EXHIBIT (1)
LICENSE AGREEMENT
LICENSE AGREEMENT, dated as of June 27 , 1996 (the "Effective
Date"), by and between FARBERWARE INC. (formerly known as Far-B Acquisition
Corp.), a Delaware corporation (the "Licensor") and an indirect wholly-owned
subsidiary of Syratech Corporation, a Delaware corporation (the "Parent"), and
MEYER MARKETING CO. LTD., a British Virgin Islands corporation (the
"Licensee").
WHEREAS, Licensor has acquired and owns certain trademarks, patents
and copyrights relating to Cookware and Bakeware Products as defined herein,
as well as to other products; and
WHEREAS, the Licensor wishes to grant, and the Licensee wishes to
receive, a license under certain trademarks, patents and copyrights relating
to Cookware and Bakeware Products, all upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and of other good and valuable consideration,
each to the other in hand paid, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I
Definitions, Interpretation and Construction
The capitalized terms used in this License Agreement are defined,
and the rules governing the interpretation and construction of this License
Agreement are set forth, in Schedule I annexed hereto; and the text and
provisions of said Schedule I are incorporated herein by reference as though
set forth at length in this Article I.
ARTICLE II
Grant of Licenses
2.1 Licensor hereby grants to Licensee for the period from the
Effective Date until Termination in accordance with Article XIII below:
2.1.1 The exclusive right and license to use and exploit
throughout the World (except as hereinafter provided) the Farberware name and
related trademarks in connection with the sourcing, manufacture and/or
distribution of (i) Cookware and Bakeware Products for home (as distinguished
from commercial, indus-trial and/or institutional) use and (ii) commercial,
industrial and institutional size pots, pans (including baking pans) and
roasters for commercial, industrial or institutional use; provided, however,
that the word "devices" as used in the definition of "Cookware and Bakeware
Products" shall not be deemed to confer upon Licensee any right to use and
exploit the Farberware name and related trademarks in connection with the
sourcing, manufacture and/or distribution of devices that are the same or
similar to and intended for the same use as devices that are both (a) included
in LHC's Current Farberware Catalogue, and (b) not included among devices that
as
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of the date hereof are sourced, manufactured and/or distributed by the
Licensor and its predecessors and their licensees (other than LHC) pursuant to
Existing Farberware Licenses; and provided, further, that the rights conferred
by this Section 2.1.1 shall not include rights to use and exploit the
Farberware name and related trademarks in connection with the sourcing,
manufacture and/or distribution of Electric Products of any kind, it being
understood and agreed that Licensor is reserving to itself the right to use
and exploit (directly or by assign-ment, licensing or otherwise) all Electric
Products Rights, including rights to manufacture, source, market and otherwise
exploit electrified versions of the frying pans, griddles and woks referred to
in the final sentence of the definition of Cookware and Bakeware Products.
2.1.2 The exclusive right and license to use and exploit those
specific Intellectual Property Rights that were acquired by Licensor pursuant
to the Asset Purchase Agreement and that are listed on Schedule II annexed
hereto, such specific Intellectual Property Rights, together with such
registrations thereof as may hereafter be effected in additional countries in
accordance with Section 5.2 solely for Cookware and Bakeware Products, being
herein collectively called "Schedule II Rights."
2.1.3 The non-exclusive right to use and exploit so much of the
other Intellectual Property Rights acquired by the Licensor pursuant to the
Asset Purchase Agreement (including, without limitation, such of the
Intellectual Property Rights listed on Schedule III annexed hereto as were so
acquired by Licensor but are not listed on Schedule II) as have heretofore
been used or exploited by the Licensor or its predecessors in connection with
the sourcing, manufacture and
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distribution of Cookware and Bakeware Products
and which Licensor shall have identified as such, and may be used and
exploited without violating the rights of third parties, including, without
limitation, the rights of parties to the Existing Farberware Licenses and the
Lifetime License, such non-exclusive Intellectual Property Rights, together
with such registrations thereof as may hereafter be effected in additional
countries in accordance with Section 5.2 not solely for Cookware and Bakeware
Products, being herein collectively called "Schedule III Rights."
2.2 Licensor reserves unto itself all other rights in and to the
Intellectual Property. Without limiting the generality of the next preceding
sentence and notwithstanding the grant of rights made to Licensee pursuant to
Section 2.1, Licensor and Parent shall have the right at any time and from
time to time to sell any and all Inventory owned by Licensor or Parent at the
time of the Closing under the Agreement or that Licensor is there-after
required to purchase under the MSA (including Inventory required to be
purchased pursuant to Licensor's exercise prior to the date of the Agreement
of Licensor's option under Section 2.A of the MSA to extend the initial
Production Period), and all returns thereof. Notwithstand-ing the grants of
trademark and other intellectual property rights being made to Licensee
pursuant to Section 2.1, (i) Parent and Licensor shall each have the right and
license (so long as either of them owns any Inven-tory acquired from the
Company or returned by customers) to use and exploit (and to authorize their
customers to use and exploit in connection with resale of the Inventory) all
of the Intellectual Property Rights that have at any time been used or
exploited by the Licensor or the Company or others in the marketing of
Inventory and (ii) the Company has a continuing royalty
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free license to use
the name Farberware in connection with (and only in connection with) the sale
in Australia of finished goods Inventory located in Australia on the Purchase
Date.
ARTICLE III
Ownership and Use of Intellectual Property Rights
3.1 Licensee acknowledges Licensor's exclusive ownership of the
Intellectual Property Rights, including any and all trademarks, service marks,
copyrights and patents listed on Schedule III, and agrees that it will do
nothing inconsistent with such ownership.
3.2 Licensee acknowledges and agrees that all of the Intellectual
Property Rights and the goodwill pertaining to the Intellectual Property
Rights is vested in Licensor. Licensor agrees to record this License
Agreement and/or to register Licensee as a user of the Intellectual Property
Rights licensed hereby with appropriate government authorities and to execute
all further lawful documents necessary to effect the terms of this License
Agreement in various countries in a manner that will preserve the ownership
rights of Licensor therein; and Licensee agrees to assist Licensor in so
doing. If, after being requested to do so by Licensee, Licensor shall for any
reason fail to record this License Agreement, or, alternatively, to register
Licensee as a user of the Intellectual Property Rights licensed hereby with
appropriate government authorities, or otherwise fail to make other necessary
filings hereunder, Licensee shall have the right, on notice to Licensor, to do
so; and in such event Licensor shall cooperate with Licensee in the exercise
of such right.
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3.3 Licensee agrees to follow the instructions of Licensor for
proper use of the Intellectual Property Rights licensed hereby in order that
protection and/or registrations therefor may be obtained or maintained.
Licensee agrees that, except as specifically provided in Article II, nothing
in this License Agreement shall give Licensee any right, title or interest in
or to any of the Intellectual Property Rights licensed hereby including the
vesting of ownership of the Intellectual Property Rights in Licensee, the
vesting of secondary meaning rights to the Intellectual Property in Licensee,
or the loss by Licensor of any of its rights in and to the Intellectual
Property reserved to Licensor herein (including rights of reverter which are
hereby so reserved) other than the right and license to exercise Intellectual
Property Rights in accordance with, and subject to the terms and conditions
of, this License Agreement. Licensee further agrees that it will not attack
the title of Licensor to any of the Intellectual Property Rights, or attack
the validity of the Intellectual Property Rights, or attack the validity of
this License Agreement.
ARTICLE IV
Quality Standards and Control
4.1 Licensor acknowledges that adherence to high standards of
quality, safety, style and appearance in the manufacture and distribution of
Cookware and Bakeware Products is imperative to preservation of the integrity
and value of the Farberware name, related trademarks and associated good will;
and Licensee undertakes and agrees that all Cookware and Bakeware Products
manufactured and distributed by Licensee using the Farberware name and related
trademarks shall (i)
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comply with applicable laws and regulations and (ii)
conform to standards of quality, safety, style and appearance at least equal
to those standards that have heretofore applied to first quality Cookware and
Bakeware Products manufactured and distributed by the Company, which the
parties agree are acceptable standards. The Licensee further agrees that
Licensor shall have the right to assure itself that the Licensee is complying
with the standards set forth in this Section 4.1 either by means of the
procedure set forth in Section 4.2 ("Prior Approval") or by means of the
procedure set forth in Section 4.3 ("Post Production Review"), the choice of
procedure to be chosen by the Licensee in the Licensee's sole and absolute
discretion.
4.2 If Licensee chooses to seek Prior Approval of a Cookware or
Bakeware Product, Licensee will initially forward to Licensor a prototype
sample ("Initial Sample") thereof. Upon receipt of Licensor's approval of the
Initial Sample, Licensee will produce a production sample. Licensee agrees to
test such Cookware and Bakeware Product before production of said product in
Licensee's own laboratory and to submit written results of such test along
with a sample ("Approval Sample") of the Cookware and Bakeware Product so
tested to Licensor. Licensor may, for any reason, submit any such Approval
Sample to an independent laboratory for testing. All costs, fees and expenses
associated with the testing by the independent laboratory will be borne by the
Licensee. Licensor agrees to inspect expeditiously each such Approval Sample
and to notify Licensee of its approval within fifteen (15) days of receipt,
and if not approved, to advise Licensee, in writing, of any and all
corrections reasonably required in order for it to be approved. The quality
of each Cookware or Bakeware Product offered for sale by Licensee shall be in
conformity with the
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Approval Sample thereof. If Licensor does not so respond
within thirty (30) days, the Approval Sample shall be deemed approved by
Licensor. The cost of all Approval Samples, including any and all shipping
charges, shall be borne exclusively by Licensee. Licensor shall be entitled
from time to time to inspect random samples (which Licensee agrees to make
available at no charge to Licensor) from the produc-tion stock of Cookware and
Bakeware Products that received Prior Approval to confirm that production
stock of such products substantially conforms with the Approval Samples
thereof. Production samples of any Cookware or Bakeware Products that conform
to the Approval Samples thereof shall be deemed to meet the standards required
by Section 4.1.
4.3 If Licensee elects not to pursue prior approval of any Cookware
or Bakeware Product in accordance with Section 4.2 above, Licensee shall be
deemed to have opted for Post Production Review of such product, and Licensee
may proceed with the production and marketing of such Cookware or Bakeware
Product so long as Licensee determines in good faith that such product
conforms to the standards required by Section 4.1. Prior to or
contemporaneously with Licensee's first commercial sale of any Cookware or
Bakeware Product for which Licensee did not seek Prior Approval in accordance
with Section 4.2, Licensee shall provide Licensor with written notice of
Licensee's introduction of such Cookware or Bakeware Product. Licensee agrees
to make available to Licensor at no charge such samples of each of the
Cookware and Bakeware Products produced by Licensee as Licensor may from time
to time reasonably request for the purpose of testing such products for
compliance with applicable laws and regulations, and to enable Licensor to
determine
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whether such products comply with the standards specified in Section
4.1 above. If Licensor thereafter determines in Licensor's reasonable
discretion (which shall not be arbitrarily or capriciously exercised) that any
Cookware or Bakeware Product not previously approved in writing (except as
otherwise provided in the penultimate sentence of Section 4.2) does not comply
with applicable laws and regulations or meet the quality standards required by
Section 4.1, Licensor shall have the right (which shall be exercised
reasonably and, if challenged by Licensee, shall be subject to the Dispute
Resolution procedures set forth in Article XV) by written notice to Licensee
to order that such product be withdrawn from the market immediately. A
failure promptly to comply with any such order that is not challenged or, if
challenged, is upheld will be deemed to be a breach of this License Agreement.
4.4 Licensee agrees to permit Licensor upon reasonable request to
inspect Licensee's manufacturing operations and testing records (and those of
Licensee's suppliers) for the Cookware and Bakeware Products.
4.5 Any modification of any Cookware or Bakeware Product, including
change of materials, design or size shall be treated as if it were a new
product.
4.6 Licensee acknowledges that adherence to high standards of
quality, style and appearance in the packaging and advertising (including any
printed materials) of Cookware and Bakeware Products or in related uses of the
Farberware name, logo or related trademarks in any form or manner whatsoever
(collectively, "Packaging and/or Promotional Materials") is essential to
preservation of the integrity and value of the Farberware name, related
trademarks and associated good will; and
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Licensee undertakes and agrees that
all Packaging and/or Promotional Materials using the Farberware name, logo or
related trademarks shall conform to standards of quality, style and appearance
at least equal to those standards that (i) have heretofore applied in the
packaging and marketing of first quality Cookware and Bakeware Products
manufactured and distributed by the Company or, alternatively, (ii) have
applied, or from time to time hereafter may be applied, to the packaging and
marketing of high-grade Cookware and Bakeware Products manufactured and
distributed by the Licensee under its own name or that of Meyer Corporation;
and the parties agree that adherence to either of those standards shall be,
and be deemed to be, adherence to an acceptable standard. The Licensee
further agrees that Licensor shall have the right to assure itself that the
Licensee is adhering to a standard permitted by this Section 4.6 either by
means of the procedure set forth in subsection 4.6.1 ("Prior Approval"), or by
means of the procedure set forth in subsection 4.6.2 ("Post-Utilization
Review"), the choice of procedure to be made by Licensee in Licensee's sole
and absolute discretion.
4.6.1 If Licensee chooses to seek Prior Approval of any
Packaging and/or Promotional Materials, Licensee shall submit samples
(hereinafter referred to as "Print Samples") of such Packaging and/or
Promotional Materials to Licensor for approval prior to use thereof. Licensor
agrees expeditiously to inspect such Print Samples and to notify Licensee of
its approval within 15 days of receipt and, if not approved, to advise
Licensee in writing of any and all changes reasonably required in order for
them to be approved. The quality of the Packaging and/or Promotional
Materials utilized by Licensee shall be in conformity with the Print
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Samples.
If Licensor does not so respond within 30 days, the Print Samples shall be
deemed approved by the Licensor. The cost of all Print Samples, including any
and all shipping charges, shall be borne exclusively by Licensee.
4.6.2 If Licensee elects not to pursue Prior Approval of any
Packaging and/or Promotional Materials in accordance with subsection 4.6.1
above, Licensee shall be deemed to have opted for Post-Utilization Review of
such Packaging and/or Promotional Materials, and Licensee may proceed with use
thereof so long as Licensee determines, in good faith, that such Packaging
and/or Promotional Materials conform to a standard permitted by the
introductory part of this Section 4.6. Prior to or contemporaneously with
Licensee's first public use of any Packaging and/or Promotional Materials for
which Licensee did not seek Prior Approval in accordance with subsection
4.6.1, Licensee shall provide Licensor with written notice of Licensee's
utilization thereof, and, if requested to do so by Licensor, shall make
available to Licensor at no charge, Print Samples of such Packaging and/or
Promotional Materials for the purpose of enabling Licensor to determine
whether such Packaging and/or Promotional Materials comply with a standard
permitted by the forepart of this Section 4.6. If Licensor thereafter
determines in Licensor's reasonable discretion (which shall not be arbitrarily
or capriciously exercised) that the Packaging and/or Promotional Materials
that were not previously approved do not comply with a standard permitted by
the introductory part of this Section 4.6, Licensor shall have the right
(which shall be exercised reasonably and, if challenged by Licensee, shall be
subject to the dispute resolution procedures set forth in Article XV), by
written notice to Licensee, to order that use of such Packaging and/or
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Promotional Materials be discontinued immediately. The failure promptly to
comply with any such order that is not challenged, or, if challenged, is
upheld, will be deemed to be a breach of this License Agreement.
4.7 If Licensee at any time desires to have any Cookware or
Bakeware Products or components thereof manufactured by a third party and if
any such third party manufacturer utilizes the Licensed Intellectual Property
Rights for any unauthorized purpose, Licensee shall cooperate fully in bring
such utilization to an immediate halt. If as a result of the activities of
any such third party manufacturer, Licensor is subjected to any penalty or
expense, Licensee will on demand fully compensate Licensor for any cost or
loss Licensor sustains.
4.8 All complaints concerning any Cookware or Bakeware Products or
any of the Intellectual Property Rights, which are received, either directly
or indirectly, by the Licensee and which could reasonably be expected to
result either in litigation against the Licensor or, alternatively, in a
discernible diminution in the value of any of the Intellectual Property
Rights, shall be promptly forwarded by the Licensee to the Licensor.
4.9 All returns of Cookware or Bakeware Products sold by Licensee
under this License Agreement shall be directed to Licensee. In the event that
any Cookware or Bakeware Products sold by Licensee are returned to Licensor by
consumers, Licensee shall reimburse Licensor for Licensor's actual costs of
handling and shipping the same via United Parcel Service to Licensee. In the
event that any Cookware or Bakeware Products sold by Licensor are sent to
Licensor by distributors, merchants or wholesalers, Licensor shall decline to
accept delivery
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thereof and cause such products to be returned to the
distributors, merchants or wholesalers from whom they were sent, together with
instructions to deal with the Licensee with respect to any proposed return of
products manufactured by it.
ARTICLE V
Trademarks and Service Marks
5.1 Except with the written consent of Licensor, neither Licensee
nor any of its subsidiaries or affiliates will register or attempt in any
country to register any of the Licensed Intellectual Property Rights
(including any Marks), or any word, symbol or design which is so similar
thereto as to suggest association with or sponsorship by Licensor. In the
event of breach of the foregoing, Licensee agrees, at its expense and at
Licensor's request, immediately to terminate the unauthorized registration
activity, and promptly to execute and deliver, or cause to be delivered, to
Licensor such assignments and other documents as Licensor may require to
transfer to Licensor all rights to the Marks or other Intellectual Property,
registrations and applications involved.
5.2 Licensee shall not use or exercise any Licensed Intellectual
Property Rights (including the right to use any trade name, trademark or
service mark) granted by this License Agreement in any country unless or until
an application has been filed for the relevant Licensed Intellectual Property
Right to be duly registered in such country by Licensor. Licensor shall
promptly file applications for such registration upon request by Licensee at
Licensee's expense. If Licensor shall for any reason fail to file any such
application within a reasonable time after being
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requested to do so, Licensee
shall have the right, on notice to Licensor, to make such filing; and in such
event Licensor shall cooperate with Licensee in the exercise of such right.
Licensor may determine whether or not to seek registration of any Intellectual
Property Right solely for Cookware and Bakeware Products or for additional
categories as well. Applications and registrations of Licensed Intellectual
Property Rights solely for Cookware and Bakeware Products shall be Schedule II
Rights for purposes of this License Agreement. Applications and registrations
of Licensed Intellectual Property Rights not solely for Cookware and Bakeware
Products shall be Schedule III Rights for purposes of this License Agreement.
5.3 Licensee shall also provide Licensor with specimens of use of
the Licensed Intellectual Property Rights necessary for filing trademark
applications, statements of use, renewals of registration and other such
registration documents in timely fashion upon request.
5.4 Licensee agrees that it shall affix to every item and package
of the Cookware and Bakeware Products a notice to indicate the rights of
Licensor in the Licensed Intellectual Property Rights, including registration
status of the Licensed Marks, and that the Cookware and Bakeware Products are
manufactured and sold pursuant to a license from Farberware Inc.
ARTICLE VI
Patent and Copyright Marking
6.1 At all times from the Effective Date and until termination of
the patents, Licensee shall affix to Cookware and Bakeware Products a
statement,
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identifying each applicable United States Patent, substantially in
the following form: "Licensed under United States Patent No. _______."
6.2 At all times from the Effective Date and until termination of
the copyrights, Licensee shall affix to all copies of copyrighted materials
including copyrighted designs and related documentation, or portions thereof,
made or used by Licensee hereunder, a copyright notice in either of the
following forms: "Copyright [year], Farberware Inc. All Rights Reserved." or
[year], Farberware Inc. All Rights Reserved." The notice shall be affixed
to all copies or portions thereof in such manner and location as to give
reasonable notice of Licensor's claim of copyright.
ARTICLE VII
Reimbursement by Licensee
Licensee shall reimburse Licensor for all official fees and
attorney's fees in connection with renewal, maintenance, application for
registration, license recordal, user registration and other fees pertaining to
the Intellectual Property Rights licensed hereunder, including the Licensed
Marks, patents and copyrights, and shall reimburse Licensor for all license
recordal, user, registration and other fees necessary, in the view of
Licensor, for Licensee to exercise the licenses and rights granted in this
License Agreement for the manufacture, sourcing, and exploitation of Cookware
and Bakeware Products. Notwithstanding the foregoing sentence of this Article
VII, if any renewal, maintenance, application for registration, license
recordal, user registration or other fees and related expenses (collectively
"Maintenance Charges") are incurred in connection with the use of an
Intellectual
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Property Right by, or the protection of such Intellectual
Property Right for, Licensee and other lawful users of such Intellectual
Property Right (including Licensor), such maintenance charges shall be
apportioned among the users of such Intellectual Property Right (including
Licensee and Licensor) in accordance with their comparative usage and
enjoyment of the benefits thereof.
ARTICLE VIII
Indemnification
8.1 Licensee shall exonerate, indemnify and hold harmless Licensor
and the other Indemnified Parties at all times from and after the Effective
Date against all claims, liabilities (including settlements entered into in
good faith with Licensee's consent, not to be unreasonably withheld) and
expenses (including reasonable attorneys'fees, disbursements and other
charges) arising out of Licensee's activities hereunder, or out of any defect
(whether obvious or hidden and whether or not present in any sample approved
by Licensor) in any Cookware or Bakeware Products, or arising from personal
injury, or property damage, or any infringement of any rights of any other
person by the manufacture, sale, possession or use of any Cookware or Bakeware
Products, or their failure to comply with applicable laws, regulations and
standards. Without limiting the generality of the foregoing, Licensee agrees
to exonerate, indemnify and hold Licensor, Parent and their respective
officers, directors and employees, harmless of, from and against any liability
or expense arising from any claim that the Cookware and Bakeware Products or
the use of the Intellectual Property Rights on or in connection with the
Cookware and
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Bakeware Products hereunder or any packaging, advertising or
promotional material infringes on any patent, copyright or trademark right of
any third party or otherwise constitutes unfair competition by reason of any
prior rights acquired by such third party. The Indemnified Parties hereunder
shall include Parent and Licensor and their respective officers, directors,
employees and agents.
8.2 No warranty or indemnity is given by Licensor with respect to
any liability or expense arising from any claim that use of any of the
Intellectual Property Rights on or in connection with any of the Cookware and
Bakeware Products hereunder or any packaging, advertising or promotional
material infringes on any trademark right of any third party or otherwise
constitutes unfair competition by reason of any prior rights acquired by such
third party other than rights acquired from Licensor. It is expressly agreed
that it is Licensee's responsibility to carry out such investigations as it
may deem appropriate to establish that all Cookware and Bakeware Products,
packaging, promotional and advertising material, which are manufactured or
created hereunder, including any use made of the Intellectual Property Rights
therewith, do not infringe such rights of any third party, and Licensor shall
not be liable to Licensee if such infringement occurs.
ARTICLE IX
Insurance
9.1 To assure the exoneration and indemnification provided for in
Section 8.1, Licensee shall, at Licensee's expense, obtain product liability
insurance with respect to Licensed Products sold hereunder in the following
amounts:
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$1,000,000 - for injury to one person
$3,000,000 - for injury to two or more persons
$1,000,000 - for damages to property
$5,000,000 - umbrella
The insurance obtained by Licensee shall be in form and with insurers
reasonably acceptable to Licensor, and shall provide coverage for Licensor as
an additional insured. Upon the execution of this License Agreement, Licensee
shall submit to Licensor original or duplicate policies of insurance or
certificates of the insurers showing such insurance in effect, which policies
or certificates shall provide that the insurer shall provide to Licensor
written notice of alteration or cancellation of the insurance policy at least
thirty (30) days prior to such alteration or cancellation of the insurance
policy. Licensor shall indemnify Licensee from and against any claim that
Licensee is not entitled to use the Licensed Intellectual Property Rights
pursuant to this License Agreement because such use allegedly infringes on the
rights of any third party granted to such third party by Licensor.
9.2 If available, Licensor shall purchase, at Licensor's expense
(subject to the limitation hereinafter stated), an insurance policy insuring
Licensee for a term of six years against all loss, liability or expense
(including reasonable attorneys'fees, disbursements and other charges), which
exceeds a specified deductible amount that is no greater than the deductible
amount applicable under Licensee's own present product liability insurance
policy and which shall have been incurred by Licensee as a result of product
liability claims hereafter asserted against Licensee in respect of Cookware
and Bakeware Products that were manufactured and sold by Licensor or U.S.
Industries, Inc. or Hanson Industries, Plc. The aggregate
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amount of the
premiums that Licensor shall be required to pay for such coverage over the six
year period shall not exceed One Hundred Thousand Dollars ($100,000). If such
insurance coverage cannot be obtained at any price, Licensor's obligation to
obtain such coverage shall be void. If such insurance coverage can be
obtained but the cost thereof over the six year period would exceed One
Hundred Thousand Dollars ($100,000), Licensee shall have the option to
contribute the difference between the cost of such coverage and One Hundred
Thousand Dollars or accept lesser coverage or a shorter term or a combination
of any thereof. Licensor shall have no other obligation or liability to
Licensee for product liability claims in respect of Cookware and Bakeware
Products manufactured or sold by the Licensor and/or its predecessors.
ARTICLE X
Limitation of Licensor's Rights
Except as otherwise provided in Section 2.2, Licensor shall not use
the Cookware and Bakeware Products Rights (as defined in the Agreement) for
itself on Cookware and Bakeware Products during the Term. Licensor shall not
license any other party to use the Cookware and Bakeware Products Rights on
Cookware and Bakeware Products during the Term.
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ARTICLE XI
Royalty Payments
On or before April 1 of each year during the Term, Licensee shall
pay to Licensor the sum of One Dollar (U.S. $1.00) in return for the
continuing license granted to Licensee herein.
ARTICLE XII
Unlicensed Use of Licensed Materials
12.1 Licensee agrees that it will not use the Licensed Intellectual
Property Rights in any way other than as herein authorized.
12.2 Licensee agrees to give Licensor prompt written notice of any
unlicensed use by third parties of Licensed Intellectual Property Rights, and
Licensee will not, without Licensor's written consent, bring or cause to be
brought any criminal prosecution, lawsuit or administrative action for
infringement, interference with or violation of any Licensed Intellectual
Property Rights. Licensee agrees to cooperate with Licensor and, if
necessary, to be named by Licensor as a sole complainant or co-complainant in
any action against an infringer of the Licensed Intellectual Property Rights,
and, notwithstanding any right of Licensee to recover same, legal or
otherwise, Licensee agrees to pay to Licensor, and hereby waives all claims
to, all damages or other monetary relief recovered in such action by reason of
a judgment or settlement (other than for reasonable expenses incurred at
Licensor's request, including reasonable attorney's fees, if Licensor has
requested Licensee to retain separate counsel), whether or not such damages or
other monetary relief, or
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any part thereof, represent or are intended to
represent injury sustained by Licensee as a licensee hereunder.
ARTICLE XIII
Termination
13.1 Basic Term. Unless previously terminated, the term of this
License Agreement ("Term"), and the licenses granted herein, shall continue
from the Effective Date to April 30, 2196 (the "Expiration Date") and the
licenses under each of the Copyrights and Patents shall continue from the
Effective Date to the expiration of the term of such Copyright or Patent or
any renewal or extension thereof.
13.2 Termination. All of the rights and licenses granted by this
License Agreement shall terminate upon a material breach by Licensee of any of
the material terms and conditions of this License Agreement, which, after due
notice of same from Licensor, remains uncured for a period of 180 days if it
is determined in an arbitration proceeding conducted in accordance with
Section 15.3 that such breach cannot be redressed by the payment of money
damages alone and is so egregious as to warrant forfeiture of the rights and
license granted to Licensee hereunder.
ARTICLE XIV
Effect of Termination
14.1 Upon termination of the licenses granted in this License
Agreement, Licensee agrees, except as otherwise provided in Section 14.2,
immediately to discontinue all use of the Licensed Intellectual Property
Rights, including all use of any terms confusingly similar to the Licensed
Marks, to cooperate
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with Licensor or its appointed agent to apply to the
appropriate authorities to cancel recording of this License Agreement and all
related agreements from all government records, to destroy all printed
materials bearing any of the Licensed Marks, and that all rights in the
Licensed Intellectual Property Rights and the good will connected therewith
shall remain the property of Licensor.
14.2 Upon termination of this License Agreement, Licensee shall have
the right to sell, for a period of twelve (12) months thereafter, any Cookware
and Bakeware Products on-hand or in the process of manufacture, provided that
Licensee shall be bound by all other obligations imposed upon it pursuant to
this License Agreement. Thereafter, all unsold inventory of Cookware and
Bakeware Products must either be (i) reworked to change its appearance or (ii)
destroyed. In no case may the inventory be "dumped" or sold below
manufactured costs. The sell-off period provided for under this Section 14.2
shall not apply unless Licensee maintains the insurance coverage required
under Article IX of this License Agreement throughout such period.
14.3 Effective immediately upon any termination prior to expiration
of the Term specified in Section 14.1 hereof, Licensee shall grant to Licensor
a royalty-free, paid-up, irrevocable, nonexclusive worldwide license for all
rights of Licensee in, to and under patents and copyrights owned by, licensed
to, or otherwise lawfully employed by, Licensee in the exercise of the rights
granted under this License Agreement to use and exploit the Intellectual
Property Rights in connection with Cookware and Bakeware Products.
23
ARTICLE XV
Dispute Resolution
15.1 Controversies between Licensor and Licensee shall be resolved,
to the extent possible, by informal meetings and discussions in good faith
between the parties. Such meetings and discussions shall, upon commencement,
occur daily for three consecutive days and for at least two hours each day.
15.2 If a dispute between the parties cannot be resolved by informal
meetings and discussions within five days after commencement thereof, either
party to this License Agreement may elect to exercise its right to require
mediation at New York, NY of the dispute. During mediation, the parties agree
to negotiate in good faith as to the matter submitted to mediation. In such
event, the parties shall either: appoint a single mediator if they can agree
on one mediator; or if the parties cannot agree on a single mediator, each
appoint one mediator, and the two mediators shall appoint a third mediator.
No mediator shall be an employee, officer, Board member, consultant, supplier
or customer, or otherwise affiliated with a party to this License Agreement
and shall be reasonably qualified to act as a mediator with respect to the
negotiation of agreements similar to this License Agreement. Each party shall
share equally in the out-of-pocket costs for mediation; provided that the
mediators shall be empowered to require one party to pay more than one half of
the expenses if the mediators determine that such party is not negotiating in
good faith in the mediation process. Each party agrees to comply with all
decisions, directions, instructions and procedures made or established in good
faith by the mediator(s). Any mediated resolution between the parties shall
be as consistent as is practical with
24
the existing agreements between the
parties and shall not serve to modify, amend or otherwise change their
respective rights and obligations under such existing agreements.
15.3 If the parties are unable to resolve a controversy pursuant to
Section 15.2 within fifteen (15) days after commencement of mediation
proceedings, the dispute shall be settled by binding arbitration, and a
corresponding judgment may be entered in a court of competent jurisdiction.
Arbitration of any dispute may be initiated by one party by sending a written
demand for arbitration to the other party. This demand will specify the
matter in dispute and request the appointment of an arbitration panel. The
mailing of process to Licensee at the address set forth in Section 16.3 will
be deemed personal service and accepted by Licensee for any arbitration or
proceeding with respect to this License Agreement. The arbitration panel will
consist of one arbitrator named by Licensor, one arbitrator named by Licensee
and a third arbitrator named by the two arbitrators so chosen. The
arbitration will be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The situs of the arbitration
will be in New York, New York.
ARTICLE XVI
Miscellaneous
16.1 Amendment and Modification. Subject to applicable law, this
License Agreement may be amended, modified or supplemented only by a written
25
agreement signed by the parties hereto with respect to any of the terms
contained herein.
16.2 Waiver of Compliance; Consents. Any failure of the Licensee,
on the one hand, or the Licensor, on the other hand, to comply with any
obligation, covenant, agreement or condition herein may be waived by the
Licensee, or by the Licensor, respectively, only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall no operate as a waiver of, or estoppel with respect to, any subsequent
or other failure. Whenever this License Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in writing in
a manner consistent with the requirements for a waiver of compliance as set
forth in this Section 16.2
16.3 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, by courier or registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
if to the Licensee, to it at:
Meyer Marketing Co. Ltd.
382 Kwun Tong Road
Kwun Tong, Kowloon, Hong Kong
Attn:Mr. C.K. Wong
Group Financial Controller
26
with copies to:
Meyer Corporation
601 Gateway Boulevard
Suite 1150
South San Francisco, CA 94080
Attn.: Mr. Stanley K. Cheng, Chairman
with a copy to:
Baker & McKenzie
805 Third Avenue
29th Floor
New York, NY 10022
Attn.: Malcolm I. Ross, Esq.
Richard L. Nevins, Esq.
if to the Parent or the Licensor, to the Parent at:
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
Attn.: Mr. Leonard Florence,
Chairman of the Board,
President and Chief Executive Officer
with copies to:
Faye A. Florence, Esq.
Vice President and General Counsel
Syratech Corporation
175 McClellan Highway
East Boston, MA 02128-9114
and
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attn.: James L. Purcell, Esq.
16.4 No Assignment. The Licensee may assign its rights herein, in
whole or in part, without the consent of the Licensor, provided that (i) the
assignee
27
shall be a financially sound Person in relation to the obligations
being assumed, (ii) such assignee shall assume all obligations of the Licensee
hereunder and agree to be bound by the terms and conditions hereof, and (iii)
Licensee shall at all times remain liable (as principal and not as surety) for
the payment and discharge of all obligations undertaken by Licensee in this
License Agreement.
16.5 Binding on Successors. This License Agreement will inure to
the benefit of and be binding upon Licensor, its successors and assigns; and
upon Licensee, and its successors and assigns permitted pursuant to Section
16.4.
16.6 Governing Law. This License Agreement shall be governed by
the laws of the State of New York.
16.7 Counterparts. This License Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
16.8 Entire Agreement. This License Agreement, including the
documents or instruments referred to herein, embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promised, representations, warranties,
covenants, or undertakings, other than those expressly set forth or referred
to herein. Except as expressly set forth herein, this License Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
16.9 Remedies. Except as expressly provided herein, all specific
remedies provided for in this License Agreement are cumulative and are not
exclusive of one another or of any other remedies available in law or equity.
28
16.10 Survival. The provisions of this License Agreement relating
to payment obligations, confidentiality, indemnification, and remedies, shall
survive the expiration or termination of this License Agreement.
16.11 Severability. If any provision of this License Agreement is
declared by a court of competent jurisdiction to be invalid, illegal,
unenforceable, or void then both parties shall be relieved of all obligations
arising under such provision, but only to the extent that such provision is
invalid, illegal, unenforceable, or void. If the remainder of this License
Agreement is capable of substantial performance, then each provision not so
affected shall be enforced to the extent permitted by law.
16.12 Relationship. This License Agreement does not provide for a
joint venture, partnership, agency or employment relationship between Licensor
and Licensee. The Licensee is not the agent or legal representative of
Licensor for any purpose whatsoever. The Licensee is not granted any right of
authority to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the Licensor or to bind Licensor in
any manner or thing whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this License
Agreement to be executed as of the day and year first above written.
FARBERWARE INC. MEYER MARKETING CO. LTD.
By:/s/ Leonard Florence By: /s/ Robert A. Rae
------------------------- -------------------
Name: Leonard Florence Name: Robert A. Rae
Title: Chairman and President Title: President
SCHEDULE I
Definitions, Interpretation and Construction
1.1 Definitions. As used in the License Agreement (as
hereinafter defined) the following terms have the following meanings:
"Agreement" means the Agreement dated May 3, 1996, by and among
Syratech Corporation ("Parent"), Licensor and Licensee pursuant to which the
License Agreement is being executed and delivered.
"Asset Purchase Agreement" means the Asset Purchase Agreement,
dated February 2, 1996, by and between the Company, Licensor, Parent and LHC
pursuant to which Licensor acquired, inter alia, the Intellectual Property
Rights, a portion of which are being licensed to the Licensee pursuant to the
License Agreement.
"Company" means Bruckner Manufacturing Corp., a Delaware
corporation formerly known as Farberware Inc.
"Cookware and Bakeware Products" means non-electric pots, pans,
grills (other than outdoor grills and grills of the types pictured on pages 44
and 45 of LHC's Current Farberware Catalogue), griddles, kettles (but only
those made of stainless steel, regular aluminum or anodized aluminum), woks,
rotisseries (other than electrified or outdoor rotisseries), steamers and
other vessels, containers, receptacles and devices (other than coffee urns) of
all kinds and materials (including glass and ceramic cookware but EXCLUDING
glass and ceramic bakeware or other food preparation items similar to those
marketed, or generally known, as "Pyrex" products and ALSO EXCLUDING
disposable cookware and bakeware products made from aluminum foil and/or
similar materials) for use in the preparation of baked, barbecued, boiled,
fried, grilled, roasted, steamed and other cooked foods at home (as
distinguished from the commercial, indus-trial and/or institutional
preparation thereof). Notwithstanding the foregoing limitations of the
definition of "Cookware and Bakeware Products," such definition shall include
commercial, industrial and institu-tional size pots, pans (including baking
pans) and roasters and shall also include the non-electrified bodies of those
frying pans, griddles and woks heretofore electrified by the Company and
marketed by the Company as electric frying pans, electric griddles and
electric woks; but nothing in this definition shall permit the Licensee to
electrify any of such items or to market any electric frying pans, electric
griddles, electric woks or any other Electric Products under the Farberware
name and trademark.
I-2
"Electric Products Rights" means rights to use and exploit the
Farberware name and trademark in connec-tion with the sourcing, manufacture
and/or distribu-tion of "Electric Products," i.e., electrical items of all
kinds (whether for home, commercial, industrial and/or institu-tional use and
whether or not now invented or sold under the Farberware name), including, by
way of illus-tra-tion and without limitation, electric coffee makers, espresso
machines, grinders of all kinds, juicers, mixers, blenders, food processors,
deep fryers, corn poppers, toasters, toaster ovens, convection ovens,
microwave ovens, hot plates, waffle and sandwich makers, bread makers, grills,
griddles, frying pans, woks, warmers, can openers and other small electrical
appliances, electric grooming aids, electric cleaning devices and other
electric products of all kinds, excluding, however, electric pepper mills and
major consumer appliances, such as refrigerators, clothes washers, clothes
dryers, dishwashers and electric ranges.
"Existing Farberware Licenses" means Farberware Licenses
heretofore granted by the Company (or any predecessor of the Company) that are
valid and subsist-ing and includes, without limitation, the license agreements
identified on the schedule annexed to the License Agreement as Schedule III.
"Farberware Business" means and includes manufacturing,
importing, sourcing, marketing and distributing Cookware and Bakeware Products
and certain electric products and the ownership and licensing of certain
intellectual Property Rights.
"Farberware Licenses" means licenses to manu-facture (and/or
cause to be manufactured) and/or market products under and using the
"Farberware" name and trademark and includes, without limitation, the Existing
Farberware Licenses.
"Intellectual Property Rights" means all of the rights of the
Licensor (which includes all of the rights owned by the Company and its
subsidiaries immediately prior to the Closing under the Asset Purchase
Agreement) in, and with respect to, the trademarks, trade names, service
marks, copyrights (including applications for, rights to acquire and other
rights with respect to, any of the foregoing), licenses, technology, know-how,
trade secrets, franchises, authorizations (and all documentation relating to
the fore-going) of the Licensor (which includes all of the rights that were
owned by the Company and its subsidiaries immediately prior to the Closing
under the Asset Purchase Agreement) used or hereto-fore proposed to be used by
the Licensor or its predecessors in interest (including the
I-3
Company and its
subsidiaries) in connection with the Farberware Business, including, with-out
limitation, (i) the name "Farberware" and (ii) the patents, trademarks and
copy-rights included in the Sale Assets to the extent that such patents,
trademarks and copyrights were effectively conveyed to the Licensor on the
Purchase Date.
"Inventory" means all quantities of finished goods inventories
(including wrapped goods) of Cookware and Bakeware Products, but shall not
include raw materials or work in process.
"License Agreement" means the License Agreement, dated as of
, 1996 by and between Farberware Inc. (formerly known as Far-B
Acquisition Corp.) ("Licensor") and Meyer Marketing Co. Ltd. ("Licensee") to
which this Exhibit A is annexed.
"Licensed Intellectual Property Rights" means the Intellectual
Property Rights (including trade names, trademarks, service marks, patents and
copyrights) that are being licensed to the Licensee pursuant to the License
Agreement.
"Licensee" has the meaning ascribed to that term in the
definition of the License Agreement.
"Licensor" has the meaning ascribed to that term in the
definition of the License Agreement.
"LHC" means Lifetime Hoan Corporation, a Delaware corporation.
"LHC's Current Farberware Catalogue" means the catalogue
bearing the front cover inscription "FARBERWARE Cutlery Kitchen Tools Gadgets
Cutting Boards BBQ Accessories," consisting of a front cover, a back cover,
four pages (marked i through iv) listing style numbers and product
descriptions, and fifty pages (numbered 2 through 51) of product pictures, and
having on the back cover thereof the following information inter alia:
Lifetime Hoan Corporation, Westbury, NY 11590 CAT. NO. ZYFW2CAT, which
catalogue is currently being circulated by LHC.
"Lifetime License" means the License Agreement dated December
14, 1989 between the Company and Lifetime Cutlery Corp., as supplemented by
letter, dated November 16, 1990, on Farberware Inc. stationery, addressed to
Mr. Jeff Siegel and signed by Kevin O'Malley, as the same may be amended or
replaced pursuant to the Agreement, dated as of February 2, 1996, by and among
Parent, LHC and Seller.
"Marks" means trademarks and service marks.
I-4
"Meyer Marketing License" means the License and Distribution
Agreement dated September 29, 1995 between the Company and Meyer Marketing
Company, Ltd., as amended by side letter of even date therewith.
"Parent" has the meaning ascribed to it in the definition of
Agreement
"Person" means any individual, corporation, partnership, firm,
joint venture, association, joint-stock company, trust, unincorporated
organization, governmental body or other entity.
"Purchase Date" means April 2, 1996, i.e., the date on which
the purchase of the Sale Assets from the Company was completed.
"Sale Assets" means all Assets (as defined in the Asset
Purchase Agreement) that were conveyed to Licensor pursuant to Section 1.1 of
the Asset Purchase Agreement.
1.2 Interpretation. In the License Agreement, unless a clear
contrary intention dictates otherwise:
1.2.1 the singular number includes the plural number and vice
versa;
1.2.2 reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted
by the terms of the applicable agreement; and reference to a Person in a
particular capacity excludes such Person in any other capacity or
individually;
1.2.3 reference to either gender includes the other gender;
1.2.4 reference to any agreement (including the License Agreement
and the Schedules attached thereto), document or instrument means such
agreement, docu-ment or instrument as amended or modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the
terms of the License Agreement;
1.2.5 reference to any Law means as amended, modified, codified,
replaced or re-enacted, in whole or in part, and in effect on the date of the
License Agreement, including rules, regulations, enforcement procedures and
any interpre-ta-tions promulgated thereunder;
1.2.6 reference to any Article, Section, subsection, clause,
Exhibit or Schedule means such Article,
I-5
Section, subsection or clause of the License Agreement or Schedule thereto;
1.2.7 "herein," "hereunder," "hereof," "hereto" and words of
similar import shall be deemed references to the Agreement as a whole and not
to any particular Article, Section, subsection, clause, Exhibit or Schedule
attached thereto;
1.2.8 "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term; and
1.2.9 the headings contained in the License Agreement (including
the Exhibits and Schedules attached thereto) are for reference purposes only
and shall not affect in any way the meaning or interpretation of the License
Agreement.
1.3 Construction. The parties have participated jointly in the
negotiation and drafting of the License Agreement directly and through their
respective counsel, i.e. Paul, Weiss, Rifkind, Wharton & Garrison, on behalf
of Parent and Seller, and Baker & McKenzie, on behalf of Purchaser. In the
event an ambiguity or question of intent or interpreta-tion arises, the
License Agreement shall be construed as if drafted jointly by the parties, and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision of the License Agreement.
SCHEDULE II
INTELLECTUAL PROPERTY USED EXCLUSIVELY FOR
NON-ELECTRIC COOKWARE AND BAKEWARE PRODUCTS
TRADEMARKS
MARK GOODS JURISDICTION REGISTRATION NUMBER APPLICATION NUMBER
FARBERWARE Household hollow wares made of USA 804130 --
metal, namely, colanders and
casserole sets
ADVANTAGE Saucepans, saucepots, etc. USA 1226680 --
MILLENNIUM Nonelectric cookware USA 1898138 --
NEVERSTICK Cookware and bakeware USA 1743201 --
FARBERWARE CHANGES Cookware and bakeware USA -- 74/071500
NON-STICK COOKWARE
INTO NEVER-STICK
COOKWARE
NUTRIMASTER Cookware USA 1819494 --
DECATHLON Nonelectric cookware and USA 1924653 --
bakeware for household use
FARBER Nonelectric cookware and USA 1877200 --
bakeware
CLASSICOTE Cookware and bakeware having a USA -- 74/478730
nonstick coating
SET BUILDERS Cookware, namely nonelectric USA 1900692 --
pots and pans
AMERICAN ESSENTIALS Nonelectric cookware and USA -- 74/525838
bakeware
NECESSITIES Nonelectric cookware USA -- 74/615755
THERMAL INTELLIGENCE Nonelectric cookware USA -- 74/615769
NEW DIMENSIONS Aluminum nonstick cookware USA -- 75/026506
ALUMINAIRE Cookware USA -- 75/032838
VANGUARD 1000 Cookware USA -- 75/032839
CONTEMPORARY COLONIAL Cookware USA -- 75/032840
COOKWARE
COLONIAL COOKWARE Cookware USA -- 75/032841
[THERMAL INTELLIGENCE [Not provided]{1} CANADA -- 796,549]
FARBERWARE Dutch ovens GREAT BRIT 876698 --
ADVANTAGE Saucepans, saucepots, saute JAPAN -- 06/119132
pans, frypans, etc.
GOURMETRIX Nonelectric cookware MEXICO -- N/A
THERMAL INTELLIGENCE Nonelectric cookware MEXICO -- 248446
**FOOTNOTES**
{1/}The products are not listed in the printout we received from
Farberware's intellectual property counsel, but if the products are the
same as those for the corresponding U.S. mark, it belongs in the
exclusive category.
II-2
SCHEDULE III
PATENTS
TITLE OWNER JURISDICTION SERIAL NO. PATENT NO.
ELECTRICAL WATER HEATER AND FARBERWARE, INC. USA 796951 4165681
DISPENSER
FOOD PROCESSOR FARBERWARE, INC. USA 790509 4113188
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. USA 900361 4147925
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. USA 369969 4458140
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. USA 403828 4511077
THE SAME
COOKWARE BOTTOM WALL STRUCTURE FARBERWARE, INC. USA 602308 4552284
METHOD OF MAKING COOKWARE FARBERWARE, INC. USA 723245 4613070
FOOD COOKING APPARATUS FARBERWARE, INC. USA 544025 RE31833
ELECTRIC CAN OPENER WITH FARBERWARE, INC. USA 850369 D304286
VERTICAL HEIGHT ADJUSTMENT
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847899 D305086
CONTAINER
COMBINED COOKING AND STORAGE FARBERWARE, INC. USA 847896 D305393
CONTAINER
MICROWAVE BROWNING COOKWARE FARBERWARE, INC. USA 848176 4701585
HAND HELD CAN OPENER FARBERWARE, INC. USA 922507 D301432
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 310447 4999466
WITHIN A MICROWAVE OVEN
DRIP COFFEE MAKER FOR USE FARBERWARE, INC. USA 638914 5491322
WITHIN A MICROWAVE OVEN
BREWING APPARATUS FARBERWARE, INC. USA 298584 D325844
COFFEE BREWER FARBERWARE, INC. USA 07/369547 D352418
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. USA 07/399736 5434392
ELECTRIC PEELER FARBERWARE, INC. USA 07/886443 D344429
ROTARY COOKING DEVICE FARBERWARE, INC. USA 336998 4450758
ELECTRIC BARBEQUE GRILL FARBERWARE, INC. USA 543179 D326030
SLOW COOKER FARBERWARE, INC. USA 07/837692 -
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ASTL 10545/83 539709
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. ASTL 56033/86 561385
BREWING APPARATUS FARBERWARE, INC. ASTL 2328/89 108919
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ATRA A2578/83 395521
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLE BELG 194824 897418
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. BELG 221270 89418
THE SAME
ELECTRICAL WATER HEATER AND FARBERWARE, INC. CANA 297305 1089523
DISPENSER
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. CANA 312050 1071280
HEATER ASSEMBLY THEREFOR
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. CANA 387563 1167135
FOR CONVECTION OVEN
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. CANA 421812 1200705
THE SAME
COOKING MACHINE FARBERWARE, INC. CANA 4-05-84-8 54804
ELECTRIC CAN OPENER WITH FARBERWARE, INC. CANA 3-10-86-4 59782
VERTICAL HEIGHT ADJUSTMENT
HAND HELD CAN OPENER FARBERWARE, INC. CANA 8-04-87-6 60902
BREWING APPARATUS FARBERWARE, INC. CANA 14-07-89-11 65031
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. CANA 2009862-7 --
III-2
BREWING APPARATUS FARBERWARE, INC. CHIN 89301508.3 4331
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. DENM 546/83 156941
THE SAME
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. EPC 90300670.8 --
OVEN FARBERWARE, INC. FRAN 112708 72659
FOOD PROCESSOR FARBERWARE, INC. FRAN PV40557 40557
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. FRAN 8301484 8301484
THE SAME
HAND HELD CAN OPENER FARBERWARE, INC. FRAN 872100 872100
BREWING APPARATUS FARBERWARE, INC. FRAN 894602 894602
BREWING APPARATUS FARBERWARE, INC. FRAN 894603 894603
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES GBRI 7838610 2022970
HEATER ASSEMBLY THEREFOR CORPORATION
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES GBRI 8301169 2124474
THE SAME CORPORATION
HAND-HELD CAN OPENER FARBERWARE, INC. GBRI 1041372 1041372
BEVERAGE MAKER FARBERWARE, INC. GBRI 1060864 1060864
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GERW P3327476.2-45 P332747
THE SAME 6.2
ELECTRIC CAN OPENER WITH KIDDE CONSUMER DURABLES GERW URA1290/86 MR26622
VERTICAL HEIGHT ADJUSTMENT CORPORATION
HAND HELD CAN OPENER KIDDE CONSUMER DURABLES GERW URA556/87 MR2759
CORPORATION
BREWING APPARATUS FARBERWARE, INC. GERW M8904879.2 M8904879
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. GREC 72052 79598
THE SAME
PERCOLATOR AND PARTITION PLATE KIDDE CONSUMER DURABLES HONG -- 915/85
HEATER ASSEMBLY CORPORATION
CONVECTION OVEN WITH A KIDDE CONSUMER DURABLES HONG -- 869/1985
TEMPERATURE CONTROL APPARATUS CORPORATION
III-3
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES HONG -- 407/86
THE SAME CORPORATION
TEMPERATURE CONTROL APPARATUS FARBERWARE, INC. ISRA 64117 64117
FOR CONVECTION OVEN
BREWING APPARATUS FARBERWARE, INC. ISRA 15181 15181
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. ITAL 22066A/79 1192350
HEATER ASSEMBLY
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. ITAL 22281A/83 1170183
THE SAME
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. JAPA 32421/79 1093333
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES JAPA 134514/83 1507157
THE SAME CORPORATION
MICROWAVE DRIP COFFEE MAKER FARBERWARE, INC. JAPA 32272/90 --
BREWING APPARATUS FARBERWARE, INC. KORS 9631/1989 107426
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES LUXE 84938 84938
THE SAME CORPORATION
BREWING APPARATUS FARBERWARE, INC. NEWZ 22920 22920
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. PORT 68945 68945
HEATER ASSEMBLY THEREFOR
METHOD OF MAKING COOKWARE FARBERWARE, INC. SPAI 554008 554008
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SPAI 524584 524584
THE SAME
BREWING APPARATUS FARBERWARE, INC. SPAI 119534 119534
PERCOLATOR AND PARTITION PLATE FARBERWARE, INC. SWED PAT7903636 PUB430649
HEATER ASSEMBLY THEREFOR
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. SWED PAT8304191-3 PUBH456895
THE SAME
III-4
COOKWARE AND METHOD OF MAKING KIDDE CONSUMER DURABLES SWIT 4191/83-0 661195
THE SAME CORPORATION
COOKWARE AND METHOD OF MAKING FARBERWARE, INC. TAIW 73102768 NI-25368
THE SAME
METHOD OF MAKING COOKWARE FARBERWARE, INC. TAIW 73102768 A01 171457
TRADEMARKS
MARK OWNER JURISDICTION REGISTRATION NUMBER APPLICATION
TURBO-OVEN FARBERWARE, INC. USA 992831 --
FARBERWARE FARBERWARE, INC. USA 601591 --
FARBERWARE FARBERWARE, INC. USA 806655 --
FARBERWARE FARBERWARE, INC. USA 804130 --
OPEN HEARTH FARBERWARE, INC. USA 754975 --
FARBERWARE FARBERWARE, INC. USA 1122167 --
CONVECTION TURBO-OVEN FARBERWARE, INC. USA 1157193 --
NUTRIMASTER FARBERWARE, INC. USA 1819494 --
CLASSIC SERVINGS FARBERWARE, INC. USA 1905011 --
DECATHLON FARBERWARE, INC. USA 1924653 --
FARBER FARBERWARE, INC. USA 1897200 --
CLASSICOTE FARBERWARE, INC. USA -- 74/478730
SET BUILDERS FARBERWARE, INC. USA 1900692 --
III-5
BACKSAVER FARBERWARE, INC. USA 1949554 --
AMERICAN ESSENTIALS FARBERWARE, INC. USA -- 74/525838
NECESSITIES FARBERWARE, INC. USA -- 74/615755
CLASSIC SERIES FARBERWARE, INC. USA -- 74/53281
PASTAPRO FARBERWARE, INC. USA -- 74/535282
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 613163 --
ELECTRIC CHAR-B-Q FARBERWARE, INC. USA 982893 --
(STYLIZED & DESIGN
(ELECTRICAL PLUG)
CONTEMPRA FARBERWARE, INC. USA 1673371 --
DESIGN (ROUND ELECTRIC FARBERWARE, INC. USA 1706523 --
GRILL)
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1725370 --
ELECTRIC GRILL)
ADVANTAGE FARBERWARE, INC. USA 1226680 --
FARBERWARE FARBERWARE, INC. USA 1410374 --
FARBERWARE FARBERWARE, INC. USA 1447147 --
FARBERWARE FARBERWARE, INC. USA -- 74/462123
FARBERWARE FARBERWARE, INC. USA 1932199 --
MICROBREW FARBERWARE, INC. USA 1630891 --
MICROBREW FARBERWARE, INC. USA 1119296 --
III-6
ONLY FARBERWARE CAN FARBERWARE, INC. US 1606452 --
MAKE IT
MILLENNIUM FARBERWARE, INC. USA -- 74/051501
MILLENNIUM FARBERWARE, INC. USA 1819460 --
MILLENNIUM FARBERWARE, INC. USA 1898138 --
NEVER-STICK FARBERWARE, INC. USA 1743201 --
FARBERWARE CHANGES NON- FARBERWARE, INC. USA -- 74/071500
STICK COOKWARE INTO
NEVER-STICK COOK-
ICE TEA EXPRESS FARBERWARE, INC. USA 1773640 --
FARBER PEEL FARBERWARE, INC. USA 1897955 --
FARBERSEAL FARBERWARE, INC. USA 1783231 --
DESIGN (RECTANGULAR FARBERWARE, INC. USA 1734617 --
ELECTRIC GRILL)
CHAR-B-Q (STYLIZED) FARBERWARE, INC. USA 1827615 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA 1851074 --
HEALTHY GOURMET (THE) FARBERWARE, INC. USA -- 74/433708
BY CONTEMPRA & DESIGN
(CHEF'S HEAD W/C
THERMAL INTELLIGENCE FARBERWARE, INC. USA -- 74/615769
FIRE MARSHALL FARBERWARE, INC. USA -- 74/594837
III-7
ALL FIRE FARBERWARE, INC. USA -- 74/603251
GOURMETRIX (STYLIZED) FARBERWARE, INC. USA -- 74/665939
THERMALLY INTELLIGENT FARBERWARE, INC. USA -- 74/665938
COOKWARE
MULTI-GRATER FARBERWARE, INC. USA -- 74/666193
CLASSICLEAN FARBERWARE, INC. USA -- 74/686298
NEW DIMENSIONS FARBERWARE, INC. USA -- 75/026506
ALUMINAIRE FARBERWARE, INC. USA -- 75/032838
VANGUARD 1000 FARBERWARE, INC. USA -- 75/032839
CONTEMPORARY COLONIAL FARBERWARE, INC. USA -- 75/032840
COOKWARE
COLONIAL COOKWARE FARBERWARE, INC. USA -- 75/032841
CONVECTION TURBO-OVEN FARBERWARE, INC. ARGENTINA 1109864 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1107485 --
FARBERWARE FARBERWARE, INC. ARGENTINA 1104065 --
FARBERWARE FARBERWARE, INC. AUSTRALIA A214699 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169253 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B169254 --
OPEN HEARTH FARBERWARE, INC. AUSTRALIA A179077 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B399468 --
III-8
FARBERWARE FARBERWARE, INC. AUSTRALIA B399467 --
FARBERWARE FARBERWARE, INC. AUSTRALIA B404684 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553506 --
MILLENIUM FARBERWARE, INC. AUSTRALIA A553057
MILLENIUM FARBERWARE, INC. AUSTRALIA A605485 --
FARBERPEEL FARBERWARE, INC. AUSTRALIA A572702 --
FARBERSEAL FARBERWARE, INC. AUSTRALIA A572703 --
FARBERWARE FARBERWARE, INC. AUSTRIA 105517 --
CONVECTION TURBO-OVEN FARBERWARE, INC. BENELUX 515303 --
FARBERWARE FARBERWARE, INC. BENELUX 395531 --
MICROBREW FARBERWARE, INC. BENELUX 472044 --
MILLENIUM FARBERWARE, INC. BENELUX 497759 --
MILLENIUM FARBERWARE, INC. BENELUX 557765 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438325 --
FARBERWARE FARBERWARE, INC. BRAZIL 811438333 --
STAY CLEAN ACTION & FARBERWARE, INC. CANADA 204245 --
DESIGN
OPEN HEARTH FARBERWARE, INC. CANADA TMA13396 --
FARBERWARE FARBERWARE, INC. CANADA 199/50716 --
III-9
FARBERWARE MILLENIUM FARBERWARE, INC. CANADA 418801 --
FARBERPEEL FARBERWARE, INC. CANADA 409873 --
FARBERSEAL FARBERWARE, INC. CANADA 409872 --
THERMAL INTELLIGENCE FARBERWARE, INC. CANADA -- 796,549
CLASSICLEAN FARBERWARE, INC. CANADA -- 798,704
CONVECTION TURBO-OVEN FARBERWARE, INC. DENMARK 1579-1983 --
FARBERWARE FARBERWARE, INC. DENMARK 1939-1985 --
FARBERWARE FARBERWARE, INC. FINLAND 92207 --
OPEN HEARTH FARBERWARE, INC. FRANCE 1460223 --
ALL-AROUND GRIDDLE FARBERWARE, INC. FRANCE 1708808 --
CONVECTION TURBO-OVEN FARBERWARE, INC. FRANCE 1193445 --
FARBERWARE FARBERWARE, INC. FRANCE 1249025 --
MICROBREW FARBERWARE, INC. FRANCE 1548249 --
MILLENIUM FARBERWARE, INC. FRANCE 1678333 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876697 --
FARBERWARE FARBERWARE, INC. GREAT BRIT 876698 --
CONVECTION TURBO-OVEN FARBERWARE, INC. GREAT BRIT B1168353 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205914 --
FARBERWARE FARBERWARE, INC. GREAT BRIT B1205915 --
III-10
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485061 --
FARBERWARE MILLENIUM FARBERWARE, INC. GREAT BRIT B1485062 --
MILLENIUM FARBERWARE, INC. GERMANY 2029796 --
FARBERWARE FARBERWARE, INC. W GERMANY 674013 --
FARBERWARE CONVECTION FARBERWARE, INC. W GERMANY 1045089 --
TURBO-OVEN
FARBERWARE FARBERWARE, INC. W GERMANY 1065973 --
MICROBREW FARBERWARE, INC. W GERMANY 1164528 --
FARBERWARE FARBERWARE, INC. GREECE 77282 --
FARBERWARE FARBERWARE, INC. GREECE 76060 --
FARBERWARE FARBERWARE, INC. ISRAEL 23462 --
FARBERWARE FARBERWARE, INC. ISRAEL 57748 --
FARBERWARE FARBERWARE, INC. ISRAEL 57840 --
OPEN HEARTH FARBERWARE, INC. ITALY 434663 --
CONVECTION TURBO-OVEN FARBERWARE, INC. ITALY 402068 --
FARBERWARE FARBERWARE, INC. ITALY 417819 --
MILLENIUM FARBERWARE, INC. ITALY 610847 --
FARBERWARE FARBERWARE, INC. JAPAN 2023691 --
ADVANTAGE FARBERWARE, INC. JAPAN -- 06/119132
III-11
FARBERWARE FARBERWARE, INC. JAPAN 1933794 --
FARBERWARE (KATAKANA) FARBERWARE, INC. JAPAN 2529987 --
MILLENIUM FARBERWARE, INC. JAPAN 2529988 --
MILLENIUM (KATAKANA) FARBERWARE, INC. JAPAN 2529989 --
FARBERPEEL FARBERWARE, INC. JAPAN 2691276 --
FARBERSEAL FARBERWARE, INC. JAPAN 2691277 --
CONVECTION TURBO-OVEN FARBERWARE, INC. S. KOREA 90152 --
FARBERWARE FARBERWARE, INC. MALAWI 203/83 --
FARBERWARE FARBERWARE, INC. MALAWI 204/83 --
FARBERWARE FARBERWARE, INC. MEXICO 442090 --
FARBERWARE FARBERWARE, INC. MEXICO 425715 --
FARBERPEEL FARBERWARE, INC. MEXICO 429889 --
FARBERSEAL FARBERWARE, INC. MEXICO 425167 --
GOURMETRIX FARBERWARE, INC. MEXICO -- N/A
THERMAL INTELLIGENCE FARBERWARE, INC. MEXICO -- 248446
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69536 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN B69535 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149651 --
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149652 --
III-12
FARBERWARE FARBERWARE, INC. NEW ZEALAN 149653 --
FARBERWARE FARBERWARE, INC. NORWAY 118836 --
FARBERWARE FARBERWARE, INC. PERU -- 286864
FARBERWARE FARBERWARE, INC. PERU -- 286865
FARBERWARE FARBERWARE, INC. PERU -- 286866
FARBERWARE FARBERWARE, INC. PORTUGAL 224160 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224161 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224162 --
FARBERWARE FARBERWARE, INC. PORTUGAL 224163 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7484 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/7485 --
FARBERWARE FARBERWARE, INC. S. AFRICA B83/8346 --
FARBERWARE FARBERWARE, INC. SPAIN 452855 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SPAIN 995517 --
FARBERWARE FARBERWARE, INC. SPAIN 1054534 --
MILLENIUM FARBERWARE, INC. SPAIN 1647799 --
MILLENIUM FARBERWARE, INC. SPAIN 1647800 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWEDEN 185270 --
FARBERWARE FARBERWARE, INC. SWEDEN 191705 --
III-13
MICROBREW FARBERWARE, INC. SWEDEN 225353 --
CONVECTION TURBO-OVEN FARBERWARE, INC. SWITZERLAN 319496 --
FARBERWARE FARBERWARE, INC. SWITZERLAN 328759 --
MICROBREW FARBERWARE, INC. SWITZERLAN 375406 --
CONVECTION TURBO-OVEN FARBERWARE, INC. TAIWAN -- 84037400
FARBERWARE FARBERWARE, INC. TAIWAN 687266 --
MICROBREW FARBERWARE, INC. THAILAND 148181 --
MICROBREW FARBERWARE, INC. THAILAND 148556 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121465-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121938 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121466-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121467-F --
FARBERWARE FARBERWARE, INC. VENEZUELA 121939 --
FARBERWARE FARBERWARE, INC. VENEZUELA 121468-F --
FARBERWARE FARBERWARE, INC. ZIMBABWE B560/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B561/83 --
FARBERWARE FARBERWARE, INC. ZIMBABWE B111/84 --
III-14
COPYRIGHTS
Name of Work Owner Registration Number
ECB-40 grease tray Farberware, Inc. VAu 198-191
ECB-40 reflector Farberware, Inc. VAu 198-194
Small char-b-que/reflector Farberware, Inc. VAu 198-196
ECB-40 Contempra grill Farberware, Inc. VAu 198-185
Contempra (rectangular) stoneware Farberware, Inc. VAu 198-186
Char-b-que grease tray Farberware, Inc. VAu 198-188
Char-b-que reflector Farberware, Inc. VAu 198-187
ECBO040 Frill for ceramic cooker Farberware, Inc. VAu 198-189
Char-b-que grill Farberware, Inc. VAu 198-193
Char-b-que bowl Farberware, Inc. VAu 198-197
Heating element Farberware, Inc. VAu 198-190
25016 Reflector Farberware, Inc. VAu 198-198
25027 Grease tray Farberware, Inc. VAu 198-195
Char-b-que heat element support Farberware, Inc. VAu 198-192
Ceramic char-b-que grill Farberware, Inc. VAu 198-512
LICENSES
1. License and Distribution Agreement dated September 29, 1995 by and
between Farberware, Inc. and Meyer Marketing Company, Ltd. relating
to the name "Farberware"
2. License and Distribution Agreement dated January 7, 1993 between
Farberware, Inc. and Frye International Corporation relating to the
name "Farberware"
3. License Agreement dated September 2, 1989 by and between
Farberware, Inc. and Excel Cutlery, Inc. relating to the name
"Farberware"
4. License Agreement dated December 14, 1989 by and between
Farberware, Inc. and Lifetime Cutlery Corp. relating to the name
"Farberware"
5. Dinnerware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
6. Flatware License Agreement by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 5, 1995
III-15
7. Glass Gift/ServeWare License by and between Farberware, Inc. and
Excel Cutlery, Inc. dated July 15, 1995
8. Glass Beverageware License Agreement by and between Farberware,
Inc. and Excel Cutlery, Inc. dated July 15, 1995
9. Agreement between Farberware Inc. and Ananta Group Ltd. dated
September 14, 1988 relating to royalty commissions
10. License Agreement by and between Farberware, Inc. and Creative
Designs International Ltd. dated January 1, 1994 relating to the
name "Farberware"
III-16