EXHIBIT
10.68

PORTIONS OF THIS EXHIBIT 10.68 MARKED BY
AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.









	    	 CONFIDENTIAL TREATMENT





CONFIDENTIAL —
NEITHER THIS DOCUMENT, ITS TERMS OR PROVISIONS OR THE RELATIONSHIP
CONTEMPLATED THEREIN IS TO BE DISCUSSED OR USED WITHOUT THE CONSENT OF
CALVIN KLEIN, INC. OR WF OVERSEAS FASHION C.V. A DRAFT DOES NOT
CONSTITUTE AN OBLIGATION OF THE PARTIES. NO BINDING AGREEMENT WILL
RESULT UNLESS A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED
BY THE PARTIES. THERE IS NO OBLIGATION TO EXECUTE ANY SUCH
AGREEMENT.


LICENSE
AGREEMENT

BETWEEN


CALVIN KLEIN,
INC.


AND


CK JEANSWEAR EUROPE
S.P.A.


AND


WF OVERSEAS FASHION
C.V.


	
				
	










	    	 CONFIDENTIAL TREATMENT





TABLE OF
CONTENTS






																			
	ARTICLE
I.   GRANT		 	 	 
	 		1.1		License
	 		 		1.1.1		Exclusion
of Retail
Sales
	 		 		1.1.2		Right
to
Manufacture
	 		1.2		Reservation
	 		 		1.2.1		Retail
Stores; Company-Controlled
Stores
	 		 		1.2.2		E-Commerce/Promotional
Goods
	 		 		1.2.3		Third
Party
Licensees
	 		1.3		Limitations
	 		1.4		Definitional
Disputes
	 		1.5		Exploitation
of the
License
	 		 		1.5.1		Best
Efforts
	 		 		1.5.2		Non-Competition
	 		1.6		Showrooms;
In-Store Shops; Trade
Shows
	 		 		1.6.1		Showrooms		 	 	 
	 		 		1.6.2		In-Store
Shops
	 		 		1.6.3		Trade
Shows
	 		 		1.6.4		Visual
Design
Personnel
	ARTICLE
II.   LICENSE
PERIOD
	 		2.1		License
Period
	ARTICLE
III.   SALES
	 		3.1		Sales/Marketing
and Production
Plans
	 		3.2		Deliberately
Omitted
	 		3.3		Sales
to CKI and its
Employees
	ARTICLE
IV.   LICENSE
FEES
	 		4.1		Requirement
of
Fees
	 		 		4.1.1		Percentage
Fees
	 		 		4.1.2		Gross
and Net
Sales
	 		 		4.1.3		Minimum
Guaranteed
Fees
	 		 		4.1.4		Allocation
of Minimum Guaranteed Fees and Percentage
Fees
	 		4.2		Statements
	 		4.3		Books
and
Records
	 		4.4		Underpayments
	 		4.5		Manner
of
Payment
	 		4.6		Interest
on Late
Payment
	 		4.7		No
Set-Off
	 		4.8		Taxes
	 		4.9		Financial
Statements
	 		4.10		Financial
Covenants
	














	    	 CONFIDENTIAL TREATMENT








																			
	ARTICLE
V.   ADVERTISING AND
PROMOTION
	 		 	5.1	 		Advertising
	 		 	 	 		5.1.1		Initial
Support/Reimbursement
	 		 	 	 		5.1.2		Advertising
Obligation
	 		 	 	 		5.1.3		CRK
Fee
	 		 	 	 		5.1.4		Co-operative
Advertising and Public
Relations
	 		 	5.2	 		‘Usage’
	 		 	5.3	 		Approval
of Materials,
Activities
	 		 	5.4	 		Samples
	ARTICLE
VI.   QUALITY AND
STANDARDS
	 		 	6.1	 		Distinctiveness
and Quality of the Licensed Mark
	 		 	 	 		6.1.1		Consistency
with Other Products
	 		 	6.2	 		Design
	 		 	 	 		6.2.1		Time and Action
Calendar
	 		 	 	 		6.2.2		Themes
	 		 	 	 		6.2.3		Design
Concepts
	 		 	 	 		6.2.4		Certain Other
Approvals
	 		 	 	 		6.2.5		CKI Designs
	 		 	 	 		6.2.6		Prototypes
	 		 	 	 		6.2.7		Final Approval and
Sales
	 		 	6.3	 		Manufacture
of Licensed Products by Third
Parties
	 		 	6.4	 		Non-Conforming
Products
	 		 	6.5	 		Approvals
	 		 	6.6	 		Marketing,
Labeling, Packaging, Promotions, Business
Materials
	 		 	6.7	 		Inspection
of
Facilities
	 		 	6.8	 		Samples
and
Artwork
	 		 	6.9	 		Know-how
	 		 	6.10	 		Meetings
	 		 	6.11	 		Design
Direction
	 		 	6.12	 		Design
Rights
	 		 	6.13	 		Shops,
Stores, Retail
Outlets
	 		 	6.14	 		Disposal
of Seconds and
Close-Outs
	 		 	 	 		6.14.1		Seconds
	 		 	 	 		6.14.2		Close-Outs
	 		 	6.15	 		Standards
of Conduct
	 		 	 	 		6.15.1		Standards
	 		 	 	 		6.15.2		Audit
Requirement
	 		 	 	 		6.15.3		Approval
	 		 	 	 		6.15.4		Use
of
Facility
	 		 	6.16	 		Personnel
	ARTICLE
VII.   THE LICENSED
MARK
	 		 	7.1	 		Rights
to the Licensed
Mark.
	 		 	 	 		7.1.1		Ownership
of Licensed
Mark
	 		 	 	 		7.1.2		No
Adverse
Actions
	 		 	 	 		7.1.3		Registrations
	 		 	 	 		7.1.4		Survival
	    		 	    	 		    		    		    
	














	    	 CONFIDENTIAL TREATMENT








																			
	 		 	7.2	 		Protecting
the Licensed
Mark.
	 		 	7.3	 		Use
of the Licensed
Mark
	 		 	 	 		7.3.1		Compliance
with Legal
Requirements
	 		 	 	 		7.3.2		Use
with Other
Name
	 		 	 	 		7.3.3		Execution
of
Documents
	 		 	7.4	 		Ownership
of
Copyright
	 		 	7.5	 		Infringements,
Counterfeits and Parallel
Imports
	 		 	 	 		7.5.1		Infringements
	 		 	 	 		7.5.2		Counterfeits
and Parallel
Imports
	 		 	 	 		 		7.5.2.1		The
Network
	 		 	 	 		 		7.5.2.2		Diversion
	 		 	 	 		7.5.3		Criminal
Proceedings
	 		 	 	 		7.5.4		Enforcement
Activities
	 		 	 	 		7.5.5		Nature
of
Proceedings
	 		 	 	 		7.5.6		Cooperation
	 		 	7.6	 		Trademark
Security
	 		 	 	 		7.6.1		Counterfeit
Protection
	 		 	7.7	 		Use
of Licensed Mark on Invoices,
etc.
	 		 	7.8	 		Monitoring
	ARTICLE
VIII.   TERM AND
TERMINATION
	 		 	8.1	 		Expiration
	 		 	8.2	 		Other
Rights
Unaffected
	 		 	8.3	 		Right
of Termination of the
License
	 		 	8.4	 		Termination
With Notice and Right to
Cure
	 		 	8.5	 		Effect
of
Termination
	 		 	8.6	 		Inventory
Upon
Termination
	 		 	8.7	 		Freedom
to
License
	 		 	8.8	 		Rights
Personal
	 		 	8.9	 		Trustee
in Bankruptcy
	 		 	8.10	 		Compensation
	ARTICLE
IX.   INDEMNIFICATION AND
INSURANCE
	 		 	9.1	 		Indemnification
by the Licensee
	 		 	9.2	 		Notice of
Suit or Claim
	 		 	9.3	 		Indemnification
by CKI
	 		 	9.4	 		Insurance
	 		 	 	 		9.4.1		Requirement
	 		 	 	 		9.4.2		General
Provision
	 		 	 	 		9.4.3		Approved Carrier/Policy
Changes
	 		 	 	 		9.4.4		Evidence of
Coverage
	 		 	 	 		9.4.5		Territory
	ARTICLE
X.   COMPLIANCE WITH
LAWS
	 		 	10.1	 		Compliance
with Laws
	 		 	10.2	 		Equitable
Relief
	














	    	 CONFIDENTIAL TREATMENT








											
	ARTICLE  XI.   MISCELLANEOUS
	 		 	11.1	 		Warranties
and Representations of the Parties
	 		 	11.2	 		Definitions
	 		 	11.3	 		Notices
	 		 	11.4	 		Assignment
	 		 	11.5	 		Sublicense
	 		 	11.6	 		Assignment by
CKI
	 		 	11.7	 		No
Agency
	 		 	11.8	 		Suspension of
Obligations
	 		 	11.9	 		Benefit
	 		 	11.10	 		Entire
Agreement; Amendment
	 		 	11.11	 		Non-Waiver
	 		 	11.12	 		Severability
	 		 	11.13	 		Headings
	 		 	11.14	 		Counterparts
	 		 	11.15	 		Governing
Law
	 		 	11.16	 		Jurisdiction
	 		 	11.17	 		Non-Solicitation
	 		 	11.18	 		Confidentiality
	 		 	11.19	 		Cross-Termination
	 		 	11.20	 		Assignment
Within Warnaco
Family
	










											
	 		SCHEDULE
6.13		APPROVED
ACCOUNTS
	 		SCHEDULE 6.14		APPROVED
SECONDS AND CLOSE-OUTS ACCOUNTS
	 		SCHEDULE
S		SHAREHOLDERS
	EXHIBITS		 
	 		EXHIBIT
T		TERRITORY
	 		EXHIBIT
P		PRODUCTS
	 		EXHIBIT
B		ROYALTY STATEMENT
	 		EXHIBIT
D		THIRD-PARTY MANUFACTURING
AGREEMENT
	 		EXHIBIT E		PRODUCTION
FACILITY EVALUATION
FORM
	 		SCHEDULE
OF ISSUED REGISTRATIONS AND PENDING APPLICATIONS
FOR
‘‘CK/ CALVIN KLEIN’’
TRADEMARKS IN CLASS 25
	














	    	 CONFIDENTIAL TREATMENT





LICENSE AGREEMENT


LICENSE
AGREEMENT, dated as of January  31,  2006, between CALVIN
KLEIN, INC. (‘‘CKI’’), a New
York corporation, CK JEANSWEAR EUROPE S.P.A. (the
‘‘Licensee’’), an Italian
corporation and WF Overseas Fashion C.V., a limited partnership
(‘‘commanditaire vennootschap’’)
organized and existing under the laws of the Netherlands
(‘‘Warnaco’’).


WITNESSETH:


WHEREAS,
Licensee desires to obtain from CKI, and CKI is willing to grant to the
Licensee, a license in the Territory (as hereinafter defined), to use
the trademark ‘‘CK/CALVIN KLEIN’’ to be
used in the form designated by CKI from time to time
(‘‘Licensed Mark’’) in connection with the
manufacture, wholesale sale, distribution, advertising and promotion of
certain women’s and men’s bridge apparel, as defined in
Exhibit P (collectively, the
‘‘Products’’), subject to
the terms contained in this Agreement. Products bearing the Licensed
Mark are hereinafter referred to as ‘‘Licensed
Products.’’

WHEREAS, Warnaco U.S., Inc. a
Delaware corporation, is the general partner of WF Overseas Fashion
C.V., and, solely in such capacity, is executing this Agreement on
behalf and for the exclusive risk and benefit of WF Overseas Fashion
C.V.

NOW, THEREFORE, the parties hereto agree as
follows:

ARTICLE
I.    GRANT

1.1 License.    CKI hereby
grants to the Licensee an exclusive license (the
‘‘License’’), without the
right to assign, and the right to sublicense with CKI’s prior
written consent (exercisable in CKI’s sole and absolute
discretion) and subject to and in accordance with the terms contained
in this Agreement, to use the Licensed Mark, during the License Period
in connection with the manufacture and sale, distribution, advertising,
and promotion in the ‘‘Territory,’’ set
forth on Exhibit T, of Licensed Products to approved customers
***

1.1.1 Exclusion of Retail Sales.
 The License excludes the sale, distribution, and promotion
of Licensed Products via commerce conducted on, made available through,
or facilitated by *** or upon prior approval of CKI, which CKI may
withhold in its sole and absolute discretion, The License also excludes
the right to *** only as approved by CKI, and except as permitted as to
such Licensed Products pursuant to other agreements between the parties
(and their affiliates). However, the foregoing does not
***

1.1.2 Right to Manufacture.
 The Licensee’s right to manufacture in the
Territory and elsewhere in the world is non-exclusive (others may and
will have the right to produce Products within the Territory for export
and sale outside the Territory). Licensee shall have the right to
import into the Territory Licensed Products manufactured outside the
Territory; provided, however, that the Licensee takes
reasonable precautions to prevent all labels, tags, packaging material,
business supplies and advertising and promotional materials and all
other forms of identification bearing the Trademark (collectively,
‘‘Labels’’) from being used
otherwise than in connection with the distribution and sale of Licensed
Products within the Territory. The Licensee shall neither export
Licensed Products from the Territory, nor sell Licensed Products to any
entity which it knows, or reasonably should know, intends to export
Licensed Products from the
Territory.

1.2 Reservation.    CKI reserves all
rights in and to the Licensed Mark except as specifically granted
herein including, without limitation, those rights set forth in this
§ 1.2. CKI may exercise any of its rights, or authorize others
to exercise such rights, at any time, in accordance with the terms and
conditions set forth herein.

1.2.1 Retail
Stores; Company-Controlled Stores.    CKI reserves the right
to*** In the case of E Commerce arrangement covering ***
However, CKI shall in connection with the sale, 









	    	 CONFIDENTIAL TREATMENT





distribution and promotion of Licensed
Products through the CKI Stores, purchase Licensed Products from the
Licensee , at mutually agreed upon prices, terms and conditions,
provided that Licensee timely produces, ships and delivers such
Licensed Products in quantities as may reasonably be required by CKI.
If (i) Licensee cannot sell or supply any Licensed Products due to a
continuing force majeure event or other event outside of
Licensee’s reasonable control (i.e., more than thirty calendar
days) or (ii) Licensee fails to timely deliver for two consecutive
quarters the products so ordered (other than minor shortages), then
during the pendency of such force majeure event or after such failures
to deliver, CKI or its Affiliates shall have the right to manufacture
or have manufactured for it by others, and to sell, distribute and
promote such Licensed Products through CKI Stores for the next two
years, at which time the provisions hereof shall again apply, CKI shall
also require that any such retail stores in the Territory owned or
operated by an authorized licensee of CKI shall purchase the Licensed
Products from Licensee. The Licensee acknowledges and agrees that
***


1.2.2    E-Commerce/Promotional Goods.
CKI reserves the right to ***

1.2.3 Third
Party Licensees.    CKI may grant third parties the right to
produce Products for distribution and sale outside the Territory.
Licensee agrees to fully co-operate with such third parties, and upon
CKI’s request, Licensee will, furnish samples of Licensed
Products, provide at cost (without markup), any patterns, trim samples,
samples of garments and other materials, names of contractors and
sources of supply, reasonably necessary to manufacture Licensed
Products as reasonably requested on a timely basis by such licensees,
in accordance with such third parties’ reasonable design and
production schedules and subject to appropriate confidentiality
undertakings. Licensee will timely supply CKI’s distributors or
other third party licensees outside the Territory, with Licensed
Products for distribution in such quantities as CKI may reasonably
request on such credit or other terms as Licensee may impose on its
customers generally,
***


1.3 Limitations.    The Licensee
understands and agrees that CKI, and its other licensees and
sublicensees, may manufacture or authorize third parties to manufacture
Licensed Products in the Territory for sale outside of the Territory,
or to manufacture and sell or authorize third parties to manufacture
and sell products of any and all types and descriptions other than the
Products in or outside the Territory. In this regard, the Licensee
acknowledges and agrees that products that bear some similarity of
design to the Licensed Products may be manufactured, distributed or
sold in the Territory in connection with the Licensed Mark by either
CKI or a third party authorized to use the Licensed Mark, and the
Licensee further acknowledges and agrees that such similarity of design
will not be deemed a breach of or default under this Agreement. In
addition, no license is granted hereunder for the manufacture, sale or
distribution of the Licensed Products to be used for publicity purposes
(other than publicity of the Licensed Products), in combination sales
or as premiums or giveaways, or to be disposed of under or in
connection with similar methods of merchandising, such rights being
specifically reserved for CKI or otherwise subject to CKI’s
prior review and approval. Licensee agrees that the marketing,
placement and distribution of Licensed Products in the Territory may
but shall not necessarily be the same as that for Products being sold
in the U.S. or elsewhere in the world by CKI’s duly authorized
licensee, but shall be commensurate with the marketing, placement and
distribution of Licensed Products in comparison with other competitive
and competitors’ ‘‘bridge’’ or
‘‘diffusion’’ lines sold both in the U.S.
and the Territory.

1.4 Definitional
Disputes.    The Licensee acknowledges that due to the nature of
the marketplace, the definition of Products may change or may not be
amenable to precise delineation. In addition, the Licensee acknowledges
that CKI does have and may hereafter have, other licensees within the
Territory. However, CKI will use its reasonable efforts to
*** In the event of any dispute between the Licensee and any
other licensee of CKI in the Territory with respect to whether
particular merchandise is covered by one or the other of their
respective licenses, or there is otherwise a dispute over the
definition of Licensed Products, CKI shall render, based upon its
reasonable (but with all due consideration given to aesthetic and
quality factors) good faith judgement, commercial reasonableness, and a
reasonable written determination.









	    	 CONFIDENTIAL TREATMENT




1.5    Exploitation of the
License.

1.5.1 Best Efforts.    At
all times during the License Period, the Licensee shall use its
reasonable best efforts to exploit the License throughout each and
every country the Territory, including, but not limited to: (i) selling
what reasonably constitutes a full line of Products within each
seasonal collection of Licensed Products (each, a
‘‘Collection’’), subject to
seasonal differences, and a sufficiently representative quantity of
each type of Product within each Collection; (ii) timely developing,
producing and offering for sale the Licensed Products so that they may
be sold and shipped to consumers on a timely basis; (iii) maintaining a
sales force sufficient to provide effective distribution throughout all
areas of the Territory; (iv) cooperating with CKI’s and any of
its licensees’ marketing, merchandising, sales, and
anti-counterfeiting programs as may be applicable, and (v) maintaining
necessary financial position to adequately support the operations and
obligations
herein.

1.5.2 Non-Competition.    The
Licensee shall devote itself and all of its employees and operations
exclusively to the operations of this license and other
‘‘CALVIN KLEIN’’ operations licensed by
CKI. The Licensee’s Affiliates shall not enter into or obtain
from any person or entity a license in the Territory for any of the
Products bearing the name of any designer or designer brand (or any
derivative or formative thereof) of *** without the prior
written consent of CKI and except for arrangements and agreements in
effect on and as of the Effective Date of this Agreement.
***


1.6    Showrooms; In-Store Shops; Trade
Shows.

1.6.1 Showrooms.    Licensee
shall maintain a separate showroom within the existing premises in
Milan of CKI’s affiliate, Calvin Klein Europe S.r.l.
(‘‘CKE’’), under a form of sublease or
sharing arrangement, to be entered into by the parties. If at any time
the showroom shall be relocated due to unavailability of CKE’s
premises, the location shall be subject to the approval (not to be
unreasonably withheld) of CKI. Furthermore, CKI may require an
additional showroom to be established in London; and, if the parties so
agree, an additional showroom in Frankfurt or another city in Germany.
Such showroom(s) shall be used for the sole purpose of displaying,
promoting and selling Licensed Products. All such separate areas in the
showrooms shall be subject to the standards of CKI, and shall be
designed and maintained in conformity with the prestige associated with
the Licensed Mark. The plans for each showroom, including décor,
set-up and display (and material changes thereto), and for any
renovations thereto shall be subject to the reasonable prior written
approval of CKI, which approval shall not be unreasonably withheld or
delayed;provided, however, that CKI shall have 10
business days after its receipt of such plans to approve or disapprove
such plans or such longer period as is reasonable under the
circumstances. Promptly after the execution of this Agreement, CKI and
the Licensee will mutually agree ***  The Licensee may (i)
display the Licensed Mark on showroom doors and office directories and
(ii) display the Licensed Products for sale in other showroom spaces,
subject to the prior written approval of CKI. The parties shall meet
upon request to establish a budget for required or requested
renovations to the showrooms.

1.6.2 In-Store
Shops.    The Licensee will participate in in-store shop or
fixturing programs, with the Licensee’s customers throughout the
Territory, and will spend amounts on in-store décor,
refurbishments and fixturing (including development costs of
consultants for design and fixturing prototypes and on sales personnel
or coordinators, sufficient to ensure and the appropriate as may be
applicable to enhance the presentation of Licensed Products within its
retail accounts, including appropriate stocking and merchandise mix, to
be developed with and under the direction of CKI (and outside
consultants where required by CKI for the prototype development).
Appropriate budgets for such in-store shop programs shall be developed,
reviewed and agreed upon by the parties. All such programs shall be
designed in conformity with the prestige associated with the Licensed
Mark, and plans for any such shop-in-shop areas shall be subject to the
prior written approval of CKI. In-shop décor, refurbishing and
fixturing are essential to the exploitation of the License Agreement;
in addition to other expenses hereunder (and not considered
either a qualified Co-op or Public Relations
expenditure).









	    	 CONFIDENTIAL TREATMENT




1.6.3 Trade
Shows.    The Licensee shall display the Licensed Products at a
separate booth space at all tradeshows attended by the Licensee to
promote Products. The design of such booth shall be developed in
consultation with CKI’s visual design personnel, as provided in
§ 1.6.4.

1.6.4 Visual Design
Personnel.    The Licensee shall consult with and utilize
CKI’s visual design personnel in connection with the design,
development and construction of showrooms, trade show booths,
fixturing, signage and any in-store shops or in-store areas for the
sale of Licensed Products within the stores of the Licensee’s
customers, and shall provide all funds necessary in connection
therewith (including, but not limited to, reasonable per diem
rates for work performed by CKI’s visual display personnel based
upon estimated amounts or anticipated expenditures, as provided or
discussed and agreed upon in advance, or based upon
agreed-upon-in-advance budgets), it being understood and agreed that
the fabrication, manufacturing, production or construction of
showrooms, trade show booths and fixtures may be performed by third
parties. All such design, development and construction shall be subject
to CKI’s ongoing approval. Licensee will arrange for the opening
of shop-in-shops within department stores and specialty stores using
appropriate fixtures and signage, and to maintain seasonal visual
display and ‘‘set-ups’’ of Licensed
Products, as approved by Licensor, and to fully stock such
shop-in-shops with an appropriate merchandise mix of Licensed Products,
all as approved by CKI, pursuant to and consistent with
Licensee’s shop-in-shop development program. Such in-store
development programs shall be financed in a manner comparable to and
commensurate with those of CKI’s competitors as to Licensed
Products. CKI may periodically inspect Licensee’s showrooms,
shows at trade exhibitions, and such shop-in-shops. Any such inspection
will be at CKI’s expense unless CKI determines as a result of
such inspection that Licensee’s showrooms, trade exhibition
shows or in-store shops or in-store areas have not been
maintained in accordance with CKI’s specifications, in which
case Licensee will at its expense promptly make any modifications to
design, layout, decor, visual display or merchandise display formats as
CKI may reasonably require and will bear the costs incurred in
connection therewith, including any costs incurred by CKI in connection
with follow-up inspections to determine the satisfactory completion of
such modifications. The Licensee shall also promptly reimburse CKI for
the reasonable costs and expenses of any CKI personnel, such as visual
display, advertising and public relations (other than design), with
respect to services performed by CKI under this § 1.6 or
otherwise requested by the Licensee based upon estimated amounts or
anticipated expenditures, as provided or discussed in advance, and
based upon agreed-upon-in-advance budgets. In addition, the Licensee
shall pay or reimburse CKI for reasonable out-of-pocket expenses
incurred by CKI or its representatives, whether for travel or
otherwise, including round-trip business-class airfare or first-class
airfare if provided by CKI’s internal travel policies in effect
from time to time, hotel accommodations and food and local
transportation, in connection with this Agreement, such as travel to
Italy to review or approve prototypes, based upon estimated amounts or
anticipated expenditures, as provided and discussed in advance with
Licensee, and based upon agreed-upon-in-advance budgets.

ARTICLE
II.    LICENSE PERIOD

2.1 License
Period.    The license period shall commence effective 1
January  2006, with certain preliminary design and development
being initiated prior to 1 January  2006
(‘‘preliminary period’’), with the Spring
2006 season being anticipated to be the first season for which Licensed
Products will be offered for sale (and the parties may initiate
preliminary design and other development in contemplation thereof in
order to be able to offer for sale such Spring 2006 season,but
if the time for development, presentation, production, marketing and
showroom is deemed by the parties to be not sufficient to timely and
appropriately launch such Collection, the initial season shall be Fall
2006 (or Pre-Fall 2006). The term shall end forty (40) years from the
closing of the Transaction described and defined in the Heads of
Agreement dated 29 September  2005 between inter alia, CKI and
Warnaco Inc., (not to be later than 31 December  2006) on 31
December  2046, unless sooner terminated as herein provided. The
first period commencing 1 January  2006 and ending on 31
December  2006, including the preliminary period, and each
12-month period commencing on 1 January thereafter during the License
Period are each referred to herein as an ‘‘Annual
Period.’’ Notwithstanding the 









	    	 CONFIDENTIAL TREATMENT





foregoing, the Licensee shall not commence
offering Licensed Products for the Spring 2006 season unless and until
CKI determines in its good-faith judgement (including aesthetic and
creative considerations) that all elements necessary for a successful
launch, including, without limitation, product design, development and
production, marketing strategy, advertising materials and placement,
and if applicable, launch events, have been satisfied. The term of this
Agreement may sometimes be referred to as the
‘‘License Period’’ or
‘‘Term.’’

The
‘‘Minimum Net Sales Thresholds’’ for each
Annual Period are as indicated below:





															
	Annual

Period		Year		Minimum Net
Sales* Thresholds (Euros,
millions)		 
	1		 	2006	 		 		*** 		 	 	 
	2		 	2007	 		 		*** 		 	 	 
	3		 	2008	 		 		*** 		 	 	 
	4		 	2009	 		 		*** 		 	 	 
	5		 	2010	 		 		*** 		 	 	 
	6		 	2011	 		 		*** 		 		*** 
	7		 	2012	 		 		*** 		 		*** 
	8		 	2013	 		 		*** 		 		*** 
	9		 	2014	 		 		*** 		 		*** 
	10		 	2015	 		 		*** 		 		*** 
	11
through 20		2016 through

2025		 		*** 		 		*** 
	21 through 30		2026 through

2035		 		*** 		 		*** 
	31 through
41		2036 through

2046		 		*** 		 		*** 
	






*    For
purposes of calculating Net Sales for the MNST’s,
***


If Licensee fails to attain the minimum net
sales thresholds (‘‘MNST’s’’) of
Articles during any Annual Period, as set forth above (except as
specifically indicated in the immediately following paragraph),
***


Notwithstanding the foregoing, if Licensee has
*** Expiration or termination of the License shall not affect any
obligation of the Licensee to make payments hereunder accruing prior to
such expiration or termination.

ARTICLE
III.    SALES

3.1    Sales/Marketing and Production
Plans.    Licensee shall deliver to CKI:
***

3.2    Deliberately
Omitted.

3.3 Sales to CKI and its Employees.
 The Licensee shall be obligated to sell Licensed Products
to CKI, its Affiliates and its third-party store licensees, for sale
and distribution by (i) CKI and its Affiliates through CKI Stores, via
E-Commerce, or otherwise; or (ii) by its third-party store licensees,
through the stores of such licensees. The Licensee acknowledges and
agrees that such sales of Licensed Products shall be in quantities
designated by CKI, its Affiliates, or reasonably required by its
licensees, as the case may be, and shall be at the
***


ARTICLE IV.    LICENSE
FEES

4.1 Requirement of Fees.    All Licensed
Products sold by the Licensee or its Affiliates (including those from
which the Licensed Mark may have been removed, e.g., irregulars)
require the payment of Fees by the Licensee to CKI as set forth in this
Article IV, except as otherwise provided 









	    	 CONFIDENTIAL TREATMENT





in § 4.1.1.
‘‘Affiliates’’ of any party
means all individuals and business entities, whether corporations,
limited liability companies, partnerships, joint ventures or otherwise,
which now or hereafter control, or are controlled, directly or
indirectly, by such party, or are under common control with such
party.

4.1.1 Percentage Fees.    In
respect of each Annual Period or portion thereof during the License
Period, the Licensee shall pay CKI Percentage Fees computed ***
as follows:





											
	Annual
Period/Year		***		***
	1
(2006)		***		***
	2
(2007)		***		***
	3
(2008)		***		***
	4
(2009)		***		***
	5 et seq (2010 et
seq)		***		***
	






* The rates
applicable to ***


For sales directly at ***,
as noted in § 1.2.1 and §1.2.3.

As noted in
§ 1.2.1 above, the Percentage Fee shall be
***


Percentage Fees shall be accounted for and
payable ***


4.1.2    Gross and Net
Sales. ‘‘Gross Sales’’ means ***
"Net Sale’’ means
***

4.1.3 Minimum Guaranteed Fees. In
respect of each Annual Period or portion thereof during the License
Period, the Licensee shall pay to CKI the minimum fees listed below
(the ‘‘Minimum Guaranteed
Fees’’ or
‘‘MGF’s’’ )
***






											
	Annual

Period/Year		Minimum
Guaranteed
Fee (MGF)

(Euros)		 
	1
(2006)		 		*** 		 	 	 
	2
(2007)		 		*** 		 	 	 
	3
(2008)		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 		*** 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	***		 		*** 		 	 	 
	 		 		*** 		 	 	 
	






4.1.4 Allocation
of Minimum Guaranteed Fees and Percentage Fees.    For purposes
of CKI internal allocation, *** of the Minimum Guaranteed Fees and ***
of the Percentage Fees shall be allocated as a royalty for the use of
the Licensed Mark and the remaining *** shall be allocated as
‘‘fees’’ for the design, including the
reviews and approval procedures, and other overall services under or
relating to the Agreement.

4.2 Statements.    Quarterly within each Annual
Period 30 days in arrears, the Licensee shall deliver to CKI ***
or in such simplified format as may be agreed to by the parties, signed
by the ***, stating that the Licensee is in compliance
with the terms and conditions hereof and setting forth ***
Licensee will use all reasonable efforts to provide Licensor with
*** Within 90 days of the end of each Annual Period, the
Licensee shall also deliver to CKI a *** and in accordance with
the provisions hereof. Receipt or acceptance by CKI of any statement
furnished, or of any sums paid by 









	    	 CONFIDENTIAL TREATMENT





the Licensee, shall not preclude CKI from
questioning their correctness at any time; provided,
however, that reports submitted by the Licensee, shall be
binding and conclusive on the Licensee.

4.3 Books and
Records.    The Licensee shall, at its sole cost and expense,
maintain complete and accurate books and records (specifically
including, without limitation, the originals or copies of documents
supporting entries in the books of account or electronic records)
covering all transactions arising out of or relating to this Agreement.
Such books and records shall be maintained in accordance with
international accounting principles generally accepted in
 Italy, and under the laws thereof (‘‘
GAAP’’). CKI and its duly authorized representatives
shall have the right, upon reasonable prior written notice from CKI and
during normal business hours, once during each Annual Period and for
three years after such Annual Period, to examine and copy said books
and records and all other documents and materials in the possession of
and under the control of the Licensee with respect to all transactions
arising out of or relating to this Agreement (such audits are to be
completed within 6 months of commencement, provided Licensee and its
accountants promptly respond fully and completely to all
inquires of CKI, including all books, records, back-up, answers to
question and other reasonable requests, and afford CKI and its
representatives entry and accommodations at all times during
such period). Each Annual Period shall be subject to audit
once (and when finalized as provided hereunder, not subject to
additional audits under this Agreement (except CKI’s
shareholders)). The exercise by CKI of any right to audit at any time
or times or the acceptance by CKI of any statement or payment shall be
without prejudice to any of CKI’s rights or remedies. (Nor will
any acceptance of audit results affect or limit any rights of CKI as a
shareholder.) The Licensed Products shall be assigned style numbers
unique from any other products the Licensee may manufacture or sell.
The style number assigned to each Licensed Product shall be identical
to the style number utilized to identify the Licensed Product in all of
the Licensee’s books and records. All documents evidencing the
sale of Licensed Products shall state the style number of each such
Product. The Licensee shall not use terms such as
‘‘assorted’’ or
‘‘irregular’’ without a style specification
with respect to the Licensed Products . Once finalized and all
disputes resolved, as provided hereunder and under § 4.4,
results shall be binding on both parties under this
Agreement.

4.4 Underpayments.    If, upon any
examination of the Licensee’s books and records pursuant to
§ 4.3, CKI shall discover any Fee underpayment by the Licensee,
the Licensee will make all payments required to be made to correct and
eliminate such underpayment within 10 days of CKI’s demand
together with interest thereon. In addition, if said examination
reveals a Fee underpayment of *** or more for any Annual Period, the
Licensee will reimburse CKI for the reasonable out-of-pocket cost of
said examination within 10 days of CKI’s demand . In the
event Licensee disagrees with any finding underlying CKI’s
demands, it shall so notify CKI within 15 business days of demand, with
reasons and specifics as to why. The parties will then promptly meet
and fully co-operate on a continuing, best-efforts basis to present any
‘‘counter finding’’ or other back-ups and
in good faith resolve the same before payment is due. Notwithstanding
the foregoing, if such dispute remains unresolved within 90 days of
Licensee’s receipt of CKI’s initial demand (unless
extended by CKI) despite and provided CKI has used good faith best
efforts to resolve within said time period, CKI’s last demand or
final demand as may have been revised during such post audit meetings
or discussions shall apply, and Licensee shall promptly remit such
amounts (and interest) .

4.5 Manner of
Payment.    All payments required by the Licensee hereunder
shall be made to CKI in US $ dollars via wire transfer specifying
federal funds ***

The Percentage Fees based upon Net Sales
made in a currency other than US $ dollars (and certain other amounts
provided for or contemplated under this Agreement), if applicable,
shall be computed on the basis of the conversion rate of the currency
in which the sale or other transaction occurred into US $ dollars in
effect, as published in the Wall Street Journal, as of the close of
business on the last business day of the relevant quarterly period
during the Annual Period, and two (2) business days prior to the
remittance due date (or where no remittance ‘‘due
date’’ is applicable, the remittance date) for other
applicable amounts. In the event that the Licensee is required to
withhold certain 









	    	 CONFIDENTIAL TREATMENT





amounts for payment to the appropriate
governmental authorities, the Licensee will supply to CKI the official
receipts evidencing payment therefore, promptly upon receipt
(as noted in §4.8).

4.6 Interest on Late
Payment.    In addition to any other remedy available to CKI, if
any payment due under this Agreement is delayed for any reason,
including, without limitation, as a result of any Fee underpayment,
interest shall accrue and be payable, to the extent legally
enforceable, on such unpaid principal amounts from and after the date
on which the same became due, at the rate of
***

4.7 No Set-Off.    The obligation of the
Licensee to pay Fees hereunder shall be absolute, notwithstanding any
claim which the Licensee may assert against CKI. The Licensee shall not
have the right to set-off, compensate or make any deduction from such
Fee payments for any reason
whatsoever.

4.8 Taxes.    The Licensee will
bear all taxes, duties and other governmental charges in the Territory
relating to or arising under this Agreement, including, without
limitation, any state or federal income taxes on the Licensee (except
withholding taxes on Fees due CKI and taxes on CKI’s income),
any stamp or documentary taxes or duties, turnover, sales or use taxes,
value added taxes, excise taxes, customs or exchange control duties or
any other charges relating to or on any Fee payable by the Licensee to
CKI. The Licensee shall obtain, at its own cost and expense, all
licenses, Federal Reserve Bank, commercial bank or other bank
approvals, and any other documentation necessary for the importation of
materials and Products and the transmission of Fees and all other
payments relevant to the Licensee’s performance under this
Agreement. If any tax or withholding is imposed on Fees, that is, and
to the extent it may become applicable, when or where payments of
Minimum Guaranteed Fees and/or Percentage Fees are made directly to CKI
from any jurisdiction outside the United States, the Licensee shall
compute and pay on behalf of CKI all withholding taxes which any
governmental authority in the Territory may impose on CKI with respect
to the Fees paid by the Licensee to CKI. The amount of such taxes shall
be appropriately deducted from payments, and immediately paid
to such governmental authorities. Such amounts shall not be
held in reserve by Licensee pending later due dates. The Licensee shall
obtain and provide certified proof of the tax payment of the amount
withheld, and promptly transmit it to CKI. In the event such taxes are
not paid when due, all resulting penalties and interest shall be borne
by the Licensee.

4.9    Financial
Statements.    Licensee shall deliver to CKI,:

(i) within
180 days after the close of each of Licensee’s fiscal
year’s during or concurrent with an Annual Period, copies of its
annual financial reports (balance sheets, statements of income and cash
flow) which may be unaudited (but if the Licensee otherwise prepares or
is otherwise required to prepare, audited reports, it will so provide
them to CKI) prepared in accordance with International GAAP, reported
on by a recognized accounting firm together with English translation
thereof; and

(ii) within 60 days after the close of each calendar
quarter copies of its quarterly financial reports, which will be
prepared on a basis consistent with the annual financial
reports.

4.10    Financial Covenants.    Licensee
(and its parent Warnaco Inc.) will ***

Licensee will
immediately upon the occurrence of any default deliver a certificate by
the Chief Financial Officer setting forth the details of any such
default and action the Licensee is taking or proposed to take with
respect thereto.

ARTICLE V.    ADVERTISING AND
PROMOTION

5.1    Advertising.

5.1.1    Initial
Support/Reimbursement.    Deliberately
Omitted.









	    	 CONFIDENTIAL TREATMENT




5.1.2 Advertising
Obligation. For each Annual Period, the Licensee shall remit to
CKI an amount (the ‘‘Advertising
Obligation’’ or ‘‘Minimum
Advertising Expenditure,’’ a/k/a
‘‘MAE’’) equal to
***






							
	Annual

Period/Year		Minimum
Advertising
 Expenditure

(Euros)
	1    (2006)		 		*** 
	2    (2007)		 		*** 
	3    (2008)		 		*** 
	4    (2009)		 		*** 
	5
et seq 
(2010 et seq)
		 		*** 
	






The Licensee shall pay to CKI
in respect of the Advertising Obligation for each Annual Period, no
later than *** CKI shall use the Advertising Obligation, in its
sole and absolute discretion, in connection with the advertising,
marketing and promotion of the Licensed Mark and the Licensed Products.
Although the final decision as to the advertising program’s
form, content and placement must remain with CKI, CKI agrees to
consider Licensee’s input and agrees that prior to the
commencement of each campaign season, CKI and CRK will meet and listen
to Licensee’s needs and overall strategy, and CKI and CRK will
also review CRK’s concepts for the upcoming season with
Licensee. (Although CRK will give reasonable consideration as to
Licensee’s input, decisions will be in CKI’s sole
discretion and based on CKI’s subjective aesthetic judgement and
other considerations.) If there are material changes to what CKI, CRK
and Licensee discussed at the beginning of the season by CKI, CRK will
apprise Licensee of the same.
***


5.1.3 CRK Fee. As the
advertising agency heretofore responsible for advertising campaigns
relating to ‘‘CK/Calvin Klein’’ and
Licensed Mark activities, CRK Advertising
(‘‘CRK’’), a division of
CKI, has developed certain expertise regarding the image of the
Licensed Mark. *** Notwithstanding anything to the
contrary in the foregoing, in no event shall CKI require the Licensee
to ***


5.1.4 Co-operative Advertising
and Public Relations. *** All Co-operative Advertising
shall be (i) in accordance with the parameters reasonably promulgated
by CKI from time to time, including, without limitation, creative, as
approved by CKI, as well as the Licensed Products presented in such
Co-operative Advertising, and timing and applicable placement (the
publication as well as the particular location within the publication)
(sometimes referred to as a ‘‘media
plan’’), and (ii) subject to CKI’s approval as
provided in § 5.1.3. The Licensee shall be obligated to notify
its accounts of these requirements and ensure their compliance with
such requirements, including obtaining CKI’s approval prior to
use. The Licensee shall provide CKI with its
***


For purposes of this Agreement
‘‘Co-operative Advertising’’
means advertisements by or in connection with retail accounts in local
publications, such as newspapers and certain approved retail catalogs
(for CK/Calvin Klein Bridge Stores), if any, which CKI may specifically
approve in writing after viewing the same), and applicable
‘‘sharing’’ of expenses by such retail
account with the Licensee, by way of advertising reimbursements,
credits, charge-backs, or payments, only. Expenditures for
‘‘co-op’’ advertising not included within
the definition hereunder or not in compliance with CKI’s
parameters will not constitute a
‘‘qualified’’ expenditure for Co-operative
Advertising hereunder.

‘‘Co-operative
Advertising’’ does not include and shall not consist of
advertisements in trade publications (except for certain prestigious
fashion trade publications as may be approved by CKI in writing on a
case-by-case basis) or any expenses or costs of (without limitation)
packaging, fixturing, display materials, point-of-sale
(‘‘POS’’) or point-of-purchase
(‘‘POP’’) materials, or advertising or
selling materials or ‘‘tools’’ or seminars
or training sessions, in-store merchandising contributions or










	    	 CONFIDENTIAL TREATMENT





sharing of expenses, or any other selling or
merchandising expenses or events, or any promotional materials, events
or activities, such as press kits, goody bags (gifts), or any consumer
advertising.

Public Relations events, activities and
efforts shall include editorial coverage in prestigious fashion
magazines, launch events for press, editors, buyers, fashion shows or
trunk shows (‘‘mini’’ fashion shows at key
retail stores), and involvement with highly publicized events such as
‘‘concerts,’’ as may be reviewed with and
approved by CKI. Any PR event or activity to be conducted or overseen
by a 3rd party shall be conducted or overseen by CRK or a
3rd party approved by CRK (‘‘PR Agency of
Record’’) at market rates.

The CRK Fee
shall be applied on actual services and materials developed, produced
or provided by CRK for such Co-op/PR Obligation-qualified expenditures
hereunder.

5.2 "Usage". If the
Licensee requests advertising support including, without limitation,
the acquisition of rights to use images of models in jurisdictions
within the Territory where rights have not been obtained or for uses
for which authorization has not been granted, the Licensee shall pay
over to CKI the reasonable incremental costs associated with such
advertising support. Such amounts shall be credited to the MAE, but may
be credited over a number of Annual Periods not limited to the Annual
Period in which the expense occurs.

5.3 Approval of
Materials, Activities. The use and release of any and all
promotional material (printed or otherwise) relating to the Licensed
Products or the Licensee’s activities pursuant to this Agreement
in the nature of press releases, interviews or other similar public
relations events, and any other corporate release, data or information
which will or is likely to become public and, if so, could affect such
image, will be prepared or conducted in consultation with, and subject
to the prior approval of (or approval subject to reasonable
CKI-required modifications of), CKI’s public relations
department (to be provided or responded to promptly (as per §
 6.5 ) and not to be unreasonably delayed). After any such
approval, the Licensee will not modify the approved material or
activity in any material respect unless such modification is
specifically approved by CKI’s public relations department. Any
advertising marketing or promotional or public relations activity,
event or effort shall be reviewed with and approved by CKI in advance
(not to be unreasonably delayed). All materials bearing the Licensed
Mark, including, without limitation, all advertising, promotional
materials, packaging and collateral (e.g., POP or POS materials) shall
be subject to CKI’s approval (not to be unreasonably delayed),
and developed by CKI or pursuant to CKI’s
direction.

5.4 Samples. The Licensee shall
provide to CKI, *** in the promotion of Licensed Products, including
advertising shoots, public relations promotions, editorial promotions,
press coverage and celebrity use, including where needed in advance of
regular production cycles (e.g., fashion shows, merchandising displays
within showrooms, advertising shoots). Licensed Products which
constitute celebrity, editorial and/or public relations
‘‘samples’’ which are gifted to recipient
without cost, by Licensee*** Included in such
‘‘Promo Articles ’’ shall be a
reasonable number of Licensed Products to be provided to CKI (CRK) for
its use for particular celebrity
‘‘individuals’’ and press or editorial
recipients, as requested and/or specified by CKI,
***


If and to the extent tax forms evidencing the
value of any such gift items to celebrity
‘‘individuals’’ for purposes of income tax
requirements under any governmental authority are or become required,
Licensee shall provide the same as soon as such practice could be
reasonably implemented.

ARTICLE VI.    QUALITY AND
STANDARDS

6.1 Distinctiveness and Quality of the
Licensed Mark. The Licensee shall maintain the distinctiveness of
the Licensed Mark and the image and high quality of the goods and
merchandise bearing the Licensed Mark presently manufactured and sold
by CKI and its other licensees, and the prestigious marketing of same
as presently maintained by CKI and its other licensees. The Licensee
agrees that all Licensed Products manufactured or sold by it will be of
high quality as to workmanship, fit, design and materials, and shall be
at least equal in quality, workmanship, fit, design 









	    	 CONFIDENTIAL TREATMENT





and material to the samples of Licensed
Products submitted by the Licensee and approved by CKI pursuant to
§ 6.2.6. All manufacturing and production shall be of a quality
in keeping with the prestige of the Licensed Mark. In addition, the
Licensee agrees that it will only use the Licensed Mark in the form
thereof then approved by CKI, and that all Licensed Products shall bear
the Licensed Mark in such approved form. CKI shall give the Licensee
reasonable prior notice of any change in the form of the Licensed Mark
and shall permit the Licensee to use a superceded form of the Licensed
Mark for up to 6 months in order to enable the Licensee to sell
inventory, complete and sell work-in-process, and to deplete
inventories of labels, tags, packaging, and other materials bearing the
Licensed Mark. In the event CKI elects to change the form of the
Licensed Mark, the Licensee’s obligations in respect to the
image and high quality of the goods and merchandise bearing the
Licensed Mark, and the prestigious marketing of same as required by
this § 6.1, shall be consistent with the actions of CKI and its
other licensees in respect to Licensed Products bearing such new form
of the Licensed Mark. However, on reasonable advance request (within 20
days prior to the end of the 6-months period) if Licensee provides CKI
with its inventory of Licensed Products and other materials utilizing
the old form, with anticipated outside
‘‘depletion’’ dates for the materials, CKI
may provide additional time for such depletion. However, all Licensed
Products to be shipped from and after the 6-months period (except for
Close-outs or Seconds from prior seasons) will carry new labels,
regardless of excess label
stock.

6.1.1 Consistency with Other
Products. The Licensed Products hereunder are among a range of
lines of men’s, women’s, boys’ and girls’
apparel and accessories products which are produced and/or sold by CKI,
its licensees and other duly authorized parties under the Licensed Mark
and other related trademarks. In order to provide for consistency in
scope, and to prevent confusion in the market, the Licensee agrees to
use commercially reasonable efforts to ensure that it will only use the
Licensed Mark in the form thereof then approved by CKI and that the
placement of items constituting Licensed Products in the market will be
consistent with other merchandise bearing the Licensed Mark and be
distinguishable from the placement of product lines bearing other
trademarks.

6.2    Design.

6.2.1 Time
and Action Calendar. The Licensee shall prepare, for the Licensed
Products, and at least 60 days prior to the commencement of each Annual
Period, shall deliver to CKI for its approval (reasonably exercised
within the standard design policy and procedures of CKI and timing,
development and production and placement schedules), a proposed time
and action calendar (‘‘Time and Action
Calendar’’) for the Collections to be developed during
such Annual Period; provided; however, that the Time
and Action Calendar for the first Annual Period shall be delivered for
approval no later than the date of execution hereof. The substance and
format of each Time and Action Calendar shall be as approved by CKI
from time to time. In accordance with each Time and Action Calendar,
and at least 60 days before the development stage of any Collection,
the Licensee will provide a merchandising plan setting forth for each
Product category the number of styles, estimated unit production,
in-store delivery dates, target manufacturer’s suggested retail
price, target market segment and, where applicable, historical sales
statistics for CKI’s review and
approval.

6.2.2 Themes. The Licensee
shall maintain during the License Period a design staff capable of
timely developing seasonal collections of Licensed Products pursuant to
the Time and Action Calendars, in order to exploit the License and to
maintain the prestige and reputation of the Licensed Mark, as required
hereunder. The Licensee’s design team shall have meetings with
CKI’s-designated creative or design person or persons, the
purpose of which will be to discuss and establish agreed-upon themes
that will be covered for the season (such agreed upon themes hereafter
referred to as the ‘‘Agreed Upon Season’s
Themes’’).

6.2.3 Design
Concepts. Based on the Agreed Upon Season’s Themes, the
Licensee shall create, develop and present for CKI’s review and
approval, a program in a tangible illustrative format of design themes
and concepts (‘‘Design
Concepts’’) with respect to the proposed designs
for the applicable Collection, together with relevant
     trims     , samples of fabrics and other
components. 









	    	 CONFIDENTIAL TREATMENT





The Licensee shall present the Design
Concepts to CKI in a ‘‘Design Concepts Presentation
Meeting’’, the purpose of which is to provide CKI with a
clear and concrete understanding of the themes, fabrications, styles,
attitude and direction of such Collection through the use of either
design boards, sketches and/or ‘‘rigs’’ as
well as samples of trim, fabrics and other components in each of the
Licensee’s suggested colors and qualities, also swatches, yarns
and illustrations sufficient to give CKI a clear understanding of the
particular Products and components the Licensee wishes to develop based
upon approved Design Concepts. CKI shall, within  10 business
days from presentation of the Design Concepts identified at the Design
Concepts Presentation Meetings approve or disapprove and/or provide
suggestions, modifications or recommendations, as determined by CKI in
its sole and absolute discretion. Any Design Concept which is not
rejected or required to be modified within such 10 business day period
shall be deemed approved. Any Design Concept or component thereof
presented, initiated or submitted by CKI to Licensee to be included in
the applicable Collection shall be included in the Approved Design
Concepts except as otherwise may be agreed by CKI. All approved and
deemed approved Design Concepts are referred to herein as the
‘‘Approved Design
Concepts.’’ The Licensee shall provide CKI with a
photographic record, duplicate ‘‘boards’’
or such other comparable method acceptable to CKI, of the Approved
Design Concepts so that CKI has a means to verify compliance with the
Approved Design Concepts at subsequent stages of the approval process,
within 10 business days after approval of the Approved Design Concepts.
The Licensee shall have  10 business days to resubmit for
CKI’s approval any Design Concept to which CKI directed
modifications to be made. If any resubmitted Design Concept, as
changed, does not strictly conform to CKI’s request for changes,
and such strict conformity cannot be obtained after one resubmission,
such Design Concept shall not become an Approved Design Concept. No
Licensed Products (including samples) shall be distributed and/or sold
by the Licensee unless such Licensed Products are in substantial
conformity with Approved Design Concepts. Approved Design Concepts
shall only be deemed approved for the specific Collection for which
they have been submitted and approved, unless CKI agrees otherwise in
writing.

6.2.4 Certain Other Approvals.
The Licensee shall provide and present to CKI proposed styles, designs,
fabrications (fabric, leather or other materials, swatches in
reasonably sufficient size to determine
‘‘hand’’ as well as color, content and
other matters, trim, samples, labels (quality), artwork, if requested
by CKI (e.g., layouts and relevant technical information for graphic
motifs, patterns (such as florals, stripes, checks))) and other
materials in quantities and sufficient variety to enable CKI to review
and approve (including to require modifications to or changes in), on a
timely basis, sufficiently in advance of the market and production
timing.

6.2.5 CKI Designs. CKI may
provide the Licensee with creative concepts and fashion direction as to
each Collection, including recommendations as to color, material,
design and styling of Products and such additional design assistance
including sketches, samples, suggestions or other information or data
as CKI determines in its sole discretion. For each Collection, the
Licensee shall utilize substantially all of the designs, fabrics, trim
or other material submitted or approved by CKI and shall produce on a
timely basis pre-production prototypes for CKI’s review and
approval.

6.2.6 Prototypes. Prior to
showing each season’s Collection to the trade or commencing
production of the Products for such Collection in accordance with the
Time and Action Calendars, the Licensee shall produce pre-production
prototypes (both initial (first) and second prototypes, where required
by CKI) of each Product in the approved fabrications, or , if
applicable, in those fabrications specifically requested by CKI (or, if
CKI so permits on a season-by-season, case-by-case basis,
pre-production prototypes of each
‘‘body’’ or style
of Product in representative fabrications or those fabrications
specifically requested by CKI), along with swatches and samples of
sufficient size in order to determine hand and/or other aspects related
to the Products that the Licensee proposes to include in such
Collection, for CKI’s approval. No previously approved Licensed
Products shall be included in a subsequent Collection unless and only
if presented for inclusion and approved by CKI for such subsequent
Collection. CKI shall have the right to approve or disapprove of any or
all aspects of each prototype and to require modifications to meet its
requirements for approval. Notwithstanding such 









	    	 CONFIDENTIAL TREATMENT





requirements or approvals, all
responsibility (and liability) for the merchantability, fit and
technical requirements of such Licensed Products is and will belong to
Licensee. If CKI disapproves any proposed carryover of a
‘‘core’’ item (i.e., part of the
Collection for at least four prior seasons, if any), then the
Licensee will discontinue such product within three months to enable
the Licensee to fulfill outstanding orders. (Prototypes which have been
approved by CKI, or those subject to changes being made by the
Licensee, upon resubmission of corrected prototypes and subsequent
approval by CKI, shall hereinafter be referred to as
‘‘Approved Prototypes.’’).
The Licensee shall provide CKI with a photographic record of all
Approved Prototypes for each Collection, and also, the Licensee shall
promptly provide CKI, with a record of the use (i.e., the factory
location in which each prototype will be used to produce the specific
Licensed Products) of the Approved Prototypes, which shall include
notification (i.e., e-mail, fax, modified purchase order to factory
producing the particular item of Licensed Product) and evidence
(e.g., in the form of duplicate or modified prototype) of any
changes required by CKI. CKI may request that prototypes be developed
in a standard size or to provide CKI with a variety of sizes and
styles, covering the spectrum, to assure itself of
‘‘fit’’ and
sizing.

6.2.7 Final Approval and Sales.
The final composition of each Collection shall be determined and agreed
upon by the Licensee and CKI, and is subject to the approval of CKI,
upon presentation and edit of the sample line produced from Approved
Prototypes for technical quality and final editing purposes.
Thereafter, the Licensee shall timely sell, market, produce and ship
such Collection based on the Approved
Prototypes.

6.3 Manufacture of Licensed Products by
Third Parties. All contractors wherever located which the Licensee
desires to use in connection with the manufacture of Licensed Products
are subject to the prior written approval of CKI, which consent shall
not be unreasonably withheld or delayed; provided,
however, that CKI shall have 10 business days after its
receipt of a written request from the Licensee to use a manufacturer or
such longer period as is reasonable under the circumstances to approve
or disapprove such manufacturer. In order to maintain CKI’s high
standard of quality control and to insure that appropriate measures are
taken against counterfeiting, the Licensee shall provide CKI with the
following information: (i) name and address of each proposed
manufacturer; (ii) type of Licensed Products to be manufactured; (iii)
quantity of Licensed Products to be manufactured; and (iv) any other
relevant information. The Licensee shall obtain the signature of an
authorized representative from each approved third-party manufacturer
used by the Licensee on an agreement (a
‘‘Third-Party Manufacturing
Agreement’’), substantially in the form of
Exhibit D. The Licensee shall not knowingly enter into a
Third-Party Manufacturing Agreement with any third party that has
materially breached a similar agreement with CKI or its Affiliates or
any licensee of CKI or its Affiliates. The Licensee acknowledges that
it shall remain primarily liable and completely obligated under all of
the provisions of this Agreement in respect of such contracting or
assembly arrangements.

6.4 Non-Conforming
Products. In the event that any Licensed Products are, in the
judgement (which shall include subjective aesthetic considerations and
standards) of CKI, not being manufactured, distributed or sold with
first quality workmanship or in strict adherence to the prototypes
approved by CKI, CKI shall notify the Licensee thereof in writing, and
the Licensee shall promptly initiate corrections or changes to
production of such Licensed Product to conform thereto. Where
non-conformity is material, substantial or may adversely affect the
reputation or prestige or value of the Licensed Mark or CKI’s
business operations, CKI may require that no further sale or shipment
of such Licensed Mark be made until such corrections are made. If
Licensed Products as changed do not strictly conform after CKI’s
request and such strict conformity cannot be obtained after one
resubmission, such Licensed Products (the
‘‘Non-Conforming Products’’)
shall be disposed of in a way which shall not reduce the value of the
Licensed Mark or detract from its reputation, which may include,
without limitation, the destruction of the Non-Conforming Products, the
donation of such Non-Conforming Products to eleemosynary institutions,
the sale of such Non-Conforming Products in a private sale, with
proceeds to be given to charity, or the removal of Labels and other
identification prior to sale, or other method reasonably approved by
CKI. As noted, CKI may require the Licensee to cease further shipment
and sale of such Licensed Products, to recall any Licensed










	    	 CONFIDENTIAL TREATMENT





Products that are not consistent with
approved quality standards and the approved prototypes and/or to
purchase at the Licensee’s expense any such Licensed Products
found in the marketplace. ***

6.5 Approvals. All
approvals by CKI required under this Agreement must be obtained in
advance of use of the item subject to approval, which approval must be
in writing from CKI to the Licensee. Except as otherwise expressly
provided hereunder, a submission for approval shall be deemed approved
unless CKI delivers a notice of disapproval within 10 business days
after its receipt of a written request for approval (together with the
submission as well as all information, details and specifications
reasonably necessary to review, determine and provide an approval). All
matters requiring approval of CKI shall be granted or withheld in the
sole and absolute good-faith discretion of CKI and may be based solely
on CKI’s subjective aesthetic standards. CKI shall provide an
explanation for disapprovals, unless such disapproval reflects an issue
of taste or subjective judgement. CKI has no obligation to approve,
review or consider any item which does not strictly comply with the
required submission procedures. Approval by CKI shall not be construed
as a determination that the approved matter complies with all
applicable regulations and laws. No disapproved item shall be
manufactured, sold, used, distributed or advertised by the Licensee
under the Licensed Mark. The Licensee may revise any disapproved item
and resubmit it. The Licensee must strictly comply with all of
CKI’s decisions. CKI may amend the approval forms as
appropriate. Otherwise, the parties may mutually agree to amend the
approval forms as they deem appropriate. In the event that it is
reasonably necessary for CKI to do on-site approvals, the Licensee
shall pay any and all reasonable expenses and airfare incurred by CKI
with respect to such on-site approvals. CKI to provide Licensee with
advance notice as to any such trips or anticipated on-site approval
situations to reasonably co-ordinate with
Licensee.

6.6 Marketing, Labeling, Packaging,
Promotions, Business Materials. All packaging, labeling, including
within the Licensed Product (‘‘Labels’’)
must be approved by CKI. The use of any Label that has not been
approved is expressly prohibited. CKI reserves the right to require the
Licensee to purchase Labels to be used on the Licensed Products only
from sources designated by CKI, provided that such sources provide the
Labels to the Licensee in a reasonably competitive manner as to price
and delivery schedules. All Licensed Products manufactured, distributed
or sold by, or on behalf of, the Licensee shall be marked, labeled,
packaged, advertised, distributed and sold in accordance with this
Agreement. At the request of CKI, the Licensee shall cause to be placed
on (or attached to) all Licensed Products (by way of labels, tags or
inserts, and/or packaging) an appropriate notice designating CKI as the
‘‘licensor’’ of the Licensed Mark, and/or
CKTT as the owner of the Licensed Mark. The manner of presentation of
such notice shall be determined by CKI. Any and all proposed
advertising, promotional, business (including stationary, business
cards, invoices) or marketing or publicity material (including issuing
press releases, interviews or other public relations media), any POS,
POP or other promotional material and any other printed material or
other form of communications to be used in connection with the
marketing, promotion, sale or distribution of the Licensed Mark must be
approved by CKI (as to content, form and specific use, including timing
and duration of use) prior to use by Licensee, as noted in the
2nd sentence of § 6.5 above, as to 10 business days,
submission and information. If CKI should disapprove any sample tag,
label, package or the like, or any advertising, promotional,
merchandising, marketing or publicity material, activity or event or
the proposed placement or use thereof or any other printed matter,
event or activity, Licensee will not use or permit the use of the same
in any manner, whether or not in connection with Licensed Products or
the Licensed Mark.

6.7 Inspection of Facilities.
CKI and its duly authorized representatives shall have the right,
during normal business hours and upon reasonable notice, to inspect all
facilities utilized by the Licensee (and its contractors and suppliers
to the extent the Licensee may do so) in connection with the
manufacture, sale, storage or distribution of Licensed Products, and to
examine the Licensed Products in the process of
manufacture.

6.8 Samples and Artwork. CKI may
make available to the Licensee certain samples, designs, colors, fabric
samples, tags, labels, packaging, catalogues and artwork available to
CKI, and the cost of 









	    	 CONFIDENTIAL TREATMENT





providing such materials shall be borne by
the Licensee at prices equal to CKI’s cost (A) as may be
requested by Licensee or (B), in the case of
‘‘multi-regional’’ items which CKI requires
to be utilized amongst its multiple licensees for Licensed Products,
not to exceed $25,000 per annum without the Licensee’s prior
consent. The payment for these already
‘‘developed’’ materials are separate and
apart from the payment of any CRK fee for the development of such
samples, designs, colors, fabric samples, tags, labels, packaging,
catalogues and artwork directly for Licensee for each Collection of
Articles which shall also be borne by Licensee. All right, title and
interest in and to samples, sketches, designs, and other materials
furnished to the Licensee or submitted by CKI in connection with the
Licensed Products, including any modifications or improvements thereof
which may be created by CKI, shall remain the sole property of CKI as
between the Licensee and CKI, and are
‘‘licensed’’ hereunder solely and
exclusively for use in connection with the manufacture, sale,
distribution and promotion of Licensed Products in the Territory,
otherwise subject to the terms and conditions of this License
Agreement.

6.9 Know-how. The Licensee shall have
the right to request visits to CKI’s offices or showrooms to
meet with its personnel, in order to obtain additional know-how and
assistance, all as and only as CKI deems appropriate. The scheduling of
such visits shall be at times mutually convenient to the parties
hereto. In connection with such visits, the Licensee shall bear all
expenses of the Licensee’s
representatives.

6.10 Meetings. CKI may from time
to time hold meetings of CKI’s licensees. The Licensee shall,
upon receipt of reasonable notice, attend such meetings at its own
expense but shall not be required to attend more than two such meetings
per year.

6.11 Design Direction. The designs of
the Licensed Products shall at all times be consistent with
CKI’s design aesthetic for the Licensed Mark. CKI may submit
samples to the Licensee of or for products it deems to be core to the
image of the overall ‘‘CALVIN KLEIN’’
trademark and/or product lines, and the Licensee shall develop Licensed
Products based thereon and shall use commercially reasonable efforts to
market same.

6.12 Design Rights. The Licensee
acknowledges and agrees that CKI owns or shall own all design rights,
regardless of whether such designs were created by CKI or by or on
behalf of the Licensee, except with respect to Excluded Designs. The
Licensee agrees to make, procure and execute all assignments necessary
to vest ownership of design rights in CKI. The Licensee shall not do or
allow to be done anything which may adversely affect any of
CKI’s design rights. All designs used by the Licensee for the
Licensed Products, except with respect to Excluded Designs, shall be
used exclusively for the Licensed Products and may not be used under
any other mark, whether during the License Period or any time
thereafter, without the prior written consent of CKI. The Licensee
shall disclose and freely make available to CKI any and all
developments or improvements it may make relating to the Licensed
Products and to their manufacture, promotion and sales, including,
without limitation, developments and improvements in any machine,
process or product design, that may be disclosed or suggested by CKI or
regarding any patent or trademark which the Licensee is entitled to
utilize. ‘‘Excluded Design’’
means a design (i) submitted by the Licensee and not approved by CKI;
(ii) not distinguishable from similar generic products generally
available in the marketplace; or (iii) not distinguishable from a
product which has previously appeared in the Licensee’s product
line and the Licensee advised CKI of such condition at the time of
submission. In the event of clause (i) or (iii) above, the Licensee
shall retain title to such designs but shall permit CKI to use such
designs during the Term o f this License Agreement. CKI may use and
permit others to use said designs and other materials in any manner it
desires, provided that such use does not conflict with any rights
granted the Licensee hereunder or belonging to Licensee. The Licensee
specifically acknowledges that such designs and other materials may be
used by CKI and its Affiliates and other licensees of CKI and its
Affiliates on Licensed Products in jurisdictions outside the Territory
and on products other than Licensed Products anywhere in the world,
subject to the limitations described herein. Notwithstanding the
foregoing, CKI shall not acquire any ownership interests in any
patents, 









	    	 CONFIDENTIAL TREATMENT





trademarks or copyright rights owned or
commissioned by Licensee and utilized for products other than Licensed
Products, but utilized as well in connection with the Licensed
Products.

6.13 Shops, Stores, Retail Outlets.
Subject to § 6.14, the Licensed Products sold by the Licensee
may be *** Nothing herein shall be deemed to
***

6.14 Disposal of Seconds and Close-Outs.
Seconds and Close-Outs sold by the Licensee may be sold only to
Approved Accounts and Approved Seconds and Close-Outs Accounts,
including those customers identified on Schedule 6.14. Whenever the
Licensee shall wish to sell Seconds and Close-Outs to customers not
previously approved by CKI, the Licensee shall submit to CKI a written
list of the proposed customers for Seconds and Close-Outs for
CKI’s prior written approval. The proposed customers approved
from such list, together with the customers listed on Schedule
6.14, are referred to as the ‘‘Approved
Seconds and Close-Outs
Accounts.’’ Notwithstanding CKI’s
approval of any customer, CKI may at any time subject sales to any such
customer, including, without limitation, any such customer listed on
Schedule 6.14, to any conditions or limitations CKI considers
appropriate; provided, however, that in order to be
effective, any such conditions or limitations must be set forth in a
writing provided to the Licensee. Nothing herein shall be deemed to
prohibit CKI from withdrawing its approval of any Approved Seconds and
Close-Outs Account for ‘‘good’’ bona fide
reasons, including, without limitation, any such Approved Seconds and
Close-Outs Account listed on Schedule 6.14, upon written notice to the
Licensee (at which time, such customer shall cease to be an Approved
Seconds and Close-Outs Account for purposes of this Agreement);
provided, however, that the Licensee may fulfill any
firm orders entered into prior to the Licensee’s receipt of
CKI’s withdrawal of
approval.

6.14.1 Seconds. The Licensee
shall only sell Licensed Products which are damaged, imperfect,
non-first quality or defective goods
(‘‘Seconds’’) in a way which
shall not *** Notwithstanding anything to the contrary
***

6.14.2    Close-Outs.
***

6.15    Standards of
Conduct.

6.15.1 Standards. The
Licensee acknowledges that CKI is a wholly owned subsidiary of
Phillips-Van Heusen Corporation
(‘‘PVH’’). The Licensee
acknowledges that it has received copies of, read and understands
PVH’s publication ‘‘A Shared Commitment —
Requirements for Suppliers, Contractors, Business
Partners’’ and PVH’s ‘‘Statement of
Corporate Responsibility.’’ The Licensee shall conduct
its business in compliance with the moral, ethical and legal standards
set forth in such publications, as the same may from time to time be
revised by PVH upon reasonable notice to the Licensee (the
‘‘Standards’’) and shall
cause all manufacturers, contractors and suppliers which manufacture
Licensed Products or from whom the Licensee obtains Licensed Products
or materials for the manufacture of Licensed Products to abide by the
Standards.

6.15.2 Audit Requirement. For
each facility utilized by Licensee for the manufacturing of the
Licensed Products (whether directly produced or produced by or through
a contractor, subcontractor or supplier) the Licensee will arrange to
have the facility audited for compliance with the Standards unless PVH
notifies the Licensee in writing that it already has a current audit
with respect to such facility that evidences compliance with the
Standards. Audits on each facility used must thereafter be conducted no
less often than annually. Each audit shall be conducted by a suitable
auditor (whether internal or external) designated by the Licensee,
subject to Licensor’s and PVH’s approval. Disapproval by
Licensor and PVH may only be for grounded reasons. Each audit shall be
conducted using the evaluation form attached hereto asExhibit
E or a substantively similar form approved by PVH. The Licensee
shall identify to PVH in writing each facility in which Licensed
Product (or part thereof) are produced or which is to be re-audited and
PVH shall notify the Licensee within 30 days of PVH’s receipt of
such notice if PVH has currently approved the facility for production
and when re-audit is required. If a facility is currently approved for
production, the Licensee shall have no obligation to arrange for a
current audit of the facility. If a facility is denied 









	    	 CONFIDENTIAL TREATMENT





approval by PVH as of such date, Licensee
will not place any new orders in such facility and will only use the
facility to fulfill currently existing, non-cancelable orders. Licensee
will stop producing in such facility starting from the immediately
subsequent season. All audits shall be conducted at the
Licensee’s sole expense. All support to be given by PVH will be
at PVH’s expense.

Notwithstanding anything to the
contrary contained in this §6.15.2,
***

6.15.3 Approval. A comprehensive
audit report prepared by the auditor shall be provided to PVH,
attention the director of PVH’s Human Rights Program Department,
promptly upon its completion. PVH shall have 30 days from its receipt
of an audit report to notify the Licensee: a) of its approval of the
audited facility either (i) fully without remarks; or (ii) with request
to re-audit within a certain period (‘‘Red
Flag’’); or b) of its disapproval of the facility that is
the subject thereof in which case Licensee may fulfill any firm orders
entered into prior to the Licensee’s receipt of PVH’s
disapproval and cease to utilize such disapproved facility from the
subsequent season. If PVH does not give notice to the Licensee within
such 30-day period, the facility shall be deemed approved by PVH. PVH
shall set forth in its notice of disapproval its reason(s) for
disapproval in reasonable detail.

6.15.4    Use of
Facility. Unless and until the Licensee delivers to PVH an audit
report for a facility that evidences compliance with the Standards and
PVH approves such facility, the facility shall not be used for the
production of Licensed Products. If the Licensee uses a facility that
has not been approved in accordance herewith, fails timely to cause an
approved auditor to submit to PVH an audit report evidencing continued
compliance with the Standards when a re-audit of a facility is required
in accordance with the terms hereof or if the Licensee or any of its
manufacturers, contractors or suppliers with respect to Licensed
Products shall, in PVH’s sole determination, fail to abide by
the Standards, CKI’s sole remedy with respect to such breach of
this § 6.15.4, to the extent that CKI is not otherwise damaged
as a result of such breach, shall be to terminate the License and all
of the other rights granted to the Licensee under this Agreement, as
provided in § 8.3 below. Nothing in this § 6.15.4 shall
be deemed to confer third-party beneficiary rights upon any person,
corporation, partnership or other
entity.

6.16 Personnel. Licensee shall
perform its obligations hereunder through a separate sub−
division of the Licensee exclusively dedicated, and the employees of
which shall be dedicated to the performance of the Licensee’s
obligations hereunder; provided, however, that financial, logistics and
other back-office support need not be exclusive, except with respect to
operations of other licenses with CKI. Licensee shall employ, on an
exclusively devoted basis (to operations hereunder and to operations
under the CKI Jeans License and CKI Jeans and
‘‘bridge’’ Accessories Licenses), a
‘‘President’’ who is subject to the initial
reasonable approval of CKI, as is any successor thereto, as well as
other personnel as may be needed to successfully exploit the business.
Managing Directors may be substantially devoted to the operations
hereunder as well as to other Fingen S.p.A. and affiliated entities,
business and operations. Such personnel would include sales,
merchandising, technical, product development and other production,
visual display, quality control and retail development personnel. CKI
may, on an ongoing basis, advise Licensee of any problems or
difficulties, if any, it may be experiencing, and Licensee will use all
reasonable efforts to address any such concerns to CKI’s
reasonable satisfaction.

ARTICLE VII.    THE LICENSED
MARK

7.1 Rights to the Licensed Mark.

7.1.1 Ownership of Licensed Mark. The
Licensee acknowledges that the Calvin Klein Trademark Trust
(‘‘CKTT’’) is the owner, and
CKI is the beneficial owner, of all right, title and interest in and to
the Licensed Mark, and to any variant, modification or embodiment
thereof, for Products in the Territory; and that CKTT and CKI also own
the goodwill related to such marks and to the business and goods in
relation to which such marks have been or will be used. The Licensee
will not at any time directly or indirectly do or suffer to be done any
act or thing that might in any way adversely affect any rights of CKTT
or CKI in and to any of such marks, any registrations thereof










	    	 CONFIDENTIAL TREATMENT





or any applications for registration
thereof, or which might reduce the value thereof or detract from their
reputation, image or prestige of that of CKTT, CKI or Mr.
Calvin  Klein. Sales by the Licensee shall be deemed to have been
made by CKTT for purposes of trademark registration and all uses of the
Licensed Mark by the Licensee and any and all goodwill generated by use
of the Licensed Mark shall inure to the benefit of CKI and
CKTT.

7.1.2 No Adverse Actions. The
Licensee shall not, at any time, do, or otherwise suffer to be done,
any act or thing which may at any time, in any way, adversely affect
any rights of CKI or CKTT in and to the Licensed Mark or any
registrations thereof or which, directly or indirectly, may reduce the
value of the Licensed Mark or detract from its reputation. The Licensee
shall not file or prosecute a trademark or service mark application or
applications to register the Licensed Mark or any trademark, name or
other mark confusingly similar thereto in respect of the Licensed
Products or any other goods or services in the Territory or elsewhere.
The Licensee shall not, during the term of the License Period or
thereafter, (i) contest CKTT’s or CKI’s title, right,
ownership or other interest in or to the Licensed Mark in any
jurisdiction or attack the validity of the License or the Licensed Mark
or (ii) contest the fact that the Licensee’s rights under this
Agreement (a) are solely those of a manufacturer, licensee and, if
appropriate, distributor; and (b) subject to the provisions of §
8.5, cease upon termination of the License
Period.

7.1.3 Registrations. The Licensee
acknowledges and agrees that CKTT, as the sole and exclusive owner of
the Licensed Mark, has the exclusive right to apply for registrations
and to extend appropriate registrations of the Licensed Mark for all
categories of goods, including, without limitation, the Products. CKI,
on behalf of CKTT, shall maintain at its expense and as determined by
CKI consistent with its past practice the registrations for the
currently existing Licensed Mark in the Territory with respect to
Products. The Licensee agrees to cooperate with CKTT and/or CKI in the
preparation, filing and prosecution of applications for registration,
or extensions of existing registrations, or other documentation
relative to the Licensed Mark. CKI represents that CKTT has
applications and registrations for the ‘‘CK/CALVIN
KLEIN’’ mark for products in International Class 25
(apparel) in a number of jurisdictions in the Territory, as per
schedule to be attached.

7.1.4 Survival.
The provisions of this § 7.1 shall survive the termination of
the License Period and this Agreement.

7.2 Protecting
the Licensed Mark. The Licensee shall cooperate fully and in good
faith with CKI and CKTT for the purpose of securing, preserving and
protecting CKTT’s and CKI’s rights in and to the Licensed
Mark and any secondary trademark that the Licensee may develop and use
with the approval of CKI. Any such secondary mark will be owned by
CKTT. At the request of CKI, the Licensee shall execute and deliver to
CKI any and all documents and do all other acts and things which CKI
and/or CKTT deems necessary or appropriate to make fully effective or
to implement the provisions of this Agreement relating to the ownership
or registration of the Licensed Mark, including, without limitation,
information regarding use and supporting documentation therefore, as
well as labels, hang tags, packaging, and other appropriate specimens
evidencing use of the Licensed Mark in each country in the
Territory.

7.3 Use of the Licensed Mark.

7.3.1 Compliance with Legal Requirements.
The Licensee will use the Licensed Mark in the Territory strictly in
compliance with the legal requirements therein. The Licensee shall duly
display all other notices with respect to the Licensed Mark, on the
Licensed Products and otherwise, as are or may be required by the
trademark laws and regulations applicable within the Territory. Upon
expiration or termination of the License for any reason whatsoever, the
Licensee will execute and deliver to CKI any and all documents required
by CKI.

7.3.2 Use with Other Name. The
Licensee shall not (a) co-join any name or names with the Licensed
Mark, (b) use the name ‘‘Calvin Klein’’ or
‘‘CK’’ or ‘‘CK/Calvin
Klein’’ or any portion or derivative thereof in its
corporate name except as previously approved or subsequently approved
by 









	    	 CONFIDENTIAL TREATMENT





CKI in writing, or (c) use any other name,
or names in connection with the Licensed Mark, in any advertising,
promotion, publicity, labeling, packaging or other printed matter of
any kind in connection with the distribution or sale of Licensed
Products except as may be approved in writing by CKI. Any use of the
Licensee’s corporate name or that of its Affiliates in
connection with the Licensed Mark will be subject to the approval of
CKI. If CKI approves any use of the Licensed Mark in connection with
the Licensee’s corporate name, the Licensee will clearly
indicate that the Licensee is using the Licensed Mark pursuant to a
license from CKI as may be required by CKI. The Licensee will use such
trade name to designate the operations under this Agreement as is
approved by CKI, and will file a fictitious name certificate
(‘‘d/b/a’’) or use of ‘‘trade
name’’ certificate or notice, as is generally used or
required in the various jurisdictions in the Territory to reflect such
use, as is reasonably approved by CKI).

7.3.3 Execution of Documents. At
CKI’s request, the Licensee will execute any and all documents
(including registered user agreements) and take any actions required by
CKI to confirm CKTT’s ownership or CKI’s beneficial
ownership of the marks referred to in §7.1.1 and the respective
rights of CKTT, CKI and the Licensee pursuant to this
Agreement.

7.4 Ownership of Copyright. Except as
specifically provided herein, any copyright which may be created in any
sketch, design, print, Label or the like designed or approved or used
with the Licensed Mark by the Licensee will be the property of CKI. The
Licensee shall not, at any time, do, or otherwise suffer to be done,
any act or thing which may adversely affect any rights that CKI may
have in such sketches, designs, prints, Labels and the like and will,
at CKI’s request, do all things reasonably required by CKI to
preserve and protect said rights.

7.5 Infringements,
Counterfeits and Parallel Imports.

7.5.1 Infringements. In the event that
Licensee learns of any infringement or imitation of the Licensed Mark
with respect to Products (other than insignificant, immaterial or de
minimus situations) which it believes could be considered a counterfeit
of the Licensed Products, or of any use by any person of a trademark
similar to the Licensed Mark with respect to Products which it believes
could be considered a deliberate use of something substantially similar
to the Licensed Mark and is either substantive, significant or would
adversely affect the prestige, reputation or value of the Licensed
Mark), it will promptly notify CKI thereof. The Licensee will take no
action, including, but not by way of limitation, settling any action,
appealing any adverse decision or discontinuing any action taken by it,
except to the extent the same is approved in advance by CKI. All costs
and expenses incurred in any action or proceeding (including
investigatory expenses and attorneys’ fees, if applicable, court
costs and filing fees) will be borne as determined in § 7.5.2.
Any damages recovered or sums obtained in settlement in or with respect
to any action shall (i) first be applied proportionately to reimburse
CKI and the Licensee for the respective expenses incurred and actually
paid by it and (ii) the balance, if any, shall belong and shall be paid
over to, on a fifty-fifty basis, to CKI and the Licensee. In no event
will any infringement by a third party justify the withholding of any
payment of Fee or other amount by the
Licensee.

7.5.2 Counterfeits and Parallel
Imports.

7.5.2.1 The Network. CKI
currently maintains certain staff which maintains an enforcement
network of attorneys, investigators and customs inspectors in the
Territory (the ‘‘Network’’)
to minimize and deter (i) the diversion into and sale within and from
the Territory of products (including those which would correspond to
Licensed Products) authorized for sale by its Affiliates and other
licensees, which may include, without limitation, unauthorized
distribution of such products by the manufacturers and subcontractors
thereof (‘‘Parallel
Imports’’) and (ii) the importation into, or sale
or manufacture within as well as from, the Territory of counterfeit
Licensed Products or infringing Products; in each case subject to
contributions from and reimbursement by various licensees (as well as
other authorized users of the Licensed Mark and other marks of CKI and
CKTT), and subject to applicable law. CKI generally requires, and will
continue to require, its licensees in their respective agreements to
restrict exports from their respective
‘‘territories’’ (as per the final sentence
of § 1.1.2) 









	    	 CONFIDENTIAL TREATMENT





in order to prevent importation of
applicable merchandise into another licensee’s
‘‘territory.’’ The Licensee acknowledges
and agrees that CKI is under no obligation to maintain any such Network
or other arrangement, and may curtail, modify, terminate or discontinue
such Network in whole or in part at any time. For the time being,
unless or until CKI otherwise determines and so advises the Licensee in
CKI’s reasonable discretion, the Licensee will cooperate in such
efforts as reasonably requested by CKI, and under procedures as CKI may
agree upon with Licensee, and will timely remit and/or, as applicable,
promptly reimburse out-of-pocket expenses reasonably incurred by CKI in
such efforts (including, without limitation, reasonable
attorneys’ fees and expenses) as follows: *** Upon the
Licensee’s request, CKI will meet with the Licensee to discuss
CKI’s enforcement activities and the costs associated
therewith.

7.5.2.2 Diversion. The
Licensee shall use all commercially reasonable efforts to minimize and
deter the diversion of Licensed Products for sale outside of the
Territory, including, without limitation, the unauthorized distribution
of Licensed Products by the Licensee’s manufacturers and
subcontractors
(‘‘Diversion’’). The
Licensee shall cooperate with CKI in CKI’s efforts to minimize
and deter Diversion (‘‘Anti-Diversion
Efforts’’). Without limiting the foregoing the
Licensee shall promptly (i) provide such information as CKI may from
time to time reasonably request concerning its manufacturing,
subcontracting and distribution locations, activities and shipments,
product and label identification systems and data and sales to and by
its customers; and (ii) as provided in § 7.5.4, reimburse all
agreed upon out-of-pocket expenses reasonably incurred by CKI in its
Anti-Diversion Efforts (including, without limitation, reasonable
attorneys’ fees and
expenses).

7.5.3 Criminal Proceedings.
CKI may, but need not elect to, initiate criminal or civil actions
against persons or entities outside the Territory seeking to
manufacture counterfeit Licensed Products or sell or ship counterfeit
Licensed Products into the Territory (excluding, for this purpose,
manufacturers or subcontractors described in the definitions of
Diversion or Parallel Imports). The cost related to any such actions
shall be borne entirely by the Licensee, if the Licensee requests that
such action be taken, or by CKI, if CKI determines to take such
action.

7.5.4 Enforcement Activities. CKI
will consult with the Licensee in connection with the enforcement
activities undertaken pursuant to this § 7.5. In
connection with this § 7.5.4 through § 7.5.6, and
§ 7.5.2, Licensee and CKI from time to time will use reasonable
efforts to apply a substantive portion of the budgeted amounts and
expenditures towards more substantive, significant and/or material
actions (and acts of infringement, counterfeiting, etc.) in order to
enhance the effectiveness of application of resources. In addition,
upon the request of the Licensee, the parties will consult one time
each Annual Period to forecast CKI’s continuing and reimbursable
expenses hereunder and enter into suitable arrangements as may be
agreed upon with Licensee, including retainer arrangements, so that CKI
may receive the Licensee’s payments in respect thereof
at or shortly before such expenses are
incurred.

7.5.5 Nature of Proceedings.
Whenever it is not readily apparent whether actions or proceedings
involve counterfeit Licensed Products, Parallel Imports or Diversion,
CKI will, where practical and subject to time constraints, contact CKJE
for information or input, and then reasonably determine the nature of
such items in good faith (with all due caution as to ramifications of
erroneous determinations as to whether
‘‘counterfeit’’ or not), taking into
account all relevant information provided by the
Licensee.

7.5.6 Cooperation.  The
Licensee shall cooperate with CKI in all actions taken by CKI pursuant
to this § 7.5, whether on its own or at the Licensee’s
request, and in all criminal proceedings, as may be required or
reasonably requested.

7.6 Trademark Security.

7.6.1 Counterfeit Protection. The Licensee
shall use all commercially reasonable efforts to prevent counterfeiting
of the Licensed Products. All Licensed Products shall bear and use any
reasonable counterfeit preventive system, devices or labels, provided
that Licensee may decide in its own good faith discretion, which
system, devise or labels to use.









	    	 CONFIDENTIAL TREATMENT




7.7 Use of Licensed Mark on
Invoices, etc. The use of the Licensed Mark by the Licensee on
invoices, order forms, stationery and related materials, in advertising
in telephone or other directory listings is permitted only upon
CKI’s prior written approval of format in which the Licensed
Mark is to be so used, the juxtaposition of the Licensed Mark with
other words and phrases, and the specific trade name (and form and
format thereof), the content of the copy and filing of a fictitious
name certificate (‘‘d/b/a’’) or
‘‘trade name’’ certificate or notice, if
using the Licensed Mark or portion (e.g.,
‘‘CK’’) in such name (or other regional
notice of ‘‘trade’’ name or use of the
Licensed Mark) as applicable, as approved by
CKI.

7.8 Monitoring. The Licensee shall use
reasonable efforts to monitor the use of the Licensed Mark by the
Licensee’s customers and to require its customers to advertise,
display and promote the Licensed Mark in a manner consistent with the
terms and conditions of this Agreement.

ARTICLE VIII.    TERM
AND TERMINATION

8.1 Expiration. The License and,
subject to § 8.5, the other rights granted to the Licensee
hereunder shall terminate at the end of the License Period and all
rights shall immediately revert to CKI.

8.2 Other
Rights Unaffected. It is understood and agreed that termination of
the License or other rights granted to the Licensee hereunder by CKI on
any ground shall be without prejudice to any other rights or remedies
which CKI may have.

8.3 Right of Termination of the
License. If any of the following grounds for termination shall
occur, CKI may elect, by written notice to the Licensee, to
terminate

(A) upon 20 business days notice unless cured
within such 20 business days in the case of any of subsections
‘‘(b)’’ through
‘‘(e)’’;

(B) in the case of
subsections ‘‘(f),’’
‘‘(g),’’
‘‘(h)’’ (alone or with other breaches or
defaults), upon 30 business days notice (without any cure period);
and

(C) upon 25 business days notice, unless cured within
such 25 business days, in the case of subsections
‘‘(l)’’ or
‘‘(m)’’ (provided not with other breaches
or defaults under other noted subsections),

the License
and other rights granted to the Licensee
hereunder:

(a)  Deliberately Omitted ;

(b) The Licensee shall repeatedly sell or distribute
individual items of Licensed Products (in other words,
‘‘a pattern’’ of behavior) , or shall sell
at any time a significant quantity of Licensed Products in breach of
CKI’s review and approval rights under §
6.2;

(c) Failure by the Licensee to perform or
observe any term or covenant or agreement contained in § 11.4 or
in § 4.10;

(d) The Licensee shall sell or
distribute Licensed Products to retailers not approved by CKI or
disapproved by CKI in accordance with or otherwise in breach of
§§ 6.13 or 6.14 (unless such sale or distribution was
inadvertent, and was of an insignificant quantity of products or single
or isolated account, and the Licensee promptly represents to CKI in
writing that steps to avoid such sales or distribution in the future
are being taken (which steps are to be delineated in such writing), and
are deemed acceptable to CKI’s reasonable satisfaction, and
further provided that the Licensee does not repeat any such sales or
distribution in breach of §§ 6.13 or 6.14 within the same
Annual Period);

(e) Underpayment by the Licensee
of Fees (including non-timely (i.e., on or within 15 business days of
the due date) payment of any installment of Minimum Guaranteed
Fees or MAE hereunder) of 7.5% or more with respect to
any Annual Period, or of 5% or more with respect to any two (2)
consecutive Annual Periods, unless such underpayment of fees (not
MGF’s or MAE’s) was result of clerical or bank errors, or
constitutes a ‘‘bona fide’’ dispute between
the parties, which is the 









	    	 CONFIDENTIAL TREATMENT





subject of continuing good faith efforts to
‘‘resolve,’’ not known to a
responsible officer or other financial person, and promptly corrected
as soon as ‘‘known’’ or so  advised
by CKI);

(f) The Licensee institutes for its
protection, or is made a defendant, in any proceeding under bankruptcy,
insolvency, reorganization or receivership law, or the Licensee is
placed in receivership or makes an assignment for benefit of creditors
or is, or states that it is, unable to meet its debts in the regular
course of business, and such involuntary proceedings or receiverships
are not dismissed or vacated within 60 days of filing or
appointment;

(g) Cessation by the Licensee of its
business;

(h) The Licensee assigns, attempts to
assign (entering into a binding term sheet or contingent contract or
agreement, not just ‘‘discussion’’) ,
sublicense (without CKI’s approval), or otherwise transfers or
attempts to transfer any of its rights or obligations hereunder. Any
such attempted or completed assignment, sublicense or transfer
(‘‘Transfer’’), whether
voluntary or by operation of law, directly or indirectly, will be void
and of no force or effect. For purposes of this Agreement, any transfer
of all or a controlling portion or a majority of the shares of the
Licensee or other ‘‘CK’’ affiliates by CK
Jeanswear N.V., Fingen S.p.A., its affiliates, shall be deemed a
transfer in violation of the terms hereof and prohibited as a
‘‘Transfer’’ hereunder. Prompt notice of
any transfer by CK Jeanswear N.V., Fingen S.p.A. or its affiliates
(other than Calvin Klein, Inc. or its successors, assignees or
transferees) of more than five percent (5%) (whether over a
period of time or all at once) (‘‘Notice’’)
, shall be delivered to Licensor . Notwithstanding anything herein
contained, a change-of-control Transfer shall be permitted if in
accordance with all of the applicable provisions of the CKI/CF Group
Irrevocable Consent d. 29 September  2005. In the event of any
such CKI-permitted change-of-control Transfer, the provisions hereof
shall apply to any ‘‘successor in
interest’’ permitted Transferee (except that Notice shall
apply to any transfer of more than 35% of the Transferee) .
Except as otherwise provided herein, this Agreement shall inure to the
benefit of and shall be binding upon the parties and permitted
successors and assigns.

(i) A change, effect or
circumstance occurs that is materially adverse to the business,
condition, operations, performance or properties of Licensee’s
ability to perform timely its otherwise material obligations under this
Agreement , which would, with the normal passage of time,
without cash infusion or other material improvement, result in
liquidation, substantial discontinuance or even cessation of business
(‘‘Material Adverse Effect’’)
;


(j) A final unappealable money judgement is
entered against the Licensee in excess of € 2,500,000,
which has not been satisfied and which would have a  Material
Adverse Effect ;


(k)  Any indebtedness of
the Licensee in excess of Euros €5  million is
accelerated or otherwise comes due and payable before its stated
maturity and is not subject to cure under the applicable instrument ,
which would have a Material Adverse Effect
;


(l) The failure by the Licensee to perform
or observe any material term or covenant or agreement contained in this
Agreement, other than those specified in §§ 8.3(a) to
(k), and other than those cured to CKI’s reasonable
satisfaction, within the applicable cure period (25 business days) for
the second time in any Annual Period; or

(m) The
repeated violation by the Licensee of any material term or covenant or
agreement contained in this Agreement, other than those specified in
§§ 8.3(a) to (k) and other than those cured to
CKI’s reasonable satisfaction within the applicable cure period
(25 business days).

8.4 Termination With Notice and
Right to Cure. In the event of the failure by the Licensee to
perform or observe any material term or covenant or agreement contained
in this Agreement, other than those specified in § 8.3, CKI may
terminate the License and the other rights granted to the Licensee
under this Agreement by giving notice of termination to the Licensee (a
‘‘Notice of Termination’’),
which termination shall become effective automatically unless the
Licensee completely cures the breach within 30 days of the giving of
the Notice of Termination unless such cure cannot be 









	    	 CONFIDENTIAL TREATMENT





completed within 30 days, in which case
termination will not become effective so long as the Licensee is in
good faith diligently and expeditiously attempting to cure such breach,
only for up to, but not beyond, 90
days.

8.5 Effect of Termination. Upon the
expiration or termination of the License and the License Period for any
reason whatsoever, all of the rights of the Licensee under this
Agreement shall forthwith terminate and immediately revert to CKI; all
Fees on sales theretofore made shall become immediately due and
payable; the Licensee shall forthwith discontinue all use of the
Licensed Mark, except that the Licensee may, on a non-exclusive basis,
during the period (i) commencing on the date of the expiration of the
License Period pursuant to § 2.1 or termination of the License
because of the breach of § 3.2 and ending 4 months thereafter or
(ii) commencing on the date of the termination of the License pursuant
to clause (b), (c), (d) or (e) of § 8.3 and ending 4 months
thereafter (unless at the advance request of Licensee, which request
includes an up-to-date inventory schedule, with anticipated disposition
dates, CKI in writing agrees to extend such Disposal Period for up to
an additional  30, 60 or 90-day period only, in no
event to exceed 6 months in aggregate) (the
‘‘Disposal Period’’),
consummate all sales of Licensed Products which were firm on the date
of such expiration or termination and sell the balance of the Inventory
not purchased by CKI within 45 days following date of expiration or
termination, and sold within the applicable Disposal Period as provided
in § 8.6; provided, however, that any
advertising used during the Disposal Period shall be subject to
CKI’s prior written approval and such disposition of the
Licensed Products shall continue to be subject to the Licensee’s
obligations hereunder, including, but not limited to, payments to be
made to CKI, and Fees with respect thereto shall be due on the last day
of the Disposal Period. Without limiting the generality of the first
clause of this § 8.5, the Licensee acknowledges that activities,
including sales during the Disposal Period, are on a non-exclusive
basis. Subsequent to the Disposal Period or, if none, subsequent to
such termination, the Licensee shall no longer use the Licensed Mark,
any variation, imitation or simulation thereof, or any trademark
similar thereto; and the Licensee shall thereupon deliver to CKI, free
of charge, all sketches, designs, colors and the like in its possession
or control, designed or approved by CKI, and all Labels supplied by CKI
in the Licensee’s possession or control. CKI shall have the
option, exercisable upon notice to the Licensee within 30 days of such
expiration or termination, to negotiate the purchase of Labels which
have not been supplied by CKI. If such negotiations do not result in
the purchase of such Labels or any part of W-I-P, the Licensee shall
destroy the unused Labels and W-I-P (except for greige goods or other
unidentifiable generic materials otherwise useable by Licensee) at the
end of the Disposal Period or, if none, upon such termination, under
the supervision of CKI, and the Licensee shall supply to CKI a
certificate of destruction thereof signed by a duly authorized officer
of the Licensee.

8.6 Inventory Upon Termination.
Upon the expiration or termination of the License and the License
Period for any reason whatsoever, the Licensee shall deliver to CKI
within 15 business days a complete and accurate schedule of Inventory
of Licensed Products (i.e., inventory constituting finished Licensed
Products on hand at termination, work-in-process, a/k/a
‘‘W-I-P,’’ to be completed and received in
warehouse within 3 months only) as of the close of business on
the date of) such expiration or termination (the
‘‘Inventory Schedule’’). CKI
thereupon shall have the option, exercisable by written notice to the
Licensee within 15 days after its receipt of the Inventory Schedule, to
purchase (or to have its designee purchase) any or all of the Inventory
(other than Inventory required to consummate sales of Licensed Products
which were firm on the date of such expiration or termination) for an
amount *** In the event such notice is sent by CKI, CKI (or its
designee) may collect the Inventory referred to therein within 90 days
after CKI’s notice. CKI (or its designee) will pay for the
Inventory upon collection. In the event such notice is not sent, the
Licensee may dispose of the Licensed Products during any Disposal
Period pursuant to § 8.5; provided, however,
that such disposition shall continue to be subject to the
Licensee’s obligations hereunder, including, without limitation,
with respect to the payment of fees and the approval of customers and
advertising. At the end of the Disposal Period, or if none, upon such
termination, any Licensed Products remaining in the Licensee’s
possession or control, including, without limitation, in any stores of
the Licensee, shall, at 









	    	 CONFIDENTIAL TREATMENT





the request of CKI, be destroyed. To the
extent the Licensee completely removes the Licensed Mark from the
Licensed Products, and all Labels attached to such Licensed Products,
and such Licensed Products are not recognizable as a Licensed Product
and cannot be distinguished from similar generic products generally
available in the marketplace, such Products shall no longer be Licensed
Products. CKI shall have the right at any time, and at its expense, to
conduct a physical inventory of the Licensed Products then in the
Licensee’s possession or control.

8.7 Freedom
to License. CKI shall be free to license to others the use of the
Licensed Mark in connection with the manufacture, sale, distribution
and promotion of Licensed Products in the Territory upon termination or
expiration of this Agreement and to enter into discussions and
negotiations applicable thereto, provided only that no shipment of
Licensed Products and no publication of institutional or consumer
advertising of the Licensed Products pursuant to any such new license
will be permitted prior to the termination or expiration of this
Agreement.

8.8 Rights Personal. The License and
rights granted hereunder are personal to the Licensee. No assignee for
the benefit of creditors, receiver, trustee in bankruptcy, sheriff or
any other officer or court charged with taking over custody of the
Licensee’s assets or business, shall have any right to continue
performance of this Agreement or to exploit or in any way use the
Licensed Mark if this Agreement is terminated pursuant to
§§ 8.3, 8.4 or 11.8, except as may be required by
law.

8.9 Trustee in Bankruptcy. Notwithstanding
the provisions of § 8.8, in the event that, pursuant to the
applicable bankruptcy law (the
‘‘Code’’), a trustee in
bankruptcy, receiver or other comparable person, of the Licensee, or
the Licensee, as debtor, is permitted to assume this Agreement and does
so and, thereafter, desires to assign this Agreement to a third party,
which assignment satisfies the requirements of the Code, the trustee or
the Licensee, as the case may be, shall notify CKI of same in writing.
Said notice shall set forth the name and address of the proposed
assignee, the proposed consideration for the assignment and all other
relevant details thereof. The giving of such notice shall be deemed to
constitute an offer to CKI to have this Agreement assigned to it or its
designee for such consideration, or its equivalent in money, and upon
such terms as are specified in the notice. The aforesaid offer may be
accepted by CKI only by written notice given to the trustee or the
Licensee, as the case may be, within 15 days after CKI’s receipt
of the notice to such party. If CKI fails to deliver such notice within
said 15 days, such party may complete the assignment referred to in its
notice, but only if such assignment is to the entity named in said
notice and for the consideration and upon the terms specified therein.
Nothing contained herein shall be deemed to preclude or impair any
rights which CKI may have as a creditor in any bankruptcy
proceeding.

8.10  Compensation. Without limiting
any right or remedy of CKI, if CKI terminates this Agreement pursuant
to § 8.3, CKI shall have the right to ***

ARTICLE
IX.    INDEMNIFICATION AND
INSURANCE

9.1 Indemnification by the Licensee.
The Licensee does hereby indemnify and hold harmless CKI, its
Affiliates, including, without limitation, PVH, CKTT, and its and their
current and former respective directors, officers, employees, agents,
trustees, and representatives, as well as Mr.  Calvin
Klein, his heirs, his estate and their respective legal representatives
(each, an ‘‘Indemnified Party’) from and
against any and all losses, liabilities, damages and expenses
(including reasonable attorneys’ fees and expenses (including
allocable costs of in-house counsel)), which an Indemnified Party may
incur or be obligated to pay in any third party action, claim or
proceeding, for or by reason of any acts, whether of omission or
commission, that may be committed by the Licensee (which for purposes
of this § 9.1, includes its Affiliates, but not Guarantor) or
any of their servants, agents or employees in connection with the
Licensee’s performance of this Agreement, including but not
limited to:

(a) to the extent permitted by law,
any alleged defect in any Licensed Product, regardless of whether the
action is based upon negligence or strict liability, and regardless of
whether the alleged negligence is characterized as
‘‘passive’’ or
‘‘active’’;









	    	 CONFIDENTIAL TREATMENT




(b) the manufacture,
labeling, sale or distribution of any Licensed Product by the
Licensee;

(c) any violation of any warranty,
representation or agreement made by the Licensee pertaining to a
Licensed Product; or

(d) the claim of any broker,
finder or agent used by the Licensee in connection with the making of
this Agreement or any transactions contemplated by this
Agreement.

CKI shall give the Licensee prompt written
notice of any such claim or action and thereupon the Licensee shall
undertake and conduct the defense of any suit so brought. In the event
an appropriate action is not taken by the Licensee within 30 days of
its receipt of notice from CKI, CKI shall have the right to defend such
claim or action in its own name, but no settlement or compromise of any
such claim or action may be made without the prior written consent of
the Licensee, such consent not to be unreasonably withheld or delayed.
In either case, CKI and the Licensee shall keep each other fully
advised of all developments and shall cooperate fully with each other
and in all respects in connection with any such defense. Such
indemnification shall be deemed to apply solely to the amount of the
judgement, if any, against CKI and reasonable sums paid by CKI in
connection with its defense, and shall not apply to any consequential
damages suffered by CKI which are not included in the aforementioned
judgement. The provisions of this § 9.1 and the
Licensee’s obligations hereunder shall survive any termination
of the License or rescission of this
Agreement.

9.2 Notice of Suit or Claim. The
Licensee shall promptly inform CKI by written notice of any suit or
claim against the Licensee relating to the Licensee’s
performance under this Agreement, whether such suit or claim is for
personal injury, involves alleged defects in the Licensed Products
manufactured, sold or distributed hereunder, or
otherwise.

9.3 Indemnification by CKI. CKI does
hereby indemnify and hold harmless the Licensee and its Affiliates, and
their respective managers, directors, members, shareholders, employees
and agents from and against any and all losses, liability, damages and
expenses (including reasonable attorneys’ fees, costs and
expenses, but excluding consequential damages, incidental damages and
lost profits) which any of them may incur or for which it may become
liable or compelled to pay in any action or claim alleging: (i)
CKI’s breach of any representation or warranty of CKI hereunder
in § 11.1; or (ii) that the Licensee’s use of the
Licensed Mark in accordance with the terms of this Agreement violates
the bona fide trademark ownership rights of a third party in the United
States or Canada. The Licensee will promptly notify CKI of any action
or claim brought to its attention; provided, however,
that the failure to promptly notify CKI shall not relieve CKI of its
obligation hereunder, except to the extent (if any) that CKI actually
prejudiced thereby. The provisions of this § 9.3 and the
obligations of CKI set forth herein shall survive the expiration or
other termination of this Agreement.

9.4 Insurance.

9.4.1 Requirement. Without limiting the
Licensee’s liability pursuant to the indemnity provisions of
this Agreement, the Licensee shall maintain comprehensive general
liability insurance in the amount of at least *** with a broad form
property damage liability endorsement. This insurance shall include
broad form blanket contractual liability, personal injury liability,
products and completed operations liability. Each coverage shall be
written on an ‘‘occurrence’’
form.

9.4.2 General Provision. The
insurance described in § 9.4.1 shall include: (i) a
cross-liability endorsement naming each of CKI, CKTT, and Mr.
Calvin  Klein; (ii) an endorsement stating that CKI shall receive
at least 30 days’ written notice prior to cancellation or
non-renewal of coverage; (iii) an endorsement naming each of CKI, CKTT,
and Mr.  Calvin  Klein as additional insureds; (iv) an
endorsement stating that the insurance required by this Agreement is
primary and that any insurance purchased by CKI, CKTT, or Mr.
Calvin  Klein shall only apply in excess of the insurance
purchased by the Licensee; (v) a waiver of subrogation in favor of each
of CKI, CKTT, and Mr.  Calvin  Klein; and (vi) an
endorsement stating that each of CKI, CKTT, and Mr.
Calvin  Klein may recover for any loss caused CKI, its agents or
employees, whether caused by the negligence (including active, passive
and gross negligence) of the Licensee, or otherwise.









	    	 CONFIDENTIAL TREATMENT




9.4.3 Approved
Carrier/Policy Changes. All insurance shall be obtained from
primary, and financially capable and reputable, insurance companies.
The Licensee shall give at least 30 days’ prior written notice
to CKI of the cancellation or any modification of such insurance policy
that would affect any of CKI’s, CKTT’s, or Mr.
Calvin  Klein’s status or benefits thereunder. This
insurance may be obtained for CKI, CKTT, or Mr.  Calvin
Klein by the Licensee in conjunction with a policy which covers
products other than the Licensed Products.

9.4.4 Evidence of Coverage. No later than 20
days from the date hereof, the Licensee shall furnish to CKI evidence,
in form and substance satisfactory to CKI, of the maintenance and
renewal of the required insurance copies of policies with applicable
riders and endorsements) and certificates of
insurance.

9.4.5 Territory. The insurance
set forth in this § must cover the entire Territory to the
extent available in each jurisdiction in the Territory.

ARTICLE
X.    COMPLIANCE WITH LAWS

10.1 Compliance with
Laws. The Licensee shall comply with all laws, rules, regulations
and requirements of any governmental body which may be applicable to
the operations of the Licensee contemplated hereby, including, without
limitation, as they relate to the manufacture, distribution, sale or
promotion of Licensed Products, notwithstanding the fact that CKI may
have approved such item or conduct.

10.2 Equitable
Relief. CKI shall be entitled to equitable relief by way of
temporary and permanent injunction and such other and further relief at
law or in equity as any court with jurisdiction may deem just and
proper. The Licensee waives the requirement of the posting of a bond in
connection with any application by CKI for equitable
relief.

ARTICLE
XI.    MISCELLANEOUS

11.1 Warranties and
Representations of the Parties. Each of the parties hereby
represents and warrants to the other party that: it is a corporation
(or limited liability company, as applicable) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation; it has the full right, power and authority to enter
into, and perform its obligations under, this Agreement; and all
necessary corporate acts have been effected by it to render this
Agreement valid and binding upon
it.

11.2 Definitions. Each of the following terms
(unless deliberately omitted) has the meaning ascribed thereto in the
applicable § therein contained:









	    	 CONFIDENTIAL TREATMENT








							
	Defined
Term		 
	






Advertising
Obligation

Advertising Overage

Advertising
Shortfall

Affiliates

Agreed Upon
Season’s Themes

Annual
Period

Anti-Diversion Efforts

Annual
Period

Approved Accounts

Approved Design
Concepts

Approved Prototypes

Approved Seconds
and Closeouts

Accounts

CKI

CKI
Stores

CKTT

Close-Outs

Code

Collection

Co-operative
Advertising

CRK

CRK Fee

Design
Concepts

Disclosing Party

Disposal
Period

Diversion

E-Commerce

Excluded
Design

Gross Sales

Minimum Guaranteed
Fees

Indemnified Party

Initial License
Period

Inventory

Inventory
Schedule

Labels

License

Licensed
Mark

License Period

Licensed
Products

Licensee

Licensing
Forecast

Minimum Net Sales Threshold

Net
Sales

Network

Non-Conforming
Products

Notice of Termination

Parallel
Imports

Percentage Fees

PR
Overage

PR
Shortfall

Products

PVH

Renewal
License
Period

Seconds

Standards

Territory

Time
And Action Calendar

Third-Party Manufacturing

Agreement

Trademark Security
Plan

Transfer









	    	 CONFIDENTIAL TREATMENT




11.3 Notices. All reports
and notices required or permitted to be given under this Agreement
shall be in writing and shall, unless specifically provided otherwise
in this Agreement, be deemed to have been given if personally delivered
or faxed (on the date of messengering or faxing), or if mailed, three
business days from the date of mailing (by certified or registered
mail, return receipt requested and postage prepaid), or if by overnight
air courier, one business day from the date of overnight air courier
handling as follows:

			
	If to CKI,
to:		Calvin Klein, Inc.
205 West 39th
Street
New York, New York 10018
Attention: President and Chief
Operating Officer
Telephone: (212) 292-9901
Facsimile: (212)
292-9933
			


			
	With a copy to:		Calvin Klein,
Inc.
205 West 39th Street
New York, New York
10018
Attention: General Counsel
Telephone: (212)
292-9652
Facsimile: (212) 764-6784
			


			
	If to the
Licensee, to:		CK Jeanswear Europe S.p.A.
Via
Provinciale Lucchese 181 50019
Sesto Fiorentino, Florence,
Italy
Attn.: Chief Executive Officer
Telephone: +39 055 305
442
Facsimile: +39 055 310 506
			


			
	If to Warnaco,
to:		WF Overseas Fashion C.V.
c/o Warnaco Inc.
501
Seventh Avenue
New York, New York 10018
Attn: General
Counsel
Telephone: (212) 287-8282
Facsimile: (212)
287-8275
			


Requests for approvals with
appropriate submissions shall be sent to the applicable party, either
CRK, the President or the designated design staff member. Financial
reports shall be sent to the designated party in the Finance
Department. A party may change its address for receipt of notices at
any time upon notice to the other
party.

11.4 Assignment. The License and all
rights granted to the Licensee hereunder are personal in nature, and
the Licensee shall not Transfer the License, this Agreement or its
rights and interest hereunder, or any part hereof, without the prior
written consent of CKI, which consent may be withheld by CKI in its
sole and absolute discretion.

11.5 Sublicense.
The Licensee is prohibited from granting any sublicenses under this
Agreement unless approved by CKI.

Licensee shall have the
right to grant a distributorship or distributorships (excluding a
sublicense) for limited areas or jurisdictions in the Territory), but
no such distributorship shall reduce in any way Licensee's
obligations hereunder nor may such distributorship or any sublicense
agreement be entered into unless the following terms and conditions are
first satisfied:









	    	 CONFIDENTIAL TREATMENT




(i) The term of any
distributorship or sublicense agreement shall be no more than five (5)
years or five (5) years plus five (5) years contingent on at least
compliance (with automatic termination upon termination of this
Agreement);

(ii) The distributor or sublicensee
must agree to comply in its activities as a distributor or sublicensee
with all of the provisions of this Agreement applicable to such
distribution;

(iii) The distributor or sublicensee
must agree not to assign, transfer, or further grant the
distributorship agreement or sublicense agreement itself or any of the
rights granted to it thereunder without CKI's prior written
consent; and

(iv) The distributor or sublicensee
must acknowledge that each of CKI, CKTT and Mr.  Calvin
Klein are third-party beneficiaries, must afford CKI rights of
inspection, approval and termination consistent with its rights
pursuant to this Agreement, which it may exercise directly, including
rights of termination, and must indemnify CKI, CKTT and Mr.
Calvin  Klein from liabilities and claims specifically in
accordance with the provisions
hereof;

(v) Licensee must deliver a copy of each
distributorship and proposed sublicense agreement and must subsequently
deliver a copy of each material amendment thereof, to CKI, prior to the
execution thereof in the case of any proposed sublicense for review and
approval, and shall deliver a conformed copy to CKI promptly after its
execution and the execution of each amendment
thereto;

(vi) if Licensee enters into an agreement
and fails to control, pursuant to this Agreement or the terms of the
distributorship agreement or sublicense agreement, the distributor or
sublicense thereunder, and as a result of such failure fails to prevent
a breach by such distributor or sublicensee of any provision of this
Agreement or the distributorship agreement or sublicense agreement, CKI
may, in addition to all of its other rights and remedies under this
Agreement, require Licensee to ameliorate the effect of such breach;
and

(vii)  if applicable,
***

11.6 Assignment by CKI. CKI shall have a
complete and unrestricted right to Transfer any or all of its rights
and interests in this Agreement, provided that such transferee is bound
by all of the terms hereof, and subject to the Licensee’s right
to continue to exercise all of its rights
hereunder.

11.7 No Agency. The Licensee shall not
represent itself as the agent or legal representative of CKI or its
Affiliates for any purpose whatsoever and shall have no right to create
or assume any obligation of any kind, express or implied, for or on
behalf of them in any way whatsoever. CKI shall similarly not represent
itself as the agent or legal representative of the Licensee or its
Affiliates for any purposes whatsoever and shall have no right to
create or assume any obligation of any kind, express or implied, for or
on behalf of them in any way
whatsoever.

11.8 Suspension of Obligations. If
the Licensee shall be prevented from performing any of its obligations
because of Federal governmental regulation or martial order, or by war,
declared or undeclared, or other major and material calamities such as
fire, earthquake, or similar Acts of God, the Licensee’s
obligations shall be suspended during the period of such conditions
except for payment and provided the Licensee promptly commences and
proceeds diligently to ameliorate the effect. If such condition
continues for a period of more than 60 days, CKI shall have the right
to terminate this Agreement.

11.9 Benefit. This
Agreement shall inure to the benefit of and be binding upon the parties
hereto, and, subject to §§ 11.4 and 11.6, their
successors and assigns. PVH, CKTT and Mr.  Calvin  Klein
(with respect to §§ 9.1 and 9.4) shall be third-party
beneficiaries of this Agreement and, whether or not expressly set forth
herein, shall have the right (a) to exercise, and enforce against the
Licensee, the rights of CKI hereunder if CKI fails to exercise such
rights, and (b) to exercise, and enforce against the Licensee, the same
rights as CKI hereunder in addition to (and not in lieu of) any










	    	 CONFIDENTIAL TREATMENT





rights CKI has hereunder. Nothing herein
shall be deemed to give the Licensee any rights to make any claim
against PVH, CKTT and/or Mr.  Calvin  Klein.

11.10 Entire Agreement; Amendment. This Agreement,
including the exhibits hereto, constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and all prior
agreements, contracts, promises, representations and statements between
them, if any, whether written or oral, with respect thereto are merged
into and superseded by this Agreement (except as specifically set forth
herein). This Agreement may not be amended or modified, except in a
writing signed by both parties hereto and exchanged between
them.

11.11 Non-Waiver. No waiver by either party
of any breach hereof or default hereunder will constitute a continuing
wavier of such provision or of any other provision of this Agreement.
Acceptance of payment by CKI will not be deemed a waiver by CKI of any
violation of or default under any of the provisions of this Agreement
by the Licensee or an election of remedies as to which any and all
rights (and all remedies) are expressly reserved and
retained.

11.12 Severability. In case any one or
more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provisions shall not be
affected or impaired in any other jurisdiction, nor shall the remaining
provisions contained herein in any way be affected or impaired thereby,
unless CKI determines such provision was material, in which case CKI
may terminate this Agreement.

11.13 Headings. The
headings of the Articles and sections of this Agreement are for
convenience only and in no way limit, define or affect the terms or
conditions of this Agreement.

11.14 Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same
instrument.

11.15 Governing Law. THIS AGREEMENT
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OF
CONFLICTS OF LAW. (HOWEVER, DISPUTES REGARDING THE LICENSED MARK WILL
BE RESOLVED IN ACCORDANCE WITH THE U.S. FEDERAL TRADEMARK LAWS AND
RELATED LAWS, STATUES, RULES AND REGULATIONS OF THE UNITED STATES
UNLESS THERE ARE NO U.S. FEDERAL LAWS, STATUTES, RULES OR REGULATIONS
DISPOSITIVE OF SUCH DISPUTE, IN WHICH EVENT SUCH DISPUTES WILL BE
RESOLVED IN ACCORDANCE WITH THE PREVIOUSLY DESCRIBED LAWS OF THE STATE
OF NEW YORK.)

11.16 Jurisdiction. Any legal
action or proceeding with respect to this Agreement shall be brought in
the federal or state courts seated in the County of New York, State of
New York and, by execution and delivery of this Agreement, each party
hereby accepts for itself and in respect to its property, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts.
The Licensee hereby irrevocably and unconditionally waives any
objection, including, without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens, which
it may now or hereafter have to the bringing or maintaining of any such
action or proceeding in such respective jurisdictions, and specifically
acknowledges and agrees that any judicial opinion and/or decision
rendered, judgement award in order issued by the courts of the State of
New York and/or the federal courts located therein, will be enforceable
in any jurisdiction. Any such opinion, decision, judgement and/or order
may be deposited in the applicable jurisdictional venue and court in
Italy or elsewhere in the Territory with full force and effect as if
rendered within such venue and by such judicial authority with the same
full force and effect. Each party irrevocably and unconditionally
consents to the service of process of the aforementioned courts in any
such action or proceeding by the mailing of copies 









	    	 CONFIDENTIAL TREATMENT





thereof by registered or certified mail,
postage prepaid, to the other party at its address for notices provided
in § 11.3, such service to become effective 30 days after such
mailing.

11.17 Non-Solicitation.

(a) The
Licensee agrees that ***

(b) CKI agrees that
***

11.18 Confidentiality. Each of the parties
hereto acknowledges that it may receive from the other (the
‘‘Disclosing Party’’): (a) prints, designs,
ideas, sketches, and other materials or information, including, without
limitation; (b) financial or business information; (c) a formula,
pattern, compilation, program, device, method, technique, or process;
or (d) other information that in each case derives independent economic
value, actual or potential, from not being generally known to the
public or to other persons who can obtain economic value from its
disclosure or use which the Disclosing Party intends to use on or in
connection with lines of merchandise other than the Licensed Products
and which have not as yet found their way into the channels of
distribution. The parties recognize that these materials are valuable
property of the Disclosing Party. Each of the parties hereto
acknowledges the need to preserve the confidentiality and secrecy of
these materials and agrees to take all necessary steps to ensure that
use by it, or by its contractors, will in all respects preserve such
confidentiality and secrecy, while acknowledging that each of the
parties works with others on product development and designs. None of
the parties shall, at any time during the License Period or any time
thereafter, disclose or use for any purpose, other than as contemplated
by this Agreement, any confidential information and data relating to
the business of the other, except as required or otherwise considered
necessary in or to its business, but under its normal and customary
confidentiality procedures applicable overall as to such use. Nothing
herein shall be deemed to limit CKI’s rights under
§§ 6.8 and 6.12. The provisions of this § 11.18
shall not apply to information that (i) is now or hereafter becomes
generally available to the public, other than as a result of a breach
hereof, or (ii) is obtained from a third party that, to the knowledge
of the party receiving the information, is not under any obligation to
keep such information confidential. Notwithstanding anything in this
§ 11.18 to the contrary, if any party becomes legally compelled
(including by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose
any of the confidential information, such party shall provide the
others with prompt written notice of such requirement so that the party
whose information it is may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not
obtained, the party under compulsion to disclose the information agrees
to disclose only that portion of the confidential information, which it
is advised by counsel, is legally required to be disclosed, and it
agrees to take all reasonable steps to preserve the confidentiality of
the confidential information (including by obtaining, at the cost of
the owner of the information, an appropriate protective order or other
reliable assurance that confidential treatment will be accorded the
confidential information). In addition, the party under compulsion to
disclose the information shall not oppose any effort (and shall, if and
to the extent requested by the owner of the information, cooperate
with, assist and join with the owner of the information, at the expense
of the owner of the information) in any action by the owner of the
information to obtain a protective order or other reliable assurance
that confidential treatment will be accorded the confidential
information.

11.19 Cross Termination.
***

11.20 Assignment Within Warnaco Family.
Following the closing of the Transaction, pursuant to which Warnaco
will, in accordance with its terms, acquire the business of Operator,
this Agreement may be assigned within the Warnaco family of companies
in accordance with the terms as agreed by CKI and set forth in writing
simultaneously herewith.









	    	 CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first set forth
above.


		CALVIN KLEIN, INC.





		By: /s/ Tom
Murry

Name: Tom Murry
Title: President and
COO





		    
CK JEANSWEAR EUROPE,
S.P.A.





		By: /s/ Lawrence R. Rutkowski

Name:
Lawrence R. Rutkowski
Title: Vice President and
Treasurer





		    
WF OVERSEAS FASHION
C.V.





		By: Warnaco U.S., Inc., its general
partner





		By: /s/ Stanley P.
Silverstein

Name: Stanley P.
Silverstein
Title: President and
Secretary












	    	 CONFIDENTIAL TREATMENT





SCHEDULE
6.13


APPROVED ACCOUNTS









	    	 CONFIDENTIAL TREATMENT





SCHEDULE
6.14


APPROVED SECONDS AND CLOSE-OUTS
ACCOUNTS









	    	 CONFIDENTIAL TREATMENT





SCHEDULE
S



SHAREHOLDERS


			
	Name/Address/Position		#/%
Shareholdings
			










	    	 CONFIDENTIAL TREATMENT





EXHIBIT
T


TERRITORY

European Union at 1
May  2004, which included Austria, Belgium, Luxembourg,
Netherlands, Denmark, Finland, France, Germany, Great Britain, Greece,
Ireland, Italy, Portugal, Spain, Sweden, Estonia, Latvia, Lithuania,
Czech Republic, Slovakia, Slovenia, Hungary, Poland, Malta,
Cyprus.

Also Norway, Switzerland, Monte Carlo, Vatican
City, Liechtenstein, Iceland and

Eastern Europe and
Russia, consisting of:

Croatia, Bosnia-Herzegovina,
Serbia, Macedonia, Bulgaria, Romania, Moldavia, Ukraine, Byelorussia,
ex-C.I.S. (Russia), Georgia, Armenia, Azerbaijan, Kazakhstan and
Uzbekistan.

Middle East:

Lebanon, Israel,
Palestine, Jordan, Iran, Saudi Arabia, Yemen, Qatar, Kuwait, Bahrain,
Oman, UAE, Egypt and Turkey.*

Africa**:

South
Africa, Tunisia, Algeria, Morocco, Ivory Coast, Senegal,
Nigeria.

* Not Syria, as regulations preclude
protection of trademark, until registration of trademark may occur, as
advised by CKI.

** N.B. — for trademark, only OAPI
application/registration.









	    	 CONFIDENTIAL TREATMENT





EXHIBIT
P


PRODUCTS


Products shall
mean:


***









	    	 CONFIDENTIAL TREATMENT





EXHIBIT
B


ROYALTY STATEMENT

FORM MUST BE
SUBMITTED COMPLETED

CALVIN KLEIN,
INC.

Page


             of
            


Date


                


NAME
OF LICENSEE:

LICENSEE’S ADDRESS:

LICENSED PRODUCT:

205        For each month
during the period of      to
         
(the
‘‘Period’’).

For
the month of
           .





																											
	Category		Style No.		Units		Gross Sales		Discounts		Net Sales		Percentage
Fees
	






For the month of
           .





																											
	Category		Style No.		Units		Gross Sales		Discounts		Net Sales		Percentage
Fees
	






For the month of
           .





																											
	Category		Style No.		Units		Gross Sales		Discounts		Net Sales		Percentage
Fees
	






TOTAL

		
	205 	NET SALES BY
ACCOUNT


		
	205 	INVENTORY AS OF THE END OF THE
PERIOD:






											
	Style
Number		Units		Wholesale
Price
	














	    	 CONFIDENTIAL TREATMENT




The undersigned,
         the
         of the
Licensee, does hereby certify that the foregoing information provided
to CKI pursuant to the License Agreement is complete and
accurate.

IN WITNESS WHEREOF, the undersigned has executed this
Royalty Statement on this    day of
       ,
  .


		LICENSEE :





		By:______________________________________





		Name:





		Title: Chief Financial Officer or other duly authorized
executive officer as applicable




The completion of this
statement does not limit the Licensee’s right to receive credit
for payments of Minimum Guaranteed Fees and Percentage Fees as set
forth said License Agreement.









	    	 CONFIDENTIAL TREATMENT





EXHIBIT
D


THIRD-PARTY
 MANUFACTURING

AGREEMENT

AGREEMENT, dated
       ,
     , by and between
            
(the ‘‘Licensee’’), having
an address at
           ,
and
          (the
‘‘Manufacturer’’), having an
address at
            .


WITNESSETH:


WHEREAS,
the Licensee pursuant to a License Agreement with CALVIN KLEIN, INC.
(‘‘CKI’’) has been granted a
license (‘‘License’’) to use
the CK/CALVIN KLEIN trademark (the ‘‘Licensed
Mark’’) in connection with the distribution, sale
and marketing of certain goods (‘‘Licensed
Products’’);

WHEREAS, CKI, a subsidiary of
Phillips-Van Heusen Corporation
(‘‘PVH’’), is the licensee
and beneficial owner of the trademarks CALVIN KLEIN, CK and CK/CALVIN
KLEIN for certain products, which are owned of record by the Calvin
Klein Trademark Trust
(‘‘CKTT’’), and PVH is the
owner, licensee or sublicensee of the trademarks VAN HEUSEN, IZOD, IZOD
CLUB, BASS, G.H. BASS, GEOFFREY BEENE, ARROW, KENNETH COLE NEW YORK,
REACTION BY KENNETH COLE, BCBG MAX AZRIA and DKNY, and PVH’s
policy is not to place, and to cause its subsidiaries and their
respective licensees and sublicensees not to place, orders with any
manufacturer or subcontractor that breaches the provisions contained in
this Agreement and similar provisions contained in other third-party
manufacturing agreements of PVH or any of its affiliates, including,
without limitation, CKI;

WHEREAS, the License entitles the
Licensee to subcontract the manufacture and/or assembly of the Licensed
Products to third parties, subject to certain express limitations and
conditions; and

WHEREAS, the Licensee has selected the
Manufacturer as a manufacturer to produce the Licensed Products for the
Licensee subject and pursuant to the terms and conditions set forth
below;

NOW, THEREFORE, the parties hereby agree as
follows:

1. The Manufacturer shall have no rights in or to
the Licensed Mark or in any mark similar thereto by reason of its
manufacture of the Licensed Products and shall only use the Licensed
Mark in strict accordance with the Licensee’s
instructions.

2. The Manufacturer recognizes the validity
of the Licensed Mark and will take no action, either during the term of
this Agreement or at any time thereafter, in derogation of CKI’s
and/or CKTT’s entire right and interest in and to the Licensed
Mark or any value thereof or prestige related thereto. The Manufacturer
will not, either during the term of this Agreement or at any time
thereafter, oppose, petition to cancel or otherwise interfere with any
registration CKI or CKTT has now or may obtain in the future for the
Licensed Mark.

3. The Manufacturer will manufacture and
sell the Licensed Products and/or assemble the Licensed Products and
will deliver them only to the Licensee or to the Licensee’s
authorized representative or agents. Any and all Licensed Products
produced by the Manufacturer which do not meet the Licensee’s
quality standards or result from overruns or cancellations of the
Licensee’s orders (collectively, ‘‘Rejected
Products’’) will be strictly accounted for and
physically maintained, at the Manufacturer’s sole expense, in
the Manufacturer’s warehouse or such other place as may be under
the Manufacturer’s exclusive access and control. Rejected
Products not bearing the Licensed Mark or any identifying logo may be
sold to any third party;provided; however, that all
labels, hang tags, and other identifying marks must be removed from
such Rejected Products before sale to such a third party. Rejected
Products bearing the Licensed Mark or any identifying logo may be sold
to any third 









	    	 CONFIDENTIAL TREATMENT





party; provided, however,
that (A) such Rejected Products must be held for a minimum period of
three months after the original ship date of the Licensee’s
purchase order, and (B) all labels must be cut and the Product clearly
and significantly stamped ‘‘irregular’’
before sale to such a third party.
*1
*

4. The Manufacturer will follow the specifications and
standards from time to time stipulated by the Licensee and will permit
the Licensee, CKI and PVH to inspect the manufacturing processes and
provide samples of the Licensed Products in order for the Licensee, CKI
or PVH, as the case may be, to satisfy itself that the specifications
and standards are being met.

5. The Manufacturer
acknowledges that the Licensee may provide it with certain prints,
designs, ideas, sketches and other materials or trade secrets which may
or will be used in connection with the Licensed Products and/or lines
of merchandise other than the Licensed Products which have not been
announced to the public or entered the stream of commerce. The
Manufacturer recognizes that such materials are exclusive and valuable
property of CKI or PVH and acknowledges the need to preserve the
confidentiality and secrecy of such materials. The Manufacturer agrees
to take all reasonable precautions to protect the secrecy of the
materials, samples and designs prior to their commercial distribution
or the showing of samples of same for sale. The Manufacturer will also
take all reasonable precautions to protect the secrecy of the original
designs created either by CKI, PVH or the Licensee for Licensed
Products prior to their advertisement, commercial distribution or the
showing of samples for sale. During the term of this Agreement, the
Manufacturer will not disclose or use for any purpose not contemplated
by this Agreement any confidential information or data that is
proprietary to CKI, PVH or the Licensee.

6. The
Manufacturer shall institute procedures to control the storage,
requisition from storage and use all labels, packages and other
materials bearing the Licensed Mark to safeguard against the escape or
unauthorized use of the Licensed Mark or Licensed
Products.

7. The Manufacturer will adhere to the standards
and guidelines set forth in PVH’s publication ‘‘A
Shared Commitment — Requirements for Suppliers, Contractors,
Business Partners’’ and PVH’s
‘‘Statement of Corporate Responsibility,’’
copies of which the Manufacturer acknowledges it has received. The
Manufacturer further acknowledges that it has read and understands such
publications. The Manufacturer will communicate immediately to the
Licensee

any departure from such standards and guidelines.
The Manufacturer acknowledges that compliance with such standards and
guidelines is a prerequisite to a continuing relationship with the
Licensee.

In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any
respect in any jurisdiction, the validity, legality and enforceability
of such provisions shall not be affected or impaired in any other
jurisdiction, nor shall the remaining provisions contained herein in
any way be affected or impaired thereby.

THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPALS OF CONFLICTS OF
LAW.

	


		
	1	**Bracketed
language should be deleted where agreement is with
subcontractor.










	    	 CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above
written.


		LICENSEE:





		By:____________________________
     Name:

    Title:





		MANUFACTURER:





		    
By:____________________________

    Name:
     Title:












	    	 CONFIDENTIAL TREATMENT





EXHIBIT
E


PRODUCTION FACILITY EVALUATION FORM

FORM
MUST BE SUBMITTED COMPLETED

CALVIN KLEIN,
INC.

Page


         of
        


Date


                        


NAME OF LICENSEE:
 LICENSEE’S ADDRESS:

		
	LICENSED
PRODUCT: 	


PRODUCTION
FACILITY:

Name:____________________________________________________________________

Name of
President of Production Facility______________________________________________

Address:                                                                                                                         &nbs
;                                          


	
		
	


Product:                                                                                                                         &nbs
;                                            


Date
Factory Evaluation
Completed:                                                                                                                    


Signed:
                        

                   (Note: Must be signed by an authorized
officer of the division producing Licensed
Products)

    

	
			
	


                    (Print
Name)

                                                                                Submit
to the attention of:


		    
CALVIN KLEIN,
INC.
 205 West 39th Street
 New York, NY 10018

Attention:












	    	 CONFIDENTIAL TREATMENT




Deirdre Miles-Graeter
10 May  2005


SCHEDULE OF ISSUED
REGISTRATIONS AND


PENDING APPLICATIONS FOR
‘‘CK/CALVIN KLEIN’’ TRADEMARKS IN CLASS
25






															
	COUNTRY		APPLICATION/
REG. DATE		APPLICATION(S.NO.)/ REGISTRATION
NO.		CLASS
	Algeria		16
Aug 95		Reg. No. 49384		18,25 (CK/Calvin
Klein)
	 		30 Dec 95		Reg. No.
50097		18,25 (CK/Calvin
Klein)
	Armenia		14 Oct
98		Reg. No. 3633		18,25 (CK/Calvin
Klein)
	 		21 Apr 97		Reg. No. 4134		24,25,42 (CK/Calvin
Klein)
	Austria		11
Oct 93		Reg. No. 153,247		18,24,25 (CK/Calvin
Klein)
	Azerbaijan		10
Jun 99		Reg. No.
990586    		18,25 (CK/Calvin
Klein)
	Bahrain		31
May  95		Reg. No. 18853		25(CK/Calvin
Klein)
	Byelorussian		18
Dec 97		Reg. No. 7637		18,25 (CK/Calvin
Klein)
	 		24 Apr 97		Ser. No.
970,704		24,25,42 (CK/Calvin
Klein)
	Bulgaria		23 May
95		Reg. No. 27675		3,18,24,25 (CK/Calvin
Klein)
	Croatia		28 Jun
95		Reg. No. Z-951067		18,25 (CK/Calvin
Klein)
	 		18 Mar  93		Reg. No.
Z-930655		3,25(re-reg
Yugoslav#34173)
	CTM		1
Apr 96		Reg. No. 66712		3,4,8,9,14,16,18,20,21,
24,25,26,27,35,42(CK/Calvin Klein)
	 		21 Aug
97		Reg. No. 617415		9,25 (CK/Calvin
Klein)
	Cyprus		5
Mar  96		Reg. No. 44740		25 (CK/Calvin
Klein)
	Czech Republic		27 Mar  97		Reg. No. 198,533		9,18,25
(CK/Calvin
Klein)
	Denmark		10 Dec
93		Reg. No. 08562/1993		3,18,25 (CK/Calvin
Klein)
	Egypt		18 Apr
95		Reg. No. 95389		25 (CK/Calvin
Klein)
	Estonia		21Feb97		Reg. No. 22535		18,25(CK/Calvin
Klein)
	Finland		6Feb95		Reg.
No. 136190		18,25 (CK/Calvin
Klein)
	France (St. Martin,
St. Barthelomy, French Guiana & other French Antilles)		25
Aug 93		Reg. No. 93/481421		25 (CK/Calvin
Klein)
	Georgia		30 Apr
98		Reg. No.
9139     		18,25 (CK/Calvin
Klein)
	 		7 Jul 98		Reg. No.
9934		24,25,42 (CK/Calvin
Klein)
	Germany		5 Jul
94		Reg. No. 2070077		25 (CK/Calvin
Klein)
	Greece		26 Oct
93		Reg. No. 116,446		18,25 (CK/Calvin
Klein)
	 		19 Sep 96		Reg. No.
130,753		9,25 (CK/Calvin
Klein)
	Hungary		15 Nov
95		Reg. No. 145,249		18,25 (CK/Calvin
Klein)
	Iceland		27
Apr 94		Reg. No. 284/1994		18,25 (CK/Calvin
Klein)
	














	    	 CONFIDENTIAL TREATMENT








															
	COUNTRY		APPLICATION/
REG. DATE		APPLICATION(S.NO.)/ REGISTRATION
NO.		CLASS
	Iran		4
May  96		Reg. No. 79864		18,25 (CK/Calvin
Klein)
	Ireland		21
Sep 93		Reg. No. 157,276		25 (CK/Calvin
Klein)
	 		21 Aug 97		Reg. No.
208,239		8,21,25,26,27,35 (CK/Calvin
Klein)
	Israel		4Feb97		Reg.
No. 98092		25 (CK/Calvin
Klein)
	Italy		12 Apr
96		Reg. No. 675,586		25 (CK/Calvin
Klein)
	Jordan		8
May  95		Reg. No. 37965(r)		25 (CK/Calvin
Klein)
	Kazakhstan		1
Oct 97		Reg. No. 6157		18,25(CK/Calvin
Klein)
	 		24Feb99		Reg. No.
8324		24,25,35,42 (CK/Calvin
Klein)
	Kuwait		30 Nov
96		Reg. No. 31697		25 (CK/Calvin
Klein)
	Latvia		20 Aug
97		Reg. No. LV M-37968		18,25 (CK/Calvin
Klein)
	Lebanon		14 Jun
95		Reg. No. 66134		18,25 (CK/Calvin
Klein)
	Liechtenstein		24Feb95		Reg.
No. 9322		18,25 (CK/Calvin
Klein)
	Lithuania		25
Aug 95		Reg. No. LT-31807		18,25(CK/Calvin
Klein)
	Malta & Gozo		8 May  96		Reg. No. 25650		25 (CK/Calvin
Klein)
	Morocco		22 Aug
95		Reg. No. 57300		18,25(CK/Calvin
Klein)
	 		1 Mar  96		Reg. No.
58871		3,4,8,9,14,16,18,20,21,24,25,26, 27,35,42(CK/Calvin
Klein)
	Nigeria		9 Dec
93		Reg. No. 57750		25 (CK/Calvin
Klein)
	Norway		10
Nov 94		Reg. No. 165,458		25 (CK/Calvin
Klein)
	*OAPI		24 Nov
95		Reg. No. 35745		18,25 (CK/Calvin
Klein)
	Oman		29
May  96		Reg. No. 13673		25 (CK/Calvin
Klein)
	Poland		28
May  99		Reg. No. 106459		18,25 (CK/Calvin
Klein)
	Portugal		15
Dec 94		Reg. No. 295,319		25(CK/Calvin
Klein)
	Qatar		11 Jun
02		Reg. No. 13233		25 (CK/Calvin
Klein)
	Romania		16
Aug 95		Reg. No. 24051		18,25 (CK/Calvin
Klein)
	Russian

Federation
 (former USSR)		18 Jul 97		Reg. No.
154,946		18,24,25 (CK/Calvin
Klein)
	 		15 Sep
98		Reg. No. 167,772		24,25,42 (CK/Calvin
Klein)
	(Republic of) Saudi
Arabia		11 Sep 94		Reg. No. 319/11		25 (CK/Calvin
Klein)
	Slovak
Republic		28 Jan 99		Reg. No.
184071		18,25(CK/Calvin
Klein)
	Slovenia		20
Dec 96		Reg. No. 9570583		18,25 (CK/Calvin
Klein)
	














	    	 CONFIDENTIAL TREATMENT








															
	COUNTRY		APPLICATION/
REG. DATE		APPLICATION(S.NO.)/ REGISTRATION
NO.		CLASS
	South
Africa (Covers Venda Transkei & Bophuthatswana)		24 Apr
95		Reg. No. B95/05079		25 (CK/Calvin
Klein)
	Spain		20 Apr
94		Reg. No. 1,786,568		25 (CK/Calvin
Klein)
	Sweden		28
Jul 95		Reg. No. 303,850		25 (CK/Calvin
Klein)
	Switzerland		5
Oct 93		Reg. No. 416,838		18, 25 (CK/Calvin
Klein)
	Tunisia		23
May  96		Reg. No.
EE96.0642		3,9,14,16,18,24,25,26,
	27,35,42
(CK/Calvin
Klein)		 		 		 
	Turkey		16Feb96		Reg.
No. 167310		25(CK/Calvin
Klein)
	United
Arab		 		 		 
	Emirates		24
Nov 97		Reg. No. 13022		25 (CK/Calvin
Klein)
	United Kingdom		19 Aug 00		Reg. No. 1,545,492		25 (CK/Calvin
Klein)
	16 Jun
98		Reg. No. 2,169,731		25,35,42(CK/Calvin Klein)(ext
goods)		 
	Ukraine		12 Nov 99		Reg. No.
13942     		18,25(CK/Calvin
Klein)
	18 Apr
97		Reg. No. 17758		24,25,42 (CK/Calvin
Klein)		 
	Uzbekistan		4
Jul 95		Reg. No. 5832		18,25 (CK/Calvin
Klein)
	West Bank
(Palestine)		7 Mar  96		Reg. No. 4118		25
(CK/Calvin
Klein)
	Yemen		15 Jan
98		Reg. No. 8333		25 (CK/Calvin
Klein)
	






*OAPI-Benin Guinea,
Burkina Faso(formerly Upper Volta), Cameroon, Central African
Republic,
 Chad, Congo, Gabon, Guinea Bissau(Conakry),Guinea
Bissau, Ivory Coast, Mali, Mauritania, Niger, Senegal,
Togo