12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF CONTRACT OR OTHERWISE EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES SHALL INCLUDE BUT SHALL NOT BE LIMITED TO THE COST OF REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OR USE OF DATA, INTERRUPTION OF BUSINESS OR OTHER ECONOMIC LOSS BUT NOTHING IN THIS CLAUSE SHALL OPERATE TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE.

12.2 EACH PARTY’S LIABILITY FOR THE AGGREGATE OF ALL CLAIMS IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SUM OF ALL FEES PAID TO ARM BY LGS UNDER THE PROVISIONS OF THIS AGREEMENT.
Device License Agreement

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2.01 “Permitted Markets” shall mean:

A.
Exclusive: (i). All adult (male and female) footwear; and (ii). Insoles.

B.
Non-Exclusive: (i). Athletic footwear; and (ii). Military footwear.

The parties shall work with one another and negotiate in good faith regarding growing, adding and allocating future Permitted Markets and Territories (defined below), both exclusive and non-exclusive. Such negotiations shall have the goal of (i) growing or adding Permitted Markets and Territories in those Permitted Markets and Territories in which LICENSEE has or intends to have a market presence (however, LICENSEE shall not be granted additional exclusive licenses unless LICENSEE has a “significant” market share in the particular Territory or Permitted Market); and (ii) creating a mutually beneficial business structure and may include, without limitation, creating channel, market, or other carve outs, co-existence agreements, utilizing mutual sales resources, and the sharing of relevant customer and/or business contact information. As used in this paragraph, “significant” means: (i). LICENSEE had during the 12 months preceding such date, annual gross sales revenues of all of its footwear products in the proposed Permitted Market in the Territory in excess of five-hundred thousand dollars ($500,000.00); (ii). LICENSEE has an established distributor in the proposed new exclusive Territory; or (iii). LICENSEE has a company retail outlet in the proposed new exclusive Territory.
License Agreement

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Section 2.1 Grant of License Rights. Subject to the terms and conditions of this Agreement, AK hereby grants to the Marketing Company, for the term of this Agreement, (i) the Full Right in the Territory to commercialize, market, offer for sale, use and practice and make Improvements to the Technology, including the Systems and Parts (except that in the case of Canada, the foregoing rights of the Marketing Company shall be Qualified Rights) and (ii) the Qualified Right in the Territory to sell Systems and Parts for use in the Territory. Notwithstanding anything that may be contained herein to the contrary, the Marketing Company shall have the right to issue sublicenses to any Person consistent with the license rights granted to it herein.

Section 2.2 Reservation of Rights. Notwithstanding anything contained herein to the contrary, AK shall be entitled to (i) make and have made, under and using the Technology, Systems and Parts anywhere in the world and (ii) to appoint any Person as an Approved Supplier.

License Agreement

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AGREEMENT made as of the 12th day of October 2005, (the “Agreement”) by and between Kobra International, Ltd. d/b/a Nicole Miller, a New York corporation (“Licensor”), and Signature Eyewear, Inc. a California corporation (“Licensee”) (collectively, the “Parties” and each individually a “Party”).

WHEREAS, Licensor is the owner of the Trademarks as defined herein and as set forth in Schedule 1 attached hereto; and

WHEREAS, the Trademarks are unique, extraordinary, valuable and have acquired and established outstanding reputation and goodwill; and

WHEREAS, Licensee recognizes the great value and goodwill associated with the Trademarks and that all rights to the Trademarks and the associated goodwill belong exclusively to the Licensor and that the Trademarks have acquired a secondary meaning to the public; and

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2.4 Identification. On backing cards of each Licensed Product, Licensee shall include the following language:

Manufactured by Signature Eyewear, Inc. under license from Kobra International, Ltd. [Insert specific Trademark] is a registered trademarks of Kobra International, Ltd. All rights reserved.

Licensee shall place any other notices, reflecting ownership as required by Licensor, on all Licensed Products, samples, packaging, backing cards, advertising, public relations and promotional materials.
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THIS AGREEMENT, entered into and effective as of the 15TH day of July, 1999 (the “Effective Date”) by and between TRISTRATA TECHNOLOGY, INC., a Delaware corporation having its principal place of business at 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899 (hereinafter referred to as “LICENSOR”) and MDF Acquisition Corp. a Delaware corporation having a principal place of business at 10455 Pacific Center Court, San Diego, CA 92121, (hereinafter referred to as “LICENSEE”);

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ARTICLE II – DEFINITIONS

2.01 “Excluded Channel of Trade” shall mean the mail order, multi-level and direct door-to-door markets. Notwithstanding the Excluded Channel of Trade herein, LICENSEE may process orders made by customers of LICENSEE as a result of 800 telephone, toll-free telephone or telephone orders, provided that LICENSEE and its Affiliates shall not employ television, including without limitation, television infomercials, to advertise any 800 telephone, toll-free telephone or any telephone numbers to take, process or receive sales orders.

2.02 “Licensed Patent Rights” shall mean, subject to the specific exclusions set forth in Sections 1.03 and 2.03, those portions of the patents and patent applications set forth in Schedule A hereto, as Schedule A may from time to time be amended, and all divisions, continuations, continuations-in-part, reissues, reexaminations and extensions thereof; (a) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts for: (1) the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; (b) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; and (c) covering only cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.03 Notwithstanding anything herein to the contrary, “Licensed Patent Rights” shall not include any rights to a patent or patent application on an invention unless such rights relate to:

(a) glycolic acid and/or its salts; and

(b) a method for using glycolic acid and/or its salts or compositions containing glycolic acid and/or its salts, for: (1) the treatment of human skin wrinkles or fine lines on the human skin by topically applying compositions containing glycolic acid or a salt thereof to human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner, and (5) as a shampoo;

(c) a method for using glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or

(d) a method for using glycolic acid and/or its salts, in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.

2.04 “Licensed Products” shall include any cosmetic and/or dermatologic preparation covered by the Licensed Patent Rights: (a) containing glycolic acid and/or its salts: (1) for the treatment of human skin wrinkles and/or fine lines on the human skin; (2) the treatment of dry skin; (3) as a skin cleanser; (4) as a hair conditioner; (5) as a shampoo; or (b) cosmetic and dermatologic preparations containing glycolic acid and/or its salts, in combination with salicylic acid for the treatment of acne; or (c) cosmetic and dermatologic preparations containing glycolic acid and/or its salts in combination with two percent (2%) or less of hydroquinone for the treatment of pigmented spots on human skin.
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This Name and Likeness License Agreement (this “Agreement”) is entered into as of September 22, 2006, by and between Leslie Blodgett (“Licensor”) and Bare Escentuals, Inc., a Delaware corporation (the “Company”).

WHEREAS, Licensor is the exclusive owner of all right, title and interest in and to (i) her image, signature, voice and likeness and goodwill appurtenant thereto, (ii) certain rights of publicity in and to her full and formal name, nickname or alias (her “Name”), image, likeness, voice, signature now used or hereafter to be used, photograph and other elements or attributes of her persona, identity, or personality, (iii) all rights in and to her Name, and (iv) all common law and statutory rights in the foregoing (collectively, the “Property”);

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2. Use of the Property.

(a) Subject to the terms and conditions of this Agreement and to the license rights to the Property previously granted by Licensor and listed on Exhibit A hereto, Licensor hereby licenses to the Company the exclusive right to use, and to authorize others to use, pursuant to the terms hereof, any of the Property throughout the Territory by any means, methods and technologies now known or hereafter to become known, whether relating to the Property itself or in connection with the creation, development, production, manufacturing, packaging, promotion, distribution and sale of any products and services of the Company (such products and services are referred to herein as the “Licensed Products” and the “Licensed Services”) during the term of this Agreement. During the term of any license pursuant to this Agreement, the Company shall use commercially reasonable efforts to preserve the historical goodwill of the Property, the Licensed Products and the Licensed Services. All use of the Property and Licensed Services shall inure solely to the benefit of Licensor. The use of the Property by the Company or any sublicensee thereof shall be of a quality at least substantially consistent with the Historical Standard (as defined below), provided that any use of the Property by the Company while Licensor is an officer of the Company having a general management role shall be conclusively presumed to meet the Historical Standard. The “Historical Standard,” as of any date, shall mean the quality, style and image of the Licensed Products or Licensed Services as the Property has been used by the Company after January 1, 2006 and before the date that Licensor ceases to be an officer of the Company having a general management role such period since January 1, 2006 being referred to as the “Historical Period”). …
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Bonus: Who is Leslie Blodgett? Read this article to find out: Building a ‘Bare’ Empire

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This LICENSE AGREEMENT (“Agreement”) is made and effective as of the 13th day of October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC., a newly formed California corporation with an office and place of business at 250 North Canon Drive, 2nd Floor, Beverly Hills, California 90210 (collectively, “Licensor”), and OmniReliant Corp., a Florida corporation with an office and principal place of business at 4902 Eisenhower Blvd., Suite 185 Tampa, Florida 33634 (“Licensee”) (together the “Parties”).

WITNESSETH :

WHEREAS, Richard Hilton is the worldwide owner of the KATHY HILTON trademark and all variations and combinations thereof, including various U.S. Trademark Registrations therefore, including Reg. No. 2,884,868 in International Class 24 for bed linens, et. seq.; Reg. No. 2,882,681 in International Class 20 for furniture; and, Reg. No. 3,018,255 in International Class 14 for jewelry (collectively, the “Licensed Mark” or “Licensed Marks”); and,

WHEREAS, pursuant to a master license agreement, Richard Hilton has granted all worldwide rights to the Licensed Marks to the Licensor herein; and,

WHEREAS, Licensee is a newly incorporated Florida corporation specifically formed to develop the Licensed Marks with the intent of manufacturing, promoting and selling Licensed Products (as hereinafter defined), and Licensor further desires to obtain the personal services of Ms. Kathy Hilton pursuant to the terms of this Agreement in connection with the formulation and manufacture as well as the promotion and sale of the Licensed Products; and

WHEREAS, Licensor is willing to grant the license contained in this Agreement and (the “License”) Licensee desires to obtain from Licensor, the exclusive right and license to use the Licensed Marks in the Territory (as hereinafter defined) in connection with the manufacture, promotion, distribution and sale of Licensed Products.

***

Grant of License Rights

Upon the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the term of this Agreement, the sole and exclusive right and license to use the Licensed Mark in the Territory as a trademark in connection with the development, manufacture, promotion, advertising, distribution and sale of Licensed Products and on all brand identification materials, such as product packing, containers, promotional and sale materials, publicity materials, and in all advertising media, such as newspapers, magazines, radio, television, infomercials, live television shopping, the world-wide web, cinema and similar media both presently existing or developed in the future. Sales of Licensed Products shall only be through any or all the channels of trade described in Article 1, paragraph A, but shall not include mass marketing stores such as Target, Walmart, K-Mart, Sam’s Club, Costco and Dollar General. Except as specified in Section 1(B) above, during the term of this Agreement and any extensions thereof, Licensor shall not grant any rights to any third party in connection with the Licensed Products for the Licensed Marks or any derivative thereof without Licensee’s approval.
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This Master Tower Space Reservation and License Agreement (this “Agreement”) is
entered into as of the 20th day of July 2002 by and between American Tower,
L.P., a Delaware limited partnership, with an address at 116 Huntington Avenue,
Boston, MA 02116 (hereinafter referred to as the “Licensor”), and iPCS Wireless,
Inc., a Delaware corporation, with an address at 233 Peachtree Street, N.E.,
Harris Tower Suite 1700, Atlanta, Georgia 30303 (hereinafter referred to as the
“Licensee”).

BACKGROUND

From time to time Licensee and/or its Affiliates may have the need to reserve or
license space on communication towers then-owned or operated by Licensor and/or
its Affiliates. This Agreement sets forth the terms and conditions by which
Licensee may request to reserve or license space on a communication tower and
the terms and conditions by which Licensor shall reserve or license such tower
space to Licensee.
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THIS INCRELEX™ LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below) by and between Tercica, Inc., a company incorporated under the laws of Delaware with offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005, United States of America (“Licensor”) and Beaufour Ipsen Pharma, a company incorporated under the laws of France with offices at 24 rue Erlanger, 75016 Paris, France (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas, Licensor is engaged in the business of developing and marketing of pharmaceutical products; and

Whereas, Licensor and Genentech Inc. (“GNE”) have entered into that certain License and Collaboration Agreement dated April 15, 2002 (the “GNE US License”); and Licensor and GNE have also entered into that certain International License and Collaboration Agreement dated July 25, 2003 (the “GNE Ex-US License”); whereby GNE has granted to Licensor certain rights in the Licensed Product (as defined below) under GNE’s technology, know-how and/or intellectual property rights to permit Licensor to develop, commercialize, market and promote the Licensed Product in the United States of America, and outside the United States of America, respectively; and

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2.7 Limitations on Commercializing Licensed Products for Diabetes. Notwithstanding Section 2.1, Licensee agrees and acknowledges the limitations placed upon Licensor pursuant to Section F.1(e) of the GNE Ex-US License. Accordingly, Licensee covenants that, with respect to Diabetes in the Territory, it will not (i) market, sell, offer for sale or have sold IFG-1 for which the manufacture, use or sale would infringe, if not for the licenses granted under this Agreement, the Patent Rights licensed to Licensor under the GNE Ex-US License; and (ii) market, sell, offer for sale or have sold IGF-1 that was manufactured or for which approval was received using the Licensed Know-How licensed to Licensor pursuant to the GNE Ex-US License, unless and until the Diabetes Covenant Expiration. As used herein, the “Diabetes Covenant Expiration” means the date upon which Licensor enters into a written agreement with F. Hoffman-La Roche AG granting Licensor the right to market, sell, offer for sale or have sold Licensed Products for Diabetes in the Territory. Upon the Diabetes Covenant Expiration, the license granted to Licensee in Section 2.1 shall automatically be deemed to include Diabetes in the Field definition to the extent, and only to the extent, Licensor obtains such rights and the right to sublicense the same to Licensee from F. Hoffmann-La Roche AG and as provided in Section F.1(e) of the GNE Ex-US License.
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