8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2006

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10593	11-2481093
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)
1450 Broadway, New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Definitive Material Agreement.

          Iconix Brand Group, Inc., a Delaware corporation (the “Registrant”), Moss Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant, and Cherokee Inc., a Delaware corporation (“Cherokee”), have entered into a termination and settlement agreement (the “Termination Agreement”) providing for the termination of the finders agreement between Cherokee and Mossimo, Inc. dated March 27, 2000 (the “Finders Agreement”) in exchange for the Registrant’s agreement to pay Cherokee $33 million in cash (the “Termination Fee”), payable upon the Registrant closing on its previously announced agreement to acquire Mossimo, Inc. by merger (the “Merger”). As part of the Termination Agreement, Cherokee has agreed to withdraw its previously announced proposal to acquire all of the outstanding shares of Mossimo, Inc.

          The closing of the transactions and the payment of the Termination Fee contemplated by the Termination Agreement are subject to the consummation of the Merger and other closing conditions.

          On April 27, 2006, the Registrant issued a press release announcing the Termination Agreement with Cherokee. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

          The description of the Termination Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

          On April 27, 2006, the Registrant issued a press release announcing its financial results for the three months ended March 31, 2006. A copy of the Registrant’s press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Termination and Settlement Agreement dated as of April 27, 2006 among Iconix Brand Group, Inc., Moss Acquisition Corp., and Cherokee Inc.
99.1	Press Release of Iconix Brand Group, Inc. dated April 27, 2006 relating to agreement with Cherokee Inc.
99.2	Press Release of Iconix Brand Group, Inc. dated April 27, 2006 relating to financial results for the quarter ended March 31, 2006.

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          Exhibit 99.2 above is furnished pursuant to Item 2.02, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of the Registrant’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICONIX BRAND GROUP, INC.
(Registrant)
By:	/s/ Neil Cole
	Neil Cole
	Chief Executive Officer

Date: April 27, 2006

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EX-10

TERMINATION AND SETTLEMENT AGREEMENT

          AGREEMENT, dated as of the 27th day of April 2006, among Iconix Brand Group, Inc., a Delaware corporation (“Iconix”), Moss Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Iconix (“MAC”), and Cherokee, Inc. a Delaware corporation (“Cherokee”).

W I T N E S S E T H :

          WHEREAS, Iconix entered into an Agreement and Plan of Merger dated as of March 31, 2006, with MAC, Mossimo, Inc., a Delaware corporation (“Mossimo”), and Mossimo Giannulli, the majority stockholder of Mossimo (the “Merger Agreement”); and

          WHEREAS, Mossimo and Cherokee have entered into that certain Cherokee-Mossimo Finders Agreement dated March 27, 2000 (the “Finders Agreement”); and

          WHEREAS, subsequent to the execution of the Merger Agreement, Cherokee issued a non-binding public proposal on April 17, 2006 to acquire all the outstanding shares of Mossimo (the “Unsolicited Proposal”); and

          WHEREAS, Cherokee has determined to withdraw the Unsolicited Proposal pursuant to the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

          1. Termination of Finders Agreement. Upon satisfaction of the conditions of Section 4 of this Agreement and simultaneous with the effective time of the merger (the “Closing Date” or the “Termination Date”) (i) the Finders Agreement shall be terminated in its entirety and be of no further force or effect and (ii) Iconix will pay to Cherokee by wire transfer in immediately available funds the sum of Thirty-Three Million Dollars ($33,000,000) (the “Termination Fee”).

          2. Representations and Warranties.

                    2.1 Representations and Warranties of Iconix. Iconix hereby represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by Iconix and is the valid and binding obligation of Iconix, enforceable against Iconix in accordance with its terms and (b) no consent of any third party is required for the execution, delivery and performance of this Agreement by Iconix.

                    2.2 Representations and Warranties of Cherokee. Cherokee hereby represents and warrants that: (a) this Agreement has been duly authorized, executed and delivered by Cherokee and is the valid and binding obligation of Cherokee, enforceable against Cherokee in accordance with its terms; (b) the Finders Agreement is in full force and effect and is a valid and binding obligation of Cherokee and Cherokee is not in material violation of or in default of any term or condition of the Finders Agreement; (c) Cherokee’s right, title, or interest in the Finders Agreement or any amounts due thereunder has not been pledged, assigned, hypothecated, subjected to any lien or security interest, or encumbered in any manner whatsoever; and (d) no consent of any third party is required for the execution, delivery and performance of this Agreement by Cherokee.

          3. Covenants of Cherokee. Cherokee hereby covenants and agrees that:

                    3.1 Immediately after execution of this Agreement, Cherokee shall withdraw the Unsolicited Proposal and notify Mossimo in writing of such withdrawal. In addition, unless the Merger Agreement shall have been terminated, Cherokee agrees not to, directly or indirectly, through any affiliate or otherwise, reinstate or make any new offer to purchase shares of Mossimo capital stock or any other type of acquisition of all, or substantially all, of the capital stock or assets of Mossimo, whether by merger or any other type of business combination with Mossimo or otherwise.

                    3.2 From and after the date hereof, Cherokee shall not interfere with the consummation of the Merger Agreement, and hereby agrees to vote any and all shares of Mossimo common stock owned or held by it or any affiliate in favor thereof. From the date of this Agreement through the Termination Date, other than in the ordinary course of business, Cherokee further agrees not to take any action or omit to take any action which would adversely affect the relationship of Mossimo or Iconix or any of their respective affiliates with Target Brands, Inc., or its affiliates. Cherokee agrees that Cherokee and its affiliates will take no action which is intended to, or would reasonably be expected to, harm or disparage Mossimo or Iconix or any of their affiliates.

                    3.3 From and after the date of this Agreement through the Closing Date, Cherokee shall not pledge, assign, sell, lease, license, mortgage, hypothecate, or otherwise encumber or subject to any lien or security interest in any manner whatsoever its right, title, or interest in the Finders Agreement or any amounts due Cherokee thereunder.

          4. Covenants of Iconix. Iconix hereby covenants and agrees that:

                    4.1 Iconix agrees to use its best efforts to cause all conditions precedent to its obligations (and to the obligations of the other parties under the Merger Agreement to consummate the transactions contemplated thereby) to be satisfied, including, but not limited to, using best efforts to obtain all required (if so required by the Merger Agreement) consents, waivers, amendments, modifications, approvals, authorizations, notations and licenses.

                    4.2 From the date of this Agreement through the Termination Date, other than in the ordinary course of business, Iconix further agrees not to take any action or omit to take any action which would adversely affect the relationship of Cherokee or any of its affiliates with Target Brands, Inc., or its affiliates. Iconix agrees that Iconix and its affiliates will take no action which is intended to, or would reasonably be expected to, harm or disparage Cherokee or any of its affiliates.

          5. Conditions to Closing. The closing of the transactions contemplated by this Agreement and the payment of the Termination Fee shall take place upon the satisfaction of the following conditions:

                    5.1 Cherokee shall have timely withdrawn the Unsolicited Bid and otherwise complied with all of the covenants set forth in Section 3 hereof.

                    5.2 The Merger Agreement shall have been consummated and the Effective Time (as such term is defined in the Merger Agreement) shall have occurred.

                    5.3 The representations and warranties of Cherokee set forth in Section 2 shall be true and correct in all respects as of the date of the Closing.

          6. Net Revenues. In the event that the closing under the Merger Agreement occurs, Iconix shall cause MAC to promptly pay Cherokee all earned but unpaid Finder’s Fees (as such term is defined in the Finders Agreement) through and including the Closing Date of this Agreement; provided, however, that Net Revenues (as that term is defined in the Finders Agreement) shall not be reduced by the payment to Target referenced in the Current Report on Form 8-K filed by Mossimo on March 31, 2006 and due on or before June 30, 2006.Payment of such Finder’s Fees shall be accompanied by a written report setting forth the Net Revenues actually received by Mossimo (broken down by date and amount received) since the date of the last report delivered to Cherokee by Mossimo and such other information as is necessary to enable Cherokee to verify the Net Revenues reported by Iconix and/or Mossimo. Finder’s Fees shall be payable in United States Dollars. Interest at the maximum legal rate shall be paid on any Finder’s Fees not paid when due.

          7. Liquidated Damages; Termination.

                    7.1 In the event that the Merger Agreement is terminated pursuant to Section 7.1(a), 7.1(d) or 7.1(g), Iconix shall pay to Cherokee the sum of One Million Dollars ($1,000,000) as liquidated damages within two business days of such termination. Upon receipt by Cherokee of the payment required by Section 7 subsequent to the

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termination of the Merger Agreement, the obligations of the parties hereto shall expire and be of no further force or effect, except for the provisions of Sections 7, 8 and 9 hereof, which shall survive.

                    7.2 In the event that the Merger Agreement is terminated for any reason other than as specified in Section 7.1, then the obligations of the parties hereto shall expire and be of no further force or effect, except for the provisions of Sections 7, 8 and 9 hereof, which shall survive.

          8. Releases.

                    8.1 Releases by Cherokee. Effective as of the Closing Date, Cherokee for itself and for each of its respective past and present agents, officers, directors, employees, attorneys, shareholders, parents, subsidiaries, and each of their affiliated legal or business entities, insurers, successors and assigns, both individually and in their representative capacities (jointly and severally the “Cherokee Releasing Parties”) hereby jointly and severally, release and discharge Iconix, Mossimo and each of their affiliates, parents, subsidiaries, officers, directors, stockholders, employees, agents, attorneys, accountants and other advisors, and the heirs, executors and administrators, if applicable, and the predecessors, successors or assigns of each of the foregoing (collectively the “Cherokee Released Parties”) from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever (“Claims”), in law or equity, which against any or all of the Cherokee Released Parties, any or all of the Cherokee Releasing Parties ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Termination Date arising out of or relating to the Finders Agreement or its termination.

                    8.2 Release by Iconix. Effective as of the Closing Date, Iconix, for itself and for each of its respective past and present agents, officers, directors, employees, attorneys, shareholders, parents, subsidiaries, and all of its affiliated legal or business entities, insurers, successors and assigns, both individually and in their representative capacity (jointly and severally the “Iconix Releasing Parties”) hereby jointly and severally, release and discharge Cherokee and each of its affiliates, parents, subsidiaries, officers, directors, stockholders, employees, agents, attorneys, accountants and other advisors, and the heirs, executors and administrators, if applicable, and the predecessors, successors or assigns of each of the foregoing (collectively the “Iconix Released Parties”) from all Claims, in law or equity, which against any or all of the Iconix Released Parties, any or all of the Iconix Releasing Parties ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Termination Date arising out of or relating to the Finders Agreement or its termination.

                    8.3 Exceptions, Indemnification. Notwithstanding anything contained in this Section 8 to the contrary, this Section 8 shall not apply to any Claims arising out of breach of the obligations contained in this Agreement. Each of Iconix and Cherokee hereby agree to indemnify and hold the other harmless from any and all loses, liabilities, expenses and costs (including reasonable attorneys’ fees) arising out of, resulting from, or relating to (a) any breach of any representation or warranty made herein by such party or (b) any breach of any covenant or agreement made by any party herein.

          9. Miscellaneous.

                    9.1 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given or made as of the date delivered or mailed if delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses set forth below:

If to Iconix or MAC:
	With a copy to:

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	Iconix Brand Group, Inc. 1450 Broadway, 4th Floor New York, New York 10018 Attn: Neil Cole, CEO Fax: (212) 391-0127	Blank Rome LLP 405 Lexington Avenue New York, New York 10174 Attn: Robert J. Mittman, Esq. Fax: (212) 885-5001
If to Cherokee:		With a copy to:
	Cherokee, Inc. 6835 Valjean Avenue Van Nuys, CA 91406 Attn: Robert Margolis, Chairman & CEO Fax: (818) 908-9191	Morrison & Foerster LLP 12531 High Bluff Drive, Suite 100 San Diego, CA 92130 Attn: Scott M. Stanton Fax: (858) 523-5941

                    9.2 Press Release. Immediately following the execution and delivery of this Agreement,Cherokee and Iconix shall each issue a press release announcing the execution of this Agreement, which press releases shall be subject to the prior review and approval of the other party. None of the parties hereto will make any public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the press Rrleases issued pursuant to this Section 9.2.

                    9.3 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

                    9.4 Choice of Law/Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware without reference to its conflicts of laws provisions.

                    9.5 Further Assurances. The Parties hereto agree to, at their own expense, execute and deliver such other instruments of conveyance, transfer or termination and take such other actions as any other party may reasonably request, including obtaining the signatures of parties not Party to this Agreement, in order to more effective consummate the transactions contemplated hereby.

                    9.6 Amendment. This Agreement may only be modified by a written instrument, which is executed by each of the parties hereto.

                    9.7 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of this Agreement or any other term or condition hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto agree that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

                    9.8 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms of this Agreement.

                    9.9 Binding Effect; Benefit. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and assigns.

                    9.10 Counterparts and Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. For purposes of this Agreement signatures received by facsimile shall have the same force and effect as original signatures.

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          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first above written.

ICONIX BRAND GROUP, INC.
By:	/s/ Neil Cole
	Name:	Neil Cole
	Title:	President and CEO
MOSS ACQUISITION CORP.
By:	/s/ Neil Cole
	Name:	Neil Cole
	Title:	President
CHEROKEE, INC.
By:	/s/ Robert Margolis
	Name:	Robert Margolis
	Title:	Chairman and CEO

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EX-99

FOR IMMEDIATE RELEASE:

ICONIX BRAND GROUP ANNOUNCES DEAL WITH CHEROKEE INC. TO
BUYOUT MOSSIMO FINDERS AGREEMENT

NEW YORK, April 27, 2006 – Iconix Brand Group, Inc. (NASDAQ: ICON) (“Iconix” or the “Company”), today announced that it has entered into a definitive agreement with Cherokee Inc. to buy out the Mossimo finders agreement for $33 million in cash payable upon Iconix closing on its previously announced agreement to acquire Mossimo Inc. As part of the agreement Cherokee Inc. will withdraw its offer to purchase Mossimo Inc.

The Mossimo Finders Agreement provides for Cherokee Inc. to receive 15% of all earned royalties received from Mossimo’s license with Target Stores in perpetuity in exchange for finding and brokering the license agreement.

Iconix Brand Group Inc. (Nasdaq: ICON - News) owns, licenses and markets a growing portfolio of consumer brands including CANDIE’S ®, BONGO ®, BADGLEY MISCHKA ®, JOE BOXER ® RAMPAGE ® and MUDD ®. The company’s brands touch every major segment of retail distribution from the luxury market to the mass market. Iconix, through its in-house advertising agency, advertises and markets its brands to continually drive greater consumer awareness and loyalty and licenses its brands to a network of leading retailers and manufacturers.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this press release are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of the Company, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, uncertainty regarding the results of the Company’s acquisition of additional licenses, continued market acceptance of current products and the ability to successfully develop and market new products particularly in light of rapidly changing fashion trends, the impact of supply and manufacturing constraints or difficulties relating to the Company’s licensees’ dependence on foreign manufacturers and suppliers, uncertainties relating to customer plans and commitments, the ability of licensees to successfully market and sell branded products, competition, uncertainties relating to economic conditions in the markets in which the Company operates, the ability to hire and retain key personnel, the ability to obtain capital if required, the risks of litigation and regulatory proceedings, the risks of uncertainty of trademark protection, the uncertainty of marketing and licensing acquired trademarks and other risks detailed in the Company’s SEC filings. The words “believe”, “anticipate,” “expect”, “confident”, “project”, provide “guidance” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made.

Contact:	David Conn
	Executive Vice President
	Iconix Brand Group
	212.730.0030
	Joseph Teklits
	Integrated Corporate Relations
	203.682.8200

EX-99

FOR IMMEDIATE RELEASE:

ICONIX BRAND GROUP REPORTS RECORD EARNINGS FOR FIRST
QUARTER 2006

• Licensing revenue $13.3 million versus $4.3 million in prior year quarter

• Net Income $7.4 million versus $800,000 in prior year quarter.

• Fully diluted EPS of $0.18 versus $0.03 in prior year quarter

NEW YORK, April 27, 2006 – Iconix Brand Group, Inc. (NASDAQ: ICON) (“Iconix” or the “Company”), today announced financial results for the first quarter of 2006 which are the first year-over-year comparable results as a brand management company. Licensing revenue for the period increased to approximately $13.3 million as compared to approximately $4.3 million in the first quarter of last year. The increase in licensing revenue was driven primarily by the continued roll out and success of the Candie’s brand at Kohl’s and contribution from the company’s 2005 acquisitions of the Joe Boxer and Rampage brands. The Company reported fully diluted earnings per share of $0.18 versus $0.03 in the first quarter of last year; this year’s earnings included a non-cash tax benefit that added $0.03 to the quarter. Pre-tax income increased to $6.1 million from approximately $800,000 in the first quarter of last year. Net income was $7.4 million, including a $1.3 million non-cash tax benefit, versus net income of $800,000 in the first quarter of last year.

Operating results for the quarter were above the Company’s plan. However, included in the Q1 net income plan was an expectation to record a net tax benefit of approximately $2 million relating to the realization of the Company’s deferred tax asset. Based upon a revised interpretation of the way to recognize this asset the Company has decided to recognize $1.3 million in the quarter. The difference equated to approximately $0.02 per share.

Neil Cole, Chairman and CEO of Iconix commented, “These are our first year over year comparable results as a brand management company and they begin to indicate the strength of our growth strategy and the scalability of this business model. Our performance in the quarter was nicely balanced between continued expansion of our brands, Candie’s, Bongo and Badgley Mischka, and a significant contribution from newly acquired brands Joe Boxer and Rampage. We are pleased about closing on our sixth brand, Mudd, and believe that it will be a very strong contributor to our earnings for many years to come.”

Cole also commented “As announced in a separate release this morning we have entered into an agreement with Cherokee Inc. to buy out their 15% finder’s fee in the Mossimo agreement. This transaction will further increase the profitability of the Mossimo brand and allow us to move toward our goal of closing on our acquisition of Mossimo Inc. in July of this year.”

2006 Guidance:

The Company is reaffirming its previously stated full year 2006 guidance of $0.75 to $0.80 per fully diluted share.

Iconix Brand Group Inc. (Nasdaq: ICON - News) owns, licenses and markets a growing portfolio of consumer brands including CANDIE’S ®, BONGO ®, BADGLEY MISCHKA ®, JOE BOXER ® RAMPAGE ® and MUDD ®. The company’s brands touch every major segment of retail distribution from the luxury market to the mass market. Iconix, through its in-house advertising agency, advertises and markets its brands to continually drive greater consumer awareness and loyalty and licenses its brands to a network of leading retailers and manufacturers.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this press release are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of the Company, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, uncertainty regarding the results of the Company’s acquisition of additional licenses, continued market acceptance of current products and the ability to successfully develop and market new products particularly in light of rapidly changing fashion trends, the impact of supply and manufacturing constraints or difficulties relating to the Company’s licensees’ dependence on foreign manufacturers and suppliers, uncertainties relating to customer plans and commitments, the ability of licensees to successfully market and sell branded products, competition, uncertainties relating to economic conditions in the markets in which the Company operates, the ability to hire and retain key personnel, the ability to obtain capital if required, the risks of litigation and regulatory proceedings, the risks of uncertainty of trademark protection, the uncertainty of marketing and licensing acquired trademarks and other risks detailed in the Company’s SEC filings. The words “believe”, “anticipate,” “expect”, “confident”, “project”, provide “guidance” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made.

Contact:	Warren Clamen
	Chief Financial Officer
	Iconix Brand Group
	212.730.0030
	Joseph Teklits
	Integrated Corporate Relations
	203.682.8200

Iconix Brand Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Income - Unaudited
(in thousands, except earnings per share data)

	Three Months Ended March 31,
	2006			2005
Licensing and commission revenue	$	13,269		$	4,300
Selling, general and administrative expenses		4,815			2,679
Special charges		556			379
Operating income		7,898			1,242
Net Interest expense		1,813			445
Income before income taxes		6,085			797
Provision (benefit) for income taxes		(1,272	)		10
Net income	$	7,357		$	787
Earnings per share:
Basic	$	0.21		$	0.03
Diluted	$	0.18		$	0.03
Weighted average number of common shares outstanding:
Basic		35,719			28,429
Diluted		41,169			29,982

Selected Balance Sheet Data:		3/31/2006		12/31/2005
Total Assets	$	219,467	$	217,244
Total Liabilities	$	110,877	$	116,348
Stockholders’ Equity	$	108,590	$	100,896