EX-10.3 5 b44497a3exv10w3.txt EX-10.3 LICENSE AGREEMENT CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. EXHIBIT 10.3 (G) Modfn. (1) 070501ps SESAMEWORKSHOP(TM) One Lincoln Plaza New York NY 10023 Dated as of July 1, 2001 tel 212 595 3456 www.sesameworkshop.org The First Years, Inc. One Kiddie Drive Avon, Massachusetts 02322 Ladies and Gentlemen: The following, when signed by you ("The First Years") and by us ("Sesame Workshop"), will constitute a renewal of the agreement between Sesame Workshop and The First Years dated as of the 1st day July, 1996, as the same may have heretofore been amended and/or extended (hereinafter referred to as the "Agreement"): The Term of the Agreement, solely with respect to the distribution and sale of Products in the United States including its Territories and Possessions, is hereby renewed for an additional period of two (2) years commencing July 1, 2001 and ending June 30, 2003, upon all the terms and conditions therein contained, except as herein otherwise specified: 1. During the Term of this renewal, The First Years shall have the right to manufacture, distribute and sell the Products listed in Appendix A annexed hereto and hereby made a part hereof. It is further understood and agreed that if The First Years fails to achieve at least [ ] ([ ]) [ ] of its projected sales for Bibs during the first contract year of the Term of this renewal (July 1, 2001 - June 30, 2002), then Sesame Workshop shall have the right, at its election, to delete "Bibs" as a Product hereunder for the second contract year of the Term hereof. The current sales forecast for Bibs is $[ ] for the period ending June 30, 2002. 2. The First Years' Authorized Channels of Distribution, during the Term of this renewal, shall be as follows: "MASS MARKET CHANNELS" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale in value-oriented retail stores, which in the normal course of business usually sell product items in the same category as the Products and catalog operations conducted by major retailers; "MID-TIER DEPARTMENT STORE CHANNELS" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale in moderately priced department stores such as J.C. Penny, Sears, Kohl's, etc; CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. "SPECIALTY STORES" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale primarily to specialty stores, gift stores, card stores and gift and card departments of department stores; DRUG STORES AND GROCERY STORES; REGIONAL DISCOUNTERS; E-TAILERS (I.E. AMAZON.COM); AND INTERNET SITES OF RETAILERS THAT ARE IN THE ABOVE CHANNELS OF DISTRIBUTION. 3. The Royalty that is payable by The First Years to Sesame Workshop, during the Term of this renewal, pursuant to subparagraph 5(a) hereof with respect to each Product hereunder is as follows: [ ]% of Gross Proceeds with respect to Bed Rails, Booster Seats, Toilet Training Potty and Step Stools. [ ]% of Gross Proceeds with respect to Vinyl Bibs. [ ]% with respect to all other Products. [ ]% F.O.B. Price with respect to Bed Rails, Booster Seats, Toilet Training Potty and Step Stools. [ ]% F.O.B. Price with respect to with respect to Vinyl Bibs. [ ]% F.O.B. Price with respect to all other Products. 4. The First Years guarantees that Sesame Workshop's minimum earnings, during the Term of this renewal, shall be as follows: $[ ] for the Guaranteed Period July 1, 2001 - June 30, 2002 $[ ] for the Guaranteed Period July 1, 2002 - June 30, 2003 5. Effective December 29, 2000, all rights and interest in, and title to, the Licensed Elements which were owned by JHP and controlled by Sesame Workshop were acquired by Sesame Workshop, and consequently, subsequent to such date, {i} any right of JHP under the Agreement shall insure to Sesame Workshop and {ii} any obligation owed to JHP by The First Years hereunder shall be owed to Sesame Workshop. 6. Division {iii} of subparagraph 9(a) of the Agreement is hereby modified by deleting the term "CTWs Quality Control Department" and substituting in its place and stead "Sesame Workshop's and/or its representative." 7. All notices to Sesame Workshop should be sent to: Sesame Workshop One Lincoln Plaza CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. New York, New York 10023 Attention: Group President, Products and to David Chan, Vice President, Deputy General Counsel Legal and Business Affairs. Except as herein expressed modified and/or amended, the Agreement shall remain in full force and effect according to the terms thereof and, as herein modified, amended and/or extended, is hereby expressly ratified and confirmed. This modification, its construction and effect shall be determined in accordance with the laws of the State of New York with respect to agreements to be fully performed therein. If the foregoing accords with your understanding, please sign this renewal at the place set forth below. Very truly yours, SESAME WORKSHOP ACCEPTED AND AGREED TO: By: Not legible THE FIRST YEARS, INC. ------------------------- By: /s/ Ronald J. Sidman ------------------------ Ronald J. Sidman CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. I. APPENDIX A Products hereunder for which THE FIRST YEARS has been granted the non-exclusive right to distribute and sell in the Territory shall consist solely of the following Infant Care Items: Reusable & Disposable Bottles Pacifiers and Attachers Splat Mats Cups: trainer cups, spout cups, straw cups, and spill proof cups Sport Bottles *#Teethers (with or without sound) 100% Vinyl Bibs (specifically excluding fabric and vinyl coated fabric bibs) Melamine Set (two-section dish with sippy cup and sculpted spoon) Feeding and Soothing Gift Set combinations consisting of the above Products *#Rattles (with and without sound) Baby Bather Baby Bath Tubs Car Sunshades Bed Rails Boo Boo Cold Packs Harness and Handstrap Medicine Feeders Thermometers Plastic Step Stools Toilet Training Potty Booster Seats Bathtub Toy Bags #Crib Pull Downs #Chime Balls #Squeaky Playbook for bath use (with sound and visual-no text or story) Comb and Brush Set Spout Guards *#High Chair Suction Toys *Combination Plastic and Plush elements shall be of equal proportion. Specifically excluded are plush only designs. #These Products shall be sold solely to Juvenile Product Buyers of the Authorized Distribution Channels specified in Paragraph 2 of the renewal and must be packaged on blister cards and merchandised on racks. Peggable boxed items will be approved on a case-by-case basis.