Filed by Bowne Pure Compliance





Exhibit 10.113




LICENSE AGREEMENT




THIS LICENSE AGREEMENT (the “Agreement”), dated December 23, 2008, is between RB Trademark
Holdco, LLC, a Delaware limited liability company with a place of business at 111 Bauer Drive,
Oakland, NJ 07436 (“Licensor”) and The Russ Companies, Inc., a Delaware corporation with a place of
business at 111 Cloverleaf Drive, Winston-Salem, NC 27103 (“Licensee”).



Reference is made to the Purchase Agreement of even date herewith, between Russ Berrie and
Company, Inc., the 100% parent of Licensor (“RB”) and the Licensee (the “Purchase Agreement”).
Capitalized terms used but undefined herein shall have the meanings ascribed to them in the
Purchase Agreement.



WHEREAS, Licensor is the owner of all right, title and interest in and to the Retained IP, and
any goodwill associated therewith, in the territories set forth on Schedule 2.2 of the Purchase
Agreement opposite such Retained IP (the “Territory”); and



WHEREAS, Licensor desires to grant Licensee a license to use the Retained IP in the Territory
in connection with the manufacture, distribution and sale of gift products;




NOW, THEREFORE, the parties have mutually agreed as follows:




	 	1.	 	GRANT OF RIGHTS.






	 	1.1	 	Under the terms and conditions of this License Agreement, and
subject to the exceptions set forth in Section 1.6 below, Licensor hereby
grants to Licensee an exclusive license permitting Licensee to use the Retained
IP in the Territory, and to the extent Licensor has the right to grant such
license, in any other parts of the world not included within the Territory, in
connection with the manufacture, distribution and sale of gift products during
the term specified in Paragraph 2. Products which are sold by Licensee
pursuant to this License Agreement shall be referred to collectively herein as
“Articles.”
	 
	 	1.2	 	Licensee shall not have the right to assign or sublicense any
of the rights granted hereunder other than to a subsidiary of Licensee,
provided, however, that no such assignment shall release the Licensee from any
of its obligations hereunder.
	 
	 	1.3	 	Licensee shall have no right to any other use of the Retained
IP, including, without limitation, in connection with the offering of any other
goods or services.
	 
	 	1.4	 	All Articles shall bear the Retained IP in a manner approved by
Licensor.




 


 









 





	 	1.5	 	(a) Notwithstanding anything herein to the contrary, until the
effective date of the Name Change in accordance with Section 5.2 of the
Purchase
Agreement, IP Sub may authorize RB to use, on a royalty-free basis, the name
“Russ Berrie and Company, Inc.” (the “Corporate Name”) for all corporate
purposes, including, but not limited to, use on filings with the Securities
and Exchange Commission, correspondence with the New York Stock Exchange,
periodic reports to shareholders, proxy statements, press releases and other
investor relations activities.






(b) Notwithstanding anything herein to the contrary, Licensee agrees that,
until 12 months after the effective date of the Name Change, for no
consideration, the domain name and corresponding website address:
“www.russberrie.com” (the “Domain Name”) shall direct users to separate
internet locations where each of (x) Licensee’s information pertaining to
the Gift Business and (y) RB’s corporate information can be found. Licensor
and Licensee agree that from the date that Licensor notifies Licensee that
RB has established a new website for its retained operations, and for one
year thereafter, the website corresponding to the Domain Name will direct
users to such new Licensor website for no consideration.




	 	2.	 	TERM OF LICENSE AND PURCHASE OPTION.






	 	2.1	 	Subject to the provisions for early termination of this
Agreement as set forth in this Agreement, the term of this Agreement shall
commence on the date hereof and continue through December 23, 2013; provided,
however, that to the extent there shall be no continuing default on the part of
Licensee or its Affiliates to Licensor or its Affiliates under: (i) this
Agreement, (ii) the Stockholders Agreement, including, but not limited to,
payment in full for the purchase of the Put Securities to the extent Russ
Berrie and Company, Inc. exercises its Put Option (each as defined in and in
accordance with the terms of Section 4.5 of the Stockholders Agreement), (iii)
the Seller Note, or (iv) the Purchase Agreement, the term of this Agreement
shall be extended at the option of the Licensee for an additional 9 months.
Subject to the next sentence, at any time during the term of this Agreement,
Licensee shall have the option to purchase all of the Retained IP from Licensor
for the sum of $5.0 million, to be paid in cash by wire transfer of immediately
available federal funds to an account specified by Licensor (the “Purchase
Option”). Notwithstanding the foregoing, the right of Licensee to exercise,
and the obligation of the Licensor to sell the Retained IP to the Licensee
under, the Purchase Option shall be subject to the following conditions, which
are for the sole benefit of and may be asserted or waived by the Licensor in
its discretion: (i) the Seller Note shall have been paid in full (including all
principal and interest with respect thereto), and (ii) there shall be no
continuing default under this Agreement. Upon receipt of the purchase price
for the Retained IP pursuant to an exercise of the Purchase Option, Licensor
will assign its rights to the Retained IP to Licensee pursuant to an assignment
agreement, in a form mutually agreeable to Licensor and Licensee (which shall
not
include any representations, warranties, indemnities or other continuing
obligations).




 


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	 	2.2	 	Licensor shall have the unilateral right to terminate this
Agreement upon the occurrence of any Event of Default under the Seller Note.
Such termination shall become effective on the date set forth in a notice of
termination provided by Licensor to Licensee.
	 
	 	2.3	 	If Licensee does not purchase the Retained IP pursuant to the
exercise of the Purchase Option by December 23, 2013 (or 9 months thereafter to
the extent the term of this Agreement bas been extended in accordance with
Section 2.1 above), in accordance with Section 2.1 above, Licensor shall
have the option to require Licensee to purchase all of the Retained IP for
$5.0 million, to be paid in cash by wire transfer of immediately available
federal funds to an account specified by Licensor.






	 	3.	 	USE OF RETAINED IP.






	 	3.1	 	Licensee shall at all times use the Retained IP in accordance
with the terms of this License Agreement; provided however that if this License
Agreement terminates for any reason, Licensee shall cease using the Retained IP
forthwith in accordance with the provisions of Paragraph 11 herein. Licensee
shall not join any name or names in connection with the Retained IP so as to
form a new mark. Licensee shall not use any other name or names in combination
with the Retained IP in any advertising, publicity, labeling, packaging or
printed matter of any kind utilized by Licensee in connection with the
Articles, without the consent of Licensor.
	 
	 	3.2	 	Licensee acknowledges that as between Licensee and the
Licensor, Licensor is the owner of all right, title and interest in and to the
Retained IP in any form or embodiment thereof and is also the owner of the
goodwill attached or which shall become attached to the Retained IP in
connection with the business, services and goods in relation to which the same
has been, is or shall be, given or used. Sales and services by Licensee shall
be deemed to have been made by Licensor for purposes of trademark registration
and all uses of the Retained IP by Licensee shall inure to the benefit of
Licensor. Licensee shall not, at any time, do or suffer to be done any act or
thing which may adversely affect any rights of the Licensor in and to the
Retained IP or any registrations thereof or which, directly or indirectly, may
reduce the value of the Retained IP or detract from its reputation.
	 
	 	3.3	 	Licensee shall execute any and all documents reasonably
required to confirm Licensor’s or Licensor’s designee’s ownership of and rights
in and to the Retained IP. Licensor shall be responsible for all costs and
expenses arising out of or in connection with the filing and prosecution of
such application(s) in Licensor’s or Licensor’s designee’s name to register
the Retained IP for Articles and the maintenance and renewal of such
registrations as may issue.




 


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	 	3.4	 	Licensee shall use the Retained IP strictly in compliance with
the legal requirements obtaining therein and shall use such markings in
connection therewith as may be required by applicable legal provisions.
Licensee shall cause to appear on all Articles and on all materials on or in
connection with which the Retained IP is used, such legends, markings and
notices as may be reasonably requested by Licensor in order to give appropriate
notice of any trademark, trade name or other rights therein or pertaining
thereto. Notwithstanding the foregoing, Licensee shall not affix the Retained
IP to any Articles if such products are to be sold as “seconds” or as
“irregulars” unless such Articles are properly labeled and identified as such.
	 
	 	3.5	 	Licensee shall not challenge Licensor’s ownership, or the
validity, of the Retained IP or any application for registration thereof, or
any trademark registration thereof, or any rights of Licensor therein.
	 
	 	3.6	 	In the event that Licensee learns of any infringement or
imitation of the Retained IP or of any use by any person of a trademark similar
to the Retained IP, it promptly shall notify Licensor thereof. Licensor
thereupon may take such action as it deems advisable for the protection of its
rights in and to the Retained IP and, if requested to do so by Licensor,
Licensee shall cooperate with whichever person or entity makes such a request
in all respects at Licensor’s sole expense, including without limitation by
being a plaintiff or co-plaintiff. Licensor shall not be required to take any
action if it deems it inadvisable to do so. In the event that Licensor, after
notice, shall elect not to take action to prevent any alleged infringement,
Licensee shall have the right to do so at its own expense and in the name of
Licensor. Licensor agrees to provide reasonable cooperation to Licensee, at
Licensee’s expense, in any actions taken by Licensee in accordance with the
preceding sentence to prevent any such alleged infringement.
	 
	 	3.7	 	Any sums recovered by judgment, settlement or otherwise from
any action undertaken by Licensor pursuant to Section 3.6 shall be first
applied to payment and/or reimbursement of expenses (including reasonable
attorneys’ fees and expenses) incurred by Licensor in connection therewith, and
the balance shall be paid as follows: fifty percent (50%) to Licensor and
fifty percent (50%) to Licensee. Any sums recovered by judgment, settlement or
otherwise from any action undertaken by Licensee pursuant to Section 3.6 shall
be first applied to payment and/or reimbursement of expenses (including
reasonable attorneys’ fees and expenses) incurred by Licensee in connection
therewith, and the balance shall be paid as follows: sixty percent (60%) to
Licensee and forty percent (40%) to Licensor.




 


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	 	4.	 	DESIGNS; COPYRIGHT.






	 	4.1	 	Licensor shall have the right to request and receive samples
(at Licensor’s expense) of all models or designs to be used in connection with
manufacturing, distribution, advertising and selling of Articles pursuant to
this License Agreement, for its approval, such approval not to be unreasonably
withheld. Licensor shall have the right to request and receive samples (at
Licensor’s expense) of all Articles manufactured, sold, distributed or promoted
by Licensee pursuant to this License Agreement, for its approval, such approval
not to be unreasonably withheld.
	 
	 	4.2	 	Licensee shall be responsible for making all samples as well as
for the production of Articles, and Licensee shall bear all costs in connection
therewith.






	 	5.	 	QUALITY STANDARDS.






	 	5.1	 	Licensee shall maintain the high quality and workmanship of the
Articles sold under the Retained IP, as hitherto and currently maintained by
Affiliates of Licensor.
	 
	 	5.2	 	Licensor has the right to take all action reasonably necessary
to ensure that the Articles sold hereunder are consistent with the reputation
and prestige of the Retained IP as a designation for high quality products.
	 
	 	5.3	 	From time to time upon the Licensor’s request, Licensee shall
promptly submit to the Licensor production samples (at Licensor’s expense) of
Articles produced hereunder so that the Licensor may assure itself of the
maintenance of the quality standards set forth herein. All Articles to be sold
hereunder shall be at least equal in quality to any production samples approved
by the Licensor.
	 
	 	5.4	 	All Articles shall be manufactured, sold, labeled, packaged,
distributed and advertised in accordance with all applicable laws and
regulations. Licensee shall use and display the Retained IP only in such form
and manner as are approved by Licensor, such approval not to be unreasonably
withheld.
	 
	 	5.5	 	With respect to any sample, copy, art work or other material
for the Articles approved by Licensor, Licensee shall not depart therefrom in
any material respect without the prior written approval of the Licensor. If
Licensor shall disapprove any sample Article or any sample tag, label,
packaging, catalogue display or description or the like, or any advertising,
promotional or publicity material, Licensee shall not use the same in any
manner nor permit it or them to be used in any manner.




 


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	 	6.	 	APPROVALS.






The parties hereby agree and acknowledge that the highest standards and reputation
and established image, prestige and good will are associated with the Retained IP
and with the business and merchandise of Licensor, and that the operations of the
license granted hereunder will reflect upon and affect such standards, reputation,
image, prestige and good will. Accordingly, Licensee agrees and acknowledges that
Licensor’s written approval or consent, as provided for under the terms of this
Agreement, may be based upon subjective standards intended to maintain such
standards, reputation, image, prestige and good will, and the quality and reputation
of merchandise sold under the Retained IP; provided that Licensor agrees that in
each such case its consent shall not be unreasonably withheld, conditioned or
delayed. Furthermore, such written approval or consent as may be required under
this Agreement shall be deemed given if not refused in writing within fifteen (15)
business days after receipt of Licensee’s request for approval.




	 	7.	 	ROYALTY.






	 	7.1	 	In consideration of the license granted herein, Licensee shall
pay to Licensor a fixed, annual royalty (the “Royalty”) equal to $1,150,000, in
accordance with the provisions of Section 7.2.
	 
	 	7.2	 	The initial annual Royalty payment (from the date hereof until
the first anniversary of the date hereof) shall be due and payable in one lump
sum on December 31, 2009. Thereafter, the Royalty payable hereunder shall be
paid quarterly at the close of each three (3) month period during the term of
this Agreement (or portion thereof in the event of prior termination for any
reason) commencing with the quarter ending March 23, 2010.
	 
	 	7.3	 	Any payments which are made to Licensor hereunder after the due
date required therefore shall bear interest at the prime rate announced from
time to time by Bank of America, N.A., from the date such amount became due
until the date of payment. Licensor’s right hereunder to interest on late
payment shall not preclude Licensor from exercising any of its other rights or
remedies pursuant to this Agreement or otherwise with regard to Licensee’s
failure to make timely remittance.
	 
	 	7.4	 	In addition to the rights granted to RB pursuant to Section 3.2
of the Stockholders Agreement, in the event the Licensee at any time fails to
pay any Royalty required under this Agreement (a “Royalty Default”), during the
continuance of any such Royalty Default, (i) RB shall have the right to appoint
one of the seven directors required under Section 3.1 of the Stockholders
Agreement (the “Licensor Designee”), and each stockholder of Licensee shall
vote, or cause to be voted, all shares of voting Company Capital Stock (as
defined in the Stockholders Agreement) now owned or hereafter acquired by such
stockholder, or over which such stockholder




 


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	 	 	 	has voting control, as shall be necessary to ensure that the Licensor
Designee shall be elected to the Board of Directors of the Licensee, at the
request of RB, all upon the terms and conditions set forth in Section 3.2 of
the Stockholders Agreement, (ii) the annual amount of the Royalty will
increase to $1,250,000, (iii) the annual interest rate under the Seller Note
will increase immediately to 7.00%, (iii) one-half of the salary and any and
all bonus amounts payable to either Rick Snow or Eldridge Hanes (other than
the remainder of accrued but unpaid base salary and expense reimbursements
as set forth in their respective employment agreements) would be payable and
paid in the form of subordinated promissory notes with the same terms and
conditions of the Seller Note, and (iv) all unpaid interest payments under
the Shareholder Loan from Eldridge Hanes to The Encore Group, Inc. in the
principal amount of $500,000 shall accrue but shall not be paid.






	 	8.	 	INDEMNITY; INSURANCE.






	 	8.1	 	Licensee hereby agrees to save and hold Licensor and its
Affiliates harmless of and from and indemnify it against any and all losses,
liability, damages and expenses (including reasonable attorneys’ fees and
expenses) which any of them may incur or be obligated to pay, or for which any
of them may become liable or be compelled to pay in any action, claim or
proceeding against any of them, for or by reason of any use of the Retained IP
or any acts, whether of omission or commission, that may be committed or
suffered by Licensee or any of its agents or employees in connection with
Licensee’s performance of this Agreement. The provisions of this Section 8.1
and Licensee’s obligation hereunder shall survive the termination of this
Agreement.
	 
	 	8.2	 	Licensee, at its own expense, shall procure and maintain in
full force and effect, at all times during which Articles are being sold, a
product liability insurance policy with respect to Articles with a limit of
liability of not less than U.S. $30 million. Such insurance policy shall be
with a responsible insurance carrier acceptable to the Licensor and shall be
written for the benefit of Licensee and the Licensor, and shall provide for at
least thirty (30) days prior written notice to said parties of the cancellation
or substantial modification thereof. Such insurance may be obtained by
Licensee in conjunction with a policy of products liability insurance which
covers products other than Articles. Licensee shall deliver a certificate of
such insurance to the Licensor promptly upon issuance of said insurance policy
and, from time to time upon reasonable request by the Licensor, promptly shall
furnish to the Licensor evidence of the maintenance of said insurance policy.
Nothing contained in this Section 8.3 shall be deemed to limit the
indemnification provisions of Section 8.1 above.




 


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	 	9.	 	REPRESENTATIONS AND WARRANTIES.






	 	9.1	 	Licensor represents and warrants that it has limited liability
company power and authority to enter into this Agreement and perform all of its
obligations hereunder. Licensor further represents and warrants that, except
as provided in Section 1.6, it has granted no other existing license to use the
Retained IP on products within the Territory which would conflict with the
rights granted hereunder.
	 
	 	9.2	 	Licensee represents and warrants that it has corporate power
and authority to enter into this Agreement and to perform all of its
obligations hereunder.
	 
	 	9.3	 	Neither Licensor nor Licensee makes any other representation or
warranty, express or implied, in connection with this Agreement.






	 	10.	 	DEFAULT AND TERMINATION.






	 	10.1	 	If Licensee fails to perform any of the terms, conditions,
agreements or covenants in this Agreement on its part to be performed and such
default is not curable, or if such default continues uncured for a period of
thirty (30) days after written notice thereof has been given to the Licensee
(ten (10) days in the event that Licensee fails to make any payment of Royalty
when due hereunder), then the Licensor may terminate this Agreement forthwith
by written notice to Licensee.
	 
	 	10.2	 	In the event that Licensee (a) dissolves or liquidates or
ceases to engage in the business of manufacturing, distributing and selling the
Articles and no assignment is made in accordance with Section 13.1 or (b) files
a petition in bankruptcy, is adjudicated a bankrupt or files a petition or
otherwise seeks relief under or pursuant to any bankruptcy, insolvency or
reorganization statute or proceeding, or if a petition in bankruptcy is filed
against it and is not discharged within 60 days thereafter or it makes an
assignment for the benefit of the creditors or if a custodian, receiver or
trustee is appointed for it or for a substantial portion of its business or
assets, and such appointment is not discharged within 60 days thereafter, then
this Agreement shall terminate automatically and forthwith.
	 
	 	10.3	 	No assignee for the benefit of creditors, custodian, receiver,
trustee in bankruptcy, sheriff or any other officer of the court or official
charged with taking over custody of Licensee’s assets or business shall have
any right to continue this Agreement or to exploit or in any way use the
Retained IP if this Agreement terminates pursuant to Section 10.2 above.




 


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	 	10.4	 	If, notwithstanding the provisions of Section 10.2 above,
pursuant to the Bankruptcy Code or any amendment or successor thereto (the
“Code”), a trustee in bankruptcy of Licensee or 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 Licensee, as the case may be, shall notify Licensor
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 the grant to Licensor of an option to have this Agreement
assigned to it for such consideration, or its equivalent in money, and upon
the same terms and conditions as are specified in the notice. The aforesaid
option may be exercised only by written notice given to the trustee or
Licensee, as the case may be, by Licensor within fifteen (15) business days
after Licensor’s receipt of the notice from such party, or within such
shorter period as may be deemed appropriate by the court in the bankruptcy
proceeding. If Licensor fails to give its notice to such party within the
said exercise period, 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 Licensor may have as a creditor in any bankruptcy proceeding.
	 
	 	10.5	 	This Agreement will automatically terminate upon the
consummation of the Purchase Option, provided that in the event that the Name
Change shall not have occurred on or prior to such date, the provisions of
Section 1.6 shall survive such termination in accordance with their terms.






	 	11.	 	RIGHTS ON TERMINATION.






	 	11.1	 	Notwithstanding any termination in accordance with Paragraph 10
above or elsewhere in this Agreement, Licensor shall have and hereby reserves
all rights and remedies which it has, or which are granted to it by operation
of law, to enjoin the unlawful or unauthorized use of the Retained IP and to be
compensated for damages for breach of this Agreement.
	 
	 	11.2	 	Upon the expiration or termination of this Agreement (other
than a termination resulting from the exercise of the Purchase Option),
Licensee shall promptly (but in no event later than 5 Business Days after such
expiration or termination) deliver to the Licensor a complete and accurate
schedule of Licensee’s inventory of Articles and of related work in process
then on hand (hereinafter referred to as “Inventory”) and copies of all open
and unfilled orders. Such schedule shall be prepared as of the close of
business on the date of such expiration or termination and shall reflect
Licensee’s cost of each such item. Licensor thereupon shall have the option,
exercisable by notice in writing delivered to Licensee within fifteen (15)
business days after its receipt of the complete Inventory schedule, to: (a)
purchase all or part of said Inventory for an amount equal to the cost of the
Inventory being purchased, plus duty and freight, i.e.
vendor’s landed cost, and assume all or part of Licensees obligations in
connection with all or part of its open and unfilled orders; or (b) permit
continued sales by Licensee in accordance with Section 11.4 and continue to
receive Royalties for the period of such sales, such sales to be subject to
all of the provisions of this Agreement.




 


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	 	11.3	 	In the event that Licensor elects to purchase the Inventory as
provided in Section 11.2, Licensee shall deliver to the Licensor or its
designee at Licensor’s expense all of the Inventory referred to in the schedule
provided to Licensor within ten (10) days after receipt of Licensor’s notice of
its election. Licensor shall pay Licensee for such Inventory as is in
marketable condition within thirty (30) days after its receipt thereof.
Notwithstanding anything to the contrary herein, in the event that the Licensor
notifies Licensee of its desire to purchase any of the Inventory pursuant to
Section 11.2, such notice shall apply only to that portion of the Inventory
remaining on the date said notice is received by Licensee.
	 
	 	11.4	 	In the event that Licensor elects to have Licensee sell and
dispose of Inventory, Licensee shall be entitled, for an additional period of
180 days only, on a non-exclusive basis, to sell and dispose of its Inventory,
but subject to the condition that all payable but unpaid Royalties must be paid
in full prior to any such sale or disposition. Such sales shall be made be
made only through such channels of distribution which have been approved by
Licensor and shall be subject to all of the provisions of this Agreement,
including the payment of Royalties with respect to such 180-day period in
accordance with the provisions of Paragraph 7.
	 
	 	11.5	 	Except as provided in Section 11.4 above, on the expiration or
termination of this Agreement, all Royalties made shall become immediately due
and payable.
	 
	 	11.6	 	Except as provided in Section 11.4 above, on the expiration or
termination of this Agreement (other than a termination resulting from the
exercise of the Purchase Option): (a) all of the rights of Licensee under this
Agreement shall terminate forthwith and shall revert immediately to the
Licensor, except as otherwise provided herein, (b) Licensee shall discontinue
forthwith all use of the Retained IP, shall no longer have the right to use the
Retained IP or any variation or simulation thereof including in its name and
shall promptly transfer to the Licensor, free of charge, all registrations,
filings and rights with regard to the Retained IP which it may have possessed
at any time. In addition, Licensee thereupon shall deliver to the Licensor,
free of charge, all samples, patterns, markers and other material in its
possession which were provided or approved by the Licensor and all advertising
material, labels, tags and other material in its possession with the Retained
IP thereon. After the expiration or termination of this Agreement (other than
a termination resulting from the exercise of the Purchase Option), Licensee
shall not use or permit others
to use any of said samples, patterns and other material, or any variations
or simulations thereof, in connection with Articles or any other
merchandise.




 


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	 	12.	 	NOTICE.






	 	12.1	 	All reports, approvals, requests, demands and notices required
or permitted by this Agreement to be given to a party shall be in writing and
must be given in accordance with (and shall be subject to) the provisions of
Section 13.3 of the Purchase Agreement, using the address and related
information provided in such Section 13.3 with respect to RB with respect to
the Licensor.






	 	13.	 	ASSIGNABILITY; BINDING EFFECT.






	 	13.1	 	The performance of Licensee hereunder is of a personal nature
and, therefore, except as provided in Section 1.2, neither this Agreement nor
the license or other rights granted hereunder may be assigned, sublicensed or
transferred by Licensee and any such attempted assignment or sublicense,
whether voluntary or by operation of law, directly or indirectly, shall be void
and of no force or effect. If for any reason, whether voluntarily or
involuntarily, control of the business and affairs of Licensee, either through
ownership or management, as they relate to this Agreement is changed and
control of Licensee rests with a person or entity which is not approved by
Licensor, Licensor shall have the right to immediately terminate this Agreement
by and upon notice to Licensee as if the date of termination were the date set
forth herein as the expiration date hereof.
	 
	 	13.2	 	This License Agreement shall inure to the benefit of and shall
be binding upon the parties, their respective personal representatives,
successors, Licensor’s transferees and assigns and Licensee’s permitted
transferees and assigns.






	 	14.	 	MISCELLANEOUS.






	 	14.1	 	All payments made or to be made pursuant to this Agreement
shall be made in U.S. dollars.
	 
	 	14.2	 	This License Agreement shall be construed and interpreted in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in said State, without giving effect to conflicts of law
provisions thereof.
	 
	 	14.3	 	Section 13.4 of the Purchase Agreement shall apply to this
Agreement, mutatis mutandis.




 


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	 	14.4	 	This License Agreement, the Purchase Agreement, the
Stockholders Agreement and the Seller Note contain the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof
and supersede all prior oral or written understandings and agreements relating
thereto.
	 
	 	14.5	 	Nothing herein contained shall be construed to constitute the
parties hereto as partners or as joint venturers, or either as agent of the
other, and Licensee shall have no power to obligate or bind Licensor in any
manner whatsoever.
	 
	 	14.6	 	No waiver by either party, whether express or implied, of any
provision of this Agreement, or of any breach or default thereof, shall
constitute a continuing waiver of such provision or of any other provision of
this Agreement. Acceptance of payments by Licensor shall not be deemed a
waiver by Licensor of violation of or default under any of the provisions of
this Agreement by Licensee.
	 
	 	14.7	 	If any provision or any portion of any provision of this
Agreement shall be held to be void or unenforceable, the remaining provisions
of this Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.
	 
	 	14.8	 	This Agreement cannot be amended, terminated or discharged
orally.




 


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



	 	 	 	 	 	 	 	 	 	 	 
	Licensee

The Russ Companies, Inc.	 	 	 	Licensor

RB Trademark Holdco, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard Snow
 

	 	 
	 	By:
	 	/s/ Bruce G. Crain
 

	 	 
	 

	 	Name: Richard Snow
	 	 	 	 	 	Name: Bruce G. Crain	 	 
	 

	 	Title:   President
	 	 	 	 	 	Title:   President	 	 






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