EXHIBIT10.69

PORTIONS OF THIS EXHIBIT 10.69MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.

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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 SUCHAGREEMENT.

LICENSEAGREEMENT

BETWEEN

CALVIN KLEIN,INC.

AND

CK JEANSWEAR EUROPES.P.A.

AND

WF OVERSEAS FASHIONC.V.

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     CONFIDENTIAL TREATMENT

TABLE OFCONTENTS

|                                                                          |  |        |        |        |  |  |
|--------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| ARTICLEI.GRANT                                                           |
| 1.1  License                                                   |  |   |   |   |
| 1.1.1  Exclusionof 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                                                     |
| 5.1  Advertising                                               |  |   |   |   |
| 5.1.1  InitialSupport/Reimbursement                            |  |   |   |   |
| 5.1.2  AdvertisingObligation                                   |  |   |   |   |
| 5.1.3  CRKFee                                                  |  |   |   |   |
| 5.1.4  Co-operativeAdvertising and PublicRelations             |  |   |   |   |
| 5.2  ‘Usage’                                       |  |   |   |   |
|                                                                          |

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     CONFIDENTIAL TREATMENT

|                                                                             |  |        |        |        |  |  |
|-----------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| 5.3  Approval ofMaterials,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               |  |   |   |   |
| 7.5.1  Infringements                                              |  |   |   |   |
| 7.5.2  Counterfeitsand Parallel Imports                           |  |   |   |   |
|                                                                             |

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     CONFIDENTIAL TREATMENT

|                                                             |  |        |        |        |  |  |
|-------------------------------------------------------------|--|--------|--------|--------|--|--|
| 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                                 |  |   |   |   |
| 11.12  Severability                               |  |   |   |   |
| 11.13  Headings                                   |  |   |   |   |
|                                                             |

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     CONFIDENTIAL TREATMENT

|                                                 |  |        |        |        |  |  |
|-------------------------------------------------|--|--------|--------|--------|--|--|
| 11.14  Counterparts                   |  |   |   |   |
| 11.15  GoverningLaw                   |  |   |   |   |
| 11.16  Jurisdiction                   |  |   |   |   |
| 11.17  Non-Solicitation               |  |   |   |   |
| 11.18  Confidentiality                |  |   |   |   |
| 11.19  AssignmentWithin WarnacoFamily |  |   |   |   |
|                                                 |

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

SCHEDULE OF ISSUED REGISTRATIONS ANDPENDING APPLICATIONS FOR ‘‘CK/CALVINKLEIN’’ TRADEMARKS IN CLASS 25

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     CONFIDENTIAL TREATMENT

LICENSE AGREEMENT

LICENSEAGREEMENT, dated as of January  31,  2006, between CALVINKLEIN, INC. (‘‘CKI’’), a NewYork corporation, CK JEANSWEAR EUROPE S.P.A., an Italian corporation(‘‘CKJE’’ or‘‘Licensee’’) and WFOverseas Fashion C.V., a limited partnership(‘‘commanditaire vennootschap’’)organized and existing under the laws of the Netherlands(‘‘Warnaco’’).

WITNESSETH:

WHEREAS,Licensee desires to obtain from CKI, and CKI is willing to grant to theLicensee, a license in the Territory (as hereinafter defined), to usethe trademark "CK/CALVIN KLEIN" to be used inthe form designated by CKI from time to time (‘‘LicensedMark’’) in connection with the manufacture, wholesalesale, distribution, advertising and promotion of bridge women’sbelts, leather gloves, handbags and small leather goods (accessories),and men’s belts, leather gloves, hand bags and small leathergoods, as specifically described on Exhibit P (the‘‘Products’’), subject tothe terms contained in this Agreement. Products bearing the LicensedMark are hereinafter referred to as ‘‘LicensedProducts.’’

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

NOW, THEREFORE, the parties hereto agree asfollows:

ARTICLE I.GRANT

1.1    License.    CKI hereby grants to theLicensee an exclusive license (the‘‘License’’), without theright to assign, and the right to sublicense with CKI’s priorwritten consent exercisable in CKI’s sole and absolutediscretion and subject to and in accordance with the terms contained inthis Agreement, to use the Licensed Mark, during the License Period inconnection with the manufacture and sale, distribution, advertising,and promotion in the ‘‘Territory,’’ setforth on Exhibit T, of Licensed Products to approved customers***

1.1.1    Exclusion of RetailSales.    The License excludes the sale, distribution, andpromotion of Licensed Products via commerce conducted on, madeavailable through, or facilitated by *** or upon the prior approval ofCKI, which CKI may withhold in its sole and absolute discretion, TheLicense also excludes the right to *** only as approved by CKI, andexcept as permitted as to such Licensed Products pursuant to otheragreements between the parties (and their affiliates). However, theforegoing does not***

1.1.2 Right toManufacture. The Licensee’s right to manufacture inthe Territory and elsewhere in the world is non-exclusive (others mayand will have the right to produce Products within the Territory forexport and sale outside the Territory). Licensee shall have the rightto import into the Territory Licensed Products manufactured outside theTerritory; provided, however, that the Licensee takesreasonable precautions to prevent all labels, tags, packaging material,business supplies and advertising and promotional materials and allother forms of identification bearing the Trademark (collectively,‘‘Labels’’) from being usedotherwise than in connection with the distribution and sale of LicensedProducts within the Territory. The Licensee shall neither exportLicensed Products from the Territory, nor sell Licensed Products to anyentity which it knows, or reasonably should know, intends to exportLicensed Products from theTerritory.

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

1.2.1 RetailStores; Company-Controlled Stores.    CKI reserves the right to*** 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 be required by CKI. If (i)Licensee cannot sell or supply any Licensed Products due to acontinuing force majeure event or other event outside ofLicensee’s reasonable control (i.e., more than thirty calendardays) or (ii) Licensee fails to timely deliver for two consecutivequarters, the products so ordered (other than minor shortages), thenduring the pendency of such force majeure event or after such failuresto deliver, CKI (or its Affiliates) shall have the right to manufactureor have manufactured for it by others, and to sell, distribute andpromote such Licensed Products through CKI Stores for the next twoyears, at which time the provisions hereof shall again apply, CKI shallalso require that any such retail stores in the Territory owned oroperated by an authorized licensee of CKI shall purchase the LicensedProducts from Licensee. The Licensee acknowledges and agrees that***

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

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

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

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     CONFIDENTIAL TREATMENT

1.5 Exploitation of theLicense.

1.5.1 BestEfforts.    At all times during the License Period, the Licenseeshall use its reasonable best efforts to exploit the License throughouteach and every country 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 toseasonal differences, and a sufficiently representative quantity ofeach type of Product within each Collection; (ii) timely developing,producing and offering for sale the Licensed Products so that they maybe sold and shipped to consumers on a timely basis; (iii) maintaining asales force sufficient to provide effective distribution throughout allareas of the Territory; (iv) cooperating with CKI’s and any ofits licensees’ marketing, merchandising, sales, andanti-counterfeiting programs as may be applicable, and (v) maintainingnecessary financial position to adequately support the operations andobligationsherein.

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

1.6 Showrooms; In-Store Shops; TradeShows.

1.6.1 Showrooms.    TheLicensee shall maintain a separate showroom area adjacent to or withinthe bridge apparel showroom within the existing premises in Milan ofCKI’s affiliate, Calvin Klein Europe S.r.l.(‘‘CKE’’), under a form of sublease orsharing arrangement, to be entered into by the parties. If at any timethe showroom shall be relocated due to unavailability of CKE’spremises, the location shall be subject to the approval (not to beunreasonably withheld) of CKI. Furthermore, CKI may require anadditional showroom area within the bridge apparel area to beestablished in London; and, if the parties so agree, an additionalshowroom in Frankfurt or another city in Germany (if any) . Suchshowroom area (s) shall be used for the sole purpose of displaying,promoting and selling Licensed Products. All such separate area in theshowrooms shall be subject to the standards of CKI, and shall bedesigned and maintained in conformity with the prestige associated withthe Licensed Mark. The plans for each showroom, including décor,set-up and display (and material changes thereto), and for anyrenovations thereto shall be subject to the reasonable prior writtenapproval of CKI, which approval shall not be unreasonably withheld ordelayed; provided, however, that CKI shall have 10business days after its receipt of such plans to approve or disapprovesuch plans or such longer period as is reasonable under thecircumstances. Promptly after the execution of this Agreement and thebridge apparel agreement, CKI and the Licensee will mutually agree ***The Licensee may (i) display the Licensed Mark on showroom doors andoffice directories and (ii) display the Licensed Products for sale inother showroom spaces, subject to the prior written approval of CKI.The parties shall meet upon request to establish a budget for requiredor requested renovations to theshowrooms.

1.6.2 In-Store Shops.    TheLicensee will participate in in-store shop or fixturing programs, withthe Licensee’s customers throughout the Territory, and willspend amounts 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).

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     CONFIDENTIAL TREATMENT

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

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

ARTICLEII. LICENSE PERIOD

2.1  License Period.    Thelicense period shall commence effective 1 January  2006, withcertain preliminary design and development being initiated prior to 1January  2006 (‘‘preliminaryperiod’’), with the Spring 2006 season being anticipatedto be the first season for which Licensed Products will be offered forsale (and the parties may initiate preliminary design and otherdevelopment in contemplation thereof in order to be able to offer forsale such Spring 2006 season,but if the time for development,presentation, production, marketing and showroom is deemed by theparties to be not sufficient to timely and appropriately launch suchCollection, the initial season shall be Fall 2006 (or Pre-Fall 2006).The term shall end forty (40) years from the closing of the Transactiondescribed and defined in the Heads of Agreement dated 29September  2005 between, inter alia, CKI and Warnaco Inc., (notto be later than 31 December  2006) on 31 December  2046,unless sooner terminated as herein provided. The period commencing 1January  2006 and ending on 31 December  2006, includingthe preliminary period, and each 12-month period commencing on 1January thereafter during the License Period are each referred toherein as an ‘‘AnnualPeriod.’’ Notwithstanding the foregoing, theLicensee shall not commence offering Licensed Products for the Spring2006 season unless and until CKI determines in its good-faith judgement

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(including aesthetic and creativeconsiderations) that all elements necessary for a successful launch,including, without limitation, product design, development andproduction, marketing strategy, advertising materials and placement,and if applicable, launch events, have been satisfied. The term of thisagreement may sometimes be referred to as the‘‘License Period’’ or‘‘Term.’’ 

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

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

|  |                                                                 |
|--|-----------------------------------------------------------------|
|  | * For purposesof calculating Net Sales for the MNST’s,*** |

If Licensee fails to attain the minimum net salesthresholds (‘‘MNST’s’’) of Articlesduring any Annual Period, as set forth above (except as specificallyindicated in the immediately followingparagraph), ***

Notwithstanding the foregoing, if Licenseehas *** Expiration or termination of the License shall notaffect any obligation of the Licensee to make payments hereunderaccruing prior to such expiration or termination.

ARTICLE III.SALES

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

3.2 Deliberately Omitted.

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

ARTICLEIV. LICENSE FEES

4.1 Requirement ofFees.    All Licensed Products sold by the Licensee or itsAffiliates (including those from which the Licensed Mark may have beenremoved, e.g., irregulars) require the payment of Fees by the Licenseeto CKI as set forth in this Article IV, except as otherwise provided in§ 4.1.1.‘‘Affiliates’’ of any partymeans all individuals and business entities, whether corporations,limited liability companies, partnerships, joint ventures or otherwise,which now or hereafter control, or are controlled, directly orindirectly, by such party, or are under common control with suchparty.

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

|  |                                                                                                           |
|--|-----------------------------------------------------------------------------------------------------------|
|  | * The ratesapplicable to *** as defined herein shall be as noted, provided that ineach such case such *** |

For sales directly at ***, asnoted 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.    ‘‘GrossSales’’ means *** "NetSales’’ means***

4.1.3 Minimum GuaranteedFees.    In respect of each Annual Period or portion thereofduring the License Period, the Licensee shall pay to CKI the minimumfees listed below (the ‘‘Minimum GuaranteedFees’’ or‘‘MGF’s’’)***

|                                  |  |        |        |                                    |  |        |  |        |        |           |  |  |  |  |
|----------------------------------|--|--------|--------|------------------------------------|--|--------|--|--------|--------|-----------|--|--|--|--|
| AnnualPeriod/Year                |  |   |        | MinimumGuaranteed Fee (MGF)(Euros) |  |   |
| 1(2006)                          |  |   |   |                               |  | ***    |  |   |   |      |
| 2(2007)                          |  |   |   |                               |  | ***    |  |   |   |      |
| 3(2008)                          |  |   |   |                               |  | ***    |  |   |   |      |
| 4(2009)                          |  |   |   |                               |  | ***    |  |   |   |      |
| 5(2010)                          |  |   |   |                               |  | ***    |  |   |   |      |
| 6through 10 (2011 through2015)   |  |   |   |                               |  | ***    |  |   |        | ***  |
| 11through 15 (2016 through2020)  |  |   |        | ***                           |  |   |  |   |   |      |
| 16 through 20 (2021through 2025) |  |   |        | ***                           |  |   |  |   |   |      |
| 21 through25 (2026 through2030)  |  |   |        | ***                           |  |   |  |   |   |      |
| 26 through 30 (2031through 2035) |  |   |        | ***                           |  |   |  |   |   |      |
| 31 through35 (2036 through2040)  |  |   |        | ***                           |  |   |  |   |   |      |
| 36 through 40 (2041through2046)  |  |   |        | ***                           |  |   |  |   |   |      |
|                             |  |   |        | ***                           |  |   |  |   |   |      |
|                                  |

4.1.4 Allocationof Minimum Guaranteed Fees and Percentage Fees.    For purposesof CKI internal allocation, *** of the Minimum Guaranteed Fees and ***of the Percentage Fees shall be 

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     CONFIDENTIAL TREATMENT

allocated as a royalty for the use of theLicensed Mark and the remaining *** shall be allocated as‘‘fees’’ for the design, including thereviews and approval procedures, and other overall services under orrelating to the Agreement.

4.2 Statements.    Quarterly within each AnnualPeriod 30 days in arrears, the Licensee shall deliver to CKI *** or insuch simplified format as may be agreed to by the parties, signed bythe ***, stating that the Licensee is in compliance with the terms andconditions hereof and setting forth for ***. Licensee will use allreasonable efforts to provide Licensor with *** Within 90 daysof the end of each Annual Period, the Licensee shall also deliver toCKI a *** and in accordance with the provisions hereof. Receipt oracceptance by CKI of any statement furnished, or of any sums paid bythe Licensee, shall not preclude CKI from questioning their correctnessat any time; provided, however, that reportssubmitted by the Licensee, shall be binding and conclusive on theLicensee.

4.3 Books and Records.    TheLicensee shall, at its sole cost and expense, maintain complete andaccurate books and records (specifically including, without limitation,the originals or copies of documents supporting entries in the books ofaccount or electronic records) covering all transactions arising out ofor relating to this Agreement. Such books and records shall bemaintained in accordance with international accounting principlesgenerally accepted in Italy, and under the laws thereof(‘‘GAAP’’). CKI and its duly authorizedrepresentatives shall have the right, upon reasonable prior writtennotice from CKI and during normal business hours, once during eachAnnual Period and for three years after such Annual Period, to examineand copy said books and records and all other documents and materialsin the possession of and under the control of the Licensee with respectto all transactions arising out of or relating to this Agreement (suchaudits are to be completed within 6 months of commencement, providedLicensee and its accountants promptly respond fully andcompletely to all inquires of CKI, including all books, records,back-up, answers to question and other reasonable requests, and affordCKI and its representatives entry and accommodations at alltimes during such period). Each Annual Period shall be subject to auditonce (and when finalized as provided hereunder, not subject toadditional audits under this Agreement (except CKI’sshareholders)). The exercise by CKI of any right to audit at any timeor times or the acceptance by CKI of any statement or payment shall bewithout prejudice to any of CKI’s rights or remedies. (Nor willany acceptance of audit results affect or limit any rights of CKI as ashareholder.) The Licensed Products shall be assigned style numbersunique from any other products the Licensee may manufacture or sell.The style number assigned to each Licensed Product shall be identicalto the style number utilized to identify the Licensed Product in all ofthe Licensee’s books and records. All documents evidencing thesale of Licensed Products shall state the style number of each suchProduct. The Licensee shall not use terms such as‘‘assorted’’ or‘‘irregular’’ without a style specificationwith respect to the Licensed Products. Once finalized and all disputesresolved, as provided hereunder and under § 4.4, results shallbe binding on both parties under thisAgreement.

4.4 Underpayments.    If, upon anyexamination of the Licensee’s books and records pursuant to§ 4.3, CKI shall discover any Fee underpayment by the Licensee,the Licensee will make all payments required to be made to correct andeliminate such underpayment within 10 days of CKI’s demandtogether with interest thereon. In addition, if said examinationreveals a Fee underpayment of *** or more for any Annual Period, theLicensee will reimburse CKI for the reasonable out-of-pocket cost ofsaid examination within 10 days of CKI’s demand. In the eventLicensee disagrees with any finding underlying CKI’s demands, itshall so notify 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 andin good faith resolve the same before payment is due. Notwithstandingthe foregoing, if such dispute remains unresolved within 90 days ofLicensee’s receipt of CKI’s initial demand (unlessextended by CKI) despite and provided CKI has used good faith bestefforts to resolve within said time period, CKI’s last demand orfinal demand as may have been revised during such post audit meetingsor discussions shall apply, and Licensee shall promptly remit suchamounts (and interest).

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

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     CONFIDENTIAL TREATMENT

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

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

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

4.9 FinancialStatements.    Licensee shall deliver to CKI,:

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

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

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

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

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     CONFIDENTIAL TREATMENT

ARTICLE V. ADVERTISING ANDPROMOTION

5.1 Advertising.

5.1.1 InitialSupport/Reimbursement.    Deliberately Omitted.

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

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

The Licensee shall pay to CKI inrespect of the Advertising Obligation for each Annual Period, no laterthan *** CKI shall use the Advertising Obligation, in its sole andabsolute discretion, in connection with the advertising, marketing andpromotion of the Licensed Mark and the Licensed Products. Although thefinal decision as to the advertising program’s form, content andplacement must remain with CKI, CKI agrees to considerLicensee’s input and agrees that prior to the commencement ofeach campaign season, CKI and CRK will meet and listen toLicensee’s needs and overall strategy, and CKI and CRK will alsoreview CRK’s concepts for the upcoming season with Licensee.(Although CRK will give reasonable consideration as toLicensee’s input, decisions will be in CKI’s solediscretion and based on CKI’s subjective aesthetic judgement andother considerations.) If there are material changes to what CKI, CRKand Licensee discussed at the beginning of the season by CKI, CRK willapprise Licensee of the same. ***

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

5.1.4 Co-operative Advertising and PublicRelations. *** All Co-operative Advertising shall be (i) inaccordance with the parameters reasonably promulgated by CKI from timeto time, including, without limitation, creative, as approved by 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’’means advertisements by or in connection with retail accounts in localpublications, such as newspapers and certain approved retail catalogs(for CK/Calvin Klein Bridge Stores), if any, which CKI may specificallyapprove in writing after viewing the same), and applicable‘‘sharing’’ of expenses by such retailaccount with the Licensee, by way of advertising reimbursements,credits, charge-backs, or payments, only. Expenditures for‘‘co-op’’ advertising not included withinthe definition hereunder or not in compliance with CKI’sparameters will not constitute a‘‘qualified’’ expenditure for Co-operativeAdvertising hereunder.

‘‘Co-operativeAdvertising’’ does not include and shall not consist ofadvertisements in trade publications (except for certain prestigiousfashion trade publications as may be approved by CKI in writing on acase-by-case basis) or any expenses or costs of (without limitation)packaging, fixturing, display materials, point-of-sale(‘‘POS’’) or point-of-purchase(‘‘POP’’) materials, or advertising orselling materials or 

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     CONFIDENTIAL TREATMENT

‘‘tools’’ orseminars or training sessions, in-store merchandising contributions orsharing of expenses, or any other selling or merchandising expenses orevents, or any promotional materials, events or activities, such aspress kits, goody bags (gifts), or any consumeradvertising.

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

The CRK Fee shallbe applied on actual services and materials developed, produced orprovided by CRK for such Co-op/PR Obligation-qualified expenditureshereunder.

5.2 "Usage".If the Licensee requests advertising support including, withoutlimitation, the acquisition of rights to use images of models injurisdictions within the Territory where rights have not been obtainedor for uses for which authorization has not been granted, the Licenseeshall pay over to CKI the reasonable incremental costs associated withsuch advertising support. Such amounts shall be credited to the MAE,but may be credited over a number of Annual Periods not limited to theAnnual Period in which the expenseoccurs.

5.3 Approval of Materials,Activities.    The use and release of any and all promotionalmaterial (printed or otherwise) relating to the Licensed Products orthe Licensee’s activities pursuant to this Agreement in thenature of press releases, interviews or other similar public relationsevents, and any other corporate release, data or information which willor is likely to become public and, if so, could affect such image, willbe prepared or conducted in consultation with, and subject to the priorapproval of (or approval subject to reasonable CKI-requiredmodifications of), CKI’s public relations department (to beprovided or responded to promptly (as per § 6.5) and not to beunreasonably delayed). After any such approval, the Licensee will notmodify the approved material or activity in any material respect unlesssuch 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, includingadvertising shoots, public relations promotions, editorial promotions,press coverage and celebrity use, including where needed in advance ofregular production cycles (e.g., fashion shows, merchandising displayswithin showrooms, advertising shoots). Licensed Products whichconstitute celebrity, editorial and/or public relations‘‘samples’’ which are gifted to recipientwithout cost, by Licensee *** Included in such ‘‘PromoArticles’’ shall be a reasonable number of LicensedProducts to be provided to CKI (CRK) for its use for particularcelebrity ‘‘individuals’’ and press oreditorial recipients, as requested and/or specified by CKI,***

If and to the extent tax forms evidencing the value ofany 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 beof a 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, CKImay provide additional time for such depletion. However, all LicensedProducts to be shipped from and after the 6-months period (except forClose-outs or Seconds from prior seasons) will carry new labels,regardless of excess labelstock.

6.1.1 Consistency with OtherProducts.    The Licensed Products hereunder are among a rangeof lines of men’s, women’s, boys’ andgirls’ apparel and accessories products which are producedand/or sold by CKI, its licensees and other duly authorized partiesunder the Licensed Mark and other related trademarks. In order toprovide for consistency in scope, and to prevent confusion in themarket, the Licensee agrees to use commercially reasonable efforts toensure that it will only use the Licensed Mark in the form thereof thenapproved by CKI and that the placement of items constituting LicensedProducts in the market will be consistent with other merchandisebearing the Licensed Mark and be distinguishable from the placement ofproduct lines bearing othertrademarks.

6.2 Design.

6.2.1 Timeand Action Calendar.    The Licensee shall prepare, for theLicensed Products, and at least 60 days prior to the commencement ofeach Annual Period, shall deliver to CKI for its approval (reasonablyexercised within the standard design policy and procedures of CKI andtiming, development and production and placement schedules), a proposedtime and action calendar (‘‘Time and ActionCalendar’’) for the Collections to be developed duringsuch Annual Period; provided; however, that the Timeand Action Calendar for the first Annual Period shall be delivered forapproval no later than the date of execution hereof. The substance andformat of each Time and Action Calendar shall be as approved by CKIfrom time to time. In accordance with each Time and Action Calendar,and at least 60 days before the development stage of any Collection,the Licensee will provide a merchandising plan setting forth for eachProduct category the number of styles, estimated unit production,in-store delivery dates, target manufacturer’s suggested retailprice, target market segment and, where applicable, historical salesstatistics for CKI’s review andapproval.

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

6.2.3 DesignConcepts.    Based on the Agreed Upon Season’s Themes,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 designsfor the 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’’,the purpose 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 samplesof trim, 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 DesignConcepts.’’ The Licensee shall provide CKI with aphotographic record, duplicate ‘‘boards’’or such other comparable method acceptable to CKI, of the ApprovedDesign Concepts so that CKI has a means to verify compliance with theApproved Design Concepts at subsequent stages of the approval process,within 10 business days after approval of the Approved Design Concepts.The Licensee shall have 10 business days to resubmit for CKI’sapproval any Design Concept to which CKI directed modifications to bemade. If any resubmitted Design Concept, as changed, does not strictlyconform to CKI’s request for changes, and such strict conformitycannot be obtained after one resubmission, such Design Concept shallnot become an Approved Design Concept. No Licensed Products (includingsamples) shall be distributed and/or sold by the Licensee unless suchLicensed Products are in substantial conformity with Approved DesignConcepts. Approved Design Concepts shall only be deemed approved forthe specific Collection for which they have been submitted andapproved, unless CKI agrees otherwise inwriting.

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

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

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

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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 ofthe Collection for at least four prior seasons, if any), thenthe Licensee will discontinue such product within three months toenable the Licensee to fulfill outstanding orders. (Prototypes whichhave been approved by CKI, or those subject to changes being made bythe Licensee, upon resubmission of corrected prototypes and subsequentapproval by CKI, shall hereinafter be referred to as‘‘Approved Prototypes.’’).The Licensee shall provide CKI with a photographic record of allApproved Prototypes for each Collection, and also, the Licensee shallpromptly provide CKI, with a record of the use (i.e., the factorylocation in which each prototype will be used to produce the specificLicensed Products) of the Approved Prototypes, which shall includenotification (i.e., e-mail, fax, modified purchase order to factoryproducing the particular item of Licensed Product) and evidence(e.g., in the form of duplicate or modified prototype) of anychanges required by CKI. CKI may request that prototypes be developedin a standard size or to provide CKI with a variety of sizes andstyles, covering the spectrum, to assure itself of‘‘fit’’ andsizing.

6.2.7 Final Approval 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 ApprovedPrototypes.

6.3 Manufacture of Licensed Products byThird Parties.    All contractors wherever located which theLicensee desires to use in connection with the manufacture of LicensedProducts are subject to the prior written approval of CKI, whichconsent shall not be unreasonably withheld or delayed;provided, however, that CKI shall have 10 businessdays after its receipt of a written request from the Licensee to use amanufacturer or such longer period as is reasonable under thecircumstances to approve or disapprove such manufacturer. In order tomaintain CKI’s high standard of quality control and to insurethat appropriate measures are taken against counterfeiting, theLicensee shall provide CKI with the following information: (i) name andaddress of each proposed manufacturer; (ii) type of Licensed Productsto be manufactured; (iii) quantity of Licensed Products to bemanufactured; and (iv) any other relevant information. The Licenseeshall obtain the signature of an authorized representative from eachapproved third-party manufacturer used by the Licensee on an agreement(a ‘‘Third-Party ManufacturingAgreement’’), substantially in the form ofExhibit D. The Licensee shall not knowingly enter into aThird-Party Manufacturing Agreement with any third party that hasmaterially breached a similar agreement with CKI or its Affiliates orany licensee of CKI or its Affiliates. The Licensee acknowledges thatit shall remain primarily liable and completely obligated under all ofthe provisions of this Agreement in respect of such contracting orassembly arrangements.

6.4 Non-ConformingProducts.    In the event that any Licensed Products are, in thejudgement (which shall include subjective aesthetic considerations andstandards) of CKI, not being manufactured, distributed or sold withfirst quality workmanship or in strict adherence to the prototypesapproved by CKI, CKI shall notify the Licensee thereof in writing, andthe Licensee shall promptly initiate corrections or changes toproduction of such Licensed Product to conform thereto. Wherenon-conformity is material, substantial or may adversely affect thereputation or prestige or value of the Licensed Mark or CKI’sbusiness operations, CKI may require that no further sale or shipmentof such Licensed Mark be made until such corrections are made. IfLicensed Products as changed do not strictly conform after CKI’srequest and such strict conformity cannot be obtained after oneresubmission, such Licensed Products (the‘‘Non-Conforming Products’’)shall be disposed of in a way which shall not reduce the value of theLicensed Mark or detract from its reputation, which may include,without limitation, the destruction of the Non-Conforming Products, thedonation of such Non-Conforming Products to eleemosynary institutions,the sale of such Non-Conforming Products in a private sale, withproceeds to be given to charity, or the removal of Labels and otheridentification prior to sale, or other method reasonably approved byCKI. As noted, CKI may require the Licensee to cease further shipmentand sale of such Licensed Products, to recall any Licensed 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 CKIrequired under this Agreement must be obtained in advance of use of theitem subject to approval, which approval must be in writing from CKI tothe Licensee. 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. Theuse of any Label that has not been approved is expressly prohibited.CKI reserves 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/orCKTT as the owner of the Licensed Mark. The manner of presentation ofsuch notice shall be determined by CKI. Any and all proposedadvertising, promotional, business (including stationary, businesscards, invoices) or marketing or publicity material (including issuingpress releases, interviews or other public relations media), any POS,POP or other promotional material and any other printed material orother form of communications to be used in connection with themarketing, promotion, sale or distribution of the Licensed Mark must beapproved by CKI (as to content, form and specific use, including timingand duration of use) prior to use by Licensee, as noted in the2nd sentence of § 6.5 above, as to 10 business days,submission and information. If CKI should disapprove any sample tag,label, package or the like, or any advertising, promotional,merchandising, marketing or publicity material, activity or event orthe proposed placement or use thereof or any other printed matter,event or activity, Licensee will not use or permit the use of the samein any manner, whether or not in connection with Licensed Products orthe Licensed Mark.

6.7 Inspection ofFacilities.    CKI and its duly authorized representatives shallhave the right, during normal business hours and upon reasonablenotice, to inspect all facilities utilized by the Licensee (and itscontractors and suppliers to the extent the Licensee may do so) inconnection with the manufacture, sale, storage or distribution ofLicensed Products, and to examine the Licensed Products in the processof manufacture.

6.8 Samples and Artwork.    CKImay make available to the Licensee certain samples, designs, colors,fabric samples, tags, labels, packaging, catalogues and artworkavailable to CKI, and the cost of providing such materials shall beborne by the Licensee at prices equal to CKI’s cost (A) as maybe requested by Licensee or (B), in the case of‘‘multi-regional’’ items which CKI requiresto be 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 andapart from the payment of any CRK fee for the development of suchsamples, designs, colors, fabric samples, tags, labels, packaging,catalogues and artwork directly for Licensee for each Collection ofArticles which shall also be borne by Licensee. All right, title andinterest in and to samples, sketches, designs, and other materialsfurnished to the Licensee or submitted by CKI in connection with theLicensed Products, including any modifications or improvements thereofwhich may be created by CKI, shall remain the sole property of CKI asbetween the Licensee and CKI, and are‘‘licensed’’ hereunder solely andexclusively for use in connection with the manufacture, sale,distribution and promotion of Licensed Products in the Territory,otherwise subject to the terms and conditions of this LicenseAgreement.

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

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

6.11 DesignDirection.    The designs of the Licensed Products shall at alltimes be consistent with CKI’s design aesthetic for the LicensedMark. CKI may submit samples to the Licensee of or for products itdeems to be core to the image of the overall ‘‘CALVINKLEIN’’ trademark and/or product lines, and the Licenseeshall develop Licensed Products based thereon and shall usecommercially 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 ofCKI’s design rights. All designs used by the Licensee for theLicensed Products, except with respect to Excluded Designs, shall beused exclusively for the Licensed Products and may not be used underany other mark, whether during the License Period or any timethereafter, without the prior written consent of CKI. The Licenseeshall disclose and freely make available to CKI any and alldevelopments or improvements it may make relating to the LicensedProducts and to their manufacture, promotion and sales, including,without limitation, developments and improvements in any machine,process or product design, that may be disclosed or suggested by CKI orregarding any patent or trademark which the Licensee is entitled toutilize. ‘‘Excluded Design’’means a design (i) submitted by the Licensee and not approved by CKI;(ii) not distinguishable from similar generic products generallyavailable in the marketplace; or (iii) not distinguishable from aproduct which has previously appeared in the Licensee’s productline and the Licensee advised CKI of such condition at the time ofsubmission. In the event of clause (i) or (iii) above, the Licenseeshall retain title to such designs but shall permit CKI to use suchdesigns during the Term of this License Agreement. CKI may use andpermit others to use said designs and other materials in any manner itdesires, provided that such use does not conflict with any rightsgranted the Licensee hereunder or belonging to Licensee. The Licenseespecifically acknowledges that such designs and other materials may beused by CKI and its Affiliates and other licensees of CKI and itsAffiliates on Licensed Products in jurisdictions outside the Territoryand on products other than Licensed Products anywhere in the world,subject to the limitations described herein. Notwithstanding theforegoing, CKI shall not acquire any ownership interests in anypatents, trademarks or copyright rights owned or commissioned byLicensee and utilized for multiple or other than Licensed Products, bututilized as well in connection with the LicensedProducts.

6.13 Shops, Stores, RetailOutlets.    Subject to § 6.14, the Licensed Products soldby the Licensee may be *** Nothing herein shall be deemed 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 customersapproved from such list, together with the customers listed onSchedule 6.14, are referred to as the‘‘Approved Seconds and Close-OutsAccounts.’’ Notwithstanding CKI’sapproval of any customer, CKI may at any time subject sales to any suchcustomer, including, without limitation, any such customer listed onSchedule 6.14, to any conditions or limitations CKI considersappropriate; provided, however, that in order to beeffective, any such conditions or limitations must be set forth in awriting provided to the Licensee. Nothing herein shall be deemed toprohibit CKI from withdrawing its approval of any Approved Seconds andClose-Outs Account for ‘‘good’’ bona fidereasons, including, without limitation, any such Approved Seconds andClose-Outs Account listed on Schedule 6.14, upon written notice to theLicensee (at which time, such customer shall cease to be an ApprovedSeconds and Close-Outs Account for purposes of this Agreement);provided, however, that the Licensee may fulfill anyfirm orders entered into prior to the Licensee’s receipt ofCKI’s withdrawal ofapproval.

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

6.14.2 Close-Outs.***

6.15 Standards of Conduct.

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

6.15.2 AuditRequirement.    For each facility utilized by Licensee for themanufacturing of the Licensed Products (whether directly produced orproduced by or through a contractor, subcontractor or supplier) theLicensee will arrange to have the facility audited for compliance withthe Standards unless PVH notifies the Licensee in writing that italready has a current audit with respect to such facility thatevidences compliance with the Standards. Audits on each facility usedmust thereafter be conducted no less often than annually. Each auditshall be conducted by a suitable auditor (whether internal or external)designated by the Licensee, subject to Licensor’s andPVH’s approval. Disapproval by Licensor and PVH may only be forgrounded reasons. Each audit shall be conducted using the evaluationform attached hereto as Exhibit E or a substantively similarform approved by PVH. The Licensee shall identify to PVH in writingeach facility in which Licensed Product (or part thereof) are producedor which is to be re-audited and PVH shall notify the Licensee within30 days of PVH’s receipt of such notice if PVH has currentlyapproved the facility for production and when re-audit is required. Ifa facility is currently approved for production, the Licensee shallhave no obligation to arrange for a current audit of the facility. If afacility is denied approval by PVH as of such date, Licensee will notplace any new orders in such facility and will only use the facility tofulfill currently existing, non-cancelable orders. Licensee will stopproducing in such facility starting from the immediately subsequentseason. All audits shall be conducted at the Licensee’s soleexpense. All support to be given by PVH will be at PVH’sexpense.

Notwithstanding anything to the contrarycontained in this §6.15.2,***

6.15.3 Approval.    A comprehensiveaudit report prepared by the auditor shall be provided to PVH,attention the director of PVH’s Human Rights Program Department,promptly upon its 

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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 Useof Facility.    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 respectto such 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 otherentity.

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

ARTICLE VII. THE LICENSEDMARK

7.1 Rights to the Licensed Mark.

7.1.1 Ownership of Licensed Mark.    TheLicensee acknowledges that the Calvin Klein Trademark Trust(‘‘CKTT’’) is the owner, andCKI is the beneficial owner, of all right, title and interest in and tothe Licensed Mark, and to any variant, modification or embodimentthereof, for Products in the Territory; and that CKTT and CKI also ownthe goodwill related to such marks and to the business and goods inrelation to which such marks have been or will be used. The Licenseewill not at any time directly or indirectly do or suffer to be done anyact or thing that might in any way adversely affect any rights of CKTTor CKI in and to any of such marks, any registrations thereof or anyapplications for registration thereof, or which might reduce the valuethereof or detract from their reputation, image or prestige of that ofCKTT, CKI or Mr.  Calvin  Klein. Sales by the Licenseeshall be deemed to have been made by CKTT for purposes of trademarkregistration and all uses of the Licensed Mark by the Licensee and anyand all goodwill generated by use of the Licensed Mark shall inure tothe benefit 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 theLicensee’s rights under this Agreement (a) are solely those of amanufacturer, licensee and, if appropriate, distributor; and (b)subject to the provisions of § 8.5, cease upon termination ofthe 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 ‘‘CK/CALVINKLEIN’’ mark for products in International Class 18(leather accessories) in a number of jurisdictions in the Territory, asper schedule to beattached.

7.1.4 Survival.    Theprovisions of this § 7.1 shall survive the termination of theLicense Period and this Agreement.

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

7.3 Use of the LicensedMark.

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 withOther Name.    The Licensee shall not (a) co-join any name ornames with 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 inconnection with the Licensed Mark will be subject to the approval ofCKI. If CKI approves any use of the Licensed Mark in connection withthe Licensee’s corporate name, the Licensee will clearlyindicate that the Licensee is using the Licensed Mark pursuant to alicense from CKI as may be required by CKI. The Licensee will use suchtrade name to designate the operations under this Agreement as isapproved by CKI, and will file a fictitious name certificate(‘‘d/b/a’’) or use of ‘‘tradename’’ certificate or notice, as is generally used orrequired in the various jurisdictions in the Territory to reflect suchuse, as is reasonably approved by CKI).

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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, any copyrightwhich may be created in any sketch, design, print, Label or the likedesigned or approved or used with the Licensed Mark by the Licenseewill be the property of CKI. The Licensee shall not, at any time, do,or otherwise suffer to be done, any act or thing which may adverselyaffect any rights that CKI may have in such sketches, designs, prints,Labels and the like and will, at CKI’s request, do all thingsreasonably required by CKI to preserve and protect saidrights.

7.5 Infringements, Counterfeits and ParallelImports.

7.5.1 Infringements.    Inthe event that Licensee learns of any infringement or imitation of theLicensed Mark with respect to Products (other than insignificant,immaterial or de minimus situations) which it believes could beconsidered a counterfeit of the Licensed Products, or of any use by anyperson of a trademark similar to the Licensed Mark with respect toProducts which it believes could be considered a deliberate use ofsomething substantially similar to the Licensed Mark and is eithersubstantive, significant or would adversely affect the prestige,reputation or value of the Licensed Mark), it will promptly notify CKIthereof. The Licensee will take no action, including, but not by way oflimitation, settling any action, appealing any adverse decision ordiscontinuing any action taken by it, except to the extent the same isapproved in advance by CKI. All costs and expenses incurred in anyaction or proceeding (including investigatory expenses andattorneys’ fees, if applicable, court costs and filing fees)will be borne as determined in § 7.5.2. Any damages recovered orsums obtained in settlement in or with respect to any action shall (i)first be applied proportionately to reimburse CKI and the Licensee forthe respective expenses incurred and actually paid by it and (ii) thebalance, if any, shall belong and shall be paid over to, on afifty-fifty basis, to CKI and the Licensee. In no event will anyinfringement by a third party justify the withholding of any payment ofFee or other amount by theLicensee.

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 anddeter (i) the diversion into and sale within and from the Territory ofproducts (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) the importation into, or sale or manufacture within as well asfrom, the Territory of counterfeit Licensed Products or infringingProducts; in each case subject to contributions from and reimbursementby various licensees (as well as other authorized users of the LicensedMark and other marks of CKI and CKTT), and subject to applicable law.CKI generally requires, and will continue to require, its licensees intheir respective agreements to restrict exports from their respective‘‘territories’’ (as per the final sentenceof § 1.1.2) in order to prevent importation of applicablemerchandise into another licensee’s‘‘territory.’’ The Licensee acknowledgesand agrees that CKI is under no obligation to maintain any such Networkor other arrangement, and may curtail, modify, terminate or discontinuesuch Network in whole or in part at any time. For the time being,unless or until CKI otherwise determines and so advises the Licensee inCKI’s reasonable discretion, the Licensee will cooperate in suchefforts as reasonably requested by CKI, and under procedures as CKI mayagree upon with Licensee, and will timely remit and/or, as applicable,promptly reimburse out-of-pocket expenses reasonably incurred by CKI insuch efforts (including, without limitation, reasonableattorneys’ fees and expenses) as follows: *** Upon theLicensee’s request, CKI will meet with the Licensee to discussCKI’s enforcement activities and the costs associatedtherewith.

7.5.2.2 Diversion.    TheLicensee shall use all commercially reasonable efforts to minimize anddeter the diversion of Licensed Products for sale outside of theTerritory, including, without 

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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 andexpenses).

7.5.3 CriminalProceedings.    CKI may, but need not elect to, initiatecriminal or civil actions against persons or entities outside theTerritory seeking to manufacture counterfeit Licensed Products or sellor ship counterfeit Licensed Products into the Territory (excluding,for this purpose, manufacturers or subcontractors described in thedefinitions of Diversion or Parallel Imports). The cost related to anysuch actions shall be borne entirely by the Licensee, if the Licenseerequests that such action be taken, or by CKI, if CKI determines totake such action.

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

7.5.5 Nature ofProceedings.    Whenever it is not readily apparent whetheractions or proceedings involve counterfeit Licensed Products, ParallelImports or Diversion, CKI will, where practical and subject to timeconstraints, contact CKJE for information or input, and then reasonablydetermine the nature of such items in good faith (with all due cautionas to ramifications of erroneous determinations as to whether‘‘counterfeit’’ or not), taking intoaccount all relevant information provided by theLicensee.

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

7.6 TrademarkSecurity.

7.6.1 CounterfeitProtection.    The Licensee shall use all commerciallyreasonable efforts to prevent counterfeiting of the Licensed Products.All Licensed Products shall bear and use any reasonable counterfeitpreventive system, devices or labels, provided that Licensee may decidein its own good faith discretion, which system, devise or labels touse.

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

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

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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)’’ (alone or with other breaches ordefaults), upon 25 business days notice (without any cure period);and

(C) upon 25 business days notice, unless cured withinsuch 30 business days, in the case of subsections‘‘(l)’’ or‘‘(m)’’ (provided not with otherbreaches or defaults under other noted subsections),

theLicense and other rights granted to the Licenseehereunder:

(a) Deliberately Omitted;

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

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

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

(e) Underpayment by the Licenseeof Fees (including non-timely (i.e., on or within 15 business days ofthe due date) payment of any installment of Minimum GuaranteedFees or MAE hereunder) of 7.5% or more with respect toany Annual Period, or of 5% or more with respect to any two (2)consecutive Annual Periods, unless such underpayment of fees (notMGF’s or MAE’s) was result of clerical or bank errors, orconstitutes a ‘‘bona fide’’ dispute betweenthe parties, which is the subject of continuing good faith efforts to‘‘resolve,’’ not known to a responsibleofficer or other financial person, and promptly corrected as soon as‘‘known’’ or so advised byCKI);

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

(g) Cessation by the Licensee of itsbusiness;

(h) The Licensee assigns, attempts toassign (entering into a binding term sheet or contingent contract oragreement, not just ‘‘discussion’’)**,**sublicense (without CKI’s approval), or otherwise transfersor attempts to transfer any of its rights or obligations hereunder. Anysuch attempted or completed assignment, sublicense or transfer(‘‘Transfer’’), whethervoluntary or by operation of law, directly or 

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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 JeanswearN.V., Fingen S.p.A., its affiliates, shall be deemed a transfer inviolation of the terms hereof and prohibited as a‘‘Transfer’’ hereunder. Prompt notice ofany transfer by CK Jeanswear N.V., Fingen S.p.A. or its affiliates(other than Calvin Klein, Inc. or its successors, assignees ortransferees) of more than five percent (5%) (whether over aperiod of time or all at once)**(‘‘Notice’’)** , shall be delivered toLicensor**.** 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’’ permittedTransferee (except that Notice shall apply to any transfer of more than35% of the Transferee) . Except as otherwise provided herein,this Agreement shall inure to the benefit of and shall be binding uponthe parties and permitted successors andassigns.

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

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

(k) Any indebtedness of the Licensee inexcess of Euros €5  million is accelerated orotherwise comes due and payable before its stated maturity and is notsubject to cure under the applicable instrument, which would have aMaterial Adverse Effect;

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

(m) The repeated violation by the Licensee ofany 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 businessdays).

8.4 Termination With Notice and Right toCure.    In the event of the failure by the Licensee to performor observe any material term or covenant or agreement contained in thisAgreement, other than those specified in § 8.3, CKI mayterminate the License and the other rights granted to the Licenseeunder this Agreement by giving notice of termination to the Licensee (a‘‘Notice of Termination’’),which termination shall become effective automatically unless theLicensee completely cures the breach within 30 days of the giving ofthe Notice of Termination unless such cure cannot be completed within30 days, in which case termination will not become effective so long asthe Licensee is in good faith diligently and expeditiously attemptingto cure such breach, only for up to, but not beyond, 90days.

8.5 Effect of Termination.    Upon theexpiration or termination of the License and the License Period for anyreason whatsoever, all of the rights of the Licensee under thisAgreement shall forthwith terminate and immediately revert to CKI; allFees on sales theretofore made shall become immediately due andpayable; the Licensee shall forthwith discontinue all use of theLicensed Mark, except that the Licensee may, on a non-exclusive basis,during the period (i) commencing on the date of the expiration of theLicense Period pursuant to § 2.1 or termination of the Licensebecause of the breach of § 3.2 and ending 4 months thereafter or(ii) commencing on the date of the termination of the License pursuantto clause (b), (c), (d) or (e) of § 8.3 and ending 4 monthsthereafter (unless at the advance request of Licensee, which requestincludes an up-to-date inventory schedule, with anticipated dispositiondates, CKI in writing agrees to extend such Disposal Period for up toan additional 30, 60 or 90-day period only, in no event toexceed 6 months in aggregate) (the ‘‘DisposalPeriod’’), consummate all sales of LicensedProducts which were firm on the date of such expiration or terminationand sell the balance of the 

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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 Feeswith respect thereto shall be due on the last day of the DisposalPeriod. Without limiting the generality of the first clause of this§ 8.5, the Licensee acknowledges that activities, includingsales during the Disposal Period, are on a non-exclusive basis.Subsequent to the Disposal Period or, if none, subsequent to suchtermination, the Licensee shall no longer use the Licensed Mark, anyvariation, imitation or simulation thereof, or any trademark similarthereto; and the Licensee shall thereupon deliver to CKI, free ofcharge, all sketches, designs, colors and the like in its possession orcontrol, designed or approved by CKI, and all Labels supplied by CKI inthe Licensee’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 ‘‘InventorySchedule’’). CKI thereupon shall have the option,exercisable by written notice to the Licensee within 15 days after itsreceipt of the Inventory Schedule, to purchase (or to have its designeepurchase) any or all of the Inventory (other than Inventory required toconsummate sales of Licensed Products which were firm on the date ofsuch expiration or termination) for an amount *** In the eventsuch notice is sent by CKI, CKI (or its designee) may collect theInventory referred to therein within 90 days after CKI’s notice.CKI (or its designee) will pay for the Inventory upon collection. Inthe event such notice is not sent, the Licensee may dispose of theLicensed Products during any Disposal Period pursuant to § 8.5;provided, however, that such disposition shallcontinue to be subject to the Licensee’s obligations hereunder,including, without limitation, with respect to the payment of fees andthe approval of customers and advertising. At the end of the DisposalPeriod, or if none, upon such termination, any Licensed Productsremaining in the Licensee’s possession or control, including,without limitation, in any stores of the Licensee, shall, at therequest of CKI, be destroyed. To the extent the Licensee completelyremoves the Licensed Mark from the Licensed Products, and all Labelsattached to such Licensed Products, and such Licensed Products are notrecognizable as a Licensed Product and cannot be distinguished fromsimilar generic products generally available in the marketplace, suchProducts shall no longer be Licensed Products. CKI shall have the rightat any time, and at its expense, to conduct a physical inventory of theLicensed Products then in the Licensee’s possession orcontrol.

8.7 Freedom to License.    CKI shallbe free to license to others the use of the Licensed Mark in connectionwith the manufacture, sale, distribution and promotion of LicensedProducts in the Territory upon termination or expiration of thisAgreement and to enter into discussions and negotiations applicablethereto, provided only that no shipment of Licensed Products and nopublication of institutional or consumer advertising of the LicensedProducts pursuant to any such new license will be permitted prior tothe termination or expiration of this Agreement.

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

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

8.10 Compensation.    Withoutlimiting any right or remedy of CKI, if CKI terminates this Agreementpursuant to § 8.3, CKI shall have the right to***

ARTICLE IX. INDEMNIFICATION ANDINSURANCE

9.1 Indemnification by theLicensee.    The Licensee does hereby indemnify and holdharmless CKI, its Affiliates, including, without limitation, PVH, CKTT,and its and their current and former respective directors, officers,employees, agents, trustees, and representatives, as well as Mr.Calvin  Klein, his heirs, his estate and their respective legalrepresentatives (each, an ‘‘IndemnifiedParty’) from and against any and all losses, liabilities,damages and expenses (including reasonable attorneys’ fees andexpenses (including allocable costs of in-house counsel)), which anIndemnified Party may incur or be obligated to pay in any third partyaction, claim or proceeding, for or by reason of any acts, whether ofomission or commission, that may be committed by the Licensee (whichfor purposes of this § 9.1, includes its Affiliates, but notGuarantor) or any of their servants, agents or employees in connectionwith the Licensee’s performance of this Agreement, including butnot limited to:

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

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

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

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

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

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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 suitor claim is for personal injury, involves alleged defects in theLicensed Products manufactured, sold or distributed hereunder, orotherwise.

9.3 Indemnification by CKI.    CKIdoes hereby indemnify and hold harmless the Licensee and itsAffiliates, and their respective managers, directors, members,shareholders, employees and agents from and against any and all losses,liability, damages and expenses (including reasonable attorneys’fees, costs and expenses, but excluding consequential damages,incidental damages and lost profits) which any of them may incur or forwhich it may become liable or compelled to pay in any action or claimalleging: (i) CKI’s breach of any representation or warranty ofCKI hereunder in § 11.1; or (ii) that the Licensee’s useof the Licensed Mark in accordance with the terms of this Agreementviolates the bona fide trademark ownership rights of a third party inthe United States or Canada. The Licensee will promptly notify CKI ofany action or claim brought to its attention; provided,however, that the failure to promptly notify CKI shall notrelieve CKI of its obligation hereunder, except to the extent (if any)that CKI actually prejudiced thereby. The provisions of this §9.3 and the obligations of CKI set forth herein shall survive theexpiration or other termination of this Agreement.

9.4 Insurance.

9.4.1 Requirement.    Withoutlimiting the Licensee’s liability pursuant to the indemnityprovisions of this Agreement, the Licensee shall maintain comprehensivegeneral liability insurance in the amount of at least *** with a broadform property damage liability endorsement. This insurance shallinclude broad form blanket contractual liability, personal injuryliability, products and completed operations liability. Each coverageshall be written on an ‘‘occurrence’’form.

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

9.4.3 Approved Carrier/PolicyChanges.    All insurance shall be obtained from primary, andfinancially capable and reputable, insurance companies. The Licenseeshall give at least 30 days’ prior written notice to CKI of thecancellation or any modification of such insurance policy that wouldaffect any of CKI’s, CKTT’s, or Mr.  CalvinKlein’s status or benefits thereunder. This insurance may beobtained for CKI, CKTT, or Mr.  Calvin  Klein by theLicensee in conjunction with a policy which covers products other thanthe Licensed Products.

9.4.4 Evidence ofCoverage.    No later than 20 days from the date hereof, theLicensee shall furnish to CKI evidence, in form and substancesatisfactory to CKI, of the maintenance and renewal of the requiredinsurance copies of policies with applicable riders and endorsements)and certificates ofinsurance.

9.4.5 Territory.    Theinsurance set forth in this § 9.4 must cover the entireTerritory to the extent available in each jurisdiction in theTerritory.

ARTICLE X. COMPLIANCE WITHLAWS

10.1 Compliance with Laws.    TheLicensee shall comply with all laws, rules, regulations andrequirements of any governmental body which may be applicable to theoperations of the Licensee 

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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 ofthe Parties.    Each of the parties hereby represents andwarrants to the other party that: it is a corporation (or limitedliability company, as applicable) duly organized, validly existing andin good standing under the laws of the jurisdiction of itsincorporation; it has the full right, power and authority to enterinto, and perform its obligations under, this Agreement; and allnecessary corporate acts have been effected by it to render thisAgreement valid and binding uponit.

11.2 Definitions.    Each of the followingterms (unless deliberately omitted) has the meaning ascribed thereto inthe applicable § thereincontained:

**DefinedTerm**

Advertising ObligationAdvertisingOverageAdvertising ShortfallAffiliatesAgreed UponSeason’s ThemesAnnual PeriodAnti-DiversionEffortsAnnual PeriodApproved AccountsApproved DesignConceptsApprovedPrototypesApproved Seconds andCloseouts AccountsCKICKIStoresCKTTClose-OutsCodeCollectionCo-operativeAdvertisingCRKCRK FeeDesign ConceptsDisclosingPartyDisposal PeriodDiversionE-CommerceExcludedDesignGross SalesMinimum Guaranteed FeesIndemnifiedPartyInitial License PeriodInventoryInventoryScheduleLabelsLicenseLicensed MarkLicensePeriodLicensed ProductsLicenseeLicensingForecastMinimum Net SalesThreshold

    

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NetSalesNetworkNon-Conforming ProductsNotice ofTerminationParallel ImportsPercentage FeesPR OveragePRShortfallProductsPVHRenewal LicensePeriodSecondsStandardsTerritoryTime And ActionCalendarThird-Party Manufacturing AgreementTrademark SecurityPlanTransfer

11.3 Notices.    Allreports 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:

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

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

|                              |                                                                                                                                                                              |
|------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| If to the Licensee,to:  | CK Jeanswear Europe S.p.A.Via ProvincialeLucchese 181 50019Sesto Fiorentino, Florence, ItalyAttn.: ChiefExecutive OfficerTelephone: +39 055 305 442Facsimile: +39 055310 506 |

|                          |                                                                                                                                                        |
|--------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| If to Warnaco, to:  | WF Overseas FashionC.V.c/o Warnaco Inc.501 Seventh AvenueNew York, New York10018Attn: General CounselTelephone: (212)287-8282Facsimile: (212) 287-8275 |

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

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

11.5 Sublicense.    The Licensee is prohibitedfrom granting any sublicenses under this Agreement unless approved byCKI.

Licensee shall have the right to grant adistributorship or distributorships (excluding a sublicense) forlimited 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 thisAgreement);

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

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

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

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

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

(vii) if applicable,***

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

11.7 No Agency.    The Licenseeshall not represent itself as the agent or legal representative of CKIor its Affiliates for any purpose whatsoever and shall have no right tocreate or assume any obligation of any kind, express or implied, for oron behalf of them in any way whatsoever. CKI shall similarly notrepresent itself as the agent or legal representative of the Licenseeor its Affiliates for any purpose whatsoever and shall have no right tocreate or assume any obligation of any kind, express or implied, for oron behalf of them in any way whatsoever.

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     CONFIDENTIAL TREATMENT

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 thisAgreement.

11.9 Benefit.    This Agreementshall inure to the benefit of and be binding upon the parties hereto,and, subject to §§ 11.4 and 11.6, their successors andassigns. PVH, CKTT and Mr.  Calvin  Klein (with respect to§§ 9.1 and 9.4) shall be third-party beneficiaries ofthis Agreement and, whether or not expressly set forth herein, shallhave the right (a) to exercise, and enforce against the Licensee, therights of CKI hereunder if CKI fails to exercise such rights, and (b)to exercise, and enforce against the Licensee, the same rights as CKIhereunder in addition to (and not in lieu of) any rights CKI hashereunder. Nothing herein shall be deemed to give the Licensee anyrights to make any claim against PVH, CKTT and/or Mr.Calvin  Klein.

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

11.11 Non-Waiver.    No waiver by eitherparty of any breach hereof or default hereunder will constitute acontinuing wavier of such provision or of any other provision of thisAgreement. Acceptance of payment by CKI will not be deemed a waiver byCKI of any violation of or default under any of the provisions of thisAgreement by the Licensee or an election of remedies as to which anyand all rights (and all remedies) are expressly reserved andretained.

11.12 Severability.    In case anyone or more of the provisions contained in this Agreement should beinvalid, illegal or unenforceable in any respect in any jurisdiction,the validity, legality and enforceability of such provisions shall notbe affected or impaired in any other jurisdiction, nor shall theremaining provisions contained herein in any way be affected orimpaired thereby, unless CKI determines such provision was material, inwhich case CKI may terminate thisAgreement.

11.13 Headings.    The headings ofthe 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 OBLIGATIONSOF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUTREFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAW. (HOWEVER, DISPUTESREGARDING THE LICENSED MARK WILL BE RESOLVED IN ACCORDANCE WITH THEU.S. FEDERAL TRADEMARK LAWS AND RELATED LAWS, STATUES, RULES ANDREGULATIONS OF THE UNITED STATES UNLESS THERE ARE NO U.S. FEDERAL LAWS,STATUTES, RULES OR REGULATIONS DISPOSITIVE OF SUCH DISPUTE, IN WHICHEVENT SUCH DISPUTES WILL BE RESOLVED IN ACCORDANCE WITH THE PREVIOUSLYDESCRIBED LAWS OF THE STATE OF NEWYORK.)

11.16 Jurisdiction.    Any legal actionor proceeding 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 

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     CONFIDENTIAL TREATMENT

and unconditionally waives any objection,including, without limitation, any objection to the laying of venue orbased on the grounds of forum non conveniens, which it may nowor hereafter have to the bringing or maintaining of any such action orproceeding 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 tobecome effective 30 days after suchmailing.

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

11.19 Assignment Within WarnacoFamily.    Following the closing of the Transaction, pursuant towhich Warnaco will, in accordance with its terms, acquire the businessof Licensee, this Agreement may 

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     CONFIDENTIAL TREATMENT

be assigned within the Warnaco family ofcompanies in accordance with the terms as agreed by CKI and set forthin writing simultaneously herewith.

IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first set forthabove.

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

|  | By:/s/ TomMurry                                        Name:Tom MurryTitle: President and COO |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | CKJEANSWEAR EUROPE, S.P.A. |
|--|----------------------------|

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

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

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

|  | By: /s/ Stanley P.Silverstein                        Name: StanleyP. SilversteinTitle: President andSecretary |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

**SCHEDULE6.13**

APPROVED ACCOUNTS

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     CONFIDENTIAL TREATMENT

**SCHEDULE6.14**

APPROVED SECONDS AND CLOSE-OUTSACCOUNTS

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SCHEDULES

SHAREHOLDERS

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

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     CONFIDENTIAL TREATMENT

EXHIBITT

TERRITORY

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

Also Norway, Switzerland, Monte Carlo, VaticanCity, Liechtenstein, Iceland and

Eastern Europe andRussia, consisting of:

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

Middle East:

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

Africa**:

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

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

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

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     CONFIDENTIAL TREATMENT

EXHIBIT P (page 1 of 2)

PRODUCTS

*** [approximately 2 pagesredacted]

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**EXHIBITB**

ROYALTY STATEMENT

FORM MUST BESUBMITTED COMPLETED

CALVIN KLEIN,INC.

|        |      |                            |
|--------|------|----------------------------|
|   | Page | ______ of ______ |

|        |      |              |
|--------|------|--------------|
|   | Date | ____________ |

NAMEOF LICENSEE:

LICENSEE’S ADDRESS:

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

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

Forthe month of           .

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

For the month of           .

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

For the month of           .

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

TOTAL

205        NET SALESBY ACCOUNT

205        INVENTORY AS OF THE END OF THEPERIOD:

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

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     CONFIDENTIAL TREATMENT

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

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

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

|  | By:______________________________________ Name: Title: Chief FinancialOfficer or other duly authorized executive officer as applicable |
|--|----------------------------------------------------------------------------------------------------------------------------------------|

The completion of this statement does not limit theLicensee’s right to receive credit for payments of MinimumGuaranteed Fees and Percentage Fees as set forth said LicenseAgreement.

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     CONFIDENTIAL TREATMENT

EXHIBITD

THIRD-PARTY MANUFACTURINGAGREEMENT

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

WITNESSETH:

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

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

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

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

NOW, THEREFORE, the parties hereby agree asfollows:

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

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

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

7. The Manufacturer will adhere to the standardsand guidelines set forth in PVH’s publication ‘‘AShared Commitment — Requirements for Suppliers, Contractors,Business Partners’’ and PVH’s‘‘Statement of Corporate Responsibility,’’copies of which the Manufacturer acknowledges it has received. TheManufacturer further acknowledges that it has read and understands suchpublications. The Manufacturer will communicate immediately to theLicensee any departure from such standards and guidelines. TheManufacturer acknowledges that compliance with such standards andguidelines is a prerequisite to a continuing relationship with theLicensee.

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

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

|  |
|--|

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

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     CONFIDENTIAL TREATMENT

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

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

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

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

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

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     CONFIDENTIAL TREATMENT

EXHIBITE

PRODUCTION FACILITY EVALUATION FORM

FORMMUST BE SUBMITTED COMPLETED

CALVIN KLEIN,INC.

|        |      |                            |
|--------|------|----------------------------|
|   | Page | ______ of ______ |

|        |      |              |
|--------|------|--------------|
|   | Date | ____________ |

NAMEOF LICENSEE:

LICENSEE’S ADDRESS:

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

PRODUCTIONFACILITY:

Name:__________________________________________________________________________

Name ofPresident of Production Facility________________________________________________

Address:________________________________________________________________________

|  |
|--|
|  |  |
|  |

Product:________________________________________________________________________

DateFactory Evaluation Completed:__________________________________________________

Signed:   ________________________________

(Note: Must be signed by an authorized officer of the division producingLicensedProducts)

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

(PrintName)

|  | Submit to the attention of: |
|--|-----------------------------|

|  | CALVINKLEIN, INC. 205 West 39th Street New York, NY10018 Attention: |
|--|---------------------------------------------------------------------|

|  | Deirdre Miles-Graeter 10May  2005 |
|--|-----------------------------------|

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     CONFIDENTIAL TREATMENT

SCHEDULE OF ISSUED REGISTRATIONSANDPENDING APPLICATIONS FOR ‘‘CK/CALVINKLEIN’’ TRADEMARKS IN CLASS25

|                                                                    |  |                      |  |                                    |  |                                                          |  |        |  |  |  |  |  |  |  |  |  |  |
|--------------------------------------------------------------------|--|----------------------|--|------------------------------------|--|----------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY                                                            |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                                                    |  |   |
| Algeria                                                            |  | 16Aug 95             |  | Reg. No. 49384                     |  | 18,25(CK/Calvin Klein)                                   |  |   |
|                                                               |  | 30 Dec 95            |  | Reg.No. 50097                      |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Armenia                                                            |  | 14 Oct98             |  | Reg. No. 3633                      |  | 18,25 (CK/CalvinKlein)                                   |  |   |
|                                                               |  | 21 Apr 97            |  | Reg. No.4134                  |  | 24,25,42 (CK/CalvinKlein)                                |  |   |
| Austria                                                            |  | 11 Oct93             |  | Reg. No. 153,247                   |  | 18,24,25 (CK/CalvinKlein)                                |  |   |
| Azerbaijan                                                         |  | 10 Jun 99            |  | Reg.No. 990586                |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Bahrain                                                            |  | 31 May  95           |  | Reg.No. 18853                      |  | 25(CK/CalvinKlein)                                       |  |   |
| Byelorussian                                                       |  | 18 Dec 97            |  | Reg.No. 7637                       |  | 18,25 (CK/Calvin Klein)                                  |  |   |
|                                                               |  | 24Apr 97             |  | Ser. No. 970,704                   |  | 24,25,42 (CK/CalvinKlein)                                |  |   |
| Bulgaria                                                           |  | 23 May95             |  | Reg. No. 27675                     |  | 3,18,24,25 (CK/CalvinKlein)                              |  |   |
| Croatia                                                            |  | 28 Jun 95            |  | Reg. No.Z-951067                   |  | 18,25 (CK/Calvin Klein)                                  |  |   |
|                                                               |  | 18Mar  93            |  | Reg. No. Z-930655                  |  | 3,25(re-regYugoslav#34173)                               |  |   |
| CTM                                                                |  | 1 Apr96              |  | Reg. No.66712                      |  | 3,4,8,9,14,16,18,20,21,24,25,26,27,35,42(CK/CalvinKlein) |  |   |
|                                                               |  | 21 Aug97             |  | Reg. No.617415                     |  | 9,25 (CK/CalvinKlein)                                    |  |   |
| Cyprus                                                             |  | 5 Mar96              |  | Reg. No. 44740                     |  | 25 (CK/CalvinKlein)                                      |  |   |
| Czech Republic                                                     |  | 27 Mar97             |  | Reg. No. 198,533                   |  | 9,18,25 (CK/CalvinKlein)                                 |  |   |
| Denmark                                                            |  | 10 Dec 93            |  | Reg. No.08562/1993                 |  | 3,18,25 (CK/CalvinKlein)                                 |  |   |
| Egypt                                                              |  | 18 Apr 95            |  | Reg. No.95389                      |  | 25 (CK/Calvin Klein)                                     |  |   |
| Estonia                                                            |  | 21 Feb 97            |  | Reg. No. 22535                     |  | 18,25(CK/CalvinKlein)                                    |  |   |
| Finland                                                            |  | 6 Feb 95             |  | Reg. No.136190                     |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| France                                                             |  | 25 Aug 93            |  | Reg. No.93/481421                  |  | 25 (CK/Calvin Klein)                                     |  |   |
| (St.Martin,St. Barthelomy,French Guiana& other FrenchAntilles) |  |                 |  |                               |  |                                                     |  |   |
| Georgia                                                            |  | 30Apr 98             |  | Reg. No.9139                  |  | 18,25 (CK/CalvinKlein)                                   |  |   |
|                                                               |  | 7 Jul 98             |  | Reg. No.9934                       |  | 24,25,42 (CK/CalvinKlein)                                |  |   |
| Germany                                                            |  | 5 Jul94              |  | Reg. No. 2070077                   |  | 25 (CK/CalvinKlein)                                      |  |   |
| Greece                                                             |  | 26 Oct93             |  | Reg. No.116,446                    |  | 18,25 (CK/CalvinKlein)                                   |  |   |
|                                                               |  | 19 Sep 96            |  | Reg. No.130,753                    |  | 9,25 (CK/CalvinKlein)                                    |  |   |
| Hungary                                                            |  | 15 Nov95             |  | Reg. No. 145,249                   |  | 18,25(CK/Calvin Klein)                                   |  |   |
| Iceland                                                            |  | 27 Apr94             |  | Reg. No. 284/1994                  |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Iran                                                               |  | 4 May  96            |  | Reg. No.79864                      |  | 18,25 (CK/Calvin Klein)                                  |  |   |
| Ireland                                                            |  | 21 Sep 93            |  | Reg. No.157,276                    |  | 25 (CK/CalvinKlein)                                      |  |   |
|                                                               |  | 21 Aug 97            |  | Reg. No.208,239                    |  | 8,21,25,26,27,35 (CK/CalvinKlein)                        |  |   |
| Israel                                                             |  | 4 Feb 97             |  | Reg.No. 98092                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| Italy                                                              |  | 12 Apr 96            |  | Reg. No.675,586                    |  | 25 (CK/CalvinKlein)                                      |  |   |
| Jordan                                                             |  | 8 May  95            |  | Reg.No. 37965(r)                   |  | 25 (CK/CalvinKlein)                                      |  |   |
| Kazakhstan                                                         |  | 1 Oct97              |  | Reg. No.6157                       |  | 18,25(CK/CalvinKlein)                                    |  |   |
|                                                               |  | 24 Feb 99            |  | Reg. No.8324                       |  | 24,25,35,42 (CK/CalvinKlein)                             |  |   |
| Kuwait                                                             |  | 30 Nov96             |  | Reg. No. 31697                     |  | 25 (CK/CalvinKlein)                                      |  |   |
|                                                                    |

----

     CONFIDENTIAL TREATMENT

|                      |  |                      |  |                                    |  |                                                          |  |        |  |  |  |  |  |  |  |  |  |  |
|----------------------|--|----------------------|--|------------------------------------|--|----------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|--|--|
| COUNTRY              |  | APPLICATION/REG.DATE |  | APPLICATION(S.NO.)/REGISTRATIONNO. |  | CLASS                                                    |  |   |
| Latvia               |  | 20 Aug97             |  | Reg. No. LVM-37968                 |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Lebanon              |  | 14 Jun95             |  | Reg. No. 66134                     |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Liechtenstein        |  | 24 Feb 95            |  | Reg.No. 9322                       |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Lithuania            |  | 25 Aug 95            |  | Reg. No.LT-31807                   |  | 18,25(CK/Calvin Klein)                                   |  |   |
| Malta &Gozo      |  | 8 May  96            |  | Reg. No.25650                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| Morocco              |  | 22 Aug95             |  | Reg. No. 57300                     |  | 18,25(CK/CalvinKlein)                                    |  |   |
|                 |  | 1 Mar  96            |  | Reg. No.58871                      |  | 3,4,8,9,14,16,18,20,21,24,25,26,27,35,42(CK/CalvinKlein) |  |   |
| Nigeria              |  | 9 Dec 93             |  | Reg. No.57750                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| Norway               |  | 10 Nov94             |  | Reg. No. 165,458                   |  | 25 (CK/CalvinKlein)                                      |  |   |
| *OAPI                |  | 24 Nov 95            |  | Reg. No.35745                      |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Oman                 |  | 29 May  96           |  | Reg.No. 13673                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| Poland          |  | 28 May99             |  | Reg. No. 106459               |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Portugal             |  | 15 Dec94             |  | Reg. No. 295,319                   |  | 25(CK/CalvinKlein)                                       |  |   |
| Qatar                |  | 11 Jun 02            |  | Reg. No.13233                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| Romania              |  | 16 Aug95             |  | Reg. No. 24051                     |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| Russian              |  |                 |  |                               |  |                                                     |  |   |
| Federation           |  |                 |  |                               |  |                                                     |  |   |
| (formerUSSR)         |  | 18 Jul97             |  | Reg. No. 154,946                   |  | 18,24,25(CK/Calvin Klein)                                |  |   |
|                 |  | 15 Sep 98            |  | Reg.No. 167,772                    |  | 24,25,42 (CK/CalvinKlein)                                |  |   |
| (Republicof)         |  |                 |  |                               |  |                                                     |  |   |
| SaudiArabia          |  | 11 Sep94             |  | Reg. No.319/11                     |  | 25 (CK/Calvin Klein)                                     |  |   |
| Slovak Republic      |  | 28 Jan 99            |  | Reg. No.184071                     |  | 18,25(CK/CalvinKlein)                                    |  |   |
| Slovenia             |  | 20 Dec 96            |  | Reg. No.9570583                    |  | 18,25 (CK/Calvin Klein)                                  |  |   |
| SouthAfrica          |  | 24 Apr 95            |  | Reg. No. B95/05079                 |  | 25(CK/Calvin Klein)                                      |  |   |
| (CoversVenda    |  |                 |  |                               |  |                                                     |  |   |
| Transkei&        |  |                 |  |                               |  |                                                     |  |   |
| Bophuthatswana)      |  |                 |  |                               |  |                                                     |  |   |
| Spain                |  | 20 Apr 94            |  | Reg. No.1,786,568                  |  | 25 (CK/CalvinKlein)                                      |  |   |
| Sweden               |  | 28 Jul95             |  | Reg. No. 303,850                   |  | 25 (CK/CalvinKlein)                                      |  |   |
| Switzerland          |  | 5 Oct 93             |  | Reg. No.416,838                    |  | 18, 25 (CK/CalvinKlein)                                  |  |   |
| Tunisia              |  | 23 May  96           |  | Reg.No. EE96.0642                  |  | 3,9,14,16,18,24,25,26,27,35,42 (CK/CalvinKlein)          |  |   |
| Turkey               |  | 16 Feb 96            |  | Reg. No.167310                     |  | 25(CK/Calvin Klein)                                      |  |   |
| UnitedArab           |  |                 |  |                               |  |                                                     |  |   |
| Emirates             |  | 24Nov 97             |  | Reg. No.13022                      |  | 25 (CK/CalvinKlein)                                      |  |   |
| United Kingdom  |  | 19 Aug00             |  | Reg. No. 1,545,492                 |  | 25 (CK/CalvinKlein)                                      |  |   |
|                 |  | 16 Jun 98            |  | Reg. No.2,169,731                  |  | 25,35,42(CK/Calvin Klein)(extgoods)                      |  |   |
| Ukraine              |  | 12 Nov99             |  | Reg. No. 13942                |  | 18,25(CK/CalvinKlein)                                    |  |   |
|                 |  | 18 Apr 97            |  | Reg. No.17758                      |  | 24,25,42 (CK/CalvinKlein)                                |  |   |
| Uzbekistan           |  | 4 Jul95              |  | Reg. No. 5832                      |  | 18,25 (CK/CalvinKlein)                                   |  |   |
| West Bank            |  |                 |  |                               |  |                                                     |  |   |
| (Palestine)          |  | 7Mar  96             |  | Reg. No.4118                       |  | 25 (CK/CalvinKlein)                                      |  |   |
| Yemen                |  | 15 Jan 98            |  | Reg. No.8333                       |  | 25 (CK/Calvin Klein)                                     |  |   |
|                      |

----

     CONFIDENTIAL TREATMENT

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

----