. Regarding Hansen's Juices, Inc. it is the understanding of Hansen's
Juices, that all juice products, i.e., fresh juice, juices in
bottles, drinks prepared as a fresh juice drink from bag in the box
and any other juice product which is sold by Hansen's Creations
will be covered by the Royalty Agreement. This is the case even
though the Royalty Agreement particularly sets forth the statement
that the product is fresh juice and fresh juice product.
2. That any and all other products sold by the Hansen's Creations,
i.e., coffee, baked goods, spreads, candy bars, any product
purchased from any third party, whether with the Hansen's name or
not, sold through the Hansen's Creations or any store owned or
operated by Hansen's Creations and any other person will bear the
one percent (1%) royalty to the Hansen's Trust.
If this truly sets forth our understanding of all of the parties,
please execute a copy of this letter and return it to this office. Said letter
will become a part of the Royalty Agreements which are included herein.
Respectfully,
/s/ Burton S. Rosky
Rosky, Landau, Stahl & Sheehy
BSR/lyo
Enc.
cc: Hansen's Juices, Inc.
Christensen, White, Miller, Fink, Jacobs
Glaser & Shapiro, LAP
IT IS HEREBY AGREE TO AS SET FORTH ABOVE.
Dated: , 1996 Timothy Kane
Dated: , 1996 Harvey Laderman
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<DESCRIPTION>AMENDMENT TO ROYALTY AGREEMENT MAY 9, 1997
<TEXT>
AMENDMENT TO ROYALTY AGREEMENT
dated April 26, 1997
THE ROYALTY AGREEMENT dated April 26, 1996, by and between Hansen's Juices,
Inc., a California corporation as "LICENSOR" and Hansen's Juice Creations, LLC,
as "LICENSEE" is hereby amended to provide that notwithstanding anything to the
contrary in the Royalty Agreement dated April 26, 1996:
1. Notwithstanding anything in this Amendment to the contrary,
Licensor shall be permitted to continue to sell without restriction
pre-bottled juices. Further, Licensor shall have the right to sell
non-bottled fresh or frozen fruit, fresh juices ("fresh juice" shall
have the same meaning as defined in Paragraph 10.02 of the annexed
Agreement of Purchase and Sale of Membership Interest) and smoothies to
any entity so long as Licensor does not have reason to know that the
purchaser of such product(s) intends to use such product(s) in a Taylor
machine or similar machine.
2. LICENSEE shall have the exclusive right to supply:
a. any and all non pre-bottled juices or juice based
drinks that are sold under the "Hansen's(R)"
Tradename or designation whereby such juices or
juice-based drinks are supplied in bulk or
blended on-site and are dispensed into cups or
containers, rather than the sale of bottled
drinks that are pre-bottled at LICENSOR'S
facility; and
b. any and all fresh or frozen fruit, non-bottled
fresh or frozen juices, juice ingredients,
smoothies or any non-bottle' or pre-bottled
custom-blended juice-based product sold under the
Hansen's tradename or any other tradename to the
extent that said product or products are for use
in a Taylor machine or similar machine.
3. LICENSEE shall purchase all of its requirements for juices,
smoothies and purees, and all ingredients thereof, from LICENSOR to
the extent such products are intended for use in a Taylor machine
or similar machine. Such purchases shall be made on terms and
conditions which are no less favorable to LICENSEE (including as to
price, quality and payment terms) than the most favorable terms
available to an independent third party. In addition, LICENSOR
agrees to sell all such products that LICENSEE may need in
accordance with the terms described in this section; provided,
however, that LICENSOR shall have no obligation to develop or
create new products for LICENSEE.
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of this
9th day of May 1997.
The Fresh Juice Company of California, a Delaware corporation
By: /s/ Jeff Heavirland
Name: Jeff Heavirland
Title: PRES/CEO
Hansen's Juice Creations, Limited Liability Company,
a California limited liability company
By: /s/ Harvey Laderman
Chairman and Manager