EXHIBIT10.70

PORTIONS OF THIS EXHIBIT 10.70 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 — NEITHERTHIS DOCUMENT, ITS TERMS OR PROVISIONS OR THE RELATIONSHIP CONTEMPLATEDTHEREIN IS TO BE DISCUSSED OR USED WITHOUT THE CONSENT OF CALVIN KLEIN,INC. OR WF OVERSEAS FASHION C.V. A DRAFT DOES NOT CONSTITUTE ANOBLIGATION OF THE PARTIES. NO BINDING AGREEMENT WILL RESULT UNLESS ADEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY THE PARTIES.THERE IS NO OBLIGATION TO EXECUTE ANY SUCH AGREEMENT.

LICENSE AGREEMENT

BETWEEN

CALVIN KLEIN, INC.

AND

CKJEANSWEAR EUROPE S.P.A. CK JEANSWEAR ASIA LIMITED

AND

WF OVERSEAS FASHION C.V.

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     CONFIDENTIAL TREATMENT

TABLE OFCONTENTS

|                                                                          |  |        |        |        |  |  |
|--------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| ARTICLEI.GRANT                                                           |
| 1.1  License                                                   |  |   |   |   |
| 1.1.1  Exclusionof Retail Sales                                |  |   |   |   |
| 1.1.2  Right toManufacture                                     |  |   |   |   |
| 1.2  Reservation                                               |  |   |   |   |
| 1.2.1  RetailStores; Company-ControlledStores                  |  |   |   |   |
| 1.2.2  E-Commerce/PromotionalGoods                             |  |   |   |   |
| 1.2.3  Third PartyLicensees                                    |  |   |   |   |
| 1.3  Limitations                                               |  |   |   |   |
| 1.4  DefinitionalDisputes                                      |  |   |   |   |
| 1.5  Exploitation ofthe License                                |  |   |   |   |
| 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  Visual DesignPersonnel                                  |  |   |   |   |
| ARTICLEII. LICENSE PERIOD                                                |
| 2.1  LicensePeriod                                             |  |   |   |   |
| ARTICLEIII. SALES                                                        |
| 3.1  Sales/Marketing andProductionPlans                        |  |   |   |   |
| 3.2  DeliberatelyOmitted                                       |  |   |   |   |
| 3.3  Sales to CKI anditsEmployees                              |  |   |   |   |
| ARTICLEIV. LICENSE FEES                                                  |
| 4.1  Requirement ofFees                                        |  |   |   |   |
| 4.1.1  PercentageFees                                          |  |   |   |   |
| 4.1.2  Gross and NetSales                                      |  |   |   |   |
| 4.1.3  Minimum GuaranteedFees                                  |  |   |   |   |
| 4.1.4  Allocation ofMinimum Guaranteed Fees and PercentageFees |  |   |   |   |
| 4.2  Statements                                                |  |   |   |   |
| 4.3  BooksandRecords                                           |  |   |   |   |
| 4.4  Underpayments                                             |  |   |   |   |
| 4.5  Mannerof Payment                                          |  |   |   |   |
| 4.6  Interest onLate Payment                                   |  |   |   |   |
| 4.7  NoSet-Off                                                 |  |   |   |   |
| 4.8  Taxes                                                     |  |   |   |   |
| 4.9  FinancialStatements                                       |  |   |   |   |
| 4.10  FinancialCovenants                                       |  |   |   |   |
| 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 Public Relations            |  |   |   |   |
|                                                                          |

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     CONFIDENTIAL TREATMENT

|                                                                             |  |        |        |        |  |  |
|-----------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| 5.2  ‘Usage’                                          |  |   |   |   |
| 5.3  Approvalof Materials,Activities                              |  |   |   |   |
| 5.4  Samples                                                      |  |   |   |   |
| ARTICLEVI. QUALITY ANDSTANDARDS                                             |
| 6.1  Distinctiveness andQuality of the LicensedMark               |  |   |   |   |
| 6.1.1  Consistency withOtherProducts                              |  |   |   |   |
| 6.2  Design                                                       |  |   |   |   |
| 6.2.1  Timeand ActionCalendar                                     |  |   |   |   |
| 6.2.2  Themes                                                     |  |   |   |   |
| 6.2.3  DesignConcepts                                             |  |   |   |   |
| 6.2.4  Certain OtherApprovals                                     |  |   |   |   |
| 6.2.5  CKIDesigns                                                 |  |   |   |   |
| 6.2.6  Prototypes                                                 |  |   |   |   |
| 6.2.7  FinalApproval andSales                                     |  |   |   |   |
| 6.3  Manufacture ofLicensed Products by ThirdParties              |  |   |   |   |
| 6.4  Non-ConformingProducts                                       |  |   |   |   |
| 6.5  Approvals                                                    |  |   |   |   |
| 6.6  Marketing,Labeling, Packaging, Promotions, BusinessMaterials |  |   |   |   |
| 6.7  Inspection ofFacilities                                      |  |   |   |   |
| 6.8  Samples andArtwork                                           |  |   |   |   |
| 6.9  Know-how                                                     |  |   |   |   |
| 6.10  Meetings                                                    |  |   |   |   |
| 6.11  DesignDirection                                             |  |   |   |   |
| 6.12  DesignRights                                                |  |   |   |   |
| 6.13  Shops, Stores,Retail Outlets                                |  |   |   |   |
| 6.14  Disposalof Seconds andClose-Outs                            |  |   |   |   |
| 6.14.1  Seconds                                                   |  |   |   |   |
| 6.14.2  Close-Outs                                                |  |   |   |   |
| 6.15  StandardsofConduct                                          |  |   |   |   |
| 6.15.1    Standards                                     |  |   |   |   |
| 6.15.2    AuditRequirement                              |  |   |   |   |
| 6.15.3    Approval                                      |  |   |   |   |
| 6.15.4    UseofFacility                                 |  |   |   |   |
| 6.16  Personnel                                                   |  |   |   |   |
| ARTICLEVII. THE LICENSED MARK                                               |
| 7.1  Rights tothe LicensedMark.                                   |  |   |   |   |
| 7.1.1  Ownership ofLicensed Mark                                  |  |   |   |   |
| 7.1.2  No AdverseActions                                          |  |   |   |   |
| 7.1.3  Registrations                                              |  |   |   |   |
| 7.1.4  Survival                                                   |  |   |   |   |
| 7.2  Protectingthe Licensed Mark.                                 |  |   |   |   |
| 7.3  Use ofthe LicensedMark                                       |  |   |   |   |
| 7.3.1  Compliance withLegal Requirements                          |  |   |   |   |
| 7.3.2  Usewith OtherName                                          |  |   |   |   |
| 7.3.3  Execution ofDocuments                                      |  |   |   |   |
| 7.4  Ownership ofCopyright                                        |  |   |   |   |
| 7.5  Infringements,Counterfeits and ParallelImports               |  |   |   |   |
|                                                                             |

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     CONFIDENTIAL TREATMENT

|                                                                                                                                                                                                                   |  |        |        |        |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| 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  Nature ofProceedings                                                                                                                                                                             |  |   |   |   |
| 7.5.6  Cooperation                                                                                                                                                                                      |  |   |   |   |
| 7.6  TrademarkSecurity                                                                                                                                                                                  |  |   |   |   |
| 7.6.1  CounterfeitProtection                                                                                                                                                                            |  |   |   |   |
| 7.7  Use of LicensedMark on Invoices,etc.                                                                                                                                                               |  |   |   |   |
| 7.8  Monitoring                                                                                                                                                                                         |  |   |   |   |
| ARTICLEVIII. TERM ANDTERMINATION                                                                                                                                                                                  |
| 8.1  Expiration                                                                                                                                                                                         |  |   |   |   |
| 8.2  OtherRights Unaffected                                                                                                                                                                             |  |   |   |   |
| 8.3  Right ofTermination of theLicense                                                                                                                                                                  |  |   |   |   |
| 8.4  Termination WithNotice and Right toCure                                                                                                                                                            |  |   |   |   |
| 8.5  Effect ofTermination                                                                                                                                                                               |  |   |   |   |
| 8.6  Inventory UponTermination                                                                                                                                                                          |  |   |   |   |
| 8.7  Freedom toLicense                                                                                                                                                                                  |  |   |   |   |
| 8.8  RightsPersonal                                                                                                                                                                                     |  |   |   |   |
| 8.9  Trustee inBankruptcy                                                                                                                                                                               |  |   |   |   |
| 8.10  Compensation                                                                                                                                                                                      |  |   |   |   |
| ARTICLEIX. INDEMNIFICATION ANDINSURANCE                                                                                                                                                                           |
| 9.1  Indemnification by theLicensee                                                                                                                                                                     |  |   |   |   |
| 9.2  Notice of Suit orClaim                                                                                                                                                                             |  |   |   |   |
| 9.3  Indemnification byCKI                                                                                                                                                                              |  |   |   |   |
| 9.4 Insurance                                                                                                                                                                                                |  |   |   |   |
| 9.4.1  Requirement                                                                                                                                                                                      |  |   |   |   |
| 9.4.2  GeneralProvision                                                                                                                                                                                 |  |   |   |   |
| 9.4.3  ApprovedCarrier/PolicyChanges                                                                                                                                                                    |  |   |   |   |
| 9.4.4  Evidence ofCoverage                                                                                                                                                                              |  |   |   |   |
| 9.4.5  Territory                                                                                                                                                                                        |  |   |   |   |
| ARTICLEX. COMPLIANCE WITH LAWS                                                                                                                                                                                    |
| 10.1  Compliancewith Laws                                                                                                                                                                               |  |   |   |   |
| 10.2  EquitableRelief                                                                                                                                                                                   |  |   |   |   |
| ARTICLE XI.MISCELLANEOUS                                                                                                                                                                                          |  |   |   |   |
| 11.1  Warranties andRepresentations of theParties                                                                                                                                                       |  |   |   |   |
| 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                                                                                                                                                                                       |  |   |   |   |
|                                                                                                                                                                                                                   |

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     CONFIDENTIAL TREATMENT

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

|              |  |                                         |  |        |  |  |  |  |  |  |
|--------------|--|-----------------------------------------|--|--------|--|--|--|--|--|--|
| SCHEDULES    |  |                                    |  |   |
| SCHEDULE6.13 |  | APPROVED ACCOUNTS                       |  |   |
| SCHEDULE6.14 |  | APPROVED SECONDS AND CLOSE-OUTSACCOUNTS |  |   |
| SCHEDULE S   |  | SHAREHOLDERS                            |  |   |
| EXHIBITS     |  |                                    |  |   |
| EXHIBITT     |  | TERRITORY                               |  |   |
| EXHIBITP     |  | PRODUCTS                                |  |   |
| EXHIBIT B    |  | ROYALTYSTATEMENT                        |  |   |
| EXHIBIT D    |  | THIRD-PARTYMANUFACTURING AGREEMENT      |  |   |
| EXHIBITE     |  | PRODUCTION FACILITY EVALUATIONFORM      |  |   |
|              |

SCHEDULE OF CALVIN KLEIN TRADEMARKSCL. 18

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     CONFIDENTIAL TREATMENT

LICENSE AGREEMENT

LICENSEAGREEMENT, dated as of January 31, 2006, between CALVIN KLEIN, INC.("CKI"), a New York corporation, andCK JEANSWEAR EUROPE S.P.A., an Italian corporation("CKJE"), CK JEANSWEAR ASIA LIMITED, a HongKong corporation (hereinafter individually and collectively the"CKJA", and together with CKJE,"Licensee") and WF Overseas FashionC.V., a limited partnership ("commanditairevennootschap") organized and existing under the lawsof the Netherlands ("Warnaco").

WITNESSETH:

WHEREAS, Licensee desires to obtain fromCKI, and CKI is willing to grant to the Licensee, a license in theTerritory (as hereinafter defined), to use the trademark"CALVIN KLEIN**"**to be used in the logoform "Calvin Klein Jeans" in the formdesignated by CKI from time to time ("LicensedMark") in connection with the manufacture, wholesale sale,distribution, advertising and promotion of certain women's andmen's "jeans"-styles, type or"level "small leather goods/accessories,handbags items , as defined in Exhibit P (the"Products"), subject to the termscontained in this Agreement. Products bearing the Licensed Mark arehereinafter 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:

ARTICLE I.    GRANT

1.1    License.    CKI hereby grants to the Licensee anexclusive license (the "License"),without the right to assign, and the right to sublicense withCKI's prior written consent exercisable in CKI's sole andabsolute discretion (not to be unreasonably withheld or delayed), andsubject to and in accordance with the terms contained in thisAgreement, to use the Licensed Mark, during the License Period inconnection with the manufacture and sale, distribution, advertising,and promotion in the "Territory," set forthon Exhibit T, of Licensed Products to approved customers *******

1.1.1    Exclusion of RetailSales.    The License excludes the sale, distribution, andpromotion of Licensed Products via commerce conducted on, madeavailable through, or facilitated by*******or upon the priorapproval of CKI, which CKI may withhold in its sole and absolutediscretion. The License also excludes the right to*******only asapproved by CKI, and except as permitted as to such Licensed Productspursuant to other agreements between the parties (and theiraffiliates). However, the foregoing does not*******

1.1.2    Right to Manufacture.    TheLicensee's right to manufacture in the Territory and elsewhere inthe world is non-exclusive (others may and will have the right toproduce Products within the Territory for export and sale outside theTerritory). Licensee shall have the right to import into the TerritoryLicensed Products manufactured outside the Territory;provided, however, that the Licensee takes reasonableprecautions to prevent all labels, tags, packaging material, businesssupplies and advertising and promotional materials and all other formsof identification bearing the Trademark (collectively,"Labels") from being used otherwisethan in connection with the distribution and sale of Licensed Productswithin the Territory. The Licensee shall neither export LicensedProducts from the Territory, nor sell Licensed Products to any entitywhich it knows, or reasonably should know, intends to export LicensedProducts from the Territory.

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

1.2.1    Retail Stores;Company-Controlled Stores.    CKI reserves the right*******However, CKI shall, in connection with the sale, distribution andpromotion of Licensed Products through the CKI 

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     CONFIDENTIAL TREATMENT

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 a significant portion of the products so ordered (other thanminor shortages), then during the pendency of such force majeure eventor after such failures to deliver, CKI or its Affiliates shall have theright to manufacture or have manufactured for it by others, and tosell, distribute and promote Licensed Products through CKI Stores forthe next two years, at which time the provisions hereof shall againapply. CKI shall also require that any such retail stores in theTerritory owned or operated by an authorized licensee of CKI shallpurchase the Licensed Products from Licensee. The Licensee acknowledgesand agrees that *** for purposes of § 4.1.1, § 5.1.2, and§ 5.4 hereunder.

1.2.2    E-Commerce/PromotionalGoods.    CKI reserves the right to*******In the case ofE-commerce arrangements covering*******

1.2.3    Third Party Licensees.    CKImay grant third parties the right to produce Products for distributionand sale outside the Territory. Licensee agrees to fully co-operatewith such third parties, and upon CKI's request, Licensee will,furnish samples of Licensed Products, provide at cost (without markup),any patterns, trim samples, samples of garments and other materials,names of contractors and sources of supply, reasonably necessary tomanufacture Licensed Products as reasonably requested on a timely basisby such licensees, in accordance with such third parties'reasonable design and production schedules and subject to appropriateconfidentiality undertakings. Licensee will timely supply CKI'sdistributors or other third party licensees outside the Territory, withLicensed Products for distribution in such quantities as CKI mayreasonably request on such credit or other terms as Licensee may imposeon its customers generally, *******

1.3    Limitations.    The Licensee understands andagrees that CKI, and its other licensees and sublicensees, maymanufacture or authorize third parties to manufacture Licensed Productsin the Territory for sale outside of the Territory, or to manufactureand sell or authorize third parties to manufacture and sell products ofany and all types and descriptions other than the Products in oroutside the Territory. In this regard, the Licensee acknowledges andagrees that products that bear some similarity of design to theLicensed Products may be manufactured, distributed or sold in theTerritory in connection with the Licensed Mark by either CKI or a thirdparty authorized to use the Licensed Mark, and the Licensee furtheracknowledges and agrees that such similarity of design will not bedeemed a breach of or default under this Agreement. In addition, nolicense is granted hereunder for the manufacture, sale or distributionof the Licensed Products to be used for publicity purposes (other thanpublicity of the Licensed Products), in combination sales or aspremiums or giveaways, or to be disposed of under or in connection withsimilar methods of merchandising, such rights being specificallyreserved for CKI or otherwise subject to CKI's prior review andapproval. Licensee agrees that the marketing, placement anddistribution of Licensed Products in the Territory may but shall notnecessarily be the same as that for Products being sold in the U.S. orelsewhere in the world by CKI's duly authorized licensee, butshall be commensurate with the marketing, placement and distribution ofLicensed Products in comparison with other competitive andcompetitors' jeanswear lines sold both in the U.S. and theTerritory.

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

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     CONFIDENTIAL TREATMENT

1.5    Exploitation of theLicense.

1.5.1    BestEfforts.    At all times during the License Period, the Licenseeshall use its reasonable best efforts to exploit the License throughouteach and every country of the Territory, including, but not limited to:(i) selling what reasonably constitutes a full line of Products withineach seasonal collection of Licensed Products (each, a"Collection"), subject to seasonaldifferences, and a sufficiently representative quantity of each type ofProduct within each Collection; (ii) timely developing, producing andoffering for sale the Licensed Products so that they may be sold andshipped to consumers on a timely basis; (iii) maintaining a sales forcesufficient to provide effective distribution throughout all areas ofthe Territory; (iv) cooperating with CKI's and any of itslicensees' marketing, merchandising, sales, andanti-counterfeiting programs as may be applicable, and (v) maintainingnecessary financial position to adequately support the operations andobligations herein.

1.5.2    Non-Competition.     The Licenseeshall devote itself and all of its employees and operations exclusivelyto the operations of this license and other "CALVINKLEIN" operations licensed by CKI. The Licensee'sAffiliates shall not enter into or obtain from any person or entity alicense in the Territory for any of the Products bearing the name ofany designer or designer brand (or any derivative or formative thereof)of ******* without the prior written consent of CKI and except forarrangements and agreements in effect on and as of the Effective Dateof this Agreement. *******

1.6    Showrooms; In-StoreShops; Trade Shows.    

1.6.1    Showrooms.    Licensee shall maintaina separate area within its existing jeanswear showrooms in Milan, theUnited Kingdom, Hong Kong (and, if applicable, Tokyo) and wherever elseit maintains jeanswear apparel showrooms. Such showroom area (s) shallbe used for the sole purpose of displaying, promoting and sellingLicensed Products. All such separate areas in the showrooms shall besubject to the standards of CKI, and shall be designed and maintainedin conformity with the prestige associated with the Licensed Mark. Theplans for each showroom area , including décor, set-up anddisplay (and material changes thereto), and for any renovations theretoshall be subject to the reasonable prior written approval of CKI, whichapproval shall not be unreasonably withheld or delayed;provided, however, that CKI shall have 10 businessdays after its receipt of such plans to approve or disapprove suchplans or such longer period as is reasonable under the circumstances.Promptly after the execution of this Agreement and the bridge apparelagreement , CKI and the Licensee will mutually agree ******* TheLicensee may (i) display the Licensed Mark on showroom doors and officedirectories and (ii) display the Licensed Products for sale in othershowroom spaces, subject to the prior written approval of CKI. Theparties shall meet upon request to establish a budget for required orrequested renovations to the showrooms.

1.6.2    In-Store Shops.    The Licensee willparticipate in in-store shop or fixturing programs, with theLicensee's customers throughout the Territory, and will spendamounts on in-store décor, refurbishments and fixturing(including development costs of consultants for design and fixturingprototypes and on sales personnel or coordinators, sufficient to ensureand the appropriate as may be applicable to enhance the presentation ofLicensed Products within its retail accounts, including appropriatestocking and merchandise mix, to be developed with and under thedirection of CKI (and outside consultants where required by CKI for theprototype development). Appropriate budgets for such in-store shopprograms shall be developed, reviewed and agreed upon by the parties.All such programs shall be designed in conformity with the prestigeassociated with the Licensed Mark, and plans for any such shop-in-shopareas shall be subject to the prior written approval of CKI. In-shopdécor, refurbishing and fixturing are essential to theexploitation of the License Agreement; in addition to other expenseshereunder (and not considered either a qualified Co-op orPublic Relations expenditure).

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,

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     CONFIDENTIAL TREATMENT

fixturing, signage and any in-store shops orin-store areas for the sale of Licensed Products within the stores ofthe Licensee's customers, and shall provide all funds necessaryin connection therewith (including, but not limited to, reasonableper diem rates for work performed by CKI's visual displaypersonnel based upon estimated amounts or anticipated expenditures, asprovided or discussed 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 Licensed Products,as approved by Licensor, and to fully stock such shop-in-shops with anappropriate merchandise mix of Licensed Products, all as approved byCKI, pursuant to and consistent with Licensee's shop-in-shopdevelopment program. Such in-store development programs shall befinanced in a manner comparable to and commensurate with those ofCKI's competitors as to Licensed Products. CKI may periodicallyinspect Licensee's showrooms, shows at trade exhibitions, andsuch shop-in-shops . Any such inspection will be at CKI's expenseunless CKI determines as a result of such inspection thatLicensee's showrooms, trade exhibition shows or in-store shops orin-store areas have not been maintained in accordance withCKI's specifications, in which case Licensee will at its expensepromptly make any modifications to design, layout, decor, visualdisplay or merchandise display formats as CKI may reasonably requireand will bear the costs incurred in connection therewith, including anycosts incurred by CKI in connection with follow-up inspections todetermine the satisfactory completion of such modifications. TheLicensee shall also promptly reimburse CKI for the reasonable costs andexpenses of any CKI personnel, such as visual display, advertising andpublic relations (other than design), with respect to servicesperformed by CKI under this § 1.6 or otherwise requested by theLicensee based upon estimated amounts or anticipated expenditures, asprovided or discussed in advance, and based upon agreed-upon-in-advancebudgets. In addition, the Licensee shall pay or reimburse CKI forreasonable out-of-pocket expenses incurred by CKI or itsrepresentatives, whether for travel or otherwise, including round-tripbusiness-class airfare or first-class airfare if provided byCKI's internal travel policies in effect from time to time, hotelaccommodations and food and local transportation, in connection withthis Agreement, such as travel to Italy to review or approveprototypes, based upon estimated amounts or anticipated expenditures,as provided and discussed in advance with Licensee, and based uponagreed-upon-in-advance budgets.

ARTICLE II.    LICENSEPERIOD

2.1    License Period.     The licenseperiod shall commence effective 1 January 2006, with certainpreliminary design and development being initiated prior to 1 January2006 ("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,but if the time for development, presentation, production,marketing and showroom is deemed by the parties to be not sufficient totimely and appropriately launch such Collection, the initial seasonshall be Fall 2006 (or Pre-Fall 2006). The term shall end forty (40)years from the closing of the Transaction described and defined in theHeads of Agreement dated 29 September 2005 between, inter alia, CKI andWarnaco Inc. , (not to be later than 31 December 2006), on 31 December2046, unless sooner terminated as herein provided. The first periodcommencing 1 January 2006 and ending on 31 December 2006, including thepreliminary period, and each 12-month period commencing on 1 Januarythereafter during the License Period are each referred to herein as an"Annual Period." Notwithstanding theforegoing, the Licensee shall not commence offering Licensed Productsfor the Spring 2006 season unless and until CKI determines in itsgood-faith judgement (including aesthetic and creative considerations)that all elements necessary for a successful launch, including, withoutlimitation, product design, development and production, marketingstrategy, advertising materials and placement, and if applicable,launch events, have been satisfied. The term of this Agreement maysometimes be referred to as the "LicensePeriod" or"Term."

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     CONFIDENTIAL TREATMENT

The Minimum Net Sales Thresholds for eachAnnual Period are as indicatedbelow:

|              |  |        |  |                            |  |        |  |        |  |  |  |  |  |  |  |  |  |  |
|--------------|--|--------|--|----------------------------|--|--------|--|--------|--|--|--|--|--|--|--|--|--|--|
| AnnualPeriod |  | Year   |  | MinimumNetSales*Thresholds |
|         |  |   |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  |   |  |                       |  |   |  |   |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  |   |  |                       |  |   |  |   |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
| ***          |  |   |  |                       |  |   |  |   |
| ***          |  | ***    |  | ***                        |  | ***    |  | ***    |
|              |

|   |                                                          |
|---|----------------------------------------------------------|
| * | For purposes of calculating Net Sales for theMNST's, *** |

If Licensee fails to attain the minimumnet sales 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.

ARTICLE III.    SALES

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

3.2    Deliberately Omitted.

3.3    Sales to CKI and its Employees.    The Licenseeshall be obligated to sell Licensed Products to CKI, its Affiliates andits third-party store licensees, for sale and distribution by (i) CKIand its Affiliates through CKI Stores, via E-Commerce, or otherwise; or(ii) by its third-party store licensees, through the stores of suchlicensees. The Licensee acknowledges and agrees that such sales ofLicensed Products shall be in quantities designated by CKI, itsAffiliates, or reasonably required by its licensees, as the case maybe, 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 in § 4.1.1."Affiliates" of any party means allindividuals and business entities, whether corporations, limitedliability companies, partnerships, joint ventures or otherwise, whichnow or hereafter control, or are controlled, directly or indirectly, bysuch party, or are under common control with such party.

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     CONFIDENTIAL TREATMENT

4.1.1    PercentageFees.     In respect of each Annual Period or portion thereofduring the License Period, the Licensee shall pay CKI Percentage Feescomputed*******as follows:

|                   |  |     |  |     |  |  |  |  |  |  |
|-------------------|--|-----|--|-----|--|--|--|--|--|--|
| AnnualPeriod/Year |  | *** |  | *** |
| ***               |  | *** |  | *** |
| ***               |  | *** |  | *** |
| ***               |  | *** |  | *** |
| ***               |  | *** |  | *** |
| ***               |  | *** |  | *** |
|                   |

|   |                                                                                                          |
|---|----------------------------------------------------------------------------------------------------------|
| * | The rates applicable to *** as defined herein shallbe as noted, provided that in each such case such *** |

|  |                                                                         |
|--|-------------------------------------------------------------------------|
|  | For sales directly at *******, as noted in §1.2.1 or § 1.2.3. |

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

|  |                                                           |
|--|-----------------------------------------------------------|
|  | Percentage Fees shall be accounted for and payable******* |

4.1.2    Gross and NetSales.     "Gross Sales"means*******"Net Sales"

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 Guaranteed Fees" or"MGF's")*******

|                               |  |                                  |  |                                                                          |  |                               |  |  |  |  |  |  |  |  |
|-------------------------------|--|----------------------------------|--|--------------------------------------------------------------------------|--|-------------------------------|--|--|--|--|--|--|--|--|
| AnnualPeriod/Year             |  | MinimumGuaranteedFee (MGF) (US$) |  |              |
|                          |  | ***                              |  | ***                                                                      |  | ***(TBD Separately from Asia) |
| 1(2006)                       |  | ***                              |  | ***                                                                      |  |                          |
| 2(2007)                       |  | ***                              |  | ***                                                                      |  |                          |
| 3(2008)                       |  | ***                              |  | ***                                                                      |  |                          |
| 4(2009)                       |  | ***                              |  | ***                                                                      |  |                          |
| 5(2010)                       |  | ***                              |  | ***                                                                      |  |                          |
| 6 through10(2011through2015)  |  | ***                              |  | ***                                                                      |  | *                             |
| 11through 15(2016through2020) |  | ***                              |  | ***                                                                      |  | *                             |
| 16through 20(2021through2025) |  | **                               |  | **                                                                       |  | **                            |
| 21through 25(2026through2030) |  | **                               |  | **                                                                       |  | **                            |
| 26through 30(2031through2035) |  | **                               |  | **                                                                       |  | **                            |
| 31through 35(2036through2040) |  | **                               |  | **                                                                       |  | **                            |
| 36through 41(2041through2046) |  | **                               |  | **                                                                       |  | **                            |
|                          |  |                             |  |                                                                     |  |                          |
|                          |  | ***                              |  |                                                                     |  |                          |
|                               |

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     CONFIDENTIAL TREATMENT

4.1.4    Allocation ofMinimum Guaranteed Fees and Percentage Fees.     For purposes ofCKI internal allocation, *** of the Minimum Guaranteed Fees and *** ofthe Percentage Fees shall be allocated as a royalty for the use of theLicensed Mark and the remaining *** shall be allocated as"fees" for the design, including the reviewsand approval procedures, and other overall services under or relatingto the Agreement.

4.2    Statements.    Quarterlywithin each Annual Period 30 days in arrears, the Licensee shalldeliver to CKI *******or in such simplified format as may be agreedto by the parties, signed by the*******stating that the Licenseeis in compliance with the terms and conditions hereof and settingforth*******Licensee will use all reasonable efforts to provideLicensor with *** Within 90 days of the end of each Annual Period, theLicensee shall also deliver to CKI a *** and in accordance with theprovisions hereof. Receipt or acceptance by CKI of any statementfurnished, or of any sums paid by the Licensee, shall not preclude CKIfrom questioning 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, andunder the laws thereof ("GAAP"). CKI and itsduly authorized representatives shall have the right, upon reasonableprior written notice from CKI and during normal business hours, onceduring each Annual Period and for three years after such Annual Period,to examine and copy said books and records and all other documents andmaterials in the possession of and under the control of the Licenseewith respect to all transactions arising out of or relating to thisAgreement (such audits are to be completed within 6 months ofcommencement, provided Licensee and its accountants promptlyrespond fully and completely to all inquires of CKI, including allbooks, records, back-up, answers to question and other reasonablerequests, and afford CKI and its representatives entry andaccommodations at all times during such period). Each AnnualPeriod shall be subject to audit once (and when finalized asprovided hereunder, not subject to additional audits under thisAgreement (except CKI's shareholders)). The exercise by CKI ofany right to audit at any time or times or the acceptance by CKI of anystatement or payment shall be without prejudice to any of CKI'srights or remedies. (Nor will any acceptance of audit results affect orlimit any rights of CKI as a shareholder.) The Licensed Products shallbe assigned style numbers unique from any other products the Licenseemay manufacture or sell. The style number assigned to each LicensedProduct shall be identical to the style number utilized to identify theLicensed Product in all of the Licensee's books and records. Alldocuments evidencing the sale of Licensed Products shall state thestyle number of each such Product. The Licensee shall not use termssuch as "assorted" or"irregular" without a style specificationwith respect to the Licensed Products. Once finalized and all disputesresolved, as provided hereunder and under § 4.4, results shall bebinding on both parties under this Agreement.

4.4    Underpayments.     If, upon any examination ofthe Licensee's books and records pursuant to § 4.3, CKIshall discover any Fee underpayment by the Licensee, the Licensee willmake all payments required to be made to correct and eliminate suchunderpayment within 10 days of CKI's demand together withinterest thereon. In addition, if said examination reveals a Feeunderpayment of *******or more for any Annual Period, the Licenseewill reimburse CKI for the reasonable out-of-pocket cost of saidexamination within 10 days of CKI's demand. In the event Licenseedisagrees with any finding underlying CKI's demands, it shall sonotify CKI within 15 business days of demand, with reasons andspecifics as to why. The parties will then promptly meet and fullyco-operate on a continuing, best-efforts basis to present any"counter finding" or other back-ups and ingood faith resolve the same before payment is due. Notwithstanding theforegoing, if such dispute remains unresolved within 90 days ofLicensee's receipt of CKI's initial demand (unless extendedby CKI) despite and provided CKI has used good faith best efforts toresolve within said time period, CKI's last demand or finaldemand as may have been revised during such post audit meetings ordiscussions shall apply, and Licensee shall promptly remit such amounts(and interest).

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     CONFIDENTIAL TREATMENT

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 NetSales made in a currency other than US $ dollars (and certain otheramounts provided for or contemplated under this Agreement), ifapplicable, shall be computed on the basis of the conversion rate ofthe currency in which the sale or other transaction occurred into US $dollars in effect, as published in the Wall Street Journal, as of theclose of business on the last business day of the relevant quarterlyperiod during 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 amounts for payment to the appropriate governmentalauthorities, the Licensee will supply to CKI the official receiptsevidencing payment therefore, promptly upon receipt (as notedin §4.8).

4.6    Interest on Late Payment.    In addition to any other remedy available to CKI, if any payment dueunder this Agreement is delayed for any reason, including, withoutlimitation, as a result of any Fee underpayment, interest shall accrueand be payable, to the extent legally enforceable, on such unpaidprincipal amounts from and after the date on which the same became due,at the rate of *******

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

4.8    Taxes.     The Licensee will bear all taxes,duties and other governmental charges in the Territory relating to orarising under this Agreement, including, without limitation, any stateor federal income taxes on the Licensee (except withholding taxes onFees due CKI and taxes on CKI's income), any stamp or documentarytaxes or duties, turnover, sales or use taxes, value added taxes,excise taxes, customs or exchange control duties or any other chargesrelating to or on any Fee payable by the Licensee to CKI. The Licenseeshall obtain, at its own cost and expense, all licenses, FederalReserve Bank, commercial bank or other bank approvals, and any otherdocumentation necessary for the importation of materials and Productsand the transmission of Fees and all other payments relevant to theLicensee's performance under this Agreement. If any tax orwithholding is imposed on Fees, that is, and to the extent it maybecome applicable, when or where payments of Minimum Guaranteed Feesand/or Percentage Fees are made directly to CKI from any jurisdictionoutside the United States, the Licensee shall compute and pay on behalfof CKI all withholding taxes which any governmental authority in theTerritory may impose on CKI with respect to the Fees paid by theLicensee to CKI. The amount of such taxes shall be appropriatelydeducted from payments, and immediately paid to suchgovernmental authorities. Such amounts shall not be held inreserve by Licensee pending later due dates. The Licensee shall obtainand provide certified proof of the tax payment of the amount withheld,and promptly transmit it to CKI. In the event such taxes are not paidwhen due, all resulting penalties and interest shall be borne by theLicensee.

4.9    Financial Statements.     Licenseeshall deliver to CKI,:

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

    Financial Covenants.     Licensee (and its parentWarnaco Inc.) will *******

Licensee will immediately upon theoccurrence of any default deliver a certificate by its Chief FinancialOfficer setting forth the details of any such default and action theLicensee is taking or proposed to take with respectthereto.

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     CONFIDENTIAL TREATMENT

ARTICLE V.    ADVERTISING ANDPROMOTION

5.1    Advertising.    

5.1.1    Initial Support/Reimbursement.    Deliberately Omitted.

5.1.2    AdvertisingObligation.    For each Annual Period, the Licensee shall remitto CKI an amount (the "AdvertisingObligation" or "Minimum AdvertisingExpenditure," a/k/a"MAE") equal to*******

|                   |  |                                    |  |  |  |  |
|-------------------|--|------------------------------------|--|--|--|--|
| AnnualPeriod/Year |  | MinimumAdvertisingExpenditure(US$) |
| ***               |  | ***                                |
| ***               |  | ***                                |
| ***               |  | ***                                |
| ***               |  | ***                                |
| ***               |  | ***                                |
|                   |

TheLicensee shall pay to CKI in respect of the Advertising Obligation foreach Annual Period, no later than*******CKI shall use theAdvertising Obligation, in its sole and absolute discretion, inconnection with the advertising, marketing and promotion of theLicensed Mark and the Licensed Products. Although the final decision asto the advertising program's form, content and placement mustremain with CKI, CKI agrees to consider Licensee's input andagrees that prior to the commencement of each campaign season, CKI andCRK will meet and listen to Licensee's needs and overallstrategy, and CKI and CRK will also review CRK's concepts for theupcoming season with Licensee. (Although CRK will give reasonableconsideration as to Licensee's input, decisions will be inCKI's sole discretion and based on CKI's subjectiveaesthetic judgement and other considerations.) If there are materialchanges to what CKI, CRK and Licensee discussed at the beginning of theseason by CKI, CRK will apprise Licensee of the same. *******

5.1.3    CRK Fee.     As the advertising agencyheretofore responsible for advertising campaigns relating to" Calvin Klein" and Licensed Mark activities,CRK Advertising ("CRK"), a divisionof CKI, has developed certain expertise regarding the image of theLicensed Mark.*******Notwithstanding anything to the contrary inthe foregoing, in no event shall CKI require the Licensee to ***

5.1.4    Co-operative Advertising and PublicRelations.     *******All Co-operative Advertising shall be(i) in accordance with the parameters reasonably promulgated by CKIfrom time to time, including, without limitation, creative, as approvedby CKI, as well as the Licensed Products presented in such Co-operativeAdvertising, and timing and applicable placement (the publication aswell as the particular location within the publication) (sometimesreferred to as a "media plan"), and (ii)subject to CKI's approval as provided in § 5.1.3. TheLicensee shall be obligated to notify its accounts of theserequirements and ensure their compliance with such requirements,including obtaining CKI's approval prior to use. The Licenseeshall provide CKI with*******

For purposes of this Agreement"Co-operative Advertising" meansadvertisements by or in connection with retail accounts in localpublications, such as newspapers and certain approved retail catalogs(for Calvin Klein Bridge Stores), if any, which CKI may specificallyapprove in writing after viewing the same), and applicable"sharing" of expenses by such retail accountwith the Licensee, by way of advertising reimbursements, credits,charge-backs, or payments, only. Expenditures for"co-op" advertising not included within thedefinition hereunder or not in compliance with CKI's parameterswill not constitute a "qualified" expenditurefor Co-operative Advertising hereunder.

"Co-operative Advertising" does notinclude and shall not consist of advertisements in trade publications(except for certain prestigious fashion trade publications as may beapproved by CKI in writing on a case-by-case basis) or any expenses orcosts of (without limitation) packaging, fixturing, display materials,point-of-sale ("POS") or point-of-purchase("POP") materials, or advertising or selling

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     CONFIDENTIAL TREATMENT

materials or"tools" or seminars or training sessions,in-store merchandising contributions or sharing of expenses, or anyother selling or merchandising expenses or events, or any promotionalmaterials, events or activities, such as press kits, goody bags(gifts), or any consumer advertising.

Public Relations events,activities and efforts shall include editorial coverage in prestigiousfashion magazines, launch events for press, editors, buyers, fashionshows or trunk shows ("mini" fashion shows atkey retail stores), and involvement with highly publicized events suchas "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 Fee shall beapplied on actual services and materials developed, produced orprovided 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 relations department(to be provided or responded to promptly (as per § 6.5) and not tobe unreasonably delayed). After any such approval, the Licensee willnot modify the approved material or activity in any material respectunless such modification is specifically approved by CKI's publicrelations department. Any advertising marketing or promotional orpublic relations activity, event or effort shall be reviewed with andapproved by CKI in advance (not to be unreasonably delayed). Allmaterials bearing the Licensed Mark, including, without limitation, alladvertising, promotional materials, packaging and collateral (e.g., POPor POS materials) shall be subject to CKI's approval (not to beunreasonably delayed), and developed by CKI or pursuant to CKI'sdirection.

5.4    Samples.     The Licensee shallprovide to CKI, ******* in the promotion of Licensed Products,including advertising shoots, public relations promotions, editorialpromotions, press coverage and celebrity use, including where needed inadvance of regular production cycles (e.g., fashion shows,merchandising displays within showrooms, advertising shoots). LicensedProducts which constitute celebrity, editorial and/or public relations"samples" which are gifted to recipientwithout cost, by Licensee ******* Included in such"Promo Articles" shall be a reasonable numberof Licensed Products to be provided to CKI (CRK) for its use forparticular celebrity "individuals" and pressor editorial recipients, as requested and/or specified by CKI,*******

If and to the extent tax forms evidencing the valueof 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 thedistinctiveness of the Licensed Mark and the image and high quality ofthe goods and merchandise bearing the Licensed Mark presentlymanufactured and sold by CKI and its other licensees, and theprestigious marketing of same as presently maintained by CKI and itsother licensees. The Licensee agrees that all Licensed Productsmanufactured or sold by it will be of high quality as to workmanship,fit, design and 

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     CONFIDENTIAL TREATMENT

materials, and shall be at least equal inquality, workmanship, fit, design and material to the samples ofLicensed Products submitted by the Licensee and approved by CKIpursuant to § 6.2.6. All manufacturing and production shall be ofa quality in keeping with the prestige of the Licensed Mark. Inaddition, the Licensee agrees that it will only use the Licensed Markin the form thereof then approved by CKI, and that all LicensedProducts shall bear the Licensed Mark in such approved form. CKI shallgive the Licensee reasonable prior notice of any change in the form ofthe Licensed Mark and shall permit the Licensee to use a supercededform of the Licensed Mark for up to 6 months in order to enable theLicensee to sell inventory, complete and sell work-in-process, and todeplete inventories of labels, tags, packaging, and other materialsbearing the Licensed Mark. In the event CKI elects to change the formof the Licensed Mark, the Licensee's obligations in respect tothe image 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, CKI mayprovide 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 label stock.

6.1.1    Consistency with Other Products.    The Licensed Products hereunder are among a range of lines ofmen's, women's, boys' and girls' apparel andaccessories products which are produced and/or sold by CKI, itslicensees and other duly authorized parties under the Licensed Mark andother related trademarks. In order to provide for consistency in scope,and to prevent confusion in the market, the Licensee agrees to usecommercially 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    Time and Action Calendar.     TheLicensee shall prepare, for the Licensed Products, and at least 60 daysprior to the commencement of each Annual Period, shall deliver to CKIfor its approval (reasonably exercised within the standard designpolicy and procedures of CKI and timing, development and production andplacement schedules), a proposed time and action calendar("Time and Action Calendar") for theCollections to be developed during such Annual Period;provided; however, that the Time and Action Calendarfor the first Annual Period shall be delivered for approval no laterthan the date of execution hereof. The substance and format of eachTime and Action Calendar shall be as approved by CKI from time to time.In accordance with each Time and Action Calendar, and at least 60 daysbefore the development stage of any Collection, the Licensee willprovide a merchandising plan setting forth for each Product categorythe number of styles, estimated unit production, in-store deliverydates, target manufacturer's suggested retail price, targetmarket segment and, where applicable, historical sales statistics forCKI's review and approval.

6.2.2    Themes.     The Licensee shallmaintain during the License Period a design staff capable of timelydeveloping seasonal collections of Licensed Products pursuant to theTime 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,the Licensee shall create, develop and present for CKI's reviewand approval, a program in a tangible illustrative format of designthemes and concepts ("DesignConcepts") with respect to the proposed designs forthe applicable Collection, together with relevant trims, samples offabrics and other components. The Licensee shall 

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present the Design Concepts to CKI in a"Design Concepts Presentation Meeting", thepurpose of which is to provide CKI with a clear and concreteunderstanding of the themes, fabrications, styles, attitude anddirection of such Collection through the use of either design boards,sketches and/or "rigs" as well as samples oftrim, fabrics and other components in each of the Licensee'ssuggested colors and qualities, also swatches, yarns and illustrationssufficient to give CKI a clear understanding of the particular Productsand components the Licensee wishes to develop based upon approvedDesign Concepts. CKI shall, within 10 business days from presentationof the Design Concepts identified at the Design Concepts PresentationMeetings approve or disapprove and/or provide suggestions,modifications or recommendations, as determined by CKI in its sole andabsolute discretion. Any Design Concept which is not rejected orrequired to be modified within such 10 business day period shall bedeemed approved. Any Design Concept or component thereof presented,initiated or submitted by CKI to Licensee to be included in theapplicable Collection shall be included in the Approved Design Conceptsexcept as otherwise may be agreed by CKI. All approved and deemedapproved Design Concepts are referred to herein as the"Approved Design Concepts." TheLicensee shall provide CKI with a photographic record, duplicate"boards" or such other comparable methodacceptable to CKI, of the Approved Design Concepts so that CKI has ameans to verify compliance with the Approved Design Concepts atsubsequent stages of the approval process, within 10 business daysafter approval of the Approved Design Concepts. The Licensee shall have10 business days to resubmit for CKI's approval any DesignConcept to which CKI directed modifications to be made. If anyresubmitted Design Concept, as changed, does not strictly conform toCKI's request for changes, and such strict conformity cannot beobtained after one resubmission, such Design Concept shall not becomean Approved Design Concept. No Licensed Products (including samples)shall be distributed and/or sold by the Licensee unless such LicensedProducts are in substantial conformity with Approved Design Concepts.Approved Design Concepts shall only be deemed approved for the specificCollection for which they have been submitted and approved, unless CKIagrees otherwise in writing.

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

6.2.5    CKI Designs.     CKI may provide theLicensee with creative concepts and fashion direction as to eachCollection, including recommendations as to color, material, design andstyling of Products and such additional design assistance includingsketches, samples, suggestions or other information or data as CKIdetermines in its sole discretion. For each Collection, the Licenseeshall utilize substantially all of the designs, fabrics, trim or othermaterial submitted or approved by CKI and shall produce on a timelybasis 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 style of Productin representative fabrications or those fabrications specificallyrequested by CKI), along with swatches and samples of sufficient sizein order to determine hand and/or other aspects related to the Productsthat the Licensee proposes to include in such Collection, forCKI's approval. No previously approved Licensed Products shall beincluded in a subsequent Collection unless and only if presented forinclusion and approved by CKI for such subsequent Collection. CKI shallhave the right to approve or disapprove of any or all aspects of eachprototype and to require modifications to meet its requirements forapproval. Notwithstanding such requirements or approvals, allresponsibility (and liability) for the merchantability, fit andtechnical 

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requirements of such Licensed Products isand will belong to Licensee. If CKI disapproves any proposed carryoverof 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."). TheLicensee shall provide CKI with a photographic record of all ApprovedPrototypes for each Collection, and also, the Licensee shall promptlyprovide CKI, with a record of the use (i.e., the factory location inwhich each prototype will be used to produce the specific LicensedProducts) of the Approved Prototypes, which shall include notification(i.e., e-mail, fax, modified purchase order to factory producing theparticular item of Licensed Product) and evidence (e.g., in theform of duplicate or modified prototype) of any changes required byCKI. CKI may request that prototypes be developed in a standard size orto provide CKI with a variety of sizes and styles, covering thespectrum, to assure itself of "fit" andsizing.

6.2.7    Final Approval andSales.    The final composition of each Collection shall bedetermined and agreed upon by the Licensee and CKI, and is subject tothe approval of CKI, upon presentation and edit of the sample lineproduced from Approved Prototypes for technical quality and finalediting purposes. Thereafter, the Licensee shall timely sell, market,produce and ship such Collection based on the Approved Prototypes.

6.3    Manufacture of Licensed Products by ThirdParties.     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-PartyManufacturing Agreement"), substantially in the formof Exhibit 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, inthe judgement (which shall include subjective aesthetic considerationsand standards) 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 bedisposed of in a way which shall not reduce the value of the LicensedMark or detract from its reputation, which may include, withoutlimitation, 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 Productsthat are not consistent with approved quality 

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standards and the approved prototypes and/orto purchase at the Licensee's expense any such Licensed Productsfound in the marketplace. *******

6.5    Approvals.     All approvals by CKI requiredunder this Agreement must be obtained in advance of use of the itemsubject to approval, which approval must be in writing from CKI to theLicensee. Except as otherwise expressly provided hereunder, asubmission for approval shall be deemed approved unless CKI delivers anotice of disapproval within 10 business days after its receipt of awritten request for approval (together with the submission as well asall information, details and specifications reasonably necessary toreview, determine and provide an approval). All matters requiringapproval of CKI shall be granted or withheld in the sole and absolutegood-faith discretion of CKI and may be based solely on CKI'ssubjective aesthetic standards. CKI shall provide an explanation fordisapprovals, unless such disapproval reflects an issue of taste orsubjective judgement. CKI has no obligation to approve, review orconsider any item which does not strictly comply with the requiredsubmission procedures. Approval by CKI shall not be construed as adetermination that the approved matter complies with all applicableregulations and laws. No disapproved item shall be manufactured, sold,used, distributed or advertised by the Licensee under the LicensedMark. The Licensee may revise any disapproved item and resubmit it. TheLicensee must strictly comply with all of CKI's decisions. CKImay amend the approval forms as appropriate. Otherwise, the parties maymutually agree to amend the approval forms as they deem appropriate. Inthe event that it is reasonably necessary for CKI to do on-siteapprovals, the Licensee shall pay any and all reasonable expenses andairfare incurred by CKI with respect to such on-site approvals. CKI toprovide Licensee with advance notice as to any such trips oranticipated on-site approval situations to reasonably co-ordinate withLicensee.

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

6.7    Inspection of Facilities.     CKI and its dulyauthorized representatives shall have the right, during normal businesshours and upon reasonable notice, to inspect all facilities utilized bythe Licensee (and its contractors and suppliers to the extent theLicensee may do so) in connection with the manufacture, sale, storageor distribution of Licensed Products, and to examine the LicensedProducts in the process of manufacture.

6.8    Samples andArtwork.     CKI may make available to the Licensee certainsamples, designs, colors, fabric samples, tags, labels, packaging,catalogues and artwork available to CKI, and the cost of providing suchmaterials shall be borne by the Licensee at prices equal to CKI'scost (A) as may be requested by Licensee or (B), in the case of"multi-regional" items which CKI requires tobe utilized 

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amongst its multiple licensees for LicensedProducts, not to exceed $25,000 per annum without the Licensee'sprior consent. The payment for these already"developed" materials are separate and apartfrom the payment of any CRK fee for the development of such samples,designs, colors, fabric samples, tags, labels, packaging, cataloguesand artwork directly for Licensee for each Collection of Articles whichshall also be borne by Licensee. All right, title and interest in andto samples, sketches, designs, and other materials furnished to theLicensee or submitted by CKI in connection with the Licensed Products,including any modifications or improvements thereof which may becreated by CKI, shall remain the sole property of CKI as between theLicensee and CKI, and are "licensed"hereunder solely and exclusively for use in connection with themanufacture, sale, distribution and promotion of Licensed Products inthe Territory.

6.9    Know-how.     The Licenseeshall have the right to request visits to CKI's offices orshowrooms to meet with its personnel, in order to obtain additionalknow-how and assistance, all as and only as CKI deems appropriate. Thescheduling of such visits shall be at times mutually convenient to theparties hereto. In connection with such visits, the Licensee shall bearall expenses of the Licensee's representatives.

6.10    Meetings.     CKI may from time to time holdmeetings of CKI's licensees. The Licensee shall, upon receipt ofreasonable notice, attend such meetings at its own expense but shallnot be required to attend more than two such meetings per year.

6.11    Design Direction.     The designs of theLicensed Products shall at all times be consistent with CKI'sdesign aesthetic for the Licensed Mark. CKI may submit samples to theLicensee of or for products it deems to be core to the image of theoverall "CALVIN KLEIN" trademark and/orproduct lines, and the Licensee shall develop Licensed Products basedthereon and shall use commercially reasonable efforts to marketsame.

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 of CKI'sdesign rights. All designs used by the Licensee for the LicensedProducts, except with respect to Excluded Designs, shall be usedexclusively for the Licensed Products and may not be used under anyother mark, whether during the License Period or any time thereafter,without the prior written consent of CKI. The Licensee shall discloseand freely make available to CKI any and all developments orimprovements it may make relating to the Licensed Products and to theirmanufacture, promotion and sales, including, without limitation,developments and improvements in any machine, process or productdesign, that may be disclosed or suggested by CKI or regarding anypatent or trademark which the Licensee is entitled to utilize."Excluded Design" means a design (i)submitted by the Licensee and not approved by CKI; (ii) notdistinguishable from similar generic products generally available inthe marketplace; or (iii) not distinguishable from a product which haspreviously appeared in the Licensee's product line and theLicensee advised CKI of such condition at the time of submission. Inthe event of clause (i) or (iii) above, the Licensee shall retain titleto such designs but shall permit CKI to use such designs during theTerm of this License Agreement. CKI may use and permit others to usesaid designs and other materials in any manner it desires, providedthat such use does not conflict with any rights granted the Licenseehereunder or belonging to Licensee. The Licensee specificallyacknowledges that such designs and other materials may be used by CKIand its Affiliates and other licensees of CKI and its Affiliates onLicensed Products in jurisdictions outside the Territory and onproducts other than Licensed Products anywhere in the world, subject tothe limitations described herein. Notwithstanding the foregoing, CKIshall not acquire any ownership interests in any patents, trademarks orcopyright rights owned or commissioned by Licensee and utilized formultiple or other than Licensed Products, but utilized as well inconnection with the Licensed Products.

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

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6.14    Disposal of Seconds andClose-Outs.     Seconds and Close-Outs sold by the Licensee maybe sold only to Approved Accounts and Approved Seconds and Close-OutsAccounts, including those customers identified on Schedule 6.14.Whenever the Licensee shall wish to sell Seconds and Close-Outs tocustomers not previously approved by CKI, the Licensee shall submit toCKI a written list of the proposed customers for Seconds and Close-Outsfor CKI's prior written approval. The proposed customers approvedfrom such list, together with the customers listed on Schedule6.14, are referred to as the "Approved Secondsand Close-Outs Accounts." 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 of approval.

6.14.1    Seconds.     The Licensee shall onlysell Licensed Products which are damaged, imperfect, non-first qualityor defective goods ("Seconds") in away which shall not *******Notwithstanding anything to thecontrary,*******

6.14.2    Close-Outs.    *******

6.15    Standards of Conduct .    

6.15.1    Standards.     The Licenseeacknowledges that CKI is a wholly owned subsidiary of Phillips-VanHeusen Corporation ("PVH"). TheLicensee acknowledges that it has received copies of, read andunderstands PVH's publication "A Shared Commitment– Requirements for Suppliers, Contractors, BusinessPartners" and PVH's "Statement ofCorporate Responsibility." The Licensee shall conduct itsbusiness in compliance with the moral, ethical and legal standards setforth in such publications, as the same may from time to time berevised by PVH upon reasonable notice to the Licensee (the"Standards") and shall cause allmanufacturers, contractors and suppliers which manufacture LicensedProducts or from whom the Licensee obtains Licensed Products ormaterials for the manufacture of Licensed Products to abide by theStandards.

6.15.2    Audit Requirement.    For each 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 as ExhibitE 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 approval by PVHas of such date, Licensee will not place any new orders in suchfacility and will only use the facility to fulfill currently existing,non-cancelable orders. Licensee will stop producing in such facilitystarting from the immediately subsequent season. All audits shall beconducted at the Licensee's sole expense. All support to be givenby PVH will be at PVH's expense.

Notwithstanding anythingto the contrary contained in this §6.15.2, *******

6.15.3    Approval.     A comprehensive auditreport prepared by the auditor shall be provided to PVH, attention thedirector of PVH's Human Rights Program Department, promptly uponits 

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completion. PVH shall have 30 days from itsreceipt of an audit report to notify the Licensee: a) of its approvalof the audited facility either (i) fully without remarks; or (ii) withrequest to 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 anaudit report for a facility that evidences compliance with theStandards and PVH approves such facility, the facility shall not beused for the production of Licensed Products. If the Licensee uses afacility that has not been approved in accordance herewith, failstimely to cause an approved auditor to submit to PVH an audit reportevidencing continued compliance with the Standards when a re-audit of afacility is required in accordance with the terms hereof or if theLicensee or any of its manufacturers, contractors or suppliers withrespect to Licensed Products shall, in PVH's sole determination,fail to abide by the Standards, CKI's sole remedy with respect tosuch breach of this § 6.15.4, to the extent that CKI is nototherwise damaged as a result of such breach, shall be to terminate theLicense and all of the other rights granted to the Licensee under thisAgreement, as provided in § 8.3 below. Nothing in this §6.15.4 shall be deemed to confer third-party beneficiary rights uponany person, corporation, partnership or other entity.

6.16    Personnel.     Licensee shall perform itsobligations hereunder through a separate sub- division of the Licenseeexclusively dedicated, and the employees of which shall be dedicated tothe performance of the Licensee's obligations hereunder;provided, however, that financial, logistics and other back-officesupport need not be exclusive, except with respect to operations ofother licenses with CKI. Licensee shall employ, on an exclusivelydevoted basis (to operations hereunder and to operations under the CKIJeans License and CKI Jeans and "bridge"Accessories Licenses), a "President" who issubject to the initial reasonable approval of CKI, as is any successorthereto, as well as other personnel as may be needed to successfullyexploit the business. Managing Directors may be substantially devotedto the operations hereunder as well as to other Fingen S.p.A. andaffiliated entities, business and operations. Such personnel wouldinclude sales, merchandising, technical, product development and otherproduction, visual display, quality control and retail developmentpersonnel. CKI may, on an ongoing basis, advise Licensee of anyproblems or difficulties, if any, it may be experiencing, and Licenseewill use all reasonable efforts to address any such concerns toCKI's reasonable satisfaction.

ARTICLE VII.    THELICENSED MARK

7.1    Rights to the LicensedMark.    

7.1.1    Ownership of LicensedMark.     The Licensee acknowledges that the Calvin KleinTrademark Trust ("CKTT") is theowner, and CKI is the beneficial owner, of all right, title andinterest in and to the Licensed Mark, and to any variant, modificationor embodiment thereof, for Products in the Territory; and that CKTT andCKI also own the goodwill related to such marks and to the business andgoods in relation to which such marks have been or will be used. TheLicensee will not at any time directly or indirectly do or suffer to bedone any act or thing that might in any way adversely affect any rightsof CKTT or CKI in and to any of such marks, any registrations thereofor any applications for registration thereof, or which might reduce thevalue thereof or detract from their reputation, image or prestige ofthat of CKTT, CKI or Mr. Calvin Klein. Sales by the Licensee shall bedeemed to have been made by CKTT for purposes of trademark registrationand all uses of the Licensed Mark by the Licensee and any and allgoodwill generated by use of the Licensed Mark shall inure to thebenefit of CKI and CKTT.

7.1.2    No AdverseActions.     The Licensee shall not, at any time, do, orotherwise suffer to be done, any act or thing which may at any time, inany way, adversely affect any rights of CKI or CKTT in and to theLicensed Mark or any registrations thereof or which, directly orindirectly, may reduce the value of the Licensed Mark or detract fromits reputation. The Licensee shall not file or prosecute a trademark orservice mark application or applications to register the Licensed Markor any trademark, 

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name or other mark confusingly similarthereto in respect of the Licensed Products or any other goods orservices in the Territory or elsewhere. The Licensee shall not, duringthe term of the License Period or thereafter, (i) contest CKTT'sor CKI's title, right, ownership or other interest in or to theLicensed Mark in any jurisdiction or attack the validity of the Licenseor the Licensed Mark or (ii) contest the fact that the Licensee'srights under this Agreement (a) are solely those of a manufacturer,licensee and, if appropriate, distributor; and (b) subject to theprovisions of § 8.5, cease upon termination of the LicensePeriod.

7.1.3    Registrations.     TheLicensee acknowledges and agrees that CKTT, as the sole and exclusiveowner of the Licensed Mark, has the exclusive right to apply forregistrations and to extend appropriate registrations of the LicensedMark for all categories of goods, including, without limitation, theProducts. CKI, on behalf of CKTT, shall maintain at its expense and asdetermined by CKI consistent with its past practice the registrationsfor the currently existing Licensed Mark in the Territory with respectto Products. The Licensee agrees to cooperate with CKTT and/or CKI inthe preparation, filing and prosecution of applications forregistration, or extensions of existing registrations, or otherdocumentation relative to the Licensed Mark. CKI represents that CKTThas applications and registrations for the " CALVINKLEIN" mark for products in International Class 18(leather accessories) in a number of jurisdictions in the Territory, asper schedule to be attached.

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

7.2    Protecting the Licensed Mark.    The Licensee shall cooperate fully and in good faith with CKI and CKTTfor the purpose of securing, preserving and protecting CKTT's andCKI's rights in and to the Licensed Mark and any secondarytrademark that the Licensee may develop and use with the approval ofCKI. Any such secondary mark will be owned by CKTT. At the request ofCKI, the Licensee shall execute and deliver to CKI any and alldocuments and do all other acts and things which CKI and/or CKTT deemsnecessary or appropriate to make fully effective or to implement theprovisions of this Agreement relating to the ownership or registrationof the Licensed Mark, including, without limitation, informationregarding use and supporting documentation therefore, as well aslabels, 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 LegalRequirements.     The Licensee will use the Licensed Mark in theTerritory strictly in compliance with the legal requirements therein.The Licensee shall duly display all other notices with respect to theLicensed Mark, on the Licensed Products and otherwise, as are or may berequired by the trademark laws and regulations applicable within theTerritory. Upon expiration or termination of the License for any reasonwhatsoever, the Licensee will execute and deliver to CKI any and alldocuments required by CKI.

7.3.2    Use with OtherName.     The Licensee shall not (a) co-join any name or nameswith the Licensed Mark, (b) use the name "CalvinKlein" or "CK" or"CK/Calvin Klein" or any portion orderivative thereof in its corporate name except as previously approvedor subsequently approved by 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 in connectionwith the Licensed Mark will be subject to the approval of CKI. If CKIapproves any use of the Licensed Mark in connection with theLicensee's corporate name, the Licensee will clearly indicatethat the Licensee is using the Licensed Mark pursuant to a license fromCKI as may be required by CKI. The Licensee will use such trade name todesignate the operations under this Agreement as is approved 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).

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7.3.3    Execution ofDocuments.     At CKI's request, the Licensee will executeany and all documents (including registered user agreements) and takeany actions required by CKI to confirm CKTT's ownership orCKI's beneficial ownership of the marks referred to in§7.1.1 and the respective rights of CKTT, CKI and the Licenseepursuant to this Agreement.

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

7.5    Infringements, Counterfeits and ParallelImports.    

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. Anydamages recovered or sums obtained in settlement in or with respect toany action shall (i) first be applied proportionately to reimburse CKIand the Licensee for the respective expenses incurred and actually paidby it and (ii) the balance, if any, shall belong and shall be paid overto, on a fifty-fifty basis, to CKI and the Licensee. In no event willany infringement by a third party justify the withholding of anypayment of Fee or other amount by the Licensee.

7.5.2    Counterfeits and ParallelImports.    

7.5.2.1    TheNetwork.     CKI currently maintains certain staff whichmaintains an enforcement network of attorneys, investigators andcustoms inspectors in the Territory (the"Network") to minimize and deter (i)the diversion into and sale within and from the Territory of products(including those which would correspond to Licensed Products)authorized for sale by its Affiliates and other licensees, which mayinclude, without limitation, unauthorized distribution of such productsby the manufacturers and subcontractors thereof("Parallel Imports") and (ii) theimportation into, or sale or manufacture within as well as from, theTerritory of counterfeit Licensed Products or infringing Products; ineach case subject to contributions from and reimbursement by variouslicensees (as well as other authorized users of the Licensed Mark andother marks of CKI and CKTT), and subject to applicable law. CKIgenerally requires, and will continue to require, its licensees intheir respective agreements to restrict exports from their respective"territories" (as per the final sentence of§ 1.1.2) in order to prevent importation of applicable merchandiseinto another licensee's "territory."The Licensee acknowledges and agrees that CKI is under no obligation tomaintain any such Network or other arrangement, and may curtail,modify, terminate or discontinue such Network in whole or in part atany time. For the time being, unless or until CKI otherwise determinesand so advises the Licensee in CKI's reasonable discretion, theLicensee will cooperate in such efforts as reasonably requested by CKI,and under procedures as CKI may agree upon with Licensee, and willtimely remit and/or, as applicable, promptly reimburse out-of-pocketexpenses reasonably incurred by CKI in such efforts (including, withoutlimitation, reasonable attorneys' fees and expenses) as follows:*******Upon the Licensee's request, CKI will meet with theLicensee to discuss CKI's enforcement activities and the costsassociated therewith.

7.5.2.2    Diversion.     The Licensee shalluse all commercially reasonable efforts to minimize and deter thediversion of Licensed Products for sale outside of the Territory,including, without 

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     CONFIDENTIAL TREATMENT

limitation, the unauthorized distribution ofLicensed 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 and expenses).

7.5.3    Criminal Proceedings.     CKI may, butneed not elect to, initiate criminal or civil actions against personsor entities outside the Territory seeking to manufacture counterfeitLicensed Products or sell or ship counterfeit Licensed Products intothe Territory (excluding, for this purpose, manufacturers orsubcontractors described in the definitions of Diversion or ParallelImports). The cost related to any such actions shall be borne entirelyby the Licensee, if the Licensee requests that such action be taken, orby CKI, if CKI determines to take such action.

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

7.5.5    Nature of Proceedings.     Whenever itis not readily apparent whether actions or proceedings involvecounterfeit Licensed Products, Parallel Imports or Diversion, CKI will,where practical and subject to time constraints, contact CKJE forinformation or input, and then reasonably determine the nature of suchitems in good faith (with all due caution as to ramifications oferroneous determinations as to whether"counterfeit" or not), taking into accountall relevant information provided by the Licensee.

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

7.6    Trademark Security.    

7.6.1    Counterfeit Protection.     TheLicensee shall use all commercially reasonable efforts to preventcounterfeiting of the Licensed Products. All Licensed Products shallbear and use any reasonable counterfeit preventive system, devices orlabels, provided that Licensee may decide in its own good faithdiscretion, which system, devise or labels to use.

7.7    Use of Licensed Mark on Invoices, etc.     Theuse of the Licensed Mark by the Licensee on invoices, order forms,stationery and related materials, in advertising in telephone or otherdirectory listings is permitted only upon CKI's prior writtenapproval of format in which the Licensed Mark is to be so used, thejuxtaposition of the Licensed Mark with other words and phrases, andthe specific trade name (and form and format thereof), the content ofthe copy and filing of a fictitious name certificate("d/b/a") or "tradename" certificate or notice, if using the Licensed Mark orportion (e.g., "CK") in such name (or otherregional notice of "trade" name or use of theLicensed Mark) as applicable, as approved by CKI.

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.

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     CONFIDENTIAL TREATMENT

ARTICLE VIII.    TERM ANDTERMINATION

8.1    Expiration.     The Licenseand, 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 thattermination of the License or other rights granted to the Licenseehereunder by CKI on any ground shall be without prejudice to any otherrights or remedies which CKI may have.

8.3    Right ofTermination of the License.     If any of the following groundsfor termination shall occur, CKI may elect, by written notice to theLicensee, to terminate

(A)    upon 20 business days noticeunless cured within such 20 business days in the case of any ofsubsections "(b)" through"(e)";

(B)    in the case ofsubsections "(f),""(g)," "(h)" (aloneor with other breaches or defaults), upon 30 business days notice(without any cure period); and

(C)    upon 25 business daysnotice, unless cured within such 25 business days, in the case ofsubsections "(l)" or"(m)" (provided not with otherbreaches or defaults under other noted subsections),

theLicense and other rights granted to the Licensee hereunder:

(a)    Deliberately Omitted;

(b)    TheLicensee shall repeatedly sell or distribute individual items ofLicensed Products (in other words, "apattern" of behavior), or shall sell at any time asignificant quantity of Licensed Products in breach of CKI'sreview and approval rights under § 6.2;

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

(d)    The Licensee shall sell or distributeLicensed Products to retailers not approved by CKI or disapproved byCKI in accordance with or otherwise in breach of §§ 6.13 or6.14 (unless such sale or distribution was inadvertent, and was of aninsignificant quantity of products or single or isolated account, andthe Licensee promptly represents to CKI in writing that steps to avoidsuch sales or distribution in the future are being taken (which stepsare to be delineated in such writing), and are deemed acceptable toCKI's reasonable satisfaction, and further provided that theLicensee does not repeat any such sales or distribution in breach of§§ 6.13 or 6.14 within the same Annual Period);

(e)    Underpayment by the Licensee of Fees (includingnon-timely (i.e., on or within 15 business days of the due date)payment of any installment of Minimum Guaranteed Fees orMAE hereunder) of 7.5% or more with respect to anyAnnual 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 between theparties, which is the subject of continuing good faith efforts to"resolve," not known to a responsible officeror other financial person, and promptly corrected as soon as"known" or so advised by CKI);

(f)    The Licensee institutes for its protection, or ismade a defendant, in any proceeding under bankruptcy, insolvency,reorganization or receivership law, or the Licensee is placed inreceivership or makes an assignment for benefit of creditors or is, orstates that it is, unable to meet its debts in the regular course ofbusiness, and such involuntary proceedings or receiverships are notdismissed or vacated within 60 days of filing or appointment;

(g)    Cessation by the Licensee of its business;

(h)    The Licensee assigns, attempts to assign (enteringinto a binding term sheet or contingent contract or agreement, not just"discussion")**,**sublicense (withoutCKI's consent), or otherwise transfers or attempts to transferany of its rights or obligations hereunder. Any such attempted orcompleted assignment, sublicense or transfer("Transfer"), whether voluntary orby operation of law, directly or 

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     CONFIDENTIAL TREATMENT

indirectly, will be void and of no force oreffect. For purposes of this Agreement, any transfer of all or acontrolling portion or a majority of the shares of the Licensee orother "CK" affiliates by CK Jeanswear N.V.,Fingen S.p.A., its affiliates, shall be deemed a transfer in violationof the terms hereof and prohibited as a"Transfer" hereunder. Prompt notice of anytransfer by CK Jeanswear N.V., Fingen S.p.A. or its affiliates (otherthan Calvin Klein, Inc. or its successors, assignees or transferees) ofmore than five percent (5%) (whether over a period of time orall at once) ("Notice"), shall be deliveredto Licensor**.**Notwithstanding anything herein contained, achange-of-control Transfer shall be permitted if in accordance with allof the applicable provisions of the CKI/CF Group Irrevocable Consent d.29 September 2005. In the event of any such CKI-permittedchange-of-control Transfer, the provisions hereof shall apply to any"successor in interest" permitted Transferee(except that Notice shall apply to any transfer of more than 35%of the Transferee)**.** Except as otherwise provided herein, thisAgreement shall inure to the benefit of and shall be binding upon theparties and permitted successors and assigns.

(i)    Achange, effect or circumstance occurs that is materially adverse to thebusiness, condition, operations, performance or properties ofLicensee's ability to perform timely its otherwise materialobligations under this Agreement, which would, with the normal passageof time, without cash infusion or other material improvement,result in liquidation, substantial discontinuance or even cessation ofbusiness ("Material Adverse Effect");

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

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

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

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

8.4    Termination With Notice and Right to Cure.    In the event of the failure by the Licensee to perform or observe anymaterial term or covenant or agreement contained in this Agreement,other than those specified in § 8.3, CKI may terminate the Licenseand the other rights granted to the Licensee under this Agreement bygiving notice of termination to the Licensee (a"Notice of Termination"), whichtermination shall become effective automatically unless the Licenseecompletely cures the breach within 30 days of the giving of the Noticeof Termination unless such cure cannot be completed within 30 days, inwhich case termination will not become effective so long as theLicensee is in good faith diligently and expeditiously attempting tocure such breach, only for up to, but not beyond, 90 days.

8.5    Effect of Termination.     Upon the expirationor termination of the License and the License Period for any reasonwhatsoever, all of the rights of the Licensee under this Agreementshall forthwith terminate and immediately revert to CKI; all Fees onsales theretofore made shall become immediately due and payable; theLicensee shall forthwith discontinue all use of the Licensed Mark,except that the Licensee may, on a non-exclusive basis, during theperiod (i) commencing on the date of the expiration of the LicensePeriod pursuant to § 2.1 or termination of the License because ofthe breach of § 3.2 and ending 4 months thereafter or (ii)commencing on the date of the termination of the License pursuant toclause (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 no event toexceed 6 months in aggregate) (the "DisposalPeriod"), consummate all sales of Licensed Productswhich were firm on the date of such expiration or termination and sellthe balance of the 

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     CONFIDENTIAL TREATMENT

Inventory not purchased by CKI within 45days following date of expiration or termination, and sold within theapplicable Disposal Period as provided in § 8.6;provided, however, that any advertising used duringthe Disposal Period shall be subject to CKI's prior writtenapproval and such disposition of the Licensed Products shall continueto be subject to the Licensee's obligations hereunder, including,but not limited to, payments to be made to CKI, and Fees with respectthereto shall be due on the last day of the Disposal Period. Withoutlimiting the generality of the first clause of this § 8.5, theLicensee acknowledges that activities, including sales during theDisposal Period, are on a non-exclusive basis. Subsequent to theDisposal Period or, if none, subsequent to such termination, theLicensee shall no longer use the Licensed Mark, any variation,imitation or simulation thereof, or any trademark similar thereto; andthe Licensee shall thereupon deliver to CKI, free of charge, allsketches, designs, colors and the like in its possession or control,designed or approved by CKI, and all Labels supplied by CKI in theLicensee's possession or control. CKI shall have the option,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 UponTermination.     Upon the expiration or termination of theLicense and the License Period for any reason whatsoever, the Licenseeshall deliver to CKI within 15 business days a complete and accurateschedule of Inventory of Licensed Products (i.e., inventoryconstituting finished Licensed Products on hand at termination,work-in-process, a/k/a "W-I-P," to becompleted and received in warehouse within 3 months only) asof the close of business on the 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 the request of CKI, be destroyed. To the extentthe Licensee completely removes the Licensed Mark from the LicensedProducts, and all Labels attached to such Licensed Products, and suchLicensed Products are not recognizable as a Licensed Product and cannotbe distinguished from similar generic products generally available inthe marketplace, such Products shall no longer be Licensed Products.CKI shall have the right at any time, and at its expense, to conduct aphysical inventory of the Licensed Products then in theLicensee's possession or control.

8.7    Freedom toLicense.     CKI shall be free to license to others the use ofthe Licensed Mark in connection with the manufacture, sale,distribution and promotion of Licensed Products in the Territory upontermination or expiration of this Agreement and to enter intodiscussions and negotiations applicable thereto, provided only that noshipment of Licensed Products and no publication of institutional orconsumer advertising of the Licensed Products pursuant to any such newlicense will be permitted prior to the termination or expiration ofthis Agreement.

8.8    Rights Personal.     TheLicense and rights granted hereunder are personal to the Licensee. Noassignee for the benefit of creditors, receiver, trustee in bankruptcy,sheriff or any other officer or court charged with taking over custodyof the Licensee's assets or business, shall have any right tocontinue performance of this Agreement or to exploit or in any way usethe Licensed Mark if this Agreement is terminated pursuant to§§ 8.3, 8.4 or 11.8, except as may be required by law.

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     CONFIDENTIAL TREATMENT

8.9    Trustee inBankruptcy.     Notwithstanding the provisions of § 8.8, inthe event that, pursuant to the applicable bankruptcy law (the"Code"), a trustee in bankruptcy,receiver or other comparable person, of the Licensee, or the Licensee,as debtor, is permitted to assume this Agreement and does so and,thereafter, desires to assign this Agreement to a third party, whichassignment satisfies the requirements of the Code, the trustee or theLicensee, as the case may be, shall notify CKI of same in writing. Saidnotice shall set forth the name and address of the proposed assignee,the proposed consideration for the assignment and all other relevantdetails 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.     Withoutlimiting any right or remedy of CKI, if CKI terminates this Agreementpursuant to § 8.3, CKI shall have the right to*******

ARTICLE IX.    INDEMNIFICATION AND INSURANCE

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

(a)    to the extent permitted by law, any allegeddefect in any Licensed Product, regardless of whether the action isbased upon negligence or strict liability, and regardless of whetherthe alleged negligence is characterized as"passive" or"active";

(b)    themanufacture, labeling, sale or distribution of any Licensed Product bythe Licensee;

(c)    any violation of anywarranty, representation or agreement made by the Licensee pertainingto a Licensed Product; or

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

CKI shall give the Licensee prompt written notice ofany such claim or action and thereupon the Licensee shall undertake andconduct the defense of any suit so brought. In the event an appropriateaction is not taken by the Licensee within 30 days of its receipt ofnotice from CKI, CKI shall have the right to defend such claim oraction in its own name, but no settlement or compromise of any suchclaim or action may be made without the prior written consent of theLicensee, such consent not to be unreasonably withheld or delayed. Ineither case, CKI and the Licensee shall keep each other fully advisedof all developments and shall cooperate fully with each other and inall respects in connection with any such defense. Such indemnificationshall be deemed to apply solely to the amount of the judgement, if any,against CKI and reasonable sums paid by CKI in connection with itsdefense, and shall not apply to any consequential damages suffered byCKI which are not included in the aforementioned judgement. Theprovisions of this § 9.1 and the Licensee's obligationshereunder shall survive any termination of the License or rescission ofthis Agreement.

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     CONFIDENTIAL TREATMENT

9.2    Notice of Suit orClaim.     The Licensee shall promptly inform CKI by writtennotice of any suit or claim against the Licensee relating to theLicensee's performance under this Agreement, whether such suit orclaim is for personal injury, involves alleged defects in the LicensedProducts manufactured, sold or distributed hereunder, or otherwise.

9.3    Indemnification by CKI.     CKI does herebyindemnify and hold harmless the Licensee and its Affiliates, and theirrespective managers, directors, members, shareholders, employees andagents 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 the LicensedMark in accordance with the terms of this Agreement violates the bonafide trademark ownership rights of a third party in the United Statesor Canada. The Licensee will promptly notify CKI of any action or claimbrought to its attention; provided, however, that thefailure to promptly notify CKI shall not relieve CKI of its obligationhereunder, except to the extent (if any) that CKI actually prejudicedthereby. The provisions of this § 9.3 and the obligations of CKIset forth herein shall survive the expiration or other termination ofthis Agreement.

9.4    Insurance.    

9.4.1    Requirement.     Without limiting theLicensee's liability pursuant to the indemnity provisions of thisAgreement, the Licensee shall maintain comprehensive general liabilityinsurance 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.     The insurancedescribed in § 9.4.1 shall include: (i) a cross-liabilityendorsement naming each of CKI, CKTT, and Mr. Calvin Klein; (ii) anendorsement stating that CKI shall receive at least 30 days'written notice prior to cancellation or non-renewal of coverage; (iii)an endorsement naming each of CKI, CKTT, and Mr. Calvin Klein asadditional insureds; (iv) an endorsement stating that the insurancerequired by this Agreement is primary and that any insurance purchasedby CKI, CKTT, or Mr. Calvin Klein shall only apply in excess of theinsurance purchased by the Licensee; (v) a waiver of subrogation infavor of each of CKI, CKTT, and Mr. Calvin Klein; and (vi) anendorsement stating that each of CKI, CKTT, and Mr. Calvin Klein mayrecover for any loss caused CKI, its agents or employees, whethercaused by the negligence (including active, passive and grossnegligence) of the Licensee, or otherwise.

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

9.4.4    Evidence of Coverage.     No laterthan 20 days from the date hereof, the Licensee shall furnish to CKIevidence, in form and substance satisfactory to CKI, of the maintenanceand renewal of the required insurance copies of policies withapplicable riders and endorsements) and certificates of insurance.

9.4.5    Territory.     The insurance set forthin this § **9.4** 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,regulations and requirements of any governmental body which may beapplicable to the operations of the Licensee 

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     CONFIDENTIAL TREATMENT

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.

ARTICLE XI.    MISCELLANEOUS

11.1    Warranties and Representations of theParties.     Each of the parties hereby represents and warrantsto the other party that: it is a corporation (or limited liabilitycompany, as applicable) duly organized, validly existing and in goodstanding under the laws of the jurisdiction of its incorporation; ithas the full right, power and authority to enter into, and perform itsobligations under, this Agreement; and all necessary corporate actshave been effected by it to render this Agreement valid and bindingupon it.

11.2    Definitions.     Each of thefollowing terms (unless deliberately omitted) has the meaning ascribedthereto in the applicable § thereincontained:

    

|                               |  |  |
|-------------------------------|--|--|
| DefinedTerm                   |
| Advertising Obligation        |
| Advertising Overage           |
| AdvertisingShortfall          |
| Affiliates                    |
| AgreedUpon Season's Themes    |
| Annual Period                 |
| Anti-Diversion Efforts        |
| AnnualPeriod                  |
| Approved Accounts             |
| Approved Design Concepts      |
| ApprovedPrototypes            |
| Approved Seconds andCloseouts |
| Accounts                      |
| CKI                           |
| CKI Stores                    |
| CKTT                          |
| Close-Outs                    |
| Code                          |
| Collection                    |
| Co-operative Advertising      |
| CRK                           |
| CRK Fee                       |
| Design Concepts               |
| Disclosing Party              |
| DisposalPeriod                |
| Diversion                     |
| E-Commerce                    |
| Excluded Design               |
| Gross Sales                   |
| Minimum GuaranteedFees        |
| Indemnified Party             |
| InitialLicense Period         |
| Inventory                     |
| Inventory Schedule            |
| Labels                        |
| License                       |
| Licensed Mark                 |
| License Period                |
| LicensedProducts              |
| Licensee                      |
| LicensingForecast             |
| Minimum Net Sales Threshold   |
| Net Sales                     |
| Network                       |
| Non-Conforming Products       |
| Notice ofTermination          |
| Parallel Imports              |
| Percentage Fees               |
| PR Overage                    |
| PR Shortfall                  |
| Products                      |
| PVH                           |
| Renewal License Period        |
| Seconds                       |
| Standards                     |
| Territory                     |
| Time And ActionCalendar       |
| Third-Party Manufacturing     |
| Agreement                     |
| Trademark SecurityPlan        |
| Transfer                      |
|                               |

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     CONFIDENTIAL TREATMENT

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

|                        |  |                                                                                                                                                                                   |
|------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Ifto CKI, to:          |  | Calvin Klein, Inc. 205 West 39thStreet New York, New York 10018 Attention: President and ChiefOperating Officer Telephone: (212) 292-9901 Facsimile: (212)292-9933                |
| With a copy to:        |  | Calvin Klein,Inc. 205 West 39th Street New York, New York10018 Attention: General Counsel Telephone: (212) 292-9652Facsimile: (212) 764-6784                                      |
| If to the Licensee,to: |  | CK Jeanswear Europe S.p.A. Via Provinciale Lucchese 18150019 Sesto Fiorentino, Florence, Italy Attn.: Chief ExecutiveOfficer Telephone: +39 055 305 442 Facsimile: +39 055 310506 |
| If to Warnaco, to:     |  | WF Overseas FashionC.V. c/o Warnaco Inc. 501 Seventh Avenue New York, New York10018 Attn: General Counsel Telephone: (212) 287-8282Facsimile: (212) 287-8275                      |
|                        |

Requests forapprovals with appropriate submissions shall be sent to the applicableparty, either CRK, the President or the designated design staff member.Financial reports 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 other party.

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

11.5    Sublicense.     TheLicensee is prohibited from granting any sublicenses under thisAgreement, unless approved by CKI.

Licensee shall have the rightto grant a distributorship or distributorships (excluding a sublicense)for limited areas or jurisdictions in the Territory), but no suchdistributorship shall reduce in any way Licensee's obligationshereunder nor may such distributorship or any sublicense agreement beentered into unless the following terms and conditions are firstsatisfied:

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

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     CONFIDENTIAL TREATMENT

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

(iii)    The distributor orsublicensee must 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. Calvin Klein arethird-party beneficiaries, must afford CKI rights of inspection,approval and termination consistent with its rights pursuant to thisAgreement, which it may exercise directly, including rights oftermination, and must indemnify CKI, CKTT and Mr. Calvin Klein fromliabilities and claims specifically in accordance 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 amendment thereto;

(vi)    if Licensee enters into an agreement and fails tocontrol, pursuant to this Agreement or the terms of the distributorshipagreement or sublicense agreement, the distributor or sublicenseethereunder, and as a result of such failure fails to prevent a breachby such distributor or sublicense agreement 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 rights hereunder.

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

11.8    Suspension ofObligations.     If the Licensee shall be prevented fromperforming any of its obligations because of Federal governmentalregulation or martial order, or by war, declared or undeclared, orother major and material calamities such as fire, earthquake, orsimilar Acts of God, the Licensee's obligations shall besuspended during the period of such conditions except for payment andprovided the Licensee promptly commences and proceeds diligently toameliorate the effect. If such condition continues for a period of morethan 60 days, CKI shall have the right to terminate this Agreement.

11.9    Benefit.     This Agreement shall inure to thebenefit of and be binding upon the parties hereto, and, subject to§§ 11.4 and 11.6, their successors and assigns. PVH, CKTT andMr. Calvin Klein (with respect to §§ 9.1 and 9.4) shall bethird-party beneficiaries of this Agreement and, whether or notexpressly set forth herein, shall have the right (a) to exercise, andenforce against the Licensee, the rights of CKI hereunder if CKI failsto exercise such rights, and (b) to exercise, and enforce against theLicensee, the same rights as CKI hereunder in addition to (and not inlieu of) any rights CKI has hereunder. Nothing herein shall be deemedto give the Licensee any rights to make any claim against PVH, CKTTand/or Mr. Calvin Klein.

11.10    Entire Agreement;Amendment.     This Agreement, including the exhibits hereto,constitutes the entire agreement of the parties hereto with respect tothe subject matter hereof and all prior agreements, contracts,promises, representations and statements between them, if any, whetherwritten or 

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     CONFIDENTIAL TREATMENT

oral, with respect thereto are merged intoand 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 between them.

11.11    Non-Waiver.     No waiver by either party ofany 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 and retained.

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

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

11.14    Counterparts.     ThisAgreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constituteone and the same instrument.

11.15    GoverningLaw.     THIS AGREEMENT AND THE RIGHTS AND    OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNEDBY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OFLAW. (HOWEVER, DISPUTES REGARDING THE LICENSED MARK WILL BE RESOLVED INACCORDANCE WITH THE U.S. FEDERAL TRADEMARK LAWS AND RELATED LAWS,STATUES, RULES AND REGULATIONS OF THE UNITED STATES UNLESS THERE ARE NOU.S. FEDERAL LAWS, STATUTES, RULES OR REGULATIONS DISPOSITIVE OF SUCHDISPUTE, IN WHICH EVENT SUCH DISPUTES WILL BE RESOLVED IN ACCORDANCEWITH THE PREVIOUSLY DESCRIBED LAWS OF THE STATE OF NEW YORK.)

11.16    Jurisdiction.     Any legal action orproceeding with respect to this Agreement shall be brought in thefederal or state courts seated in the County of New York, State of NewYork 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 thereof byregistered or certified mail, postage prepaid, to the other party atits address for notices provided in § 11.3, such service to becomeeffective 30 days after such mailing.

11.17    Non-Solicitation.    

(a)    TheLicensee agrees that*******

(b)    CKI agrees that*******

11.18    Confidentiality.     Each of theparties hereto acknowledges that it may receive from the other (the"Disclosing Party"): (a) prints, designs,ideas, sketches, and other materials or information, including,

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     CONFIDENTIAL TREATMENT

without limitation; (b) financial orbusiness information; (c) a formula, pattern, compilation, program,device, method, technique, or process; or (d) other information that ineach case derives independent economic value, actual or potential, fromnot being generally known to the public or to other persons who canobtain economic value from its disclosure or use which the DisclosingParty intends to use on or in connection with lines of merchandiseother than the Licensed Products and which have not as yet found theirway into the channels of distribution. The parties recognize that thesematerials are valuable property of the Disclosing Party. Each of theparties hereto acknowledges the need to preserve the confidentialityand secrecy of these materials and agrees to take all necessary stepsto ensure that use by it, or by its contractors, will in all respectspreserve such confidentiality and secrecy, while acknowledging thateach of the parties works with others on product development anddesigns. None of the parties shall, at any time during the LicensePeriod or any time thereafter, disclose or use for any purpose, otherthan as contemplated by this Agreement, any confidential informationand data relating to the business of the other, except as required orotherwise considered necessary in or to its business, but under itsnormal and customary confidentiality procedures applicable overall asto such use. Nothing herein shall be deemed to limit CKI's rightsunder §§ 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 WarnacoFamily.     Following the closing of the Transaction, pursuantto which Warnaco will, in accordance with its terms, acquire thebusiness of Licensee, this Agreement may be assigned within the Warnacofamily of companies in accordance with the terms as agreed by CKI andset forth in writing simultaneously herewith.

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     CONFIDENTIAL TREATMENT

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

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

|        |  |                                                                                                                                                                                                                                                                 |  |  |  |  |
|--------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | By:/s/ TomMurry                                         |
|   |  | Name: Tom Murry                                                                                                                                                                                                                                                 |
|   |  | Title:President and COO                                                                                                                                                                                                                                         |
|   |  | CK JEANSWEAR EUROPE,S.P.A.                                                                                                                                                                                                                                      |
|   |  | By: /s/Lawrence R. Rutkowski                                                                                                                                     |
|   |  | Name: Lawrence R. Rutkowski                                                                                                                                                                                                                                     |
|   |  | Title: Vice President and Treasurer                                                                                                                                                                                                                             |
|   |  | CK JEANSWEAR ASIALIMITED                                                                                                                                                                                                                                        |
|   |  | By: /s/Lawrence R. Rutkowski                                                                                                                                               |
|   |  | Name: Lawrence R. Rutkowski                                                                                                                                                                                                                                     |
|   |  | Title: Vice President and Treasurer                                                                                                                                                                                                                             |
|   |  | WF OVERSEAS FASHIONC.V.                                                                                                                                                                                                                                         |
|   |  | By: WarnacoU.S., Inc., its general partner                                                                                                                                                                                                                      |
|   |  | By:/s/ Stanley P.Silverstein                                                                                             |
|   |  | Name:Stanley P. Silverstein                                                                                                                                                                                                                                     |
|   |  | Title: Presidentand Secretary                                                                                                                                                                                                                                   |
|        |

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     CONFIDENTIAL TREATMENT

SCHEDULE 6.13

APPROVED ACCOUNTS

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SCHEDULE 6.14

APPROVED SECONDS AND CLOSE-OUTS ACCOUNTS

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SCHEDULE S

SHAREHOLDERS

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

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     CONFIDENTIAL TREATMENT

EXHIBIT T

TERRITORY

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

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

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

Middle East:

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

Africa**:

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

Asia:

Hong Kong, Republic of Korea, Republic of China(Taiwan), China (PRC), Indonesia, Philippines, Singapore, Malaysia,Thailand, New Guinea, Vietnam, Australia, New Zealand, Cambodia, Laos,Myanmar, Macau, the Federated State of Micronesia and Mariana Islands(but excluding U.S. Saipan) Japan (not India, Pakistan, otherjurisdictions).

|   |                                                                                                                         |
|---|-------------------------------------------------------------------------------------------------------------------------|
| * | Not Syria, asregulations preclude protection of trademark, until registration oftrademark may occur, as advised by CKI. |

|    |                                                                |
|----|----------------------------------------------------------------|
| ** | N.B. – for trademark, only OAPIapplication/registration. |

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EXHIBIT P (page 1 of 2)

PRODUCTS

*** [approximately 2 pagesredacted]

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EXHIBIT B

ROYALTYSTATEMENT

FORM MUST BE SUBMITTED COMPLETED

CALVIN KLEIN, INC.

Page_____of______

Date_____________

NAME OF LICENSEE:

LICENSEE'S ADDRESS:

LICENSED PRODUCT:

|           |                                                                              |
|-----------|------------------------------------------------------------------------------|
| 205  | Foreach month during the period of___________to_______________(the"Period"). |

For themonth of__________________.

Category Style No. Units Gross SalesDiscounts Net Sales Percentage Fees

For themonth of__________________.

Category Style No. Units Gross SalesDiscounts Net Sales Percentage Fees

For themonth of__________________.

Category Style No. Units Gross SalesDiscounts Net Sales Percentage Fees

TOTAL

205        NET SALES BYACCOUNT

205        INVENTORY AS OF THE END OF THEPERIOD:

Style Number  Units  WholesalePrice

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     CONFIDENTIAL TREATMENT

The undersigned,_______________the______________of the Licensee, does hereby certify that the foregoing informationprovided to CKI pursuant to the License Agreement is complete andaccurate.

IN WITNESS WHEREOF, the undersigned hasexecuted this Royalty Statement on this____ day of___________,____.

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

|  | By:________________________________________Name: |
|--|--------------------------------------------------|

|  | Title: Chief Financial Officer or otherduly authorized executive officer as applicable |
|--|----------------------------------------------------------------------------------------|

Thecompletion of this statement does not limit the Licensee's rightto receive credit for payments of Minimum Guaranteed Fees andPercentage Fees as set forth said License Agreement.

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EXHIBIT D

THIRD-PARTY MANUFACTURING AGREEMENT

AGREEMENT, dated___________,_________,by and between____________________(the "Licensee"), having an addressat___________________,and________________(the"Manufacturer"), having an addressat____________________.

WITNESSETH:

WHEREAS, the Licensee pursuant to aLicense Agreement with CALVIN KLEIN, INC.("CKI") has been granted a license("License") to use the CALVIN KLEINtrademark (the "Licensed Mark") inconnection with the distribution, sale and marketing of certain goods("Licensed Products");

WHEREAS, CKI, a subsidiary of Phillips-Van Heusen Corporation("PVH"), is the licensee andbeneficial owner of the trademarks CALVIN KLEIN, CK and CK/CALVIN KLEINfor certain products, which are owned of record by the Calvin KleinTrademark Trust ("CKTT"), and PVH isthe owner, licensee or sublicensee of the trademarks VAN HEUSEN, IZOD,IZOD CLUB, BASS, G.H. BASS, GEOFFREY BEENE, ARROW, KENNETH COLE NEWYORK, REACTION BY KENNETH COLE, BCBG MAX AZRIA and DKNY, andPVH's policy is not to place, and to cause its subsidiaries andtheir respective licensees and sublicensees not to place, orders withany manufacturer or subcontractor that breaches the provisionscontained in this Agreement and similar provisions contained in otherthird-party manufacturing agreements of PVH or any of its affiliates,including, without limitation, CKI;

WHEREAS, the Licenseentitles the Licensee to subcontract the manufacture and/or assembly ofthe Licensed Products to third parties, subject to certain expresslimitations and conditions; and

WHEREAS, the Licensee hasselected the Manufacturer as a manufacturer to produce the LicensedProducts for the Licensee subject and pursuant to the terms andconditions set forth below;

NOW, THEREFORE, the parties herebyagree as follows:

1.    The Manufacturer shall have no rightsin or to the Licensed Mark or in any mark similar thereto by reason ofits manufacture of the Licensed Products and shall only use theLicensed Mark 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, in theManufacturer's warehouse or such other place as may be under theManufacturer's exclusive access and control. Rejected Productsnot bearing the Licensed Mark or any identifying logo may be sold toany third party; provided; however, that all labels,hang tags, and other identifying marks must be removed from suchRejected Products before sale to such a third party. Rejected Productsbearing the Licensed Mark or any identifying logo may be sold to anythird party; provided, however, that (A) suchRejected Products must be held for a minimum period of three monthsafter the original ship date of the Licensee's 

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     CONFIDENTIAL TREATMENT

purchase order, and (B) all labels must becut and the Product clearly and significantly stamped"irregular" before sale to such a thirdparty.**

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 Licensed Products.

7.    The Manufacturer will adhere to the standards and guidelines setforth in PVH's publication "A Shared Commitment -Requirements for Suppliers, Contractors, BusinessPartners" and PVH's "Statement ofCorporate Responsibility," copies of which theManufacturer acknowledges it has received. The Manufacturer furtheracknowledges that it has read and understands such publications. TheManufacturer will communicate immediately to the Licensee any departurefrom such standards and guidelines. The Manufacturer acknowledges thatcompliance with such standards and guidelines is a prerequisite to acontinuing relationship with the Licensee.

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 impairedthereby.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCETO ITS PRINCIPALS OF CONFLICTS OF LAW.

|  |
|--|

|    |                                                                           |
|----|---------------------------------------------------------------------------|
| ** | 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 above written.

|        |  |                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|--------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | LICENSEE:                                                                                                                                                                                                                                                                                                             |
|   |  | By:                                                    |
|   |  |         Name:                                                                                                                                                                                                                                                                 |
|   |  |         Title:                                                                                                                                                                                                                                                                |
|   |  | MANUFACTURER:                                                                                                                                                                                                                                                                                                         |
|   |  | By:                                                    |
|   |  |         Name:                                                                                                                                                                                                                                                                 |
|   |  |         Title:                                                                                                                                                                                                                                                                |
|        |

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EXHIBIT E

PRODUCTIONFACILITY EVALUATION FORM

FORM MUST BE SUBMITTED COMPLETED

CALVIN KLEIN, INC.

Page_____of______

Date_____________

NAME OF LICENSEE:

LICENSEE'S ADDRESS:

LICENSED PRODUCT:

PRODUCTION FACILITY:

Name:_________________________________________________________________________________

Name of President of Production Facility__________________________________________________

Address:_______________________________________________________________________________

_______________________________________________________________________________________

Product:________________________________________________________________________________

Date Factory EvaluationCompleted:______________________________________________________

Signed:            ______________________________________

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

______________________________________

(Print Name)

Submit to the attentionof:

|  | CALVIN KLEIN, INC. 205 West 39thStreet New York, NY 10018 Attention: DeirdreMiles-Graeter |
|--|-------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

**4 October** 2005

SCHEDULE OF CALVIN KLEIN TRADEMARKS CL. 18

|             |  |                      |  |                                    |  |                                   |
|-------------|--|----------------------|--|------------------------------------|--|-----------------------------------|
| COUNTRY     |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                             |
|        |  |                 |  |                               |  |                              |
| Afghanistan |  | 4Jun 96              |  | Reg. No. 5269                      |  | 3,9,14,18,25                      |
|        |  |                 |  |                               |  |                              |
| Albania     |  | 2Jul 97              |  | Reg. No. 6555                      |  | 3,18,24,25,42                     |
|        |  |                 |  |                               |  |                              |
| Algeria     |  | 3Feb 92              |  | Reg. No. 62374                     |  | 3,9,14,16,18,24,25,42             |
|        |  |                 |  |                               |  |                              |
| Andorra     |  | 13Dec 96             |  | Reg. No. 957                       |  | 3,9,14,18,25                      |
|        |  |                 |  |                               |  |                              |
| Angola      |  | 1Apr 96              |  | Reg. No. 004665                    |  | 18                                |
|        |  |                 |  |                               |  |                              |
| Armenia(4)  |  | 11 Jun 97            |  | Reg. No.1855                       |  | 3,9,14,16,18,24,25,42             |
|        |  |                 |  |                               |  | (re-reg of USSR85858)             |
|        |  |                 |  |                               |  |                              |
| Australia   |  | 28Feb 97             |  | Reg. No.728,703                    |  | 3,8,16,18,20,21,24,25,26,27,35,42 |  |   |
|        |  |                 |  |                               |  |                              |
|        |  |                 |  |                               |  |                              |
| Austria     |  | 30 May 97            |  | Reg. No. 95,305                    |  | 16,18,35,42                       |
|        |  |                 |  |                               |  |                              |
|        |  |                 |  |                               |  |                              |
| Azerbaijan  |  | 3Apr 98              |  | Reg. No.980,565                    |  | 3,9,14,16,18,24,25,42             |
|        |  |                 |  |                               |  | (re-reg of USSR 85858)            |
|        |  |                 |  |                               |  |                              |
| Bahrain     |  | 29Jun 89             |  | Reg. No. 12657                     |  | 18                                |
|        |  |                 |  |                               |  |                              |
| Bangladesh  |  | 21May 96             |  | Ser. No.46,969                     |  | 18                                |  |   |
|        |  |                 |  |                               |  |                              |
|        |  |                 |  |                               |  |                              |
| Belorussian |  | 4-Oct-93             |  | Reg.No. 1259                       |  | 3,9,14,16,18,24,25,42             |
|        |  |                 |  |                               |  | (re-reg of USSR85858)             |
|        |  |                 |  |                               |  |                              |
| Benelux     |  | 12May 97             |  | Reg. No.615,779                    |  | 16,18,20,21,24,26,27,35,42        |
|        |  |                 |  |                               |  |                              |
| Bosnia-     |  |                 |  |                               |  |                              |
| Herzegovina |  | 5Apr 96              |  | Reg. No. BAZ 96519                 |  | 3,9,14,18,25                      |
|        |  |                 |  |                               |  |                              |
| Brunei      |  | 20Jun 98             |  | Reg. No. 24,840                    |  | 18                                |
|        |  |                 |  |                               |  |                              |
| Bulgaria    |  | 21Feb 96             |  | Reg. No. 27674                     |  | 3,18,24,25                        |
|        |  |                 |  |                               |  |                              |
| Cambodia    |  | 4Apr 96              |  | Reg. No. 7089                      |  | 18                                |
|        |  |                 |  |                               |  |                              |
| China       |  | 21Apr 93             |  | Reg. No. 638,716                   |  | 18                                |
|        |  |                 |  |                               |  |                              |
| Croatia     |  | 8Oct 97              |  | Reg. No. Z- 960554                 |  | 14,18                             |
|             |

----

     CONFIDENTIAL TREATMENT

|                                                                        |  |                      |  |                                    |  |                                            |
|------------------------------------------------------------------------|--|----------------------|--|------------------------------------|--|--------------------------------------------|
| COUNTRY                                                                |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                                      |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| CTM                                                                    |  | 1Apr 96              |  | Reg. No. 79707                     |  | 3,4,8,9,14,16,18,20,21,                    |
|                                                                   |  |                 |  |                               |  | 24,25,26,27,35,42                          |
|                                                                   |  |                 |  |                               |  |                                       |
| Cyprus                                                                 |  | 20Sep 95             |  | Reg. No.43454                      |  | 18                                         |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| CzechRepublic                                                          |  | 20 Jan 91            |  | Reg. No.168,158                    |  | 3,18,25                                    |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| Denmark                                                                |  | 30Dec 77             |  | Reg. No. 04451/1977                |  | 3,9,14,18,24,25                            |
|                                                                   |  |                 |  |                               |  |                                       |
| Egypt                                                                  |  | 23Apr 97             |  | Ser . No. 106565                   |  | 18                                         |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| Estonia                                                                |  | 11 Aug 94            |  | Reg. No.12297                      |  | 3,9,14,16,18,24,25,42(re-reg of USSR)      |
|                                                                   |  |                 |  |                               |  |                                       |
| Finland                                                                |  | 5May 83              |  | Reg. No. 85327                     |  | 3,14,16,18,24,25                           |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| France                                                                 |  | 31 May 77            |  | Reg. No.1,018,501                  |  | 3,9,14,18,24,25                            |
|                                                                   |  |                 |  |                               |  |                                       |
| (St. Martin,St. Barthelomy, French Guiana & other French Antilles) |  | 28Apr 87             |  | Reg. No. 1,405,842                 |  | 3,9,14,18,24,25                            |
|                                                                   |  |                 |  |                               |  |                                       |
| GazaStrip                                                              |  |                 |  |                               |  |                                       |
| (Palestine)                                                            |  | 14Feb 96             |  | Reg. No. 3575                      |  | 18                                         |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| Georgia                                                                |  | 27Jan 97             |  | Reg. No. 4411                      |  | 3,9,14,16,18,24,25,42 (re-regof USSR85858) |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| Germany                                                                |  | 9Nov 90              |  | Reg. No. 647386                    |  | 3,9,14,16,18,24,25,42                      |
|                                                                   |  | 11 Jul 78            |  | Reg. No.973637                     |  | 3,9,14,18,24,25                            |
|                                                                   |  |                 |  |                               |  |                                       |
| Ghana                                                                  |  | 26Apr 89             |  | Reg. No. 24,235                    |  | 18                                         |
|                                                                   |  |                 |  |                               |  |                                       |
| Greece                                                                 |  | 17Feb 98             |  | Reg. No. 126,514                   |  | 9,18                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| Guyana                                                                 |  | 19Apr 96             |  | Reg. No. 15,451A                   |  | 18                                         |  | 19 Apr 17 |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                   |  |                 |  |                               |  |                                       |
| HongKong                                                               |  | 10 Jul 80            |  | Reg. No. 1955/84(S)                |  | 18                                         |
|                                                                   |  |                 |  |                               |  |                                       |
|                                                                        |

----

     CONFIDENTIAL TREATMENT

|            |  |                      |  |                                    |  |                                        |  |           |  |  |  |  |  |  |  |  |  |  |
|------------|--|----------------------|--|------------------------------------|--|----------------------------------------|--|-----------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY    |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                                  |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Hungary(3) |  | 24 May 89            |  | Reg. No. 128,535                   |  | 3,18,24,25                             |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| India      |  | 23Jan 96             |  | Reg. No. 566,078                   |  | 18                                     |  | 23 Jan 06 |
|       |  |                 |  |                               |  |                                   |  |      |
| Indonesia  |  | 20Oct 97             |  | Reg. No. 400,498                   |  | 18                                     |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Iran       |  | 10Jun 92             |  | Reg. No. 69505                     |  | 3,9,14,16,18,24,25,35                  |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Ireland    |  | 1 Apr 97             |  | Reg. No. 207,116                   |  | 16,18                                  |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Israel     |  | 30Aug 84             |  | Reg. No. 50337                     |  | 18                                     |  | 26 Jun 15 |
|       |  | 6 Sep 98             |  | Reg. No. 113537                    |  | 18 (ext.goods)                         |  | 10 Jul 18 |
|       |  |                 |  |                               |  |                                   |  |      |
| Italy      |  | 18 Mar 85            |  | Reg. No. 346,124                   |  | 9,14,18,24,25                          |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Japan      |  | 23Aug 77             |  | Reg. No.1,294,434                  |  | 17(18,24,25)                           |  |      |
|       |  | 25Dec 85             |  | Reg. No. 1,830,626                 |  | 21(14,18,25) reclassified8/05          |  |      |
|       |  | 25 Dec 85            |  | Reg. No.1,830,627                  |  | 21(14,18,25)(Katakana)reclassified8/05 |  |      |
|       |  | 30 Jun 81            |  | Reg. No.1,466,762                  |  | 22(18,25)                              |  |      |
|       |  | 30 Jun81             |  | Reg. No.1,466,763                  |  | 22(18,25)(Katakana)                    |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Jordan     |  | 8May 95              |  | Reg. No. 37781 (r)                 |  | 18 (CK/CalvinKlein)                    |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Kazakhstan |  | 23 Jun 95            |  | Reg. No.2037                       |  | 3,9,14,16,18,24,25,42                  |  |      |
|       |  |                 |  |                               |  | (re-reg of USSR 85858)                 |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Kenya      |  | 13 Mar 96            |  | Reg. No.44020                      |  | 18                                     |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Kuwait     |  | 1Aug 94              |  | Reg. No. 26856                     |  | 18                                     |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Kyrgyzstan |  | 1 Nov 88             |  | Reg. No.182                        |  | 3,9,14,16,18,24,25,42                  |  |      |
|       |  |                 |  |                               |  | (Re-reg of USSR No.85858)              |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Laos       |  | 3 Sep97              |  | Reg. No.5842                       |  | 8,9,14,16,18,20,21,26,27,35,42         |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Latvia(3)  |  | 30 Jun 93            |  | Reg. No. LVM19392                  |  | 3,9,14,16,18,24,25,42                  |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
|       |  |                 |  |                               |  | (re-regofUSSR)                         |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Lesotho    |  | 20 Apr 98            |  | Ser. No.LS/M/98/00149              |  | 3,18                                   |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Liberia    |  | 23Mar 92             |  | Reg. No.24392/342                  |  | 3,14,16,18,24,25,42                    |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
| Libya      |  |                 |  | willcome                           |  | 3,14,18,24,25,35,42                    |  |      |
|       |  |                 |  |                               |  |                                   |  |      |
|            |

----

     CONFIDENTIAL TREATMENT

|                  |  |                      |  |                                    |  |                                    |  |        |  |  |  |  |  |  |  |  |  |  |
|------------------|--|----------------------|--|------------------------------------|--|------------------------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY          |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                              |  |   |
| Liechtenstein    |  | 16 Aug93             |  | Reg. No. 8816                      |  | 9,14,16,18,24,25,42                |  |   |
|             |  |                 |  |                               |  |                               |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Lithuania        |  | 27 Sep 93            |  | Reg. No. LT-12685                  |  | 3,9,14,16,18,24,25,42              |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Macau            |  | 6Jan 93              |  | Reg. No.9378-M                     |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Macedonia        |  |                 |  |                               |  |                               |  |   |
|             |  | 17 May02             |  | Reg. No. 08165                     |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Malawi           |  | 1Apr 98              |  | Reg. No.109/98                     |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Malaysia         |  | 12Sep 95             |  | Reg. No.9546/95                    |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Malta& Gozo  |  | 3 May 96             |  | Ser. No.25654                      |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Mauritius        |  | 21Apr 98             |  | Reg. No. A/43No53                  |  | No Classes(3,9,16,18,23-26)        |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Moldavia         |  | 18 Feb 94            |  | Reg. No. 352                       |  | 3,9,14,16,18,24,25,42              |  |   |
|             |  |                 |  |                               |  | (re-reg of USSR85858)              |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Monaco           |  | 20Mar 97             |  | Reg. No.97-18071                   |  | 9,16,18,42                         |  |   |
|             |  |                 |  |                               |  |                               |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Mongolia         |  | 13May 96             |  | Reg. No. 1948                      |  | 3,14,16,18,24,25                   |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Montserrat       |  | 19Apr 97             |  | Reg. No. 1528                      |  | 18,24,42 UK2130032                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Myanmar          |  |                 |  |                               |  |                               |  |   |
| (F/K/ABurma)     |  | 27 May 96            |  | Reg. No.4/2223/96                  |  | 3,9,14,18,25,25(MU),25(WU)         |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Namibia          |  | 1Mar 98              |  | Reg. No.98/0366                    |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Nepal            |  | 18Dec 96             |  | Reg. No. 12184/053                 |  | 18                                 |  |   |
| Netherlands      |  |                 |  |                               |  |                               |  |   |
| Antilles         |  | 21Feb 96             |  | Reg. No.00497                      |  | 3,4,8,9,14,16,18,20,21,24,25,26,27 |  |   |
| (Curacao,Bonaire |  |                 |  |                               |  |                               |  |   |
| Saba,St.         |  |                 |  |                               |  |                               |  |   |
| St.Eustatius     |  |                 |  |                               |  |                               |  |   |
| Maarten)         |  |                 |  |                               |  |                               |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| NewZealand       |  | 9 May 80             |  | Reg. No.B132527                    |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Nigeria          |  | 20May 98             |  | Reg. No.65075                      |  | 18                                 |  |   |
|             |  |                 |  |                               |  |                               |  |   |
| Norway           |  | 11 May 94            |  | Reg. No.162,557                    |  | 3,16,18,24,25                      |  |   |
|                  |

----

     CONFIDENTIAL TREATMENT

|         |  |                      |  |                                    |  |                    |  |        |  |  |  |  |  |  |  |  |  |  |
|---------|--|----------------------|--|------------------------------------|--|--------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS              |  |   |
|    |  |                 |  |                               |  |               |  |   |
| OAPI    |  | 9May 89              |  | Reg. No. 28977                     |  | 3,9,14,16,18,24,25 |  |   |
|    |  |                 |  |                               |  |               |  |   |
| Oman    |  | 15Feb 93             |  | Reg. No.8070                       |  | 18                 |  |   |
|         |

|                 |  |                      |  |                                    |  |                       |  |        |  |  |  |  |  |  |  |  |  |  |
|-----------------|--|----------------------|--|------------------------------------|--|-----------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY         |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                 |  |   |
|            |  |                 |  |                               |  |                  |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Pakistan        |  | 3Aug 92              |  | Ser. No.116549                     |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Philippines     |  | 1Mar 01              |  | Reg. No.4-96-110658                |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Poland(3)       |  | 17 May 89            |  | Reg. No.67629                      |  | 3,18,24,25            |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Portugal        |  | 18Oct 93             |  | Reg. No.279,542                    |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Qatar           |  | 18Aug 97             |  | Ser. No.17367                      |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Romania         |  | 25May 89             |  | Reg. No. 15922                     |  | 3,18,24,25            |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Russian         |  | 1 Nov 88             |  | Reg. No.85858                      |  | 3,9,14,16,18,24,25,42 |  |   |
| Federation      |  |                 |  |                               |  | (Re-reg ofUSSR)       |  |   |
|            |  |                 |  |                               |  | (formerUSSR)          |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| (Republicof)    |  |                 |  |                               |  |                  |  |   |
| SaudiArabia     |  | 19 Apr 98            |  | Reg. No. 433/5                     |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Seychelles      |  | 20Apr 98             |  | Reg. No. 4665                      |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Singapore       |  | 11Sep 95             |  | Reg. No.8648/95                    |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| SlovakRepublic  |  | 20 Jan 91            |  | Reg. No.168,158                    |  | 3,18,25               |  |   |
|            |  |                 |  |                               |  |                  |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| Slovenia        |  | 2Apr 98              |  | Reg. No.9870456                    |  | 18                    |  |   |
|            |  |                 |  |                               |  |                  |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| SouthAfrica     |  |                 |  |                               |  |                  |  |   |
| (Covers Venda   |  |                 |  |                               |  |                  |  |   |
| Transkei &  |  | 26Mar 80             |  | Reg. No. 80/1805                   |  | 18                    |  |   |
| Bophuthatswana) |  |                 |  |                               |  |                  |  |   |
|            |  |                 |  |                               |  |                  |  |   |
| SouthKorea      |  | 7 Feb 94             |  | Reg. No.284,636                    |  | K12(3,18,26)          |  |   |
|            |  | 27Dec 94             |  | Reg. No.304,729                    |  | K27(18,25)            |  |   |
|            |  | 23 Feb02             |  | Reg. No.250,928                    |  | K25(18)               |  |   |
|                 |

----

     CONFIDENTIAL TREATMENT

|               |  |                      |  |                                    |  |                                |  |        |  |  |  |  |  |  |  |  |  |  |
|---------------|--|----------------------|--|------------------------------------|--|--------------------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY       |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                          |  |   |
|          |  | 2 Mar 93             |  | Reg. No.258,991                    |  | K23(18)(24)                    |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Spain         |  | 20 Nov 97            |  | Reg. No.2,091,389                  |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| SriLanka      |  | 13 Sep 95            |  | Reg. No.75694                      |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Sudan         |  | 7Dec 95              |  | Reg. No.24899                      |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Suriname      |  | 4Aug 95              |  | Reg. No. 14,504                    |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Swaziland     |  | 1Apr 98              |  | Reg. No.156/98                     |  | 3,18                           |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Sweden        |  | 5 May 95             |  | Reg. No.301,064                    |  | 3,9,16,18,24,25                |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Switzerland   |  | 11Apr 95             |  | Reg. No.436,944                    |  | 4,8,14,16,18,20,21,27,31,35,42 |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Tajikistan    |  | 12Jul 94             |  | Reg. No. TJ 300                    |  | 3,9,14,16,18,24,25,42          |  |   |
|          |  |                 |  |                               |  | (reregUSSR No.85858)           |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Taiwan        |  | 1Jul 91              |  | Reg. No.527,398                    |  | 43(18)                         |  |   |
|          |  | 16 Jun91             |  | Reg. No.526,301                    |  | 64(18)                         |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Tangier       |  | 19Mar 96             |  | Reg. No. 10958                     |  | 3,9,14,18,25                   |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Thailand      |  | 27Aug 96             |  | Reg. No. Kor64653                  |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Tunisia       |  | 23May 96             |  | Reg. No. EE 96.0641                |  | 3,9,14,16,18,24,25,26,         |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Turkey        |  | 16Feb 96             |  | Reg. No.167298                     |  | 9,16,18,24,25                  |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Turkmenistan  |  | 3 Sep 97             |  | Reg. No.1049                       |  | 3,9,14,16,18,24,25,42          |  |   |
|          |  |                 |  |                               |  | (re-regof USSR 85858)          |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Uganda        |  | 6May 98              |  | Reg. No.21558                      |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| Ukraine       |  | 1 Nov 88             |  | Reg. No.4610                       |  | 3,9,14,16,18,24,25,42          |  |   |
|          |  |                 |  |                               |  | (re-reg of USSR85858)          |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| UnitedArab    |  |                 |  |                               |  |                           |  |   |
| Emirates      |  | 24Nov 97             |  | Reg. No. 13005                     |  | 18                             |  |   |
|          |  |                 |  |                               |  |                           |  |   |
| UnitedKingdom |  | 18 Apr 97            |  | Reg. No.2,130,032                  |  | 18,24,42                       |  |   |
|          |  | 16 Jul08             |  |                               |  |                           |  |   |
|          |  |                 |  |                               |  |                           |  |   |
|               |

----

     CONFIDENTIAL TREATMENT

|                     |  |                      |  |                                    |  |                       |  |        |  |  |  |  |  |  |  |  |  |  |
|---------------------|--|----------------------|--|------------------------------------|--|-----------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY             |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                 |  |   |
| Uzbekistan          |  | 13 Aug93             |  | Reg. No. 883                       |  | 3,9,14,16,18,24,25,42 |  |   |
|                |  |                 |  |                               |  | (re-reg of USSR85858) |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| Vietnam             |  | 10Dec 93             |  | Reg. No. 9981                      |  | 14,18                 |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| WestBank            |  |                 |  |                               |  |                  |  |   |
| (Palestine)         |  | 7Mar 96              |  | Reg. No.4113                       |  | 18                    |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| Yemen               |  |                 |  |                               |  |                  |  |   |
| (Republicof)        |  | 10 Jul 97            |  | Reg. No. 7295                      |  | 18                    |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| F.R.Yugoslavia      |  |                 |  |                               |  |                  |  |   |
| (Serbia/Montenegro) |  | 16Apr 96             |  | Reg. No.41470                      |  | 9,18                  |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| Zaire               |  | 1Jun 89              |  | Reg. No. 1804/89                   |  | 3,18,25               |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| Zambia              |  | 31Mar 98             |  | Reg. No.178/98                     |  | 18                    |  |   |
|                |  |                 |  |                               |  |                  |  |   |
| Zimbabwe            |  | 1Apr 98              |  | Reg. No.442/98                     |  | 18                    |  |   |
|                     |

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