EXHIBIT10.68

PORTIONS OF THIS EXHIBIT 10.68 MARKED BYAN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION.

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     CONFIDENTIAL TREATMENT

**CONFIDENTIAL —NEITHER THIS DOCUMENT, ITS TERMS OR PROVISIONS OR THE RELATIONSHIPCONTEMPLATED THEREIN IS TO BE DISCUSSED OR USED WITHOUT THE CONSENT OFCALVIN KLEIN, INC. OR WF OVERSEAS FASHION C.V. A DRAFT DOES NOTCONSTITUTE AN OBLIGATION OF THE PARTIES. NO BINDING AGREEMENT WILLRESULT UNLESS A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVEREDBY THE PARTIES. THERE IS NO OBLIGATION TO EXECUTE ANY SUCHAGREEMENT.**

LICENSEAGREEMENT

BETWEEN

CALVIN KLEIN,INC.

AND

CK JEANSWEAR EUROPES.P.A.

AND

WF OVERSEAS FASHIONC.V.

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     CONFIDENTIAL TREATMENT

TABLE OFCONTENTS

|                                           |  |        |        |                                      |  |                                                         |  |        |        |        |  |  |  |  |  |  |  |  |
|-------------------------------------------|--|--------|--------|--------------------------------------|--|---------------------------------------------------------|--|--------|--------|--------|--|--|--|--|--|--|--|--|
| ARTICLEI.   GRANT          |  |   |   |                                 |
|                                      |  | 1.1    |        | License                              |
|                                      |  |   |        | 1.1.1                                |  | Exclusionof RetailSales                                 |
|                                      |  |   |        | 1.1.2                                |  | RighttoManufacture                                      |
|                                      |  | 1.2    |        | Reservation                          |
|                                      |  |   |        | 1.2.1                                |  | RetailStores; Company-ControlledStores                  |
|                                      |  |   |        | 1.2.2                                |  | E-Commerce/PromotionalGoods                             |
|                                      |  |   |        | 1.2.3                                |  | ThirdPartyLicensees                                     |
|                                      |  | 1.3    |        | Limitations                          |
|                                      |  | 1.4    |        | DefinitionalDisputes                 |
|                                      |  | 1.5    |        | Exploitationof theLicense            |
|                                      |  |   |        | 1.5.1                                |  | BestEfforts                                             |
|                                      |  |   |        | 1.5.2                                |  | Non-Competition                                         |
|                                      |  | 1.6    |        | Showrooms;In-Store Shops; TradeShows |
|                                      |  |   |        | 1.6.1                                |  | Showrooms                                               |  |   |   |   |
|                                      |  |   |        | 1.6.2                                |  | In-StoreShops                                           |
|                                      |  |   |        | 1.6.3                                |  | TradeShows                                              |
|                                      |  |   |        | 1.6.4                                |  | VisualDesignPersonnel                                   |
| ARTICLEII.   LICENSEPERIOD |
|                                      |  | 2.1    |        | LicensePeriod                        |
| ARTICLEIII.   SALES        |
|                                      |  | 3.1    |        | Sales/Marketingand ProductionPlans   |
|                                      |  | 3.2    |        | DeliberatelyOmitted                  |
|                                      |  | 3.3    |        | Salesto CKI and itsEmployees         |
| ARTICLEIV.   LICENSEFEES   |
|                                      |  | 4.1    |        | RequirementofFees                    |
|                                      |  |   |        | 4.1.1                                |  | PercentageFees                                          |
|                                      |  |   |        | 4.1.2                                |  | Grossand NetSales                                       |
|                                      |  |   |        | 4.1.3                                |  | MinimumGuaranteedFees                                   |
|                                      |  |   |        | 4.1.4                                |  | Allocationof Minimum Guaranteed Fees and PercentageFees |
|                                      |  | 4.2    |        | Statements                           |
|                                      |  | 4.3    |        | BooksandRecords                      |
|                                      |  | 4.4    |        | Underpayments                        |
|                                      |  | 4.5    |        | MannerofPayment                      |
|                                      |  | 4.6    |        | Intereston LatePayment               |
|                                      |  | 4.7    |        | NoSet-Off                            |
|                                      |  | 4.8    |        | Taxes                                |
|                                      |  | 4.9    |        | FinancialStatements                  |
|                                      |  | 4.10   |        | FinancialCovenants                   |
|                                           |

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     CONFIDENTIAL TREATMENT

|                                                     |  |        |                          |        |  |                                                              |  |                                             |  |                          |  |  |  |  |  |  |  |  |
|-----------------------------------------------------|--|--------|--------------------------|--------|--|--------------------------------------------------------------|--|---------------------------------------------|--|--------------------------|--|--|--|--|--|--|--|--|
| ARTICLEV.   ADVERTISING ANDPROMOTION |
|                                                |  |   | 5.1                      |   |  | Advertising                                                  |
|                                                |  |   |                     |   |  | 5.1.1                                                        |  | InitialSupport/Reimbursement                |
|                                                |  |   |                     |   |  | 5.1.2                                                        |  | AdvertisingObligation                       |
|                                                |  |   |                     |   |  | 5.1.3                                                        |  | CRKFee                                      |
|                                                |  |   |                     |   |  | 5.1.4                                                        |  | Co-operativeAdvertising and PublicRelations |
|                                                |  |   | 5.2                      |   |  | ‘Usage’                                          |
|                                                |  |   | 5.3                      |   |  | Approvalof Materials,Activities                              |
|                                                |  |   | 5.4                      |   |  | Samples                                                      |
| ARTICLEVI.   QUALITY ANDSTANDARDS    |
|                                                |  |   | 6.1                      |   |  | Distinctivenessand Quality of the Licensed Mark              |
|                                                |  |   |                     |   |  | 6.1.1                                                        |  | Consistencywith Other Products              |
|                                                |  |   | 6.2                      |   |  | Design                                                       |
|                                                |  |   |                     |   |  | 6.2.1                                                        |  | Time and ActionCalendar                     |
|                                                |  |   |                     |   |  | 6.2.2                                                        |  | Themes                                      |
|                                                |  |   |                     |   |  | 6.2.3                                                        |  | DesignConcepts                              |
|                                                |  |   |                     |   |  | 6.2.4                                                        |  | Certain OtherApprovals                      |
|                                                |  |   |                     |   |  | 6.2.5                                                        |  | CKI Designs                                 |
|                                                |  |   |                     |   |  | 6.2.6                                                        |  | Prototypes                                  |
|                                                |  |   |                     |   |  | 6.2.7                                                        |  | Final Approval andSales                     |
|                                                |  |   | 6.3                      |   |  | Manufactureof Licensed Products by ThirdParties              |
|                                                |  |   | 6.4                      |   |  | Non-ConformingProducts                                       |
|                                                |  |   | 6.5                      |   |  | Approvals                                                    |
|                                                |  |   | 6.6                      |   |  | Marketing,Labeling, Packaging, Promotions, BusinessMaterials |
|                                                |  |   | 6.7                      |   |  | InspectionofFacilities                                       |
|                                                |  |   | 6.8                      |   |  | SamplesandArtwork                                            |
|                                                |  |   | 6.9                      |   |  | Know-how                                                     |
|                                                |  |   | 6.10                     |   |  | Meetings                                                     |
|                                                |  |   | 6.11                     |   |  | DesignDirection                                              |
|                                                |  |   | 6.12                     |   |  | DesignRights                                                 |
|                                                |  |   | 6.13                     |   |  | Shops,Stores, RetailOutlets                                  |
|                                                |  |   | 6.14                     |   |  | Disposalof Seconds andClose-Outs                             |
|                                                |  |   |                     |   |  | 6.14.1                                                       |  | Seconds                                     |
|                                                |  |   |                     |   |  | 6.14.2                                                       |  | Close-Outs                                  |
|                                                |  |   | 6.15                     |   |  | Standardsof Conduct                                          |
|                                                |  |   |                     |   |  | 6.15.1                                                       |  | Standards                                   |
|                                                |  |   |                     |   |  | 6.15.2                                                       |  | AuditRequirement                            |
|                                                |  |   |                     |   |  | 6.15.3                                                       |  | Approval                                    |
|                                                |  |   |                     |   |  | 6.15.4                                                       |  | UseofFacility                               |
|                                                |  |   | 6.16                     |   |  | Personnel                                                    |
| ARTICLEVII.   THE LICENSEDMARK       |
|                                                |  |   | 7.1                      |   |  | Rightsto the LicensedMark.                                   |
|                                                |  |   |                     |   |  | 7.1.1                                                        |  | Ownershipof LicensedMark                    |
|                                                |  |   |                     |   |  | 7.1.2                                                        |  | NoAdverseActions                            |
|                                                |  |   |                     |   |  | 7.1.3                                                        |  | Registrations                               |
|                                                |  |   |                     |   |  | 7.1.4                                                        |  | Survival                                    |
|                                 |  |   |      |   |  |                                          |  |                         |  |      |
|                                                     |

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     CONFIDENTIAL TREATMENT

|                                                          |  |        |        |        |  |                                                |  |                                  |  |            |  |  |  |  |  |  |  |  |
|----------------------------------------------------------|--|--------|--------|--------|--|------------------------------------------------|--|----------------------------------|--|------------|--|--|--|--|--|--|--|--|
|                                                     |  |   | 7.2    |   |  | Protectingthe LicensedMark.                    |
|                                                     |  |   | 7.3    |   |  | Useof the LicensedMark                         |
|                                                     |  |   |   |   |  | 7.3.1                                          |  | Compliancewith LegalRequirements |
|                                                     |  |   |   |   |  | 7.3.2                                          |  | Usewith OtherName                |
|                                                     |  |   |   |   |  | 7.3.3                                          |  | ExecutionofDocuments             |
|                                                     |  |   | 7.4    |   |  | OwnershipofCopyright                           |
|                                                     |  |   | 7.5    |   |  | Infringements,Counterfeits and ParallelImports |
|                                                     |  |   |   |   |  | 7.5.1                                          |  | Infringements                    |
|                                                     |  |   |   |   |  | 7.5.2                                          |  | Counterfeitsand ParallelImports  |
|                                                     |  |   |   |   |  |                                           |  | 7.5.2.1                          |  | TheNetwork |
|                                                     |  |   |   |   |  |                                           |  | 7.5.2.2                          |  | Diversion  |
|                                                     |  |   |   |   |  | 7.5.3                                          |  | CriminalProceedings              |
|                                                     |  |   |   |   |  | 7.5.4                                          |  | EnforcementActivities            |
|                                                     |  |   |   |   |  | 7.5.5                                          |  | NatureofProceedings              |
|                                                     |  |   |   |   |  | 7.5.6                                          |  | Cooperation                      |
|                                                     |  |   | 7.6    |   |  | TrademarkSecurity                              |
|                                                     |  |   |   |   |  | 7.6.1                                          |  | CounterfeitProtection            |
|                                                     |  |   | 7.7    |   |  | Useof Licensed Mark on Invoices,etc.           |
|                                                     |  |   | 7.8    |   |  | Monitoring                                     |
| ARTICLEVIII.   TERM ANDTERMINATION        |
|                                                     |  |   | 8.1    |   |  | Expiration                                     |
|                                                     |  |   | 8.2    |   |  | OtherRightsUnaffected                          |
|                                                     |  |   | 8.3    |   |  | Rightof Termination of theLicense              |
|                                                     |  |   | 8.4    |   |  | TerminationWith Notice and Right toCure        |
|                                                     |  |   | 8.5    |   |  | EffectofTermination                            |
|                                                     |  |   | 8.6    |   |  | InventoryUponTermination                       |
|                                                     |  |   | 8.7    |   |  | FreedomtoLicense                               |
|                                                     |  |   | 8.8    |   |  | RightsPersonal                                 |
|                                                     |  |   | 8.9    |   |  | Trusteein Bankruptcy                           |
|                                                     |  |   | 8.10   |   |  | Compensation                                   |
| ARTICLEIX.   INDEMNIFICATION ANDINSURANCE |
|                                                     |  |   | 9.1    |   |  | Indemnificationby the Licensee                 |
|                                                     |  |   | 9.2    |   |  | Notice ofSuit or Claim                         |
|                                                     |  |   | 9.3    |   |  | Indemnificationby CKI                          |
|                                                     |  |   | 9.4    |   |  | Insurance                                      |
|                                                     |  |   |   |   |  | 9.4.1                                          |  | Requirement                      |
|                                                     |  |   |   |   |  | 9.4.2                                          |  | GeneralProvision                 |
|                                                     |  |   |   |   |  | 9.4.3                                          |  | Approved Carrier/PolicyChanges   |
|                                                     |  |   |   |   |  | 9.4.4                                          |  | Evidence ofCoverage              |
|                                                     |  |   |   |   |  | 9.4.5                                          |  | Territory                        |
| ARTICLEX.   COMPLIANCE WITHLAWS           |
|                                                     |  |   | 10.1   |   |  | Compliancewith Laws                            |
|                                                     |  |   | 10.2   |   |  | EquitableRelief                                |
|                                                          |

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     CONFIDENTIAL TREATMENT

|                                                       |  |        |       |        |  |                                              |  |  |  |  |
|-------------------------------------------------------|--|--------|-------|--------|--|----------------------------------------------|--|--|--|--|
| ARTICLE  XI.   MISCELLANEOUS |
|                                                  |  |   | 11.1  |   |  | Warrantiesand Representations of the Parties |
|                                                  |  |   | 11.2  |   |  | Definitions                                  |
|                                                  |  |   | 11.3  |   |  | Notices                                      |
|                                                  |  |   | 11.4  |   |  | Assignment                                   |
|                                                  |  |   | 11.5  |   |  | Sublicense                                   |
|                                                  |  |   | 11.6  |   |  | Assignment byCKI                             |
|                                                  |  |   | 11.7  |   |  | NoAgency                                     |
|                                                  |  |   | 11.8  |   |  | Suspension ofObligations                     |
|                                                  |  |   | 11.9  |   |  | Benefit                                      |
|                                                  |  |   | 11.10 |   |  | EntireAgreement; Amendment                   |
|                                                  |  |   | 11.11 |   |  | Non-Waiver                                   |
|                                                  |  |   | 11.12 |   |  | Severability                                 |
|                                                  |  |   | 11.13 |   |  | Headings                                     |
|                                                  |  |   | 11.14 |   |  | Counterparts                                 |
|                                                  |  |   | 11.15 |   |  | GoverningLaw                                 |
|                                                  |  |   | 11.16 |   |  | Jurisdiction                                 |
|                                                  |  |   | 11.17 |   |  | Non-Solicitation                             |
|                                                  |  |   | 11.18 |   |  | Confidentiality                              |
|                                                  |  |   | 11.19 |   |  | Cross-Termination                            |
|                                                  |  |   | 11.20 |   |  | AssignmentWithin WarnacoFamily               |
|                                                       |

|          |  |                                                                                                                               |  |                                         |  |  |  |  |  |  |
|----------|--|-------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------|--|--|--|--|--|--|
|     |  | SCHEDULE6.13                                                                                                                  |  | APPROVEDACCOUNTS                        |
|     |  | SCHEDULE 6.14                                                                                                                 |  | APPROVEDSECONDS AND CLOSE-OUTS ACCOUNTS |
|     |  | SCHEDULES                                                                                                                     |  | SHAREHOLDERS                            |
| EXHIBITS |  |                                                                                                                          |
|     |  | EXHIBITT                                                                                                                      |  | TERRITORY                               |
|     |  | EXHIBITP                                                                                                                      |  | PRODUCTS                                |
|     |  | EXHIBITB                                                                                                                      |  | ROYALTY STATEMENT                       |
|     |  | EXHIBITD                                                                                                                      |  | THIRD-PARTY MANUFACTURINGAGREEMENT      |
|     |  | EXHIBIT E                                                                                                                     |  | PRODUCTIONFACILITY EVALUATIONFORM       |
|     |  | SCHEDULEOF ISSUED REGISTRATIONS AND PENDING APPLICATIONSFOR‘‘CK/ CALVIN KLEIN’’TRADEMARKS IN CLASS 25 |
|          |

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     CONFIDENTIAL TREATMENT

LICENSE AGREEMENT

LICENSEAGREEMENT, dated as of January  31,  2006, between CALVINKLEIN, INC. (‘‘CKI’’), a NewYork corporation, CK JEANSWEAR EUROPE S.P.A. (the‘‘Licensee’’), an Italiancorporation 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 theLicensee, a license in the Territory (as hereinafter defined), to usethe trademark ‘‘CK/CALVIN KLEIN’’ to beused in the form designated by CKI from time to time(‘‘Licensed Mark’’) in connection with themanufacture, wholesale sale, distribution, advertising and promotion ofcertain women’s and men’s bridge apparel, as defined inExhibit P (collectively, the‘‘Products’’), subject tothe terms contained in this Agreement. Products bearing the LicensedMark are hereinafter referred to as ‘‘LicensedProducts.’’

WHEREAS, Warnaco U.S., Inc. aDelaware corporation, is the general partner of WF Overseas FashionC.V., and, solely in such capacity, is executing this Agreement onbehalf and for the exclusive risk and benefit of WF Overseas FashionC.V.

NOW, THEREFORE, the parties hereto agree asfollows:

ARTICLEI.    GRANT

1.1 License.    CKI herebygrants to the Licensee an exclusive license (the‘‘License’’), without theright to assign, and the right to sublicense with CKI’s priorwritten consent (exercisable in CKI’s sole and absolutediscretion) and subject to and in accordance with the terms containedin this Agreement, to use the Licensed Mark, during the License Periodin connection with the manufacture and sale, distribution, advertising,and promotion in the ‘‘Territory,’’ setforth on Exhibit T, of Licensed Products to approved customers***

1.1.1 Exclusion of Retail Sales. The License excludes the sale, distribution, and promotionof Licensed Products via commerce conducted on, made available through,or facilitated by *** or upon prior approval of CKI, which CKI maywithhold in its sole and absolute discretion, The License also excludesthe right to *** only as approved by CKI, and except as permitted as tosuch 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 theTerritory and elsewhere in the world is non-exclusive (others may andwill have the right to produce Products within the Territory for exportand sale outside the Territory). Licensee shall have the right toimport into the Territory Licensed Products manufactured outside theTerritory; provided, however, that the Licensee takesreasonable precautions to prevent all labels, tags, packaging material,business supplies and advertising and promotional materials and allother forms of identification bearing the Trademark (collectively,‘‘Labels’’) from being usedotherwise than in connection with the distribution and sale of LicensedProducts within the Territory. The Licensee shall neither exportLicensed Products from the Territory, nor sell Licensed Products to anyentity which it knows, or reasonably should know, intends to exportLicensed Products from theTerritory.

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

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

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     CONFIDENTIAL TREATMENT

distribution and promotion of LicensedProducts through the CKI Stores, purchase Licensed Products from theLicensee**,**at mutually agreed upon prices, terms and conditions,provided that Licensee timely produces, ships and delivers suchLicensed Products in quantities as may reasonably be required by CKI.If (i) Licensee cannot sell or supply any Licensed Products due to acontinuing force majeure event or other event outside ofLicensee’s reasonable control (i.e., more than thirty calendardays) or (ii) Licensee fails to timely deliver for two consecutivequarters the products so ordered (other than minor shortages), thenduring the pendency of such force majeure event or after such failuresto deliver, CKI or its Affiliates shall have the right to manufactureor have manufactured for it by others, and to sell, distribute andpromote such Licensed Products through CKI Stores for the next twoyears, at which time the provisions hereof shall again apply, CKI shallalso require that any such retail stores in the Territory owned oroperated by an authorized licensee of CKI shall purchase the LicensedProducts from Licensee. The Licensee acknowledges and agrees that*******

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

1.2.3 ThirdParty Licensees.    CKI may grant third parties the right toproduce Products for distribution and sale outside the Territory.Licensee agrees to fully co-operate with such third parties, and uponCKI’s request, Licensee will, furnish samples of LicensedProducts, provide at cost (without markup), any patterns, trim samples,samples of garments and other materials, names of contractors andsources of supply, reasonably necessary to manufacture LicensedProducts as reasonably requested on a timely basis by such licensees,in accordance with such third parties’ reasonable design andproduction schedules and subject to appropriate confidentialityundertakings. Licensee will timely supply CKI’s distributors orother third party licensees outside the Territory, with LicensedProducts for distribution in such quantities as CKI may reasonablyrequest on such credit or other terms as Licensee may impose on itscustomers generally,*******

1.3 Limitations.    The Licenseeunderstands and agrees that CKI, and its other licensees andsublicensees, may manufacture or authorize third parties to manufactureLicensed Products in the Territory for sale outside of the Territory,or to manufacture and sell or authorize third parties to manufactureand sell products of any and all types and descriptions other than theProducts in or outside the Territory. In this regard, the Licenseeacknowledges and agrees that products that bear some similarity ofdesign to the Licensed Products may be manufactured, distributed orsold in the Territory in connection with the Licensed Mark by eitherCKI or a third party authorized to use the Licensed Mark, and theLicensee further acknowledges and agrees that such similarity of designwill not be deemed a breach of or default under this Agreement. Inaddition, no license is granted hereunder for the manufacture, sale ordistribution of the Licensed Products to be used for publicity purposes(other than publicity of the Licensed Products), in combination salesor as premiums or giveaways, or to be disposed of under or inconnection with similar methods of merchandising, such rights beingspecifically reserved for CKI or otherwise subject to CKI’sprior review and approval. Licensee agrees that the marketing,placement and distribution of Licensed Products in the Territory maybut shall not necessarily be the same as that for Products being soldin the U.S. or elsewhere in the world by CKI’s duly authorizedlicensee, but shall be commensurate with the marketing, placement anddistribution of Licensed Products in comparison with other competitiveand competitors’ ‘‘bridge’’ or‘‘diffusion’’ lines sold both in the U.S.and the Territory.

1.4 DefinitionalDisputes.    The Licensee acknowledges that due to the nature ofthe marketplace, the definition of Products may change or may not beamenable to precise delineation. In addition, the Licensee acknowledgesthat CKI does have and may hereafter have, other licensees within theTerritory. However, CKI will use its reasonable efforts to******* In the event of any dispute between the Licensee and anyother licensee of CKI in the Territory with respect to whetherparticular merchandise is covered by one or the other of theirrespective licenses, or there is otherwise a dispute over thedefinition of Licensed Products, CKI shall render, based upon itsreasonable (but with all due consideration given to aesthetic andquality factors) good faith judgement, commercial reasonableness, and areasonable written determination.

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     CONFIDENTIAL TREATMENT

1.5    Exploitation of theLicense.

1.5.1 Best Efforts.    Atall times during the License Period, the Licensee shall use itsreasonable best efforts to exploit the License throughout each andevery country the Territory, including, but not limited to: (i) sellingwhat reasonably constitutes a full line of Products within eachseasonal collection of Licensed Products (each, a‘‘Collection’’), subject toseasonal differences, and a sufficiently representative quantity ofeach type of Product within each Collection; (ii) timely developing,producing and offering for sale the Licensed Products so that they maybe sold and shipped to consumers on a timely basis; (iii) maintaining asales force sufficient to provide effective distribution throughout allareas of the Territory; (iv) cooperating with CKI’s and any ofits licensees’ marketing, merchandising, sales, andanti-counterfeiting programs as may be applicable, and (v) maintainingnecessary financial position to adequately support the operations andobligationsherein.

1.5.2 Non-Competition.    TheLicensee shall devote itself and all of its employees and operationsexclusively to the operations of this license and other‘‘CALVIN KLEIN’’ operations licensed byCKI. The Licensee’s Affiliates shall not enter into or obtainfrom any person or entity a license in the Territory for any of theProducts bearing the name of any designer or designer brand (or anyderivative or formative thereof) of ******* without the priorwritten consent of CKI and except for arrangements and agreements ineffect on and as of the Effective Date of this Agreement.*******

1.6    Showrooms; In-Store Shops; TradeShows.

1.6.1 Showrooms.    Licenseeshall maintain a separate showroom within the existing premises inMilan of CKI’s affiliate, Calvin Klein Europe S.r.l.(‘‘CKE’’), under a form of sublease orsharing arrangement, to be entered into by the parties. If at any timethe showroom shall be relocated due to unavailability of CKE’spremises, the location shall be subject to the approval (not to beunreasonably withheld) of CKI. Furthermore, CKI may require anadditional showroom to be established in London; and, if the parties soagree, 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 theshowrooms shall be subject to the standards of CKI, and shall bedesigned and maintained in conformity with the prestige associated withthe Licensed Mark. The plans for each showroom, including décor,set-up and display (and material changes thereto), and for anyrenovations thereto shall be subject to the reasonable prior writtenapproval of CKI, which approval shall not be unreasonably withheld ordelayed;provided, however, that CKI shall have 10business days after its receipt of such plans to approve or disapprovesuch plans or such longer period as is reasonable under thecircumstances. Promptly after the execution of this Agreement, CKI andthe 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 meetupon request to establish a budget for required or requestedrenovations to the showrooms.

1.6.2 In-StoreShops.    The Licensee will participate in in-store shop orfixturing programs, with the Licensee’s customers throughout theTerritory, and will spend amounts on in-store décor,refurbishments and fixturing (including development costs ofconsultants for design and fixturing prototypes and on sales personnelor coordinators, sufficient to ensure and the appropriate as may beapplicable to enhance the presentation of Licensed Products within itsretail accounts, including appropriate stocking and merchandise mix, tobe developed with and under the direction of CKI (and outsideconsultants 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 bedesigned in conformity with the prestige associated with the LicensedMark, and plans for any such shop-in-shop areas shall be subject to theprior written approval of CKI. In-shop décor, refurbishing andfixturing are essential to the exploitation of the License Agreement;in addition to other expenses hereunder (and not consideredeither a qualified Co-op or Public Relationsexpenditure).

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     CONFIDENTIAL TREATMENT

1.6.3 TradeShows.    The Licensee shall display the Licensed Products at aseparate booth space at all tradeshows attended by the Licensee topromote Products. The design of such booth shall be developed inconsultation with CKI’s visual design personnel, as provided in§ 1.6.4.

1.6.4 Visual DesignPersonnel.    The Licensee shall consult with and utilizeCKI’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 thesale of Licensed Products within the stores of the Licensee’scustomers, and shall provide all funds necessary in connectiontherewith (including, but not limited to, reasonable per diemrates for work performed by CKI’s visual display personnel basedupon estimated amounts or anticipated expenditures, as provided ordiscussed and agreed upon in advance, or based uponagreed-upon-in-advance budgets), it being understood and agreed thatthe fabrication, manufacturing, production or construction ofshowrooms, trade show booths and fixtures may be performed by thirdparties. All such design, development and construction shall be subjectto CKI’s ongoing approval. Licensee will arrange for the openingof shop-in-shops within department stores and specialty stores usingappropriate fixtures and signage, and to maintain seasonal visualdisplay and ‘‘set-ups’’ of LicensedProducts, as approved by Licensor, and to fully stock suchshop-in-shops with an appropriate merchandise mix of Licensed Products,all as approved by CKI, pursuant to and consistent withLicensee’s shop-in-shop development program. Such in-storedevelopment programs shall be financed in a manner comparable to andcommensurate with those of CKI’s competitors as to LicensedProducts. CKI may periodically inspect Licensee’s showrooms,shows at trade exhibitions, and such shop-in-shops. Any such inspectionwill be at CKI’s expense unless CKI determines as a result ofsuch inspection that Licensee’s showrooms, trade exhibitionshows or in-store shops or in-store areas have not beenmaintained in accordance with CKI’s specifications, in whichcase Licensee will at its expense promptly make any modifications todesign, layout, decor, visual display or merchandise display formats asCKI may reasonably require and will bear the costs incurred inconnection therewith, including any costs incurred by CKI in connectionwith follow-up inspections to determine the satisfactory completion ofsuch modifications. The Licensee shall also promptly reimburse CKI forthe reasonable costs and expenses of any CKI personnel, such as visualdisplay, advertising and public relations (other than design), withrespect to services performed by CKI under this § 1.6 orotherwise requested by the Licensee based upon estimated amounts oranticipated expenditures, as provided or discussed in advance, andbased upon agreed-upon-in-advance budgets. In addition, the Licenseeshall pay or reimburse CKI for reasonable out-of-pocket expensesincurred by CKI or its representatives, whether for travel orotherwise, including round-trip business-class airfare or first-classairfare if provided by CKI’s internal travel policies in effectfrom time to time, hotel accommodations and food and localtransportation, in connection with this Agreement, such as travel toItaly to review or approve prototypes, based upon estimated amounts oranticipated expenditures, as provided and discussed in advance withLicensee, and based upon agreed-upon-in-advance budgets.

ARTICLEII.    LICENSE PERIOD

2.1 LicensePeriod.    The license period shall commence effective 1January  2006, with certain preliminary design and developmentbeing initiated prior to 1 January  2006(‘‘preliminary period’’), with the Spring2006 season being anticipated to be the first season for which LicensedProducts will be offered for sale (and the parties may initiatepreliminary design and other development in contemplation thereof inorder to be able to offer for sale such Spring 2006 season,butif the time for development, presentation, production, marketing andshowroom is deemed by the parties to be not sufficient to timely andappropriately launch such Collection, the initial season shall be Fall2006 (or Pre-Fall 2006). The term shall end forty (40) years from theclosing of the Transaction described and defined in the Heads ofAgreement dated 29 September  2005 between inter alia, CKI andWarnaco Inc., (not to be later than 31 December  2006) on 31December  2046, unless sooner terminated as herein provided. Thefirst period commencing 1 January  2006 and ending on 31December  2006, including the preliminary period, and each12-month period commencing on 1 January thereafter during the LicensePeriod are each referred to herein as an ‘‘AnnualPeriod.’’ Notwithstanding the 

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

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

|               |  |                  |      |                                               |  |           |  |           |  |           |        |           |  |  |
|---------------|--|------------------|------|-----------------------------------------------|--|-----------|--|-----------|--|-----------|--------|-----------|--|--|
| AnnualPeriod  |  | Year             |      | Minimum NetSales* Thresholds (Euros,millions) |  |      |
| 1             |  |             | 2006 |                                          |  |      |  | ***  |  |      |   |      |
| 2             |  |             | 2007 |                                          |  |      |  | ***  |  |      |   |      |
| 3             |  |             | 2008 |                                          |  |      |  | ***  |  |      |   |      |
| 4             |  |             | 2009 |                                          |  |      |  | ***  |  |      |   |      |
| 5             |  |             | 2010 |                                          |  |      |  | ***  |  |      |   |      |
| 6             |  |             | 2011 |                                          |  |      |  | ***  |  |      |        | ***  |
| 7             |  |             | 2012 |                                          |  |      |  | ***  |  |      |        | ***  |
| 8             |  |             | 2013 |                                          |  |      |  | ***  |  |      |        | ***  |
| 9             |  |             | 2014 |                                          |  |      |  | ***  |  |      |        | ***  |
| 10            |  |             | 2015 |                                          |  |      |  | ***  |  |      |        | ***  |
| 11through 20  |  | 2016 through2025 |      |                                          |  | ***  |  |      |  | ***  |
| 21 through 30 |  | 2026 through2035 |      |                                          |  | ***  |  |      |  | ***  |
| 31 through41  |  | 2036 through2046 |      |                                          |  | ***  |  |      |  | ***  |
|               |

*    Forpurposes of calculating Net Sales for the MNST’s,*******

If Licensee fails to attain the minimum netsales thresholds (‘‘MNST’s’’) ofArticles during any Annual Period, as set forth above (except asspecifically indicated in the immediately following paragraph**),*****

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

ARTICLEIII.    SALES

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

3.2    DeliberatelyOmitted.

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

ARTICLE IV.    LICENSEFEES

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

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

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

|                       |  |     |  |     |  |  |  |  |  |  |
|-----------------------|--|-----|--|-----|--|--|--|--|--|--|
| AnnualPeriod/Year     |  | *** |  | *** |
| 1(2006)               |  | *** |  | *** |
| 2(2007)               |  | *** |  | *** |
| 3(2008)               |  | *** |  | *** |
| 4(2009)               |  | *** |  | *** |
| 5 et seq (2010 etseq) |  | *** |  | *** |
|                       |

* The ratesapplicable 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 andpayable *******

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

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

|                   |  |                                   |  |           |  |        |        |           |  |  |
|-------------------|--|-----------------------------------|--|-----------|--|--------|--------|-----------|--|--|
| AnnualPeriod/Year |  | MinimumGuaranteedFee (MGF)(Euros) |  |      |
| 1(2006)           |  |                              |  | ***  |  |   |   |      |
| 2(2007)           |  |                              |  | ***  |  |   |   |      |
| 3(2008)           |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |        | ***  |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
| ***               |  |                              |  | ***  |  |   |   |      |
|              |  |                              |  | ***  |  |   |   |      |
|                   |

4.1.4 Allocationof Minimum Guaranteed Fees and Percentage Fees.    For purposesof CKI internal allocation, *** of the Minimum Guaranteed Fees and ***of the Percentage Fees shall be allocated as a royalty for the use ofthe Licensed Mark and the remaining *** shall be allocated as‘‘fees’’ for the design, including thereviews and approval procedures, and other overall services under orrelating to the Agreement.

4.2 Statements.    Quarterly within each AnnualPeriod 30 days in arrears, the Licensee shall deliver to CKI *******or in such simplified format as may be agreed to by the parties, signedby the *****,**stating that the Licensee is in compliancewith 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, theLicensee shall also deliver to CKI a *******and in accordance withthe provisions hereof. Receipt or acceptance by CKI of any statementfurnished, or of any sums paid by 

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     CONFIDENTIAL TREATMENT

the Licensee, shall not preclude CKI fromquestioning their correctness at any time; provided,however, that reports submitted by the Licensee, shall bebinding and conclusive on the Licensee.

4.3 Books andRecords.    The Licensee shall, at its sole cost and expense,maintain complete and accurate books and records (specificallyincluding, without limitation, the originals or copies of documentssupporting 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 withinternational accounting principles generally accepted in Italy, and under the laws thereof (‘‘GAAP’’). CKI and its duly authorized representativesshall have the right, upon reasonable prior written notice from CKI andduring normal business hours, once during each Annual Period and forthree years after such Annual Period, to examine and copy said booksand records and all other documents and materials in the possession ofand under the control of the Licensee with respect to all transactionsarising out of or relating to this Agreement (such audits are to becompleted within 6 months of commencement, provided Licensee and itsaccountants promptly respond fully and completely to allinquires of CKI, including all books, records, back-up, answers toquestion and other reasonable requests, and afford CKI and itsrepresentatives entry and accommodations at all times duringsuch period). Each Annual Period shall be subject to auditonce (and when finalized as provided hereunder, not subject toadditional audits under this Agreement (except CKI’sshareholders)). The exercise by CKI of any right to audit at any timeor times or the acceptance by CKI of any statement or payment shall bewithout prejudice to any of CKI’s rights or remedies. (Nor willany acceptance of audit results affect or limit any rights of CKI as ashareholder.) The Licensed Products shall be assigned style numbersunique from any other products the Licensee may manufacture or sell.The style number assigned to each Licensed Product shall be identicalto the style number utilized to identify the Licensed Product in all ofthe Licensee’s books and records. All documents evidencing thesale of Licensed Products shall state the style number of each suchProduct. The Licensee shall not use terms such as‘‘assorted’’ or‘‘irregular’’ without a style specificationwith respect to the Licensed Products**.**Once finalized and alldisputes resolved, as provided hereunder and under § 4.4,results shall be binding on both parties under thisAgreement.

4.4 Underpayments.    If, upon anyexamination 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 andeliminate such underpayment within 10 days of CKI’s demandtogether with interest thereon. In addition, if said examinationreveals a Fee underpayment of *** or more for any Annual Period, theLicensee will reimburse CKI for the reasonable out-of-pocket cost ofsaid examination within 10 days of CKI’s demand**.** In theevent Licensee disagrees with any finding underlying CKI’sdemands, it shall so notify CKI within 15 business days of demand, withreasons and specifics as to why. The parties will then promptly meetand fully co-operate on a continuing, best-efforts basis to present any‘‘counter finding’’ or other back-ups andin good faith resolve the same before payment is due. Notwithstandingthe foregoing, if such dispute remains unresolved within 90 days ofLicensee’s receipt of CKI’s initial demand (unlessextended by CKI) despite and provided CKI has used good faith bestefforts to resolve within said time period, CKI’s last demand orfinal demand as may have been revised during such post audit meetingsor discussions shall apply, and Licensee shall promptly remit suchamounts (and interest) .

4.5 Manner ofPayment.    All payments required by the Licensee hereundershall be made to CKI in US $ dollars via wire transfer specifyingfederal funds ***

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

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     CONFIDENTIAL TREATMENT

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

4.6 Interest on LatePayment.    In addition to any other remedy available to CKI, ifany 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 legallyenforceable, on such unpaid principal amounts from and after the dateon which the same became due, at the rate of***

4.7 No Set-Off.    The obligation of theLicensee to pay Fees hereunder shall be absolute, notwithstanding anyclaim which the Licensee may assert against CKI. The Licensee shall nothave the right to set-off, compensate or make any deduction from suchFee payments for any reasonwhatsoever.

4.8 Taxes.    The Licensee willbear all taxes, duties and other governmental charges in the Territoryrelating to or arising under this Agreement, including, withoutlimitation, any state or federal income taxes on the Licensee (exceptwithholding 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 orany other charges relating to or on any Fee payable by the Licensee toCKI. The Licensee shall obtain, at its own cost and expense, alllicenses, Federal Reserve Bank, commercial bank or other bankapprovals, and any other documentation necessary for the importation ofmaterials and Products and the transmission of Fees and all otherpayments relevant to the Licensee’s performance under thisAgreement. If any tax or withholding is imposed on Fees, that is, andto the extent it may become applicable, when or where payments ofMinimum Guaranteed Fees and/or Percentage Fees are made directly to CKIfrom any jurisdiction outside the United States, the Licensee shallcompute and pay on behalf of CKI all withholding taxes which anygovernmental authority in the Territory may impose on CKI with respectto the Fees paid by the Licensee to CKI. The amount of such taxes shallbe appropriately deducted from payments, and immediately paidto such governmental authorities. Such amounts shall not beheld in reserve by Licensee pending later due dates. The Licensee shallobtain and provide certified proof of the tax payment of the amountwithheld, and promptly transmit it to CKI. In the event such taxes arenot paid when due, all resulting penalties and interest shall be borneby the Licensee.

4.9    FinancialStatements.    Licensee shall deliver to CKI,:

(i) within180 days after the close of each of Licensee’s fiscalyear’s during or concurrent with an Annual Period, copies of itsannual financial reports (balance sheets, statements of income and cashflow) which may be unaudited (but if the Licensee otherwise prepares oris otherwise required to prepare, audited reports, it will so providethem to CKI) prepared in accordance with International GAAP, reportedon by a recognized accounting firm together with English translationthereof; and

(ii) within 60 days after the close of each calendarquarter copies of its quarterly financial reports, which will beprepared on a basis consistent with the annual financialreports.

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

Licensee willimmediately upon the occurrence of any default deliver a certificate bythe Chief Financial Officer setting forth the details of any suchdefault and action the Licensee is taking or proposed to take withrespect thereto.

ARTICLE V.    ADVERTISING ANDPROMOTION

5.1    Advertising.

5.1.1    InitialSupport/Reimbursement.    DeliberatelyOmitted.

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5.1.2 AdvertisingObligation. For each Annual Period, the Licensee shall remit toCKI an amount (the ‘‘AdvertisingObligation’’ or ‘‘MinimumAdvertising Expenditure,’’ a/k/a‘‘MAE’’) equal to*******

|                                 |  |                                       |  |           |  |  |
|---------------------------------|--|---------------------------------------|--|-----------|--|--|
| AnnualPeriod/Year               |  | MinimumAdvertising Expenditure(Euros) |
| 1    (2006) |  |                                  |  | ***  |
| 2    (2007) |  |                                  |  | ***  |
| 3    (2008) |  |                                  |  | ***  |
| 4    (2009) |  |                                  |  | ***  |
| 5et seq (2010 et seq)      |  |                                  |  | ***  |
|                                 |

The Licensee shall pay to CKIin respect of the Advertising Obligation for each Annual Period, nolater than ******* CKI shall use the Advertising Obligation, in itssole 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’sform, content and placement must remain with CKI, CKI agrees toconsider Licensee’s input and agrees that prior to thecommencement of each campaign season, CKI and CRK will meet and listento Licensee’s needs and overall strategy, and CKI and CRK willalso review CRK’s concepts for the upcoming season withLicensee. (Although CRK will give reasonable consideration as toLicensee’s input, decisions will be in CKI’s solediscretion and based on CKI’s subjective aesthetic judgement andother considerations.) If there are material changes to what CKI, CRKand Licensee discussed at the beginning of the season by CKI, CRK willapprise Licensee of the same.*******

5.1.3 CRK Fee. As theadvertising agency heretofore responsible for advertising campaignsrelating to ‘‘CK/Calvin Klein’’ andLicensed Mark activities, CRK Advertising(‘‘CRK’’), a division ofCKI, has developed certain expertise regarding the image of theLicensed Mark. ******* Notwithstanding anything to thecontrary in the foregoing, in no event shall CKI require the Licenseeto*******

5.1.4 Co-operative Advertisingand Public Relations. ******* All Co-operative Advertisingshall be (i) in accordance with the parameters reasonably promulgatedby CKI from time to time, including, without limitation, creative, asapproved by CKI, as well as the Licensed Products presented in suchCo-operative Advertising, and timing and applicable placement (thepublication as well as the particular location within the publication)(sometimes referred to as a ‘‘mediaplan’’), and (ii) subject to CKI’s approval asprovided in § 5.1.3. The Licensee shall be obligated to notifyits accounts of these requirements and ensure their compliance withsuch requirements, including obtaining CKI’s approval prior touse. 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 localpublications, such as newspapers and certain approved retail catalogs(for CK/Calvin Klein Bridge Stores), if any, which CKI may specificallyapprove in writing after viewing the same), and applicable‘‘sharing’’ of expenses by such retailaccount with the Licensee, by way of advertising reimbursements,credits, charge-backs, or payments, only. Expenditures for‘‘co-op’’ advertising not included withinthe definition hereunder or not in compliance with CKI’sparameters will not constitute a‘‘qualified’’ expenditure for Co-operativeAdvertising hereunder.

‘‘Co-operativeAdvertising’’ does not include and shall not consist ofadvertisements in trade publications (except for certain prestigiousfashion trade publications as may be approved by CKI in writing on acase-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 orselling materials or ‘‘tools’’ or seminarsor training sessions, in-store merchandising contributions or

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     CONFIDENTIAL TREATMENT

sharing of expenses, or any other selling ormerchandising expenses or events, or any promotional materials, eventsor activities, such as press kits, goody bags (gifts), or any consumeradvertising.

Public Relations events, activities andefforts shall include editorial coverage in prestigious fashionmagazines, launch events for press, editors, buyers, fashion shows ortrunk shows (‘‘mini’’ fashion shows at keyretail stores), and involvement with highly publicized events such as‘‘concerts,’’ as may be reviewed with andapproved by CKI. Any PR event or activity to be conducted or overseenby a 3rd party shall be conducted or overseen by CRK or a3rd party approved by CRK (‘‘PR Agency ofRecord’’) at market rates.

The CRK Feeshall be applied on actual services and materials developed, producedor provided by CRK for such Co-op/PR Obligation-qualified expenditureshereunder.

5.2 "Usage". If theLicensee requests advertising support including, without limitation,the acquisition of rights to use images of models in jurisdictionswithin the Territory where rights have not been obtained or for usesfor which authorization has not been granted, the Licensee shall payover to CKI the reasonable incremental costs associated with suchadvertising support. Such amounts shall be credited to the MAE, but maybe credited over a number of Annual Periods not limited to the AnnualPeriod in which the expense occurs.

5.3 Approval ofMaterials, Activities. The use and release of any and allpromotional material (printed or otherwise) relating to the LicensedProducts or the Licensee’s activities pursuant to this Agreementin the nature of press releases, interviews or other similar publicrelations events, and any other corporate release, data or informationwhich will or is likely to become public and, if so, could affect suchimage, will be prepared or conducted in consultation with, and subjectto the prior approval of (or approval subject to reasonableCKI-required modifications of), CKI’s public relationsdepartment (to be provided or responded to promptly (as per § 6.5 ) and not to be unreasonably delayed). After any suchapproval, the Licensee will not modify the approved material oractivity in any material respect unless such modification isspecifically approved by CKI’s public relations department. Anyadvertising 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 LicensedMark, including, without limitation, all advertising, promotionalmaterials, packaging and collateral (e.g., POP or POS materials) shallbe subject to CKI’s approval (not to be unreasonably delayed),and developed by CKI or pursuant to CKI’sdirection.

5.4 Samples. The Licensee shallprovide to CKI, *** in the promotion of Licensed Products, includingadvertising shoots, public relations promotions, editorial promotions,press coverage and celebrity use, including where needed in advance ofregular production cycles (e.g., fashion shows, merchandising displayswithin showrooms, advertising shoots). Licensed Products whichconstitute celebrity, editorial and/or public relations‘‘samples’’ which are gifted to recipientwithout cost, by Licensee*** Included in such‘‘Promo Articles**’’** shall be areasonable number of Licensed Products to be provided to CKI (CRK) forits use for particular celebrity‘‘individuals’’ and press or editorialrecipients, as requested and/or specified by CKI,*******

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

ARTICLE VI.    QUALITY ANDSTANDARDS

6.1 Distinctiveness and Quality of theLicensed Mark. The Licensee shall maintain the distinctiveness ofthe Licensed Mark and the image and high quality of the goods andmerchandise bearing the Licensed Mark presently manufactured and soldby CKI and its other licensees, and the prestigious marketing of sameas presently maintained by CKI and its other licensees. The Licenseeagrees that all Licensed Products manufactured or sold by it will be ofhigh quality as to workmanship, fit, design and materials, and shall beat least equal in quality, workmanship, fit, design 

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and material to the samples of LicensedProducts submitted by the Licensee and approved by CKI pursuant to§ 6.2.6. All manufacturing and production shall be of a qualityin keeping with the prestige of the Licensed Mark. In addition, theLicensee agrees that it will only use the Licensed Mark in the formthereof then approved by CKI, and that all Licensed Products shall bearthe Licensed Mark in such approved form. CKI shall give the Licenseereasonable prior notice of any change in the form of the Licensed Markand shall permit the Licensee to use a superceded form of the LicensedMark for up to 6 months in order to enable the Licensee to sellinventory, complete and sell work-in-process, and to depleteinventories of labels, tags, packaging, and other materials bearing theLicensed Mark. In the event CKI elects to change the form of theLicensed Mark, the Licensee’s obligations in respect to theimage and high quality of the goods and merchandise bearing theLicensed Mark, and the prestigious marketing of same as required bythis § 6.1, shall be consistent with the actions of CKI and itsother licensees in respect to Licensed Products bearing such new formof the Licensed Mark. However, on reasonable advance request (within 20days prior to the end of the 6-months period) if Licensee provides CKIwith its inventory of Licensed Products and other materials utilizingthe old form, with anticipated outside‘‘depletion’’ dates for the materials, CKImay provide additional time for such depletion. However, all LicensedProducts to be shipped from and after the 6-months period (except forClose-outs or Seconds from prior seasons) will carry new labels,regardless of excess labelstock.

6.1.1 Consistency with OtherProducts. The Licensed Products hereunder are among a range oflines 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 Markand other related trademarks. In order to provide for consistency inscope, and to prevent confusion in the market, the Licensee agrees touse commercially reasonable efforts to ensure that it will only use theLicensed Mark in the form thereof then approved by CKI and that theplacement of items constituting Licensed Products in the market will beconsistent with other merchandise bearing the Licensed Mark and bedistinguishable from the placement of product lines bearing othertrademarks.

6.2    Design.

6.2.1 Timeand Action Calendar. The Licensee shall prepare, for the LicensedProducts, and at least 60 days prior to the commencement of each AnnualPeriod, shall deliver to CKI for its approval (reasonably exercisedwithin the standard design policy and procedures of CKI and timing,development and production and placement schedules), a proposed timeand action calendar (‘‘Time and ActionCalendar’’) for the Collections to be developed duringsuch Annual Period; provided; however, that the Timeand Action Calendar for the first Annual Period shall be delivered forapproval no later than the date of execution hereof. The substance andformat of each Time and Action Calendar shall be as approved by CKIfrom 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 eachProduct category the number of styles, estimated unit production,in-store delivery dates, target manufacturer’s suggested retailprice, target market segment and, where applicable, historical salesstatistics for CKI’s review andapproval.

6.2.2 Themes. The Licenseeshall maintain during the License Period a design staff capable oftimely developing seasonal collections of Licensed Products pursuant tothe Time and Action Calendars, in order to exploit the License and tomaintain the prestige and reputation of the Licensed Mark, as requiredhereunder. The Licensee’s design team shall have meetings withCKI’s-designated creative or design person or persons, thepurpose of which will be to discuss and establish agreed-upon themesthat will be covered for the season (such agreed upon themes hereafterreferred to as the ‘‘Agreed Upon Season’sThemes’’).

6.2.3 DesignConcepts. Based on the Agreed Upon Season’s Themes, theLicensee shall create, develop and present for CKI’s review andapproval, a program in a tangible illustrative format of design themesand concepts (‘‘DesignConcepts’’) with respect to the proposed designsfor the applicable Collection, together with relevant     trims**    ,** samples of fabrics and othercomponents. 

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The Licensee shall present the DesignConcepts to CKI in a ‘‘Design Concepts PresentationMeeting’’, the purpose of which is to provide CKI with aclear and concrete understanding of the themes, fabrications, styles,attitude and direction of such Collection through the use of eitherdesign boards, sketches and/or ‘‘rigs’’ aswell as samples of trim, fabrics and other components in each of theLicensee’s suggested colors and qualities, also swatches, yarnsand illustrations sufficient to give CKI a clear understanding of theparticular Products and components the Licensee wishes to develop basedupon approved Design Concepts. CKI shall, within  10 businessdays from presentation of the Design Concepts identified at the DesignConcepts Presentation Meetings approve or disapprove and/or providesuggestions, modifications or recommendations, as determined by CKI inits sole and absolute discretion. Any Design Concept which is notrejected or required to be modified within such 10 business day periodshall be deemed approved. Any Design Concept or component thereofpresented, initiated or submitted by CKI to Licensee to be included inthe applicable Collection shall be included in the Approved DesignConcepts except as otherwise may be agreed by CKI. All approved anddeemed approved Design Concepts are referred to herein as the‘‘Approved DesignConcepts.’’ The Licensee shall provide CKI with aphotographic record, duplicate ‘‘boards’’or such other comparable method acceptable to CKI, of the ApprovedDesign Concepts so that CKI has a means to verify compliance with theApproved 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 forCKI’s approval any Design Concept to which CKI directedmodifications to be made. If any resubmitted Design Concept, aschanged, 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. NoLicensed Products (including samples) shall be distributed and/or soldby the Licensee unless such Licensed Products are in substantialconformity with Approved Design Concepts. Approved Design Conceptsshall only be deemed approved for the specific Collection for whichthey have been submitted and approved, unless CKI agrees otherwise inwriting.

6.2.4 Certain Other Approvals.The Licensee shall provide and present to CKI proposed styles, designs,fabrications (fabric, leather or other materials, swatches inreasonably sufficient size to determine‘‘hand’’ as well as color, content andother matters, trim, samples, labels (quality), artwork, if requestedby CKI (e.g., layouts and relevant technical information for graphicmotifs, patterns (such as florals, stripes, checks))) and othermaterials in quantities and sufficient variety to enable CKI to reviewand approve (including to require modifications to or changes in), on atimely basis, sufficiently in advance of the market and productiontiming.

6.2.5 CKI Designs. CKI mayprovide the Licensee with creative concepts and fashion direction as toeach Collection, including recommendations as to color, material,design and styling of Products and such additional design assistanceincluding sketches, samples, suggestions or other information or dataas CKI determines in its sole discretion. For each Collection, theLicensee shall utilize substantially all of the designs, fabrics, trimor other material submitted or approved by CKI and shall produce on atimely basis pre-production prototypes for CKI’s review andapproval.

6.2.6 Prototypes. Prior toshowing each season’s Collection to the trade or commencingproduction of the Products for such Collection in accordance with theTime and Action Calendars, the Licensee shall produce pre-productionprototypes (both initial (first) and second prototypes, where requiredby CKI) of each Product in the approved fabrications, or , ifapplicable, in those fabrications specifically requested by CKI (or, ifCKI so permits on a season-by-season, case-by-case basis,pre-production prototypes of each‘‘body’’ or styleof Product in representative fabrications or those fabricationsspecifically requested by CKI), along with swatches and samples ofsufficient size in order to determine hand and/or other aspects relatedto the Products that the Licensee proposes to include in suchCollection, for CKI’s approval. No previously approved LicensedProducts shall be included in a subsequent Collection unless and onlyif presented for inclusion and approved by CKI for such subsequentCollection. CKI shall have the right to approve or disapprove of any orall aspects of each prototype and to require modifications to meet itsrequirements for approval. Notwithstanding such 

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requirements or approvals, allresponsibility (and liability) for the merchantability, fit andtechnical requirements of such Licensed Products is and will belong toLicensee. If CKI disapproves any proposed carryover of a‘‘core’’ item (i.e., part of theCollection for at least four prior seasons, if any), then theLicensee will discontinue such product within three months to enablethe Licensee to fulfill outstanding orders. (Prototypes which have beenapproved by CKI, or those subject to changes being made by theLicensee, upon resubmission of corrected prototypes and subsequentapproval by CKI, shall hereinafter be referred to as‘‘Approved Prototypes.’’).The Licensee shall provide CKI with a photographic record of allApproved Prototypes for each Collection, and also, the Licensee shallpromptly provide CKI, with a record of the use (i.e., the factorylocation in which each prototype will be used to produce the specificLicensed Products) of the Approved Prototypes, which shall includenotification (i.e., e-mail, fax, modified purchase order to factoryproducing the particular item of Licensed Product) and evidence(e.g., in the form of duplicate or modified prototype) of anychanges required by CKI. CKI may request that prototypes be developedin a standard size or to provide CKI with a variety of sizes andstyles, covering the spectrum, to assure itself of‘‘fit’’ andsizing.

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

6.3 Manufacture of Licensed Products byThird Parties. All contractors wherever located which the Licenseedesires to use in connection with the manufacture of Licensed Productsare subject to the prior written approval of CKI, which consent shallnot be unreasonably withheld or delayed; provided,however, that CKI shall have 10 business days after itsreceipt of a written request from the Licensee to use a manufacturer orsuch longer period as is reasonable under the circumstances to approveor disapprove such manufacturer. In order to maintain CKI’s highstandard of quality control and to insure that appropriate measures aretaken against counterfeiting, the Licensee shall provide CKI with thefollowing information: (i) name and address of each proposedmanufacturer; (ii) type of Licensed Products to be manufactured; (iii)quantity of Licensed Products to be manufactured; and (iv) any otherrelevant information. The Licensee shall obtain the signature of anauthorized representative from each approved third-party manufacturerused by the Licensee on an agreement (a‘‘Third-Party ManufacturingAgreement’’), substantially in the form ofExhibit D. The Licensee shall not knowingly enter into aThird-Party Manufacturing Agreement with any third party that hasmaterially breached a similar agreement with CKI or its Affiliates orany licensee of CKI or its Affiliates. The Licensee acknowledges thatit shall remain primarily liable and completely obligated under all ofthe provisions of this Agreement in respect of such contracting orassembly arrangements.

6.4 Non-ConformingProducts. In the event that any Licensed Products are, in thejudgement (which shall include subjective aesthetic considerations andstandards) of CKI, not being manufactured, distributed or sold withfirst quality workmanship or in strict adherence to the prototypesapproved by CKI, CKI shall notify the Licensee thereof in writing, andthe Licensee shall promptly initiate corrections or changes toproduction of such Licensed Product to conform thereto. Wherenon-conformity is material, substantial or may adversely affect thereputation or prestige or value of the Licensed Mark or CKI’sbusiness operations, CKI may require that no further sale or shipmentof such Licensed Mark be made until such corrections are made. IfLicensed Products as changed do not strictly conform after CKI’srequest and such strict conformity cannot be obtained after oneresubmission, such Licensed Products (the‘‘Non-Conforming Products’’)shall be disposed of in a way which shall not reduce the value of theLicensed Mark or detract from its reputation, which may include,without limitation, the destruction of the Non-Conforming Products, thedonation of such Non-Conforming Products to eleemosynary institutions,the sale of such Non-Conforming Products in a private sale, withproceeds to be given to charity, or the removal of Labels and otheridentification prior to sale, or other method reasonably approved byCKI. As noted, CKI may require the Licensee to cease further shipmentand sale of such Licensed Products, to recall any Licensed

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Products that are not consistent withapproved quality standards and the approved prototypes and/or topurchase at the Licensee’s expense any such Licensed Productsfound in the marketplace. ***

6.5 Approvals. Allapprovals by CKI required under this Agreement must be obtained inadvance of use of the item subject to approval, which approval must bein writing from CKI to the Licensee. Except as otherwise expresslyprovided hereunder, a submission for approval shall be deemed approvedunless CKI delivers a notice of disapproval within 10 business daysafter its receipt of a written request for approval (together with thesubmission as well as all information, details and specificationsreasonably necessary to review, determine and provide an approval). Allmatters requiring approval of CKI shall be granted or withheld in thesole and absolute good-faith discretion of CKI and may be based solelyon CKI’s subjective aesthetic standards. CKI shall provide anexplanation for disapprovals, unless such disapproval reflects an issueof taste or subjective judgement. CKI has no obligation to approve,review or consider any item which does not strictly comply with therequired submission procedures. Approval by CKI shall not be construedas a determination that the approved matter complies with allapplicable regulations and laws. No disapproved item shall bemanufactured, sold, used, distributed or advertised by the Licenseeunder the Licensed Mark. The Licensee may revise any disapproved itemand resubmit it. The Licensee must strictly comply with all ofCKI’s decisions. CKI may amend the approval forms asappropriate. Otherwise, the parties may mutually agree to amend theapproval forms as they deem appropriate. In the event that it isreasonably necessary for CKI to do on-site approvals, the Licenseeshall pay any and all reasonable expenses and airfare incurred by CKIwith respect to such on-site approvals. CKI to provide Licensee withadvance notice as to any such trips or anticipated on-site approvalsituations to reasonably co-ordinate withLicensee.

6.6 Marketing, Labeling, Packaging,Promotions, Business Materials. All packaging, labeling, includingwithin the Licensed Product (‘‘Labels’’)must be approved by CKI. The use of any Label that has not beenapproved is expressly prohibited. CKI reserves the right to require theLicensee to purchase Labels to be used on the Licensed Products onlyfrom sources designated by CKI, provided that such sources provide theLabels to the Licensee in a reasonably competitive manner as to priceand delivery schedules. All Licensed Products manufactured, distributedor sold by, or on behalf of, the Licensee shall be marked, labeled,packaged, advertised, distributed and sold in accordance with thisAgreement. At the request of CKI, the Licensee shall cause to be placedon (or attached to) all Licensed Products (by way of labels, tags orinserts, and/or packaging) an appropriate notice designating CKI as the‘‘licensor’’ of the Licensed Mark, and/orCKTT as the owner of the Licensed Mark. The manner of presentation ofsuch notice shall be determined by CKI. Any and all proposedadvertising, promotional, business (including stationary, businesscards, invoices) or marketing or publicity material (including issuingpress releases, interviews or other public relations media), any POS,POP or other promotional material and any other printed material orother form of communications to be used in connection with themarketing, promotion, sale or distribution of the Licensed Mark must beapproved by CKI (as to content, form and specific use, including timingand duration of use) prior to use by Licensee, as noted in the2nd 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 orthe proposed placement or use thereof or any other printed matter,event or activity, Licensee will not use or permit the use of the samein any manner, whether or not in connection with Licensed Products orthe 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 allfacilities utilized by the Licensee (and its contractors and suppliersto the extent the Licensee may do so) in connection with themanufacture, sale, storage or distribution of Licensed Products, and toexamine the Licensed Products in the process ofmanufacture.

6.8 Samples and Artwork. CKI maymake available to the Licensee certain samples, designs, colors, fabricsamples, tags, labels, packaging, catalogues and artwork available toCKI, and the cost of 

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providing such materials shall be borne bythe Licensee at prices equal to CKI’s cost (A) as may berequested by Licensee or (B), in the case of‘‘multi-regional’’ items which CKI requiresto be utilized amongst its multiple licensees for Licensed Products,not to exceed $25,000 per annum without the Licensee’s priorconsent. The payment for these already‘‘developed’’ materials are separate andapart from the payment of any CRK fee for the development of suchsamples, designs, colors, fabric samples, tags, labels, packaging,catalogues and artwork directly for Licensee for each Collection ofArticles which shall also be borne by Licensee. All right, title andinterest in and to samples, sketches, designs, and other materialsfurnished to the Licensee or submitted by CKI in connection with theLicensed Products, including any modifications or improvements thereofwhich may be created by CKI, shall remain the sole property of CKI asbetween the Licensee and CKI, and are‘‘licensed’’ hereunder solely andexclusively 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 LicenseAgreement.

6.9 Know-how. The Licensee shall havethe right to request visits to CKI’s offices or showrooms tomeet with its personnel, in order to obtain additional know-how andassistance, all as and only as CKI deems appropriate. The scheduling ofsuch visits shall be at times mutually convenient to the partieshereto. In connection with such visits, the Licensee shall bear allexpenses of the Licensee’srepresentatives.

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

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

6.12 Design Rights. The Licenseeacknowledges and agrees that CKI owns or shall own all design rights,regardless of whether such designs were created by CKI or by or onbehalf of the Licensee, except with respect to Excluded Designs. TheLicensee agrees to make, procure and execute all assignments necessaryto vest ownership of design rights in CKI. The Licensee shall not do orallow to be done anything which may adversely affect any ofCKI’s design rights. All designs used by the Licensee for theLicensed Products, except with respect to Excluded Designs, shall beused exclusively for the Licensed Products and may not be used underany other mark, whether during the License Period or any timethereafter, without the prior written consent of CKI. The Licenseeshall disclose and freely make available to CKI any and alldevelopments or improvements it may make relating to the LicensedProducts 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 orregarding any patent or trademark which the Licensee is entitled toutilize. ‘‘Excluded Design’’means a design (i) submitted by the Licensee and not approved by CKI;(ii) not distinguishable from similar generic products generallyavailable in the marketplace; or (iii) not distinguishable from aproduct which has previously appeared in the Licensee’s productline and the Licensee advised CKI of such condition at the time ofsubmission. In the event of clause (i) or (iii) above, the Licenseeshall retain title to such designs but shall permit CKI to use suchdesigns during the Term o f this License Agreement. CKI may use andpermit others to use said designs and other materials in any manner itdesires, provided that such use does not conflict with any rightsgranted the Licensee hereunder or belonging to Licensee. The Licenseespecifically acknowledges that such designs and other materials may beused by CKI and its Affiliates and other licensees of CKI and itsAffiliates on Licensed Products in jurisdictions outside the Territoryand on products other than Licensed Products anywhere in the world,subject to the limitations described herein. Notwithstanding theforegoing, CKI shall not acquire any ownership interests in anypatents, 

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

6.13 Shops, Stores, Retail Outlets.Subject to § 6.14, the Licensed Products sold by the Licenseemay 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 toApproved Accounts and Approved Seconds and Close-Outs Accounts,including those customers identified on Schedule 6.14. Whenever theLicensee shall wish to sell Seconds and Close-Outs to customers notpreviously approved by CKI, the Licensee shall submit to CKI a writtenlist of the proposed customers for Seconds and Close-Outs forCKI’s prior written approval. The proposed customers approvedfrom such list, together with the customers listed on Schedule6.14, are referred to as the ‘‘ApprovedSeconds and Close-OutsAccounts.’’ Notwithstanding CKI’sapproval of any customer, CKI may at any time subject sales to any suchcustomer, including, without limitation, any such customer listed onSchedule 6.14, to any conditions or limitations CKI considersappropriate; provided, however, that in order to beeffective, any such conditions or limitations must be set forth in awriting provided to the Licensee. Nothing herein shall be deemed toprohibit CKI from withdrawing its approval of any Approved Seconds andClose-Outs Account for ‘‘good’’ bona fidereasons, including, without limitation, any such Approved Seconds andClose-Outs Account listed on Schedule 6.14, upon written notice to theLicensee (at which time, such customer shall cease to be an ApprovedSeconds and Close-Outs Account for purposes of this Agreement);provided, however, that the Licensee may fulfill anyfirm orders entered into prior to the Licensee’s receipt ofCKI’s withdrawal ofapproval.

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

6.14.2    Close-Outs.***

6.15    Standards ofConduct.

6.15.1 Standards. TheLicensee acknowledges that CKI is a wholly owned subsidiary ofPhillips-Van Heusen Corporation(‘‘PVH’’). The Licenseeacknowledges that it has received copies of, read and understandsPVH’s publication ‘‘A Shared Commitment —Requirements for Suppliers, Contractors, BusinessPartners’’ and PVH’s ‘‘Statement ofCorporate Responsibility.’’ The Licensee shall conductits business in compliance with the moral, ethical and legal standardsset forth in such publications, as the same may from time to time berevised by PVH upon reasonable notice to the Licensee (the‘‘Standards’’) and shallcause all manufacturers, contractors and suppliers which manufactureLicensed Products or from whom the Licensee obtains Licensed Productsor materials for the manufacture of Licensed Products to abide by theStandards.

6.15.2 Audit Requirement. Foreach facility utilized by Licensee for the manufacturing of theLicensed Products (whether directly produced or produced by or througha contractor, subcontractor or supplier) the Licensee will arrange tohave the facility audited for compliance with the Standards unless PVHnotifies the Licensee in writing that it already has a current auditwith respect to such facility that evidences compliance with theStandards. Audits on each facility used must thereafter be conducted noless often than annually. Each audit shall be conducted by a suitableauditor (whether internal or external) designated by the Licensee,subject to Licensor’s and PVH’s approval. Disapproval byLicensor and PVH may only be for grounded reasons. Each audit shall beconducted using the evaluation form attached hereto asExhibitE or a substantively similar form approved by PVH. The Licenseeshall identify to PVH in writing each facility in which LicensedProduct (or part thereof) are produced or which is to be re-audited andPVH shall notify the Licensee within 30 days of PVH’s receipt ofsuch notice if PVH has currently approved the facility for productionand when re-audit is required. If a facility is currently approved forproduction, the Licensee shall have no obligation to arrange for acurrent audit of the facility. If a facility is denied 

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

Notwithstanding anything to thecontrary contained in this §6.15.2,***

6.15.3 Approval. A comprehensiveaudit 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 receiptof an audit report to notify the Licensee: a) of its approval of theaudited facility either (i) fully without remarks; or (ii) with requestto re-audit within a certain period (‘‘RedFlag’’); or b) of its disapproval of the facility that isthe subject thereof in which case Licensee may fulfill any firm ordersentered into prior to the Licensee’s receipt of PVH’sdisapproval and cease to utilize such disapproved facility from thesubsequent season. If PVH does not give notice to the Licensee withinsuch 30-day period, the facility shall be deemed approved by PVH. PVHshall set forth in its notice of disapproval its reason(s) fordisapproval in reasonable detail.

6.15.4    Use ofFacility. Unless and until the Licensee delivers to PVH an auditreport for a facility that evidences compliance with the Standards andPVH approves such facility, the facility shall not be used for theproduction of Licensed Products. If the Licensee uses a facility thathas not been approved in accordance herewith, fails timely to cause anapproved auditor to submit to PVH an audit report evidencing continuedcompliance with the Standards when a re-audit of a facility is requiredin accordance with the terms hereof or if the Licensee or any of itsmanufacturers, contractors or suppliers with respect to LicensedProducts shall, in PVH’s sole determination, fail to abide bythe Standards, CKI’s sole remedy with respect to such breach ofthis § 6.15.4, to the extent that CKI is not otherwise damagedas a result of such breach, shall be to terminate the License and allof the other rights granted to the Licensee under this Agreement, asprovided in § 8.3 below. Nothing in this § 6.15.4 shallbe deemed to confer third-party beneficiary rights upon any person,corporation, partnership or otherentity.

6.16 Personnel. Licensee shallperform its obligations hereunder through a separate sub−division of the Licensee exclusively dedicated, and the employees ofwhich shall be dedicated to the performance of the Licensee’sobligations hereunder; provided, however, that financial, logistics andother back-office support need not be exclusive, except with respect tooperations of other licenses with CKI. Licensee shall employ, on anexclusively devoted basis (to operations hereunder and to operationsunder the CKI Jeans License and CKI Jeans and‘‘bridge’’ Accessories Licenses), a‘‘President’’ who is subject to the initialreasonable approval of CKI, as is any successor thereto, as well asother personnel as may be needed to successfully exploit the business.Managing Directors may be substantially devoted to the operationshereunder 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. CKImay, on an ongoing basis, advise Licensee of any problems ordifficulties, if any, it may be experiencing, and Licensee will use allreasonable efforts to address any such concerns to CKI’sreasonable satisfaction.

ARTICLE VII.    THE LICENSEDMARK

7.1 Rights to the Licensed Mark.

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

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or any applications for registrationthereof, or which might reduce the value thereof or detract from theirreputation, image or prestige of that of CKTT, CKI or Mr.Calvin  Klein. Sales by the Licensee shall be deemed to have beenmade by CKTT for purposes of trademark registration and all uses of theLicensed Mark by the Licensee and any and all goodwill generated by useof the Licensed Mark shall inure to the benefit of CKI andCKTT.

7.1.2 No Adverse Actions. TheLicensee 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 affectany rights of CKI or CKTT in and to the Licensed Mark or anyregistrations thereof or which, directly or indirectly, may reduce thevalue of the Licensed Mark or detract from its reputation. The Licenseeshall not file or prosecute a trademark or service mark application orapplications to register the Licensed Mark or any trademark, name orother mark confusingly similar thereto in respect of the LicensedProducts or any other goods or services in the Territory or elsewhere.The Licensee shall not, during the term of the License Period orthereafter, (i) contest CKTT’s or CKI’s title, right,ownership or other interest in or to the Licensed Mark in anyjurisdiction or attack the validity of the License or the Licensed Markor (ii) contest the fact that the Licensee’s rights under thisAgreement (a) are solely those of a manufacturer, licensee and, ifappropriate, distributor; and (b) subject to the provisions of §8.5, cease upon termination of the LicensePeriod.

7.1.3 Registrations. The Licenseeacknowledges and agrees that CKTT, as the sole and exclusive owner ofthe Licensed Mark, has the exclusive right to apply for registrationsand to extend appropriate registrations of the Licensed Mark for allcategories of goods, including, without limitation, the Products. CKI,on behalf of CKTT, shall maintain at its expense and as determined byCKI consistent with its past practice the registrations for thecurrently existing Licensed Mark in the Territory with respect toProducts. The Licensee agrees to cooperate with CKTT and/or CKI in thepreparation, filing and prosecution of applications for registration,or extensions of existing registrations, or other documentationrelative to the Licensed Mark. CKI represents that CKTT hasapplications and registrations for the ‘‘CK/CALVINKLEIN’’ mark for products in International Class 25(apparel) in a number of jurisdictions in the Territory, as perschedule to be attached.

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

7.2 Protectingthe Licensed Mark. The Licensee shall cooperate fully and in goodfaith with CKI and CKTT for the purpose of securing, preserving andprotecting CKTT’s and CKI’s rights in and to the LicensedMark and any secondary trademark that the Licensee may develop and usewith the approval of CKI. Any such secondary mark will be owned byCKTT. At the request of CKI, the Licensee shall execute and deliver toCKI any and all documents and do all other acts and things which CKIand/or CKTT deems necessary or appropriate to make fully effective orto implement the provisions of this Agreement relating to the ownershipor registration of the Licensed Mark, including, without limitation,information regarding use and supporting documentation therefore, aswell as labels, hang tags, packaging, and other appropriate specimensevidencing use of the Licensed Mark in each country in theTerritory.

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 incompliance with the legal requirements therein. The Licensee shall dulydisplay all other notices with respect to the Licensed Mark, on theLicensed Products and otherwise, as are or may be required by thetrademark laws and regulations applicable within the Territory. Uponexpiration or termination of the License for any reason whatsoever, theLicensee will execute and deliver to CKI any and all documents requiredby CKI.

7.3.2 Use with Other Name. TheLicensee shall not (a) co-join any name or names with the LicensedMark, (b) use the name ‘‘Calvin Klein’’ or‘‘CK’’ or ‘‘CK/CalvinKlein’’ or any portion or derivative thereof in itscorporate name except as previously approved or subsequently approvedby 

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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 ofany kind in connection with the distribution or sale of LicensedProducts except as may be approved in writing by CKI. Any use of theLicensee’s corporate name or that of its Affiliates inconnection with the Licensed Mark will be subject to the approval ofCKI. If CKI approves any use of the Licensed Mark in connection withthe Licensee’s corporate name, the Licensee will clearlyindicate that the Licensee is using the Licensed Mark pursuant to alicense from CKI as may be required by CKI. The Licensee will use suchtrade name to designate the operations under this Agreement as isapproved by CKI, and will file a fictitious name certificate(‘‘d/b/a’’) or use of ‘‘tradename’’ certificate or notice, as is generally used orrequired in the various jurisdictions in the Territory to reflect suchuse, as is reasonably approved by CKI).

7.3.3 Execution of Documents. AtCKI’s request, the Licensee will execute any and all documents(including registered user agreements) and take any actions required byCKI to confirm CKTT’s ownership or CKI’s beneficialownership of the marks referred to in §7.1.1 and the respectiverights of CKTT, CKI and the Licensee pursuant to thisAgreement.

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

7.5 Infringements,Counterfeits and Parallel Imports.

7.5.1 Infringements. In the event thatLicensee learns of any infringement or imitation of the Licensed Markwith respect to Products (other than insignificant, immaterial or deminimus situations) which it believes could be considered a counterfeitof the Licensed Products, or of any use by any person of a trademarksimilar to the Licensed Mark with respect to Products which it believescould be considered a deliberate use of something substantially similarto the Licensed Mark and is either substantive, significant or wouldadversely affect the prestige, reputation or value of the LicensedMark), it will promptly notify CKI thereof. The Licensee will take noaction, 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 costsand expenses incurred in any action or proceeding (includinginvestigatory expenses and attorneys’ fees, if applicable, courtcosts and filing fees) will be borne as determined in § 7.5.2.Any damages recovered or sums obtained in settlement in or with respectto any action shall (i) first be applied proportionately to reimburseCKI and the Licensee for the respective expenses incurred and actuallypaid by it and (ii) the balance, if any, shall belong and shall be paidover to, on a fifty-fifty basis, to CKI and the Licensee. In no eventwill any infringement by a third party justify the withholding of anypayment of Fee or other amount by theLicensee.

7.5.2 Counterfeits and ParallelImports.

7.5.2.1 The Network. CKIcurrently maintains certain staff which maintains an enforcementnetwork of attorneys, investigators and customs inspectors in theTerritory (the ‘‘Network’’)to minimize and deter (i) the diversion into and sale within and fromthe Territory of products (including those which would correspond toLicensed Products) authorized for sale by its Affiliates and otherlicensees, which may include, without limitation, unauthorizeddistribution of such products by the manufacturers and subcontractorsthereof (‘‘ParallelImports’’) and (ii) the importation into, or saleor manufacture within as well as from, the Territory of counterfeitLicensed Products or infringing Products; in each case subject tocontributions from and reimbursement by various licensees (as well asother authorized users of the Licensed Mark and other marks of CKI andCKTT), and subject to applicable law. CKI generally requires, and willcontinue to require, its licensees in their respective agreements torestrict exports from their respective‘‘territories’’ (as per the final sentenceof § 1.1.2) 

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     CONFIDENTIAL TREATMENT

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

7.5.2.2 Diversion. TheLicensee shall use all commercially reasonable efforts to minimize anddeter the diversion of Licensed Products for sale outside of theTerritory, including, without limitation, the unauthorized distributionof Licensed Products by the Licensee’s manufacturers andsubcontractors(‘‘Diversion’’). TheLicensee shall cooperate with CKI in CKI’s efforts to minimizeand deter Diversion (‘‘Anti-DiversionEfforts’’). Without limiting the foregoing theLicensee shall promptly (i) provide such information as CKI may fromtime 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 byits customers; and (ii) as provided in § 7.5.4, reimburse allagreed upon out-of-pocket expenses reasonably incurred by CKI in itsAnti-Diversion Efforts (including, without limitation, reasonableattorneys’ fees andexpenses).

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

7.5.4 Enforcement Activities. CKIwill consult with the Licensee in connection with the enforcementactivities undertaken pursuant to this § 7.5**.**Inconnection with this § 7.5.4 through § 7.5.6, and§ 7.5.2, Licensee and CKI from time to time will use reasonableefforts to apply a substantive portion of the budgeted amounts andexpenditures towards more substantive, significant and/or materialactions (and acts of infringement, counterfeiting, etc.) in order toenhance the effectiveness of application of resources. In addition,upon the request of the Licensee, the parties will consult one timeeach Annual Period to forecast CKI’s continuing and reimbursableexpenses hereunder and enter into suitable arrangements as may beagreed upon with Licensee, including retainer arrangements, so that CKImay receive the Licensee’s payments in respect thereofat or shortly before such expenses areincurred.

7.5.5 Nature of Proceedings.Whenever it is not readily apparent whether actions or proceedingsinvolve counterfeit Licensed Products, Parallel Imports or Diversion,CKI will, where practical and subject to time constraints, contact CKJEfor information or input, and then reasonably determine the nature ofsuch items in good faith (with all due caution as to ramifications oferroneous determinations as to whether‘‘counterfeit’’ or not), taking intoaccount all relevant information provided by theLicensee.

7.5.6 Cooperation.  TheLicensee shall cooperate with CKI in all actions taken by CKI pursuantto this § 7.5, whether on its own or at the Licensee’srequest, and in all criminal proceedings, as may be required orreasonably requested.

7.6 Trademark Security.

7.6.1 Counterfeit Protection. The Licenseeshall use all commercially reasonable efforts to prevent counterfeitingof the Licensed Products. All Licensed Products shall bear and use anyreasonable counterfeit preventive system, devices or labels, providedthat Licensee may decide in its own good faith discretion, whichsystem, devise or labels to use.

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7.7 Use of Licensed Mark onInvoices, etc. The use of the Licensed Mark by the Licensee oninvoices, order forms, stationery and related materials, in advertisingin telephone or other directory listings is permitted only uponCKI’s prior written approval of format in which the LicensedMark is to be so used, the juxtaposition of the Licensed Mark withother words and phrases, and the specific trade name (and form andformat thereof), the content of the copy and filing of a fictitiousname certificate (‘‘d/b/a’’) or‘‘trade name’’ certificate or notice, ifusing the Licensed Mark or portion (e.g.,‘‘CK’’) in such name (or other regionalnotice of ‘‘trade’’ name or use of theLicensed Mark) as applicable, as approved byCKI.

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

ARTICLE VIII.    TERMAND TERMINATION

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

8.2 OtherRights Unaffected. It is understood and agreed that termination ofthe License or other rights granted to the Licensee hereunder by CKI onany ground shall be without prejudice to any other rights or remedieswhich CKI may have.

8.3 Right of Termination of theLicense. If any of the following grounds for termination shalloccur, CKI may elect, by written notice to the Licensee, toterminate

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

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

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

the Licenseand other rights granted to the Licenseehereunder:

(a)  Deliberately Omitted ;

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

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

(d) The Licensee shall sell ordistribute Licensed Products to retailers not approved by CKI ordisapproved by CKI in accordance with or otherwise in breach of§§ 6.13 or 6.14 (unless such sale or distribution wasinadvertent, and was of an insignificant quantity of products or singleor isolated account, and the Licensee promptly represents to CKI inwriting that steps to avoid such sales or distribution in the futureare being taken (which steps are to be delineated in such writing), andare deemed acceptable to CKI’s reasonable satisfaction, andfurther provided that the Licensee does not repeat any such sales ordistribution in breach of §§ 6.13 or 6.14 within the sameAnnual Period);

(e) Underpayment by the Licenseeof Fees (including non-timely (i.e., on or within 15 business days ofthe due date) payment of any installment of Minimum GuaranteedFees or MAE hereunder) of 7.5% or more with respect toany Annual Period, or of 5% or more with respect to any two (2)consecutive Annual Periods, unless such underpayment of fees (notMGF’s or MAE’s) was result of clerical or bank errors, orconstitutes a ‘‘bona fide’’ dispute betweenthe parties, which is the 

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     CONFIDENTIAL TREATMENT

subject of continuing good faith efforts to‘‘resolve**,’’**not known to aresponsible officer or other financial person, and promptly correctedas soon as ‘‘known’’ or so  advisedby CKI);

(f) The Licensee institutes for itsprotection, or is made a defendant, in any proceeding under bankruptcy,insolvency, reorganization or receivership law, or the Licensee isplaced in receivership or makes an assignment for benefit of creditorsor is, or states that it is, unable to meet its debts in the regularcourse of business, and such involuntary proceedings or receivershipsare not dismissed or vacated within 60 days of filing orappointment;

(g) Cessation by the Licensee of itsbusiness;

(h) The Licensee assigns, attempts toassign (entering into a binding term sheet or contingent contract oragreement, not just ‘‘discussion’’) ,sublicense (without CKI’s approval), or otherwise transfers orattempts to transfer any of its rights or obligations hereunder. Anysuch attempted or completed assignment, sublicense or transfer(‘‘Transfer’’), whethervoluntary or by operation of law, directly or indirectly, will be voidand of no force or effect. For purposes of this Agreement, any transferof all or a controlling portion or a majority of the shares of theLicensee or other ‘‘CK’’ affiliates by CKJeanswear N.V., Fingen S.p.A., its affiliates, shall be deemed atransfer in violation of the terms hereof and prohibited as a‘‘Transfer’’ hereunder. Prompt notice ofany transfer by CK Jeanswear N.V., Fingen S.p.A. or its affiliates(other than Calvin Klein, Inc. or its successors, assignees ortransferees) of more than five percent (5%) (whether over aperiod of time or all at once) (‘‘Notice’’), shall be delivered to Licensor . Notwithstanding anything hereincontained, a change-of-control Transfer shall be permitted if inaccordance with all of the applicable provisions of the CKI/CF GroupIrrevocable Consent d. 29 September  2005. In the event of anysuch CKI-permitted change-of-control Transfer, the provisions hereofshall apply to any ‘‘successor ininterest’’ permitted Transferee (except that Notice shallapply to any transfer of more than 35% of the Transferee) .Except as otherwise provided herein, this Agreement shall inure to thebenefit of and shall be binding upon the parties and permittedsuccessors and assigns.

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

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

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

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

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

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

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     CONFIDENTIAL TREATMENT

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

8.5 Effect of Termination. Upon theexpiration or termination of the License and the License Period for anyreason whatsoever, all of the rights of the Licensee under thisAgreement shall forthwith terminate and immediately revert to CKI; allFees on sales theretofore made shall become immediately due andpayable; the Licensee shall forthwith discontinue all use of theLicensed Mark, except that the Licensee may, on a non-exclusive basis,during the period (i) commencing on the date of the expiration of theLicense Period pursuant to § 2.1 or termination of the Licensebecause of the breach of § 3.2 and ending 4 months thereafter or(ii) commencing on the date of the termination of the License pursuantto clause (b), (c), (d) or (e) of § 8.3 and ending 4 monthsthereafter (unless at the advance request of Licensee, which requestincludes an up-to-date inventory schedule, with anticipated dispositiondates, CKI in writing agrees to extend such Disposal Period for up toan additional  30, 60 or 90-day period only, in noevent to exceed 6 months in aggregate) (the‘‘Disposal Period’’),consummate all sales of Licensed Products which were firm on the dateof such expiration or termination and sell the balance of the Inventorynot purchased by CKI within 45 days following date of expiration ortermination, and sold within the applicable Disposal Period as providedin § 8.6; provided, however, that anyadvertising used during the Disposal Period shall be subject toCKI’s prior written approval and such disposition of theLicensed Products shall continue to be subject to the Licensee’sobligations hereunder, including, but not limited to, payments to bemade to CKI, and Fees with respect thereto shall be due on the last dayof the Disposal Period. Without limiting the generality of the firstclause of this § 8.5, the Licensee acknowledges that activities,including sales during the Disposal Period, are on a non-exclusivebasis. Subsequent to the Disposal Period or, if none, subsequent tosuch termination, the Licensee shall no longer use the Licensed Mark,any variation, imitation or simulation thereof, or any trademarksimilar thereto; and the Licensee shall thereupon deliver to CKI, freeof charge, all sketches, designs, colors and the like in its possessionor control, designed or approved by CKI, and all Labels supplied by CKIin the Licensee’s possession or control. CKI shall have theoption, exercisable upon notice to the Licensee within 30 days of suchexpiration or termination, to negotiate the purchase of Labels whichhave not been supplied by CKI. If such negotiations do not result inthe purchase of such Labels or any part of W-I-P, the Licensee shalldestroy the unused Labels and W-I-P (except for greige goods or otherunidentifiable generic materials otherwise useable by Licensee) at theend of the Disposal Period or, if none, upon such termination, underthe supervision of CKI, and the Licensee shall supply to CKI acertificate of destruction thereof signed by a duly authorized officerof the Licensee.

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

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

8.7 Freedomto License. CKI shall be free to license to others the use of theLicensed Mark in connection with the manufacture, sale, distributionand promotion of Licensed Products in the Territory upon termination orexpiration of this Agreement and to enter into discussions andnegotiations applicable thereto, provided only that no shipment ofLicensed Products and no publication of institutional or consumeradvertising of the Licensed Products pursuant to any such new licensewill be permitted prior to the termination or expiration of thisAgreement.

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

8.9 Trustee in Bankruptcy. Notwithstandingthe provisions of § 8.8, in the event that, pursuant to theapplicable bankruptcy law (the‘‘Code’’), a trustee inbankruptcy, receiver or other comparable person, of the Licensee, orthe Licensee, as debtor, is permitted to assume this Agreement and doesso and, thereafter, desires to assign this Agreement to a third party,which assignment satisfies the requirements of the Code, the trustee orthe Licensee, as the case may be, shall notify CKI of same in writing.Said notice shall set forth the name and address of the proposedassignee, the proposed consideration for the assignment and all otherrelevant details thereof. The giving of such notice shall be deemed toconstitute an offer to CKI to have this Agreement assigned to it or itsdesignee for such consideration, or its equivalent in money, and uponsuch terms as are specified in the notice. The aforesaid offer may beaccepted by CKI only by written notice given to the trustee or theLicensee, as the case may be, within 15 days after CKI’s receiptof the notice to such party. If CKI fails to deliver such notice withinsaid 15 days, such party may complete the assignment referred to in itsnotice, but only if such assignment is to the entity named in saidnotice and for the consideration and upon the terms specified therein.Nothing contained herein shall be deemed to preclude or impair anyrights which CKI may have as a creditor in any bankruptcyproceeding.

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

ARTICLEIX.    INDEMNIFICATION ANDINSURANCE

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

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

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

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

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

CKI shall give the Licensee prompt writtennotice of any such claim or action and thereupon the Licensee shallundertake and conduct the defense of any suit so brought. In the eventan appropriate action is not taken by the Licensee within 30 days ofits receipt of notice from CKI, CKI shall have the right to defend suchclaim or action in its own name, but no settlement or compromise of anysuch claim or action may be made without the prior written consent ofthe Licensee, such consent not to be unreasonably withheld or delayed.In either case, CKI and the Licensee shall keep each other fullyadvised of all developments and shall cooperate fully with each otherand in all respects in connection with any such defense. Suchindemnification shall be deemed to apply solely to the amount of thejudgement, if any, against CKI and reasonable sums paid by CKI inconnection with its defense, and shall not apply to any consequentialdamages suffered by CKI which are not included in the aforementionedjudgement. The provisions of this § 9.1 and theLicensee’s obligations hereunder shall survive any terminationof the License or rescission of thisAgreement.

9.2 Notice of Suit or Claim. TheLicensee shall promptly inform CKI by written notice of any suit orclaim against the Licensee relating to the Licensee’sperformance under this Agreement, whether such suit or claim is forpersonal injury, involves alleged defects in the Licensed Productsmanufactured, sold or distributed hereunder, orotherwise.

9.3 Indemnification by CKI. CKI doeshereby indemnify and hold harmless the Licensee and its Affiliates, andtheir respective managers, directors, members, shareholders, employeesand agents from and against any and all losses, liability, damages andexpenses (including reasonable attorneys’ fees, costs andexpenses, but excluding consequential damages, incidental damages andlost profits) which any of them may incur or for which it may becomeliable or compelled to pay in any action or claim alleging: (i)CKI’s breach of any representation or warranty of CKI hereunderin § 11.1; or (ii) that the Licensee’s use of theLicensed Mark in accordance with the terms of this Agreement violatesthe bona fide trademark ownership rights of a third party in the UnitedStates or Canada. The Licensee will promptly notify CKI of any actionor claim brought to its attention; provided, however,that the failure to promptly notify CKI shall not relieve CKI of itsobligation hereunder, except to the extent (if any) that CKI actuallyprejudiced thereby. The provisions of this § 9.3 and theobligations of CKI set forth herein shall survive the expiration orother termination of this Agreement.

9.4 Insurance.

9.4.1 Requirement. Without limiting theLicensee’s liability pursuant to the indemnity provisions ofthis Agreement, the Licensee shall maintain comprehensive generalliability insurance in the amount of at least *** with a broad formproperty damage liability endorsement. This insurance shall includebroad form blanket contractual liability, personal injury liability,products and completed operations liability. Each coverage shall bewritten on an ‘‘occurrence’’form.

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

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9.4.3 ApprovedCarrier/Policy Changes. All insurance shall be obtained fromprimary, and financially capable and reputable, insurance companies.The Licensee shall give at least 30 days’ prior written noticeto CKI of the cancellation or any modification of such insurance policythat would affect any of CKI’s, CKTT’s, or Mr.Calvin  Klein’s status or benefits thereunder. Thisinsurance may be obtained for CKI, CKTT, or Mr.  CalvinKlein by the Licensee in conjunction with a policy which coversproducts other than the Licensed Products.

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

9.4.5 Territory. The insuranceset forth in this § must cover the entire Territory to theextent available in each jurisdiction in the Territory.

ARTICLEX.    COMPLIANCE WITH LAWS

10.1 Compliance withLaws. The Licensee shall comply with all laws, rules, regulationsand requirements of any governmental body which may be applicable tothe operations of the Licensee contemplated hereby, including, withoutlimitation, as they relate to the manufacture, distribution, sale orpromotion of Licensed Products, notwithstanding the fact that CKI mayhave approved such item or conduct.

10.2 EquitableRelief. CKI shall be entitled to equitable relief by way oftemporary and permanent injunction and such other and further relief atlaw or in equity as any court with jurisdiction may deem just andproper. The Licensee waives the requirement of the posting of a bond inconnection with any application by CKI for equitablerelief.

ARTICLEXI.    MISCELLANEOUS

11.1 Warranties andRepresentations of the Parties. Each of the parties herebyrepresents and warrants to the other party that: it is a corporation(or limited liability company, as applicable) duly organized, validlyexisting and in good standing under the laws of the jurisdiction of itsincorporation; it has the full right, power and authority to enterinto, and perform its obligations under, this Agreement; and allnecessary corporate acts have been effected by it to render thisAgreement valid and binding uponit.

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

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|             |  |        |  |  |  |  |
|-------------|--|--------|--|--|--|--|
| DefinedTerm |  |   |
|             |

AdvertisingObligation

Advertising Overage

AdvertisingShortfall

Affiliates

Agreed UponSeason’s Themes

AnnualPeriod

Anti-Diversion Efforts

AnnualPeriod

Approved Accounts

Approved DesignConcepts

Approved Prototypes

Approved Secondsand Closeouts

Accounts

CKI

CKIStores

CKTT

Close-Outs

Code

Collection

Co-operativeAdvertising

CRK

CRK Fee

DesignConcepts

Disclosing Party

DisposalPeriod

Diversion

E-Commerce

ExcludedDesign

Gross Sales

Minimum GuaranteedFees

Indemnified Party

Initial LicensePeriod

Inventory

InventorySchedule

Labels

License

LicensedMark

License Period

LicensedProducts

Licensee

LicensingForecast

Minimum Net Sales Threshold

NetSales

Network

Non-ConformingProducts

Notice of Termination

ParallelImports

Percentage Fees

PROverage

PRShortfall

Products

PVH

RenewalLicensePeriod

Seconds

Standards

Territory

TimeAnd Action Calendar

Third-Party Manufacturing

Agreement

Trademark SecurityPlan

Transfer

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     CONFIDENTIAL TREATMENT

11.3 Notices. All reportsand notices required or permitted to be given under this Agreementshall be in writing and shall, unless specifically provided otherwisein this Agreement, be deemed to have been given if personally deliveredor faxed (on the date of messengering or faxing), or if mailed, threebusiness days from the date of mailing (by certified or registeredmail, return receipt requested and postage prepaid), or if by overnightair courier, one business day from the date of overnight air courierhandling as follows:

|               |  |                                                                                                                                                               |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| If to CKI,to: |  | Calvin Klein, Inc.205 West 39thStreetNew York, New York 10018Attention: President and ChiefOperating OfficerTelephone: (212) 292-9901Facsimile: (212)292-9933 |
|               |  |                                                                                                                                                               |

|                 |  |                                                                                                                                         |
|-----------------|--|-----------------------------------------------------------------------------------------------------------------------------------------|
| With a copy to: |  | Calvin Klein,Inc.205 West 39th StreetNew York, New York10018Attention: General CounselTelephone: (212)292-9652Facsimile: (212) 764-6784 |
|                 |  |                                                                                                                                         |

|                        |  |                                                                                                                                                                              |
|------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| If to theLicensee, to: |  | CK Jeanswear Europe S.p.A.ViaProvinciale Lucchese 181 50019Sesto Fiorentino, Florence,ItalyAttn.: Chief Executive OfficerTelephone: +39 055 305442Facsimile: +39 055 310 506 |
|                        |  |                                                                                                                                                                              |

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

Requests for approvals withappropriate submissions shall be sent to the applicable party, eitherCRK, the President or the designated design staff member. Financialreports shall be sent to the designated party in the FinanceDepartment. A party may change its address for receipt of notices atany time upon notice to the otherparty.

11.4 Assignment. The License and allrights granted to the Licensee hereunder are personal in nature, andthe Licensee shall not Transfer the License, this Agreement or itsrights and interest hereunder, or any part hereof, without the priorwritten consent of CKI, which consent may be withheld by CKI in itssole and absolute discretion.

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

Licensee shall have theright to grant a distributorship or distributorships (excluding asublicense) for limited areas or jurisdictions in the Territory), butno such distributorship shall reduce in any way Licensee'sobligations hereunder nor may such distributorship or any sublicenseagreement be entered into unless the following terms and conditions arefirst satisfied:

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     CONFIDENTIAL TREATMENT

(i) The term of anydistributorship or sublicense agreement shall be no more than five (5)years or five (5) years plus five (5) years contingent on at leastcompliance (with automatic termination upon termination of thisAgreement);

(ii) The distributor or sublicenseemust agree to comply in its activities as a distributor or sublicenseewith all of the provisions of this Agreement applicable to suchdistribution;

(iii) The distributor or sublicenseemust agree not to assign, transfer, or further grant thedistributorship agreement or sublicense agreement itself or any of therights granted to it thereunder without CKI's prior writtenconsent; and

(iv) The distributor or sublicenseemust acknowledge that each of CKI, CKTT and Mr.  CalvinKlein are third-party beneficiaries, must afford CKI rights ofinspection, approval and termination consistent with its rightspursuant to this Agreement, which it may exercise directly, includingrights of termination, and must indemnify CKI, CKTT and Mr.Calvin  Klein from liabilities and claims specifically inaccordance with the provisionshereof;

(v) Licensee must deliver a copy of eachdistributorship and proposed sublicense agreement and must subsequentlydeliver a copy of each material amendment thereof, to CKI, prior to theexecution thereof in the case of any proposed sublicense for review andapproval, and shall deliver a conformed copy to CKI promptly after itsexecution and the execution of each amendmentthereto;

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

(vii)  if applicable,***

11.6 Assignment by CKI. CKI shall have acomplete and unrestricted right to Transfer any or all of its rightsand interests in this Agreement, provided that such transferee is boundby all of the terms hereof, and subject to the Licensee’s rightto continue to exercise all of its rightshereunder.

11.7 No Agency. The Licensee shall notrepresent itself as the agent or legal representative of CKI or itsAffiliates for any purpose whatsoever and shall have no right to createor assume any obligation of any kind, express or implied, for or onbehalf of them in any way whatsoever. CKI shall similarly not representitself as the agent or legal representative of the Licensee or itsAffiliates for any purposes whatsoever and shall have no right tocreate or assume any obligation of any kind, express or implied, for oron behalf of them in any waywhatsoever.

11.8 Suspension of Obligations. Ifthe Licensee shall be prevented from performing any of its obligationsbecause of Federal governmental regulation or martial order, or by war,declared or undeclared, or other major and material calamities such asfire, earthquake, or similar Acts of God, the Licensee’sobligations shall be suspended during the period of such conditionsexcept for payment and provided the Licensee promptly commences andproceeds diligently to ameliorate the effect. If such conditioncontinues for a period of more than 60 days, CKI shall have the rightto terminate this Agreement.

11.9 Benefit. ThisAgreement shall inure to the benefit of and be binding upon the partieshereto, and, subject to §§ 11.4 and 11.6, theirsuccessors and assigns. PVH, CKTT and Mr.  Calvin  Klein(with respect to §§ 9.1 and 9.4) shall be third-partybeneficiaries of this Agreement and, whether or not expressly set forthherein, shall have the right (a) to exercise, and enforce against theLicensee, the rights of CKI hereunder if CKI fails to exercise suchrights, and (b) to exercise, and enforce against the Licensee, the samerights as CKI hereunder in addition to (and not in lieu of) any

----

     CONFIDENTIAL TREATMENT

rights CKI has hereunder. Nothing hereinshall be deemed to give the Licensee any rights to make any claimagainst PVH, CKTT and/or Mr.  Calvin  Klein.

11.10 Entire Agreement; Amendment. This Agreement,including the exhibits hereto, constitutes the entire agreement of theparties hereto with respect to the subject matter hereof and all prioragreements, contracts, promises, representations and statements betweenthem, if any, whether written or oral, with respect thereto are mergedinto and superseded by this Agreement (except as specifically set forthherein). This Agreement may not be amended or modified, except in awriting signed by both parties hereto and exchanged betweenthem.

11.11 Non-Waiver. No waiver by either partyof any breach hereof or default hereunder will constitute a continuingwavier 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 anyviolation of or default under any of the provisions of this Agreementby the Licensee or an election of remedies as to which any and allrights (and all remedies) are expressly reserved andretained.

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

11.13 Headings. Theheadings of the Articles and sections of this Agreement are forconvenience only and in no way limit, define or affect the terms orconditions of this Agreement.

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

11.15 Governing Law. THIS AGREEMENTAND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALLBE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OFCONFLICTS OF LAW. (HOWEVER, DISPUTES REGARDING THE LICENSED MARK WILLBE RESOLVED IN ACCORDANCE WITH THE U.S. FEDERAL TRADEMARK LAWS ANDRELATED LAWS, STATUES, RULES AND REGULATIONS OF THE UNITED STATESUNLESS THERE ARE NO U.S. FEDERAL LAWS, STATUTES, RULES OR REGULATIONSDISPOSITIVE OF SUCH DISPUTE, IN WHICH EVENT SUCH DISPUTES WILL BERESOLVED IN ACCORDANCE WITH THE PREVIOUSLY DESCRIBED LAWS OF THE STATEOF NEW YORK.)

11.16 Jurisdiction. Any legalaction or proceeding with respect to this Agreement shall be brought inthe federal or state courts seated in the County of New York, State ofNew York and, by execution and delivery of this Agreement, each partyhereby accepts for itself and in respect to its property, generally andunconditionally, the exclusive jurisdiction of the aforesaid courts.The Licensee hereby irrevocably and unconditionally waives anyobjection, including, without limitation, any objection to the layingof venue or based on the grounds of forum non conveniens, whichit may now or hereafter have to the bringing or maintaining of any suchaction or proceeding in such respective jurisdictions, and specificallyacknowledges and agrees that any judicial opinion and/or decisionrendered, judgement award in order issued by the courts of the State ofNew York and/or the federal courts located therein, will be enforceablein any jurisdiction. Any such opinion, decision, judgement and/or ordermay be deposited in the applicable jurisdictional venue and court inItaly or elsewhere in the Territory with full force and effect as ifrendered within such venue and by such judicial authority with the samefull force and effect. Each party irrevocably and unconditionallyconsents to the service of process of the aforementioned courts in anysuch action or proceeding by the mailing of copies 

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     CONFIDENTIAL TREATMENT

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

11.17 Non-Solicitation.

(a) TheLicensee agrees that ***

(b) CKI agrees that***

11.18 Confidentiality. Each of the partieshereto acknowledges that it may receive from the other (the‘‘Disclosing Party’’): (a) prints, designs,ideas, sketches, and other materials or information, including, withoutlimitation; (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 economicvalue, actual or potential, from not being generally known to thepublic or to other persons who can obtain economic value from itsdisclosure or use which the Disclosing Party intends to use on or inconnection with lines of merchandise other than the Licensed Productsand which have not as yet found their way into the channels ofdistribution. The parties recognize that these materials are valuableproperty of the Disclosing Party. Each of the parties heretoacknowledges the need to preserve the confidentiality and secrecy ofthese materials and agrees to take all necessary steps to ensure thatuse by it, or by its contractors, will in all respects preserve suchconfidentiality and secrecy, while acknowledging that each of theparties works with others on product development and designs. None ofthe parties shall, at any time during the License Period or any timethereafter, disclose or use for any purpose, other than as contemplatedby this Agreement, any confidential information and data relating tothe business of the other, except as required or otherwise considerednecessary in or to its business, but under its normal and customaryconfidentiality procedures applicable overall as to such use. Nothingherein shall be deemed to limit CKI’s rights under§§ 6.8 and 6.12. The provisions of this § 11.18shall not apply to information that (i) is now or hereafter becomesgenerally available to the public, other than as a result of a breachhereof, or (ii) is obtained from a third party that, to the knowledgeof the party receiving the information, is not under any obligation tokeep 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 discloseany of the confidential information, such party shall provide theothers with prompt written notice of such requirement so that the partywhose information it is may seek a protective order or otherappropriate remedy. If such protective order or other remedy is notobtained, the party under compulsion to disclose the information agreesto disclose only that portion of the confidential information, which itis advised by counsel, is legally required to be disclosed, and itagrees to take all reasonable steps to preserve the confidentiality ofthe confidential information (including by obtaining, at the cost ofthe owner of the information, an appropriate protective order or otherreliable assurance that confidential treatment will be accorded theconfidential information). In addition, the party under compulsion todisclose the information shall not oppose any effort (and shall, if andto the extent requested by the owner of the information, cooperatewith, assist and join with the owner of the information, at the expenseof the owner of the information) in any action by the owner of theinformation to obtain a protective order or other reliable assurancethat confidential treatment will be accorded the confidentialinformation.

11.19 Cross Termination.***

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

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     CONFIDENTIAL TREATMENT

IN WITNESS WHEREOF, the parties haveexecuted this Agreement as of the date first set forthabove.

|  | CALVIN KLEIN, INC. |
|--|--------------------|

|  | By: /s/ TomMurryName: Tom MurryTitle: President andCOO |
|--|--------------------------------------------------------|

|  |     CK JEANSWEAR EUROPE,S.P.A. |
|--|----------------------------------------------------|

|  | By: /s/ Lawrence R. RutkowskiName:Lawrence R. RutkowskiTitle: Vice President andTreasurer |
|--|-------------------------------------------------------------------------------------------|

|  |     WF OVERSEAS FASHIONC.V. |
|--|-------------------------------------------------|

|  | By: Warnaco U.S., Inc., its generalpartner |
|--|--------------------------------------------|

|  | By: /s/ Stanley P.SilversteinName: Stanley P.SilversteinTitle: President andSecretary |
|--|-------------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

**SCHEDULE6.13**

APPROVED ACCOUNTS

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     CONFIDENTIAL TREATMENT

**SCHEDULE6.14**

APPROVED SECONDS AND CLOSE-OUTSACCOUNTS

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     CONFIDENTIAL TREATMENT

SCHEDULES

SHAREHOLDERS

|                       |  |                  |
|-----------------------|--|------------------|
| Name/Address/Position |  | #/%Shareholdings |
|                       |  |                  |

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     CONFIDENTIAL TREATMENT

EXHIBITT

TERRITORY

European Union at 1May  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, VaticanCity, Liechtenstein, Iceland and

Eastern Europe andRussia, consisting of:

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

Middle East:

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

Africa**:

SouthAfrica, Tunisia, Algeria, Morocco, Ivory Coast, Senegal,Nigeria.

* Not Syria, as regulations precludeprotection of trademark, until registration of trademark may occur, asadvised by CKI.

** N.B. — for trademark, only OAPIapplication/registration.

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     CONFIDENTIAL TREATMENT

EXHIBITP

PRODUCTS

Products shallmean:

***

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     CONFIDENTIAL TREATMENT

**EXHIBITB**

ROYALTY STATEMENT

FORM MUST BESUBMITTED COMPLETED

CALVIN KLEIN,INC.

Page

             of            

Date

                

NAMEOF LICENSEE:

LICENSEE’S ADDRESS:

LICENSED PRODUCT:

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

Forthe month of           .

|          |  |           |  |       |  |             |  |           |  |           |  |                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|----------|--|-----------|--|-------|--|-------------|--|-----------|--|-----------|--|----------------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
| Category |  | Style No. |  | Units |  | Gross Sales |  | Discounts |  | Net Sales |  | PercentageFees |
|          |

For the month of           .

|          |  |           |  |       |  |             |  |           |  |           |  |                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|----------|--|-----------|--|-------|--|-------------|--|-----------|--|-----------|--|----------------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
| Category |  | Style No. |  | Units |  | Gross Sales |  | Discounts |  | Net Sales |  | PercentageFees |
|          |

For the month of           .

|          |  |           |  |       |  |             |  |           |  |           |  |                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|----------|--|-----------|--|-------|--|-------------|--|-----------|--|-----------|--|----------------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
| Category |  | Style No. |  | Units |  | Gross Sales |  | Discounts |  | Net Sales |  | PercentageFees |
|          |

TOTAL

|           |                     |
|-----------|---------------------|
| 205  | NET SALES BYACCOUNT |

|           |                                       |
|-----------|---------------------------------------|
| 205  | INVENTORY AS OF THE END OF THEPERIOD: |

|             |  |       |  |                |  |  |  |  |  |  |
|-------------|--|-------|--|----------------|--|--|--|--|--|--|
| StyleNumber |  | Units |  | WholesalePrice |
|             |

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     CONFIDENTIAL TREATMENT

The undersigned,         the         of theLicensee, does hereby certify that the foregoing information providedto CKI pursuant to the License Agreement is complete andaccurate.

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

|  | LICENSEE : |
|--|------------|

|  | By:______________________________________ |
|--|-------------------------------------------|

|  | Name: |
|--|-------|

|  | Title: Chief Financial Officer or other duly authorizedexecutive officer as applicable |
|--|----------------------------------------------------------------------------------------|

The completion of thisstatement does not limit the Licensee’s right to receive creditfor payments of Minimum Guaranteed Fees and Percentage Fees as setforth said License Agreement.

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     CONFIDENTIAL TREATMENT

EXHIBITD

THIRD-PARTY MANUFACTURINGAGREEMENT

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

WITNESSETH:

WHEREAS,the Licensee pursuant to a License Agreement with CALVIN KLEIN, INC.(‘‘CKI’’) has been granted alicense (‘‘License’’) to usethe CK/CALVIN KLEIN trademark (the ‘‘LicensedMark’’) in connection with the distribution, saleand marketing of certain goods (‘‘LicensedProducts’’);

WHEREAS, CKI, a subsidiary ofPhillips-Van Heusen Corporation(‘‘PVH’’), is the licenseeand beneficial owner of the trademarks CALVIN KLEIN, CK and CK/CALVINKLEIN for certain products, which are owned of record by the CalvinKlein Trademark Trust(‘‘CKTT’’), and PVH is theowner, licensee or sublicensee of the trademarks VAN HEUSEN, IZOD, IZODCLUB, BASS, G.H. BASS, GEOFFREY BEENE, ARROW, KENNETH COLE NEW YORK,REACTION BY KENNETH COLE, BCBG MAX AZRIA and DKNY, and PVH’spolicy is not to place, and to cause its subsidiaries and theirrespective licensees and sublicensees not to place, orders with anymanufacturer or subcontractor that breaches the provisions contained inthis Agreement and similar provisions contained in other third-partymanufacturing agreements of PVH or any of its affiliates, including,without limitation, CKI;

WHEREAS, the License entitles theLicensee to subcontract the manufacture and/or assembly of the LicensedProducts to third parties, subject to certain express limitations andconditions; and

WHEREAS, the Licensee has selected theManufacturer as a manufacturer to produce the Licensed Products for theLicensee subject and pursuant to the terms and conditions set forthbelow;

NOW, THEREFORE, the parties hereby agree asfollows:

1. The Manufacturer shall have no rights in or tothe Licensed Mark or in any mark similar thereto by reason of itsmanufacture of the Licensed Products and shall only use the LicensedMark in strict accordance with the Licensee’sinstructions.

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

3. The Manufacturer will manufacture andsell the Licensed Products and/or assemble the Licensed Products andwill deliver them only to the Licensee or to the Licensee’sauthorized representative or agents. Any and all Licensed Productsproduced by the Manufacturer which do not meet the Licensee’squality standards or result from overruns or cancellations of theLicensee’s orders (collectively, ‘‘RejectedProducts’’) will be strictly accounted for andphysically maintained, at the Manufacturer’s sole expense, inthe Manufacturer’s warehouse or such other place as may be underthe Manufacturer’s exclusive access and control. RejectedProducts not bearing the Licensed Mark or any identifying logo may besold to any third party;provided; however, that alllabels, hang tags, and other identifying marks must be removed fromsuch Rejected Products before sale to such a third party. RejectedProducts bearing the Licensed Mark or any identifying logo may be soldto any third 

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     CONFIDENTIAL TREATMENT

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

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

5. The Manufactureracknowledges that the Licensee may provide it with certain prints,designs, ideas, sketches and other materials or trade secrets which mayor will be used in connection with the Licensed Products and/or linesof merchandise other than the Licensed Products which have not beenannounced to the public or entered the stream of commerce. TheManufacturer recognizes that such materials are exclusive and valuableproperty of CKI or PVH and acknowledges the need to preserve theconfidentiality and secrecy of such materials. The Manufacturer agreesto take all reasonable precautions to protect the secrecy of thematerials, samples and designs prior to their commercial distributionor the showing of samples of same for sale. The Manufacturer will alsotake all reasonable precautions to protect the secrecy of the originaldesigns created either by CKI, PVH or the Licensee for LicensedProducts prior to their advertisement, commercial distribution or theshowing of samples for sale. During the term of this Agreement, theManufacturer will not disclose or use for any purpose not contemplatedby this Agreement any confidential information or data that isproprietary to CKI, PVH or the Licensee.

6. TheManufacturer shall institute procedures to control the storage,requisition from storage and use all labels, packages and othermaterials bearing the Licensed Mark to safeguard against the escape orunauthorized use of the Licensed Mark or LicensedProducts.

7. The Manufacturer will adhere to the standardsand guidelines set forth in PVH’s publication ‘‘AShared Commitment — Requirements for Suppliers, Contractors,Business Partners’’ and PVH’s‘‘Statement of Corporate Responsibility,’’copies of which the Manufacturer acknowledges it has received. TheManufacturer further acknowledges that it has read and understands suchpublications. The Manufacturer will communicate immediately to theLicensee

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

In case any one or more of the provisions contained inthis Agreement should be invalid, illegal or unenforceable in anyrespect in any jurisdiction, the validity, legality and enforceabilityof such provisions shall not be affected or impaired in any otherjurisdiction, nor shall the remaining provisions contained herein inany way be affected or impaired thereby.

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

|  |
|--|

|   |                                                                             |
|---|-----------------------------------------------------------------------------|
| 1 | **Bracketedlanguage should be deleted where agreement is withsubcontractor. |

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     CONFIDENTIAL TREATMENT

IN WITNESS WHEREOF, the parties haveexecuted this Agreement as of the date first abovewritten.

|  | LICENSEE: |
|--|-----------|

|  | By:____________________________     Name:    Title: |
|--|---------------------------------------------------------------------------------------------|

|  | MANUFACTURER: |
|--|---------------|

|  |     By:____________________________    Name:     Title: |
|--|---------------------------------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

EXHIBITE

PRODUCTION FACILITY EVALUATION FORM

FORMMUST BE SUBMITTED COMPLETED

CALVIN KLEIN,INC.

Page

         of        

Date

                        

NAME OF LICENSEE: LICENSEE’S ADDRESS:

|                        |  |
|------------------------|--|
| LICENSEDPRODUCT:  |  |

PRODUCTIONFACILITY:

Name:____________________________________________________________________

Name ofPresident of Production Facility______________________________________________

Address:                                                                                                                         &nbs;                                          

|  |
|--|
|  |  |
|  |

Product:                                                                                                                         &nbs;                                            

DateFactory EvaluationCompleted:                                                                                                                    

Signed:                        

                   (Note: Must be signed by an authorizedofficer of the division producing LicensedProducts)

    

|  |
|--|
|  |  |  |
|  |

                    (PrintName)

                                                                                Submitto the attention of:

|  |     CALVIN KLEIN,INC. 205 West 39th Street New York, NY 10018Attention: |
|--|---------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

Deirdre Miles-Graeter10 May  2005

SCHEDULE OF ISSUEDREGISTRATIONS ANDPENDING APPLICATIONS FOR‘‘CK/CALVIN KLEIN’’ TRADEMARKS IN CLASS25

|                                                                               |  |                       |  |                                            |  |                                                           |  |  |  |  |  |  |  |  |
|-------------------------------------------------------------------------------|--|-----------------------|--|--------------------------------------------|--|-----------------------------------------------------------|--|--|--|--|--|--|--|--|
| COUNTRY                                                                       |  | APPLICATION/REG. DATE |  | APPLICATION(S.NO.)/ REGISTRATIONNO.        |  | CLASS                                                     |
| Algeria                                                                       |  | 16Aug 95              |  | Reg. No. 49384                             |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 30 Dec 95             |  | Reg. No.50097                              |  | 18,25 (CK/CalvinKlein)                                    |
| Armenia                                                                       |  | 14 Oct98              |  | Reg. No. 3633                              |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 21 Apr 97             |  | Reg. No. 4134                              |  | 24,25,42 (CK/CalvinKlein)                                 |
| Austria                                                                       |  | 11Oct 93              |  | Reg. No. 153,247                           |  | 18,24,25 (CK/CalvinKlein)                                 |
| Azerbaijan                                                                    |  | 10Jun 99              |  | Reg. No.990586         |  | 18,25 (CK/CalvinKlein)                                    |
| Bahrain                                                                       |  | 31May  95             |  | Reg. No. 18853                             |  | 25(CK/CalvinKlein)                                        |
| Byelorussian                                                                  |  | 18Dec 97              |  | Reg. No. 7637                              |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 24 Apr 97             |  | Ser. No.970,704                            |  | 24,25,42 (CK/CalvinKlein)                                 |
| Bulgaria                                                                      |  | 23 May95              |  | Reg. No. 27675                             |  | 3,18,24,25 (CK/CalvinKlein)                               |
| Croatia                                                                       |  | 28 Jun95              |  | Reg. No. Z-951067                          |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 18 Mar  93            |  | Reg. No.Z-930655                           |  | 3,25(re-regYugoslav#34173)                                |
| CTM                                                                           |  | 1Apr 96               |  | Reg. No. 66712                             |  | 3,4,8,9,14,16,18,20,21,24,25,26,27,35,42(CK/Calvin Klein) |
|                                                                          |  | 21 Aug97              |  | Reg. No. 617415                            |  | 9,25 (CK/CalvinKlein)                                     |
| Cyprus                                                                        |  | 5Mar  96              |  | Reg. No. 44740                             |  | 25 (CK/CalvinKlein)                                       |
| Czech Republic                                                                |  | 27 Mar  97            |  | Reg. No. 198,533                           |  | 9,18,25(CK/CalvinKlein)                                   |
| Denmark                                                                       |  | 10 Dec93              |  | Reg. No. 08562/1993                        |  | 3,18,25 (CK/CalvinKlein)                                  |
| Egypt                                                                         |  | 18 Apr95              |  | Reg. No. 95389                             |  | 25 (CK/CalvinKlein)                                       |
| Estonia                                                                       |  | 21Feb97               |  | Reg. No. 22535                             |  | 18,25(CK/CalvinKlein)                                     |
| Finland                                                                       |  | 6Feb95                |  | Reg.No. 136190                             |  | 18,25 (CK/CalvinKlein)                                    |
| France (St. Martin,St. Barthelomy, French Guiana & other French Antilles) |  | 25Aug 93              |  | Reg. No. 93/481421                         |  | 25 (CK/CalvinKlein)                                       |
| Georgia                                                                       |  | 30 Apr98              |  | Reg. No.9139      |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 7 Jul 98              |  | Reg. No.9934                               |  | 24,25,42 (CK/CalvinKlein)                                 |
| Germany                                                                       |  | 5 Jul94               |  | Reg. No. 2070077                           |  | 25 (CK/CalvinKlein)                                       |
| Greece                                                                        |  | 26 Oct93              |  | Reg. No. 116,446                           |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                          |  | 19 Sep 96             |  | Reg. No.130,753                            |  | 9,25 (CK/CalvinKlein)                                     |
| Hungary                                                                       |  | 15 Nov95              |  | Reg. No. 145,249                           |  | 18,25 (CK/CalvinKlein)                                    |
| Iceland                                                                       |  | 27Apr 94              |  | Reg. No. 284/1994                          |  | 18,25 (CK/CalvinKlein)                                    |
|                                                                               |

----

     CONFIDENTIAL TREATMENT

|                                 |  |                       |  |                                     |  |                                                           |  |  |  |  |  |  |  |  |
|---------------------------------|--|-----------------------|--|-------------------------------------|--|-----------------------------------------------------------|--|--|--|--|--|--|--|--|
| COUNTRY                         |  | APPLICATION/REG. DATE |  | APPLICATION(S.NO.)/ REGISTRATIONNO. |  | CLASS                                                     |
| Iran                            |  | 4May  96              |  | Reg. No. 79864                      |  | 18,25 (CK/CalvinKlein)                                    |
| Ireland                         |  | 21Sep 93              |  | Reg. No. 157,276                    |  | 25 (CK/CalvinKlein)                                       |
|                            |  | 21 Aug 97             |  | Reg. No.208,239                     |  | 8,21,25,26,27,35 (CK/CalvinKlein)                         |
| Israel                          |  | 4Feb97                |  | Reg.No. 98092                       |  | 25 (CK/CalvinKlein)                                       |
| Italy                           |  | 12 Apr96              |  | Reg. No. 675,586                    |  | 25 (CK/CalvinKlein)                                       |
| Jordan                          |  | 8May  95              |  | Reg. No. 37965(r)                   |  | 25 (CK/CalvinKlein)                                       |
| Kazakhstan                      |  | 1Oct 97               |  | Reg. No. 6157                       |  | 18,25(CK/CalvinKlein)                                     |
|                            |  | 24Feb99               |  | Reg. No.8324                        |  | 24,25,35,42 (CK/CalvinKlein)                              |
| Kuwait                          |  | 30 Nov96              |  | Reg. No. 31697                      |  | 25 (CK/CalvinKlein)                                       |
| Latvia                          |  | 20 Aug97              |  | Reg. No. LV M-37968                 |  | 18,25 (CK/CalvinKlein)                                    |
| Lebanon                         |  | 14 Jun95              |  | Reg. No. 66134                      |  | 18,25 (CK/CalvinKlein)                                    |
| Liechtenstein                   |  | 24Feb95               |  | Reg.No. 9322                        |  | 18,25 (CK/CalvinKlein)                                    |
| Lithuania                       |  | 25Aug 95              |  | Reg. No. LT-31807                   |  | 18,25(CK/CalvinKlein)                                     |
| Malta & Gozo                |  | 8 May  96             |  | Reg. No. 25650                      |  | 25 (CK/CalvinKlein)                                       |
| Morocco                         |  | 22 Aug95              |  | Reg. No. 57300                      |  | 18,25(CK/CalvinKlein)                                     |
|                            |  | 1 Mar  96             |  | Reg. No.58871                       |  | 3,4,8,9,14,16,18,20,21,24,25,26, 27,35,42(CK/CalvinKlein) |
| Nigeria                         |  | 9 Dec93               |  | Reg. No. 57750                      |  | 25 (CK/CalvinKlein)                                       |
| Norway                          |  | 10Nov 94              |  | Reg. No. 165,458                    |  | 25 (CK/CalvinKlein)                                       |
| *OAPI                           |  | 24 Nov95              |  | Reg. No. 35745                      |  | 18,25 (CK/CalvinKlein)                                    |
| Oman                            |  | 29May  96             |  | Reg. No. 13673                      |  | 25 (CK/CalvinKlein)                                       |
| Poland                          |  | 28May  99             |  | Reg. No. 106459                     |  | 18,25 (CK/CalvinKlein)                                    |
| Portugal                        |  | 15Dec 94              |  | Reg. No. 295,319                    |  | 25(CK/CalvinKlein)                                        |
| Qatar                           |  | 11 Jun02              |  | Reg. No. 13233                      |  | 25 (CK/CalvinKlein)                                       |
| Romania                         |  | 16Aug 95              |  | Reg. No. 24051                      |  | 18,25 (CK/CalvinKlein)                                    |
| RussianFederation (former USSR) |  | 18 Jul 97             |  | Reg. No.154,946                     |  | 18,24,25 (CK/CalvinKlein)                                 |
|                            |  | 15 Sep98              |  | Reg. No. 167,772                    |  | 24,25,42 (CK/CalvinKlein)                                 |
| (Republic of) SaudiArabia       |  | 11 Sep 94             |  | Reg. No. 319/11                     |  | 25 (CK/CalvinKlein)                                       |
| SlovakRepublic                  |  | 28 Jan 99             |  | Reg. No.184071                      |  | 18,25(CK/CalvinKlein)                                     |
| Slovenia                        |  | 20Dec 96              |  | Reg. No. 9570583                    |  | 18,25 (CK/CalvinKlein)                                    |
|                                 |

----

     CONFIDENTIAL TREATMENT

|                                                          |  |                       |  |                                             |  |                         |  |  |  |  |  |  |  |  |
|----------------------------------------------------------|--|-----------------------|--|---------------------------------------------|--|-------------------------|--|--|--|--|--|--|--|--|
| COUNTRY                                                  |  | APPLICATION/REG. DATE |  | APPLICATION(S.NO.)/ REGISTRATIONNO.         |  | CLASS                   |
| SouthAfrica (Covers Venda Transkei & Bophuthatswana) |  | 24 Apr95              |  | Reg. No. B95/05079                          |  | 25 (CK/CalvinKlein)     |
| Spain                                                    |  | 20 Apr94              |  | Reg. No. 1,786,568                          |  | 25 (CK/CalvinKlein)     |
| Sweden                                                   |  | 28Jul 95              |  | Reg. No. 303,850                            |  | 25 (CK/CalvinKlein)     |
| Switzerland                                              |  | 5Oct 93               |  | Reg. No. 416,838                            |  | 18, 25 (CK/CalvinKlein) |
| Tunisia                                                  |  | 23May  96             |  | Reg. No.EE96.0642                           |  | 3,9,14,16,18,24,25,26,  |
| 27,35,42(CK/CalvinKlein)                                 |  |                  |  |                                        |  |                    |
| Turkey                                                   |  | 16Feb96               |  | Reg.No. 167310                              |  | 25(CK/CalvinKlein)      |
| UnitedArab                                               |  |                  |  |                                        |  |                    |
| Emirates                                                 |  | 24Nov 97              |  | Reg. No. 13022                              |  | 25 (CK/CalvinKlein)     |
| United Kingdom                                           |  | 19 Aug 00             |  | Reg. No. 1,545,492                          |  | 25 (CK/CalvinKlein)     |
| 16 Jun98                                                 |  | Reg. No. 2,169,731    |  | 25,35,42(CK/Calvin Klein)(extgoods)         |  |                    |
| Ukraine                                                  |  | 12 Nov 99             |  | Reg. No.13942      |  | 18,25(CK/CalvinKlein)   |
| 18 Apr97                                                 |  | Reg. No. 17758        |  | 24,25,42 (CK/CalvinKlein)                   |  |                    |
| Uzbekistan                                               |  | 4Jul 95               |  | Reg. No. 5832                               |  | 18,25 (CK/CalvinKlein)  |
| West Bank(Palestine)                                     |  | 7 Mar  96             |  | Reg. No. 4118                               |  | 25(CK/CalvinKlein)      |
| Yemen                                                    |  | 15 Jan98              |  | Reg. No. 8333                               |  | 25 (CK/CalvinKlein)     |
|                                                          |

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

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