Filed by Bowne Pure Compliance





Exhibit 10.114




LICENSOR AGREEMENT




Dated as of December 23, 2008




To induce you, Wells Fargo Bank, National Association (with its successors and assigns, “Wells
Fargo”), at any time or from time to time to make loans or extend financial accommodations to the
Company (defined below), and in consideration thereof, RB Trademark Holdco, LLC, a Delaware limited
liability company (the “Licensor”) and Wells Fargo hereby agree as follows:



1. Definitions. For the purposes of this Agreement, the following terms shall have the
meanings set forth below or in the referenced Section of this Agreement:




“Company” means The Russ Companies, Inc., a Delaware limited liability company.




“Intellectual Property Rights” means all actual or prospective rights arising in
connection with any intellectual property or other proprietary rights, including all rights
arising in connection with copyrights, patents, service marks, trade dress, trade secrets,
trademarks, trade names or mask works.




“Wells Fargo Documents” means that certain Credit and Security Agreement of even date
herewith between Company and Wells Fargo, as the same may be modified, amended, supplemented
or restated from time to time, and the security agreements executed and delivered pursuant
to such agreement.




“License Agreement” means that certain License Agreement of even date herewith between
the Company and the Licensor, as the same may be amended, supplemented or restated from time
to time.




“Licensed Intellectual Property Rights” means the Intellectual Property Rights licensed
under the License Agreement.




“Notice Date” means the date Licensor gives notice to Wells Fargo to the effect that
the License Agreement has been terminated or is no longer in effect.




“Product” means any product produced using or incorporating any Licensed Intellectual
Property Rights.



2. License Agreement. A true and correct copy of the License Agreement is attached hereto as
Exhibit A. As of the date hereof, the License Agreement is in full force and effect.


 


 









 





3. Ownership of Rights. The Licensor represents and warrants that it has not granted any other
license to use the Licensed Intellectual Property Rights which would conflict with the rights
granted to the Company under the License.



4. Credit Facility. Licensor acknowledges that Company may now or hereafter become a party to
the Wells Fargo Documents.



5. Grant of Limited Rights Under the License Agreement. The Licensor hereby agrees that Wells
Fargo and its agents may exercise, following the acceleration of the indebtedness outstanding under
the Wells Fargo Documents by reason of an Event of Default thereunder, all rights which the Company
could otherwise exercise under the License Agreement, subject to the terms and conditions of the
License Agreement, as necessary to liquidate Products that are partially or finally manufactured as
of the date of such acceleration, provided that nothing in this paragraph 5 or elsewhere in this
Agreement shall limit the rights of Licensor to terminate the License Agreement in accordance with
the terms thereof.



6. Wells Fargo’s Limited License. In addition to the rights granted pursuant to paragraph 5,
the Licensor acknowledges and agrees with Wells Fargo that, following termination of the License
Agreement, Wells Fargo shall have a limited license from Licensor, on the terms and conditions set
forth in the License Agreement, to the extent necessary for Wells Fargo to exercise any of its
rights under the Wells Fargo Documents with respect to any Products that are partially or finally
manufactured on or before the earlier of termination of the License Agreement and the acceleration
of the indebtedness outstanding under the Wells Fargo Documents by reason of an Event of Default
thereunder. Such rights include, without limitation, completing the manufacture of any partially
completed Products and foreclosing on and selling any such completed Products and any Products
finally manufactured by the Company, in accordance with standards set forth in the License
Agreement. The license granted under this paragraph 6 shall be exclusive during the 90-day period
immediately following termination of the License Agreement and non-exclusive thereafter, provided
that during the period that the license is exclusive Licensor may nevertheless manufacture or cause
to be manufactured (but may not sell or distribute) products using the Licensed Intellectual
Property Rights or license anyone else to do so.



7. Expiration of License and Rights. The rights granted to Wells Fargo under paragraph 5 shall
terminate upon termination of the License Agreement and the rights granted to Wells Fargo under
paragraph 6 shall expire at the earliest of




	 	(x)	 	180 days after the date upon which all of the following are satisfied: (a)
Wells Fargo has taken possession of all Products, (b) any outstanding stay, injunction
or other court order or process has been lifted or terminated so that Wells Fargo has
the legal ability to sell and convey title of any and all Products, and (c) all steps
necessary under Wells Fargo Documents or law have been completed so that Wells Fargo
has the immediate right to sell and convey title to any and all Products,






	 	(y)	 	one year after the Notice Date, and






	 	(z)	 	one year after the acceleration of the indebtedness outstanding under the Wells
Fargo Documents by reason of an Event of Default thereunder, unless Licensor and Wells
Fargo agree otherwise.




 


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8. Compliance with License Agreement. Wells Fargo shall be obligated to comply with the terms
and conditions of the License Agreement, other than the payment of royalties thereunder, during any
period that it may exercise rights under paragraph 5 or the license under paragraph 6.



9. Termination. This Agreement shall terminate upon the payment in full of all indebtedness
under the Wells Fargo Documents and the termination or expiration of Wells Fargo’s agreement to
lend under the Wells Fargo Documents.



10. No Benefit to Company. The Company is not a party to or a beneficiary of this Agreement and
shall have no right to enforce this Agreement.



11. Notice. Any notice required or permitted by this Agreement shall be deemed to have been
given when mailed, postage prepaid, or when delivered to the following addresses (or such other
address as a party may have designated as to itself by notice to the other party):




If to Wells Fargo:




Wells Fargo Business Credit

300 Commercial Street

Boston, Massachusetts 02109

Telecopier: (617) 263-6328

Attention: Relationship Manager for Russ Gift Group, Inc.




If to Licensor:




RB Trademark Holdco, LLC

111 Bauer Drive

Oakland, NJ 07436

Telecopier:

Attention: General Counsel



12. Successors. This Agreement shall inure to the benefit of Wells Fargo, and be binding upon
the Licensor, its successors and assigns.



13. Governing Law. This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, without giving effect to the conflict of laws provisions thereof.




 


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IN WITNESS WHEREOF the Licensor and Wells Fargo have executed this Agreement as of the date
first written above.



	 	 	 	 	 
	 	RB Trademark Holdco, LLC

 	 
	 	By:  	/s/ Marc Goldfarb
 	 
	 	 	Its: Senior Vice President 	 
	 	 	 	 
	 	Wells Fargo Bank, National Association

 	 
	 	By:  	/s/ Patricia A. Petrin
 	 
	 	 	Its: Vice President 	 





The undersigned hereby consents to the foregoing.



	 	 	 	 	 
	 	The Russ Companies, Inc.

 	 
	 	By:  	/s/ Richard Snow
 	 
	 	 	Its: President