TTAB
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`tt.
`
`Opposition Nos. 91175375
`91175618
`91175633
`91175747
`
`AFFIDAVIT OF CYNTHIA STEFFE
`IN OPPOSITION TO
`APPLICANT'S MOTION FOR
`SUMMARY JUDGMENT
`
`CYNTHIA STEFFE,
`
`Opposer, (cid:9)
`
`V. (cid:9)
`
`BERNARD CHAUS, INC.
`
`Applicant.
`
`STATE OF NEW YORK
`
`COUNTY OF NEW YORK
`
`) ss.:
`
`CYNTHIA STEFFE, having been duly sworn, deposes and states under penalty of perjury:
`
`1, I am the Opposer in the above-captioned case. I make this Affidavit in Opposition to
`Applicant's Motion for Summary Judgment based upon my personal knowledge,
`including my familiarity with the Exhibits annexed hereto.
`
`I am a fashion designer, having been in the fashion industry since 1981. I made a name for
`myself in the fashion industry more than 20 years before I worked for Chaus, and my
`name remains prominent within the world of fashion.
`
`1. I graduated from the internationally renowned Parsons School of Design ("Parsons") in
`1981. That year, I was awarded Parsons' "Student Designer of the Year," and won the
`Donna Karan l "Gold Thimble" award. I was hired by Donna Karan while still in school
`and worked for her as one of only two or three designers working on her collection for
`two years following my graduation from Parsons.
`
`A world renowned fashion designer (cid:9)
`
`1
`
`III 111111111 11111 11111111111111111111 111111111 iii
`02-144012
`
`TMTc, 'TM V, (cid:9)
`
`1:rni (cid:9)
`
`±7--1
`
`(cid:9)
`

`
`EXCHANGE A-OREM:Mt
`
`This MCC-HAMM AGREEMENT, dated as .ofSanuary 2, 2004 (tills "Agreement"), is
`catered into by and among CYNTHIA STEMS .ACQUISITION, LIC(the ‘48a."), aNcow
`York liraited liability company and a wholly-owned subsidiary of Bernard Chips, inc.
`cChatie% oyithia Ste& ( "St±ffg,") and Richard Roberts ('Roberts") (Buyer,;pteffe and
`Roberts are each hereinafter itulividtlAlly referred to as a `Party" and collectively as the
`'Parties")..
`
`WITNESSETH:
`
`1,VHEREAS, simultaneously with the execution of this Agreement, the iuyer is entering
`into an asset purchase agreeinent (the "Asset Pircohm Ageement” capita& terms usedand
`not &Caned herein shall have the meaning set forth in the Asset Purchase t) t1i 2.
`Brands 'Marketing (the "Co ••pancv") pursuant to which the Buyer ia purchasing Lain assets of
`the Companyused in the busLuess of deszgrung, arranging for the manufacture xketing and.
`selling of a women's clothing apparel line, under- the Cynthia Steffe Marks (thel"Business");
`
`WEOMEAS, Steffe and the Company are partieS to that certain 1icensiu agent,
`dated as of May 9, 2000, pursuant to which Steffe has licensed the use of the Ctnthia Steffe
`e Xdicensing Aptemnenf), and such agreeine4 is to be
`Marlcs to the Company (tlie " (cid:9)
`terminated simultaneously with the consummation of the Buyer's purchase of aOsets pursuant to
`the Asset Purchase Agreement (the "Asset Purchase);
`WHEREAS,_Steffe has issued a promissory note in favor of the Campaay im the on
`if-dr:4.14 axaoaat of $1,000,000 (the " ieff
`a_ANgte"), and the Company is 1ransf4ring all of its
`ght, title and interest in and to such promissory note to the Buyer pursuant to the Asset
`Purchase Agreement;
`
`Ste,ffe
`'I WI-r6REAS, simultaneously with the consummation of the Asset Purc (cid:9)
`Chaus are entering into an elzployment a.greement plum= to which Steffe sb4l serve as t4e
`.),Cliaitperson and Chief Designer of the Cynthia Steffe Divisidn of Chaus (the "Employment
`eerneiat"); 711115
`WHEREAS, immediately following the Asset Purchase, the Patties d e to effect in
`change pursuant to which Stare will exchange all &her right, title and tu tin and to he
`tellectual Property set forth on )3,xhibit A, and all other Intellectual Property uked in the
`asiness in whicb. she has any interest (collectively, the " tIsffe hitellegual), in return
`r the foigiveness of all amounts owing under the Steffe Note. (cid:9)
`1
`1
`. NOW, TIMEFORE, in consideration of the premises and the mutual afeements set
`herein, and for other good and valuable consideration, the receipi and adequacy of which
`6 hereby acknowledged, and intending to be legally bound hereby, the Prtieshercto agree as
`Haws:
`
`

`
`.A.RILICLE L
`=GUNGE
`
`1.
`
`Section 1.1. Transfer of SteWe lute11aEmutit&Cag iracilde cis
`tual (cid:9)
`Stet& ot..
`Upon the terms and subject to the r,ontlitions of this Agreement, at the Clo (cid:9)
`(a) Steffe
`selling, transferring, conveying, assigoiog and delivering ace, and clear of En bratices
`. Buyer, and Buyer is purchasing, acquiring and accept* from Seller, all of th Seller's )dgIrt,
`title and interest in and to the Steffe Intellectual Property; and (b) the Buyer is (cid:9)
`ling all
`obligations due and owing under the Steffe Note.
`.
`
`-
`.
`igilaia. The closing of the exchange prciI
`Section 1.2. ao
`vided for in this
`. Azreemtrat (herein called the "Closing") is beiugleld at the offices of Swidler Bean Sheteff
`Friedman,ILP, 405 Lexington Avenue, 12 th Floor, New York, New York 10174 on the date
`hereof (such date and 'time being referred to herein a.s the iv ......1ELs - (cid:9)
`brdet- el diately .
` ..
`following the consummation of the Asset Purchase.
`I
`
`ARTICLE IL
`REPRESENTATTONS AND wARRANTras OF STEPPE AlsiD Iji0IIERTS
`;I
`efit the Buyer, (cid:9) as of
`
`Steffe and Roberts hereby represent and warrant to and for the ben (cid:9)
`the date hereof, as follows:
`
`Section 2.1. Authority ijding Obliation. Steffe and Roberts eachave the reiuisite
`authority -and power to enter into, execute and deliver this Agreement and to pe:tfomi her
`obligations heseimder. This Agreement has been duly executed and delivered *Steffe an.el
`Roberts and constitute a valid and binding obligation of each of theirt enforc.eatle in accordance
`With its tams.
`
`Section 2.2. No Conflict: Rac 1 Copsents. The execution, deiireran4
`performance by Steffe aud Roberts of this Agreement, the fulfillment of and (cid:9)
`liante with the
`tenns and provisions hereof and the consumnaa.tion by each of them of the transactions
`contemplated hereby, do not and -will not (with or without notice or lapse of 16*, or both)
`coefjict with or result in any violation by either of them under any. provisions oor result in
`nceleration, termination., cancellation or modification of or constitute a defauli under: (i) any
`Rote, bond, mortgage, indenture, deed of trust, license, franchise, pennit, conte*on, contract,
`tease, agreement, or other instrument, obligation or agreement of any kin" .d rela 4 to which
`either of them is a party, or by wbich any of their assets may be bound or affected; or (ii) any
`Requirenients of Law. Such execution., delivery or petformanee.do. not and wi . not result (cid:9)
`in th e
`
`%teation or imposition of any Encumbrance of any nature WbatSQever upon the teffe Intellectual
`.1%operty or require any filing with, or permit, authorization, =went or approvall o t a
`.
`:kevernmental Entity or other Person. (cid:9)
`- (cid:9)
`1
`Section 2,3. (cid:9)
`tellectual Pro e . Steffe has good, valid and rdarketable title to '
`te .
`p of the Steffe Intellectual Property. Neither Steff nor o (cid:9)
`r Roberts n- caused an Halo charge or
`li
`p.er encumbrance to be made on or against the Steffe Intellectual Property. ToI the knowledge
`'Steffe and Roberts, no third party has caused any lien, charge or other enctimbrmice to be
`on or against the Stefte Intellectual Property, other than any liens, charges.or
`
`-
`
`. (cid:9)
`
`

`
`tJ
`
`encumbrances in favor of (.4.1.. The Steffe License Agreement (cid:9)
`been t is ! s ated as oft.tb.,e datt.
`hereof, and no furtlier obligations are. due and owing thereunder. To the kno ledge of Steffe
`- Roberts, Steffe's rights in all of the Steffe Intellectual Property are valid and (cid:9)
`are no
`restrictims on the direct or indirect transfer of any Contract, or any interest Is
`- éin.z held by
`stare in respect of the Steffe Intellectual Property. To the knowtedge of Ste ; and Robeeak,
`there are no claims or demands of any other Person pertainm— g. to any of the Sfeffe Intelleetual
`Property and no proceedings have been instituted, or are pending or threaterteP, which challenge
`her debts in respect thereof. ,Steffe has not actid in any
`(cid:9) that her actT would invalidate,
`eliminate, or otherwise render iminforceable any of the Steffe Intellectual Priiperty. None of the
`Steffe Intellectual Property has been or will be charged with Encumbrances fa . Steffe. In
`relation to restered rights, all &nestle and foreign registrations fanning patt of the Stet&
`Intellectual Property have, to Steffe's knowledge, been maintained and all ren;ewal fees have
`bean paid on time. Steffe hs notrweived ii adverse cipinion(wwther fron fie registry
`concerned or its advisor) or notice ,ofopposition in. relation to any ach appkinon. Steffe has
`LID know/edge of any infringement by others of any of the Steffe intellectual 1 :1Toperty rights.
`. Section 2.4. Raker Fees. No broker or finder is entitled to any brarrage fees,
`oommission or finders' fee in connection with the transactions contemplated bk this Agreement
`or any other agreement contemplated hereby pursuant to any arrangement wit. Steffe.
`ARTICLE 111.
`1
`REPRESENTATIONS MID WARRANTIRS OF }MYER.
`Buyer hereby represents and warrants to and for the benet, of the Sell as of the date
`1
`hereof, as follovis: (cid:9)
`Section 3.1, _Qr_gane ys,E. Buyer is duly organized, vaAdly existirg and
`'„, in good standing under the laws of the State of New York.
`
`• I
`
`•
`
`- (cid:9)
`
`Section 3.2.
`power to enter into, execute and deliver this Agreement and, to perfonn its obligations here/Order.
`een (tidy
`The execution, delivery and performance by the Buyer of This Agreement hav
`ithorized by all necessary action of the Buyer. This Agreement has been du1qec.ecuted and
`fi:i.lelivered by the Buyer and constitutes a valid and binding obligation ofthe Bu, er, enforceable
`in accordance with their terms
`i
`re4nsents. The execution, deliver i and
`Section* 3.3. No 6,...____g_olict., R
`
`- (cid:9)
`erfonnance by Buyer of this Agreement, the UMW:tent of and compliance with the terms Irtd
`:Provisions hereof and the consummation by the Buyeiof the transactions conteiliplated herby,
`do nsk and will not (with or without notice or lapse oftltne, or both) cortlict 40i result in any
`•olation by the Buyer, under any provisions of or result in acceleration, terminatien.,
`, cellaticm or modification of, or constitute a. default under: (1). the certificate 0 formatiors, -
`are
`erating .greernent, or similar governing documents of the Buyer; (ii) any notet bond, mortgage,
`• enure, deed of trust, license, franchise, permit, concession, contract, lease,
` emeate or
`'Other instnurient, obligation or agreement of any kind to which the Buyer is a paity or by which
`uYer, or any of its assets, may be bound or affected; or (iii) any Re,quirernents 1)f Law. Such
`ecation, delivery or performance do not and will not require any filing with, orpermit,
`
`

`
`anthoriz. atiore 'consent or approval of a Governmental
`that lasf,'.e been obtairwl as of the date hereof.
`- (cid:9)
`Section 34. Arsi_cer/sa. No broker or finder is entitled to any brokerage fees s
`. commission or finders' .ke in connection with the Iransections contemplated by tbis Agreement
`or any other agreement conten1atci hereby pursuant to any arrangement N4 the Buyer.
`
`*.1
`other Person!, ,other than time
`
`ARTICLE IV.
`RIGHTS AND OBLIGATIONS suusEQuasa TO clici$iNG
`section 4.1.
`rurther Assurances. Each Party shall, from time to tinlb on being
`rea.somibly required to do so By the other Party, now or at any time in the (cid:9)
`do or procure
`the doing of all such acts anclior execute or procure the execution. of all such (cid:9)
`en ts in a fomi
`=asonably satisfactory4o the other Party.as the aux Pattyvtay reasonably (cid:9)
`idea- necessary
`for giving full effect to this Agiement and securing to the other Party the Th1ifbeiet of the
`rights, powers and remedies conferred upon the other Party in this Agreement.
`
`-
`
`jas
`
`Section 4.2. Licensing Revenue. During the period (the
`_IFferiod") counnencing edam date hereof and ending upon the tertrioatien of effe's
`employment with Chaus (or, if Steffe's employment with Chausis terminiteetjay Chaos without
`Cause (as defined in the (cid:9)
`A em t during the period • (cid:9)
`- •. 'mg on the date
`1 (cid:9)
`hereof and male on the three year anniversary of such. tennination or none :f; ewal)„ Ste & shall
`be entitled to receive payments (the Sice_plinglitmaharel?ayeuents") bard upon the
`revenue, if any, generated by the Buyer from the license of the Stele Ixitelledtrl Property to
`Persons that are not Affiliates &Chaps:net of any costs and expezrmes associated with. such
`licensixts- (“Dicensing Revenue"). Such Licensing Revenue Share Payments *Ube oval to
`twenty-five percent (25%) of licensing Revenue, with all Licensing Revenuei Mare Payments -
`for a calendar year due within one hundred and twenty (12(J) days of the end Asada calendar
`the Licensing Revenue Share Period, Steffe or Roberts1zafl. directly
`yeat, It at an time d (cid:9)
`or indirectly, whether as principal (including self- :employed), manager, agent, employee,
`consultant, investor, advisor or representative, they will not partat
`anyi_Iplson to
`'participate in any; business that competes with any licensor of the Stare Intellectual Property (o
`arty Person that eyes engaged in discussions with the Company =grating a TicAge of the Steffe
`Intellectual Property as of the termination of Steff`e's employment with Cluing the Convitny
`shall have no iiifterob1itiónto make Liceming Revenue Share Payments.
`
`Section 43. Post-Tmination Royalties La the event that Steffes (cid:9)
`loyment with
`Chaus is terminated by Ch,aus without Cause, Sea* shall be entitled to receive:, ayments
`meuts") based upon. Maus' net sales,jeg.wparel_(net of all returcik allowantes,
`(oyalty
`;Fustortler offsets wad deductions), incoxporathrg the Steffe Tui-ellectual Pmerty,lbut excluding
`.1:13 Licensing Reveiree Met Sales"), during the three year period commencini upon the
`:leemination of her employment with Chaus. Such Royalty Payments shall be eclual to one
`Pircfeat (1%) of Net Sales and shall be due and payable at the same time as tbe4t1icensing
`'',.-evenue Share Payments.
`
`(cid:9)
`

`
`• ARTICLE V.
`MISCELLANEOUS (cid:9)
`
`•
`
`•;
`1.1
`
`,1
`
`Section 5.1. Fees_and. Expenses. Each ?arty will bear its own ,dire4 eveases inclined
`in connection with the negotiation and preparation of this :Agreement and thel .r.onstmsrnatkon axe
`performance of the transactions contemplatedby herein and therein.
`
`Section 5.2. Notices. AU notices and other commenications hereunder shall bela
`writing and shall be deemed to have been given if de 'livered personalty or semi by facsiMile
`transmission, overnight courier, or certi fied , registered OT express mail, posta4e prepaid. Any
`such notice &leg be deemed given when so delivered personally or sent by fä 1siuiilc.
`transmission (provided that a confirmation copy is sent by overnight courier), 1)one day after
`deposit with an. °vend& courier, or if mailed, Ave days after the date of deposit in the United
`States mails, as follows:
`cio Bernard Chairs, Inc.
`530 741 AN:C=6
`New York, New York 10018
`Attention: Nicholac DiPaolo
`Facsimile: (212) 863-6307
`
`To Buyer:
`
`With a copy-to:
`
`Swidler Berlin ShereffFrieftan, LLP
`The Chrysler Building
`405 Lexington. Avenue.
`New York, New York 10174
`Attention: Richard A. Goldberg, Esq.
`Facsimile: (212) 891-9598
`„. ro Ste e or Roberts: 210 West 101 Street
`New York, New York 10025
`
`WI
`
`a copy to: (cid:9)
`
`Pavia & Ha-court LIP
`600 Madison Avemie
`New York, New York 10022
`Attention: Ralph J. Galasso, Esq.
`Facsinae: (212) 980-3185
`
`Any notice given hereunder maybe given on behalf of any Party by his:totnisel or (Aller
`orizid representatives The address of any Party may be changed on notice to the other
`arty (hay- served in accordance with the foregoing provisions.
`Section 53. Governing: (cid:9) Law. This Agreement shall be construed in abcordance
`arid governed by, the laws of the State of New York as applied to contracts made amci to be
`formed entirely in the State of New York without regard to prbiciples of =Olds of law.
`
`

`
`Section 5.4. Emile; Process. Eachoftheparties hereto hezeby (cid:9)
`ly andi
`. unconditionally submits to the exclusive jieri.sdic. tion of any court of the State • fNew•York or
`any federal court sitting in the City of New York for purposes of any suit, act. or other
`• • (cid:9)
`•
`a • (cid:9)
`proceeding =slug out
`this Agreement (and agrees not to CaralleAC e may a , coa, suit or
`proc,eedings nelatiug hereto except in such courts). Each of the parties hereto agrees that Service
`of anyprocess, summons, notice or document by U.S. registered mail at its aegtress set forth
`herein shall be effective service of process far any action, suit or prOceeding liOught against
`any such court. Bach of the parties hereto hereby irrevocably and unconditio4ely waives an
`.
`
`objection to the laying ofve (cid:9)
`ion, suit seue of any action,
`
`(cid:9) or proceeding arising out of thie Agreement,
`which is brought by or against it, in the worts of the State of New York or at* federal court
`sitting in the State of New York and hereby further ixrevoeably and unconcliticrilan, y waives and
`.agrees not to plead or claim in any such court that any such action, suit or proceeding brought in
`any such court has been brought in an incenvenient forum.
`Section 5.5. Entire Agreement, This Agreem -
`including the Exhibits hereto, is
`intended to embody the complete, final and =elastic (cid:9)
`ft cut among the Patties with respect
`to the exchange of the Steffe Intellectual Property for the forgiveness of the St&e Note and the
`related transactions and are intended to supersede all previous negotiations, conimitments and
`writings agreements and =Presentations, written or oral, with respect thereto and may not be
`contracted by evidence of any such prior or contemporaneous agreement, urelerstanding or
`representations, whether written of oral. "
`Section. 5.6. Assienabilitie Hindinaffect This Agreement may not 14e assigried by
`- (cid:9)
`. S-teffe without the Prior written consent of Bayer. Buyer may, in its discretion, (cid:9)
`r and
`assign this Agreement to an Affiliate or to a successor Of Buyer by merger or sae of assets. This
`Agreement and the rights, covenants, conditions and obligations of the =speed, parties hereto
`and any instrument or agreement executed pursuant hereto shall be binding upogi and enforceable
`le'er,- and, shell inure to the beret ot the Parties hereto and their respective hens, successors and
`pennitted assigns and legal representatives.
`Section 5.7,, geemion in Couxiterpat For the convenience of the Patties and to
`t, facilitate executor), this Agreement may be executed in two (2) or more counterparts, each of
`‘'Which shall be deemed an original, but all of which shall constitute one and the same docimieet
`In making proof of this Agreement it shall not be necessary to produce or aceouiet for more than
`one counterpart evidencing execution by each 'party hereto. Delivery of a Eansirreile version of
`one or more signatuxes to this Agreement shall be deemed adequate delivery for urposes of tbis
`....Agreement,.
`Cie
`Section 5.8. Amendments. This Agreement may not be amended or eueildified, nor may
`:oempliaece with any condition or covenant set forth herein be waived, except by a. writing duly
`and validly executed by' each Party hereto, or in the case of a waiver, the Party e4ving
`Pompliarice; provided, however that no such waiver shall operate as a waiver of, or estoppel with
`'jrespect to, any subsequent or other failure. Wikwever this Agreement requires orpermits a
`. ,c'aie.eer or consent by or on behalf of any Party hereto, such waiver or consent shall be given in
`writing,
`
`

`
`:t =gm
`.1e=geLtitp.4.7.,orttirtue in Full Force. (cid:9)
`Section 5.9. (cid:9)
`.A, (cid:9)
`t 414 i 1, nsofar as it
`remains to be performed, continue in full *ace arid effect noWitbstandingtlosing.
`Section 5.10. Severability la the event that any one or more of ti.ie provisio* contained
`in this Agreement, or the aolicidion thereof in any cimunstartoes, is held:invalid, illegal or
`Imenforceoble in any respect for aty rea,son, the validity, legality and:enfoi.r.eability of any such
`provisicrn in every other respect and of the remaining provisions containedlin this .4reement
`shall not be in any way impaired thereby, it being Intended that all of the rights and privileges of
`the Parties hereto shall be enforceable to the fullest extent permitted by la,*.
`it
`Section 5.114 Section 'Headings. The Section headings of this Aglement are for
`converdence of reference only and shall not be deemed to alter or affect any provision hereof.
`
`Section 5.12. Gender and "'tenure. 'Mere the contekt or co (cid:9)
`on. requitte4 all words
`applied in the Plural shall be deemed to have been used in the singular ., and vice versa;; øi
`masculine shall include the feminine and neuter, and vice versa; and the present tense shall
`include the past and future tense and vice versa.
`
`Section 5.13. Third-PartilighLs. Nothing in this Agreement, wh;ther express or
`implied, is intended to confer rights or remedies limier or by reason of thisikkgreement bn any
`Persons other than the parties to it, nor is anything in this A 6egeement intended, to relieve or
`discharge the obligation or liability ef any third Persons to any party to thitAv (cid:9)
`eement, nor sti
`ll
`any previsions give any third Persons any right of submgations over or acti n against any party
`to this Agreement (cid:9)
`'
`$ection. 5.14. Con...cetructim. The language in all arts of this (cid:9)
`ectt shallm all
`cases be construed simply, acatrately to its fair meardre and not strictly fd our apiirLit any of
`the parties hereto, without limitatioa, there shall be no presumption agaiest y party on the
`ground that such party was responsible for drafting this Agreement or any art thereof; and any
`..,rule of law, or any Jogai decision -that would require interpretation of any o1riiecI ambiguities in
`this Agreement against the party that drafted it has no application and is expressly waived.
`
`
`
`(cid:9)
`

`
`PlAY-03-20£30 16:14 (cid:9)
`Cowan, Liebowitz & Latmn s PC
`Client CYNTHIA STEM INC.
`Worldwide Trademark Registration Program u of May 3, 2000
`
`LESSER P. I-PRR MON
`
`212 398 9708 P. 16,30
`
`COUNTRY
`China (PrapIet
`Republic Of)
`
`two( (cid:9)
`craniut CYNTHIA, STEPPE
`
`AIPPLN. NO, (cid:9)
`910011627 (cid:9)
`
`AP P, DATE REG- NO. (cid:9)
`10/15/95
`
`REG. DATE Frxrus
`PILED
`
`2$: WOMEN'S WEAJUNG APPAREL NAMELY. BLOUSES. SHID.TS.SKIRTS, PANIS. SWEATERS, CARDIGANS. BLAZERS. IACKETE,COA.TS, SUITES,
`RODYSCJITES, DRESSES, 'NIGHTWEAR, LINGERIBEATRING SUITE, SCARVES, SHAWLS. GLOVES, BELTS; HBADWEAR,HAMELY, HATS, CAPS AND
`BERETS; FOOTWEAR, NAMELY, SHOBSonkings, roc* BOOTS, SANDALS, THONGS, AND ESPAI3HILLES
`
`0111;* Topes
`11*r:bile 01)
`
`CYNTHIA. CY1C1111A (cid:9)
`CEARA
`I .
`
`trrd (CHINESE
`
`(FORTHCOMING 1012219S
`
`FEED
`
`25: WOMEN'S WRA,RING APPAREL, )AMELY, BLOUSES, SHIRTS,Smrs. RAM sw'EATERS, OilatmeA.NS, BLAZERS, JACKETS,COATS, SUITES,
`nonysurrEs, DRESSES, mcirrwrAx LINGERISMATIIING SUITS, SCARVES, SHAWLS, GLOWS, BELTS, HRAI3WEARXMat-Y, HMS, CAPS AND
`BERMS; toorwea. NAMELY, SHOES,BOOTS, SANDALS. THONGS, AND EsrAmut.r.ss
`(FORTHCOMING I 0/15191
`CYNTHIA STEPPE
`CItIra (RopIeS
`RsplIbIte
`
`FEED
`
`21: WOMEN'S WEARING APPAREL, NAM33LY„ BLOUSES. SHIRTS,STORTS, ?AIM. SWEATERS. CARDIGANS, TRAMS, JACKETS,COATS, sutras,
`nanysurres, DRESSES, NIGHTWEAR, UNGERIELBATUTNO SUITS, SCARVES, SHAWLS, GLOVES, BELTS: HEADWEARNAMELY, HATS. CAPS A.ND
`BERETS; FOOTWEAR. NAMELY. SHOES,BOOTS, SANDALS, THONOS„ AND espArmaiss
`9100111994 (cid:9)
`Clans CtlimpIer
`Pt-put:Mc OC)
`
`10112/98
`
`It.kkb
`
`25: WOMEN'S WEARING APPAREL, NAMELY, BLOUSES, SIORTS,SHIRTS, PANTS, SWEATERS, CARIXGAN.S. BLAZERS. JACKETS,OOATS, SUITES,
`BODYSUITES. DRESSES. NIGHTWEAR, LINGEMEATIIING SUITS, SCARVES. SHAWLS. GLOVES. BELTS; imiLowEAR)amriv, RATS. CAPS AND
`ERETS; FOOTWEAR. NAMELY, SHOESS DOTS. SANDALS, THONGS, AND ESPADRILLES
`
`r
`
`CYNTHIA CYNTHIA. FM-I
`arARAarpss)
`
`(CHINESE (cid:9)
`
`98114105
`
`10a2/9/
`
`FILED
`
`ZS: ;AKIVEN'S WEARING APPAREL. NAMELY, BLOUSES, sHERTS, SHIRTS, PAM, SWEA1
`(cid:9) rad, CARDIGANS, BLAZER-7, JACKETS, COATS, SUITES,
`OD/SUITES, DRESSES, NIG/Mr./EAR, LINGERIE, BATEum SUITE. scitavEs. SHAWLS, GLOVES, BELTS; IIIIADWEAR. NAMELY, HATS, CAPS AND
`BMWS, FOOTWEAR, NtiMELY,SHOES,BOOTS, SANDALS, THONGS. AND ESP/WHALES
`Eta be Kir
`
`25; WOMEN'S NVEARIM APPAREL, NAMELY, BLOUSES, SHIRTS, SKIRTS, PANTS, SWEATFRS, CARDIGANS, BLAME, JACKETS, COATS, surrss,
`sonysuires, pitsssssxcirruse,uNarittS, BATHING SUITS. scans, SHAWLS, GLOVES, 'BELTS; HBADWEAR. NAMELY, HATS, CAPS AND
`BERETS: FOOTWF.A.R. NAMELY. SHOES, BOOTS, SANDALS, THONGS, AND &WORRIES
`1141,4 Kane (cid:9)
`CYNTHIA STIIRFE
`95113 S (cid:9)
`9/30/95
`
`FILM
`
`25;. WOMEN'S WEARING APPAREL, 'HANDILY, BLOUSES, SHIRTS. SKIRTS, runs, SWEATERS, CARDIGANS, BLAZERS, JACKETS, COATS, SUITES,
`SODYSUITES, DRESSES, MoITTWEAR, LINOBIUR BATHING SUITS, SCARVES, SHAWLS. CLOVES, BELTS; HEA.DWEAR, NAMELY, HATS- CAPS AND
`BERETS; FOOTWEAR. KOMI/. SHOES. BOOTS* SANDALS, THINGS, ATM ESPADRILLES
`CYNTHIA eti•
`
`4/19/19 (cid:9)
`
`217160 (cid:9)
`
`1111/92
`
`1-4 3P3 (cid:9)
`
`CLOTHING IN LOCAL CLASS Li
`
`z y 1_
`
`-II.)
`
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`

`
`1AY-03-2030 16 : 15
`Cowans Liebowitz & Littman, P.0
`Client CYNTT:11A. STEPPE INC
`Worldwide Trademark Registration Program u of May 3, 2000
`
`LESSER & HARR SON
`
`212 39e WOG P. 17/30
`ricgc:
`
`COUNTRY
`liput
`
`MARX
`& IX
`
`1c RITA
`
`minx NO.
`74403P
`
`APP. BATH REG. NO.
`VIVO (cid:9)
`211114
`
`P.T.G. DATE &TA.=
`4125171 (cid:9)
`REGISTERED
`
`..... (cid:9)
`
`..................... (cid:9)
`
`...... (cid:9)
`
`..... . fn •••n • . ... 41. ......... ••n •• ...... ... ................ (cid:9)
`
`....... .................
`
`2$: IACKErs p0R. WOmEN, $KIRTS, PAWS. AND ALL OTHER VinTERN-STYLE CLOTIHNO„ COATE. SWEATERS AND THE L1ICE ELOUSESAND ALL
`mum guns, wilivramx, umlilkwEis.14, BATHING SUITS,EATIENG CAPS, IAPANESSSTYLB CLOTHING, APRONS. COLT-Aps.soacs AND
`STOCKINGS, OAITFDIS. Pt* rroms, rin4tWui seiinvES,TAP1MISSOCK3 AND DORRCOVERS, GLOVES, WIMP DIAPERS OFFABRIC,
`NECKTIES, NECKERCHIEVES. MUPPLEIL S i, EARMUFFS, HOODS,Y.at.PANCSE SEDGE HATS, NIGHT CAM HEDALTS, RATS AND CAPS,GARTERE,
`STOCKING SUSP/DIDERS, SUSPENDERS, WAISTBANDS. oeurs,stioEs AND BOOTS, Of-KCLUDINO SHOE DOWELS, &HOB NOB, SHOMANDLES,
`itOBNAILs, AND :unarm= TO ?REMIT SHOE SOLEWEAR.), SHOE tiovirr.s, SHOE PEGS, SHOE HA/MK HOBNAILS. mum:cunt
`PREVENT SHOE SOLE WEAR. 20A4:a CLOGS ANDSANDALS, SP V,'; SAL SPORTINr.rOYMNASTIC WAR. SPBCIAL SintaTTN=YIKKASTIC
`t POOTWEA (EXCLOTHNO EQUESTRIAN BOOTS), ANDTEKT rera OD2EQUESTRI/tIi BOCCIE
`1700113‘ (cid:9)
`LWLIfl
`CYNTHIA CYMRU. STEPPE
`
`MUM
`
`Tab:van
`•
`
`25: women virsAmo Ampsz„, NAMELY, BLOUSES, SKIPms,EKER11, PAM'S, SWEATERS. CARDIGANS, BLAZERS, Mc:EMMA:OATS, sums,
`BODYStirCES, DIESSES,NIGHTIMR, UMBRIEMATIMIO SUM, SCAKVES, SitAWLS, GLOVES, BELTS; HEAD WEAR,NAMELY, HATS, CAPS AND
`BERETS; FOOTVJEAR, NAMELY, SHOPS,BOOTS, SANDALS, THONGS , AND EV ADIVI-LES
`STOSQ3114 (cid:9)
`CYNTHIA CYNTHIA STEPPE (CHINESE (cid:9)
`CHARACTERS)
`
`10121/9
`
`25: womews WEARING APPAREL. wormy, BLOUSES, 811IETS,SKERTS, PARTS, SWEATERS, CARDIGANS, BLAZERS. SACKF,TS,COATS. SUITES,
`acwsurrEs. DRESSES, NIGETWEAP, LINGERE13,11AIBING SUITS,SCARVES. SHAWLS, GLOVES, BELTS; HBADWEARNAMELY, RATS. CAPS AND
`BERETS: FOOTWEAR. itAmELY. SHOES.BOOTS. SANDALS, THONGS. AND ESPADRILLES
`
`Tawas'
`
`CYNTHIA MITE
`
`17048835
`
`WINE
`
`1St WOMEN'S WEARING APPAREL, NAMELY, BLOUSES. MAMA:CR,1$, PANTS, SWEATERS. CARDIGANS. WERE. 2ACKETS.COATS. SUITES,
`BODYSUTIES, DRESSES, HKAIINVEAR. 1.121GERIHBATHING suns. scAms. SHAWLS. CrLOVES, BEIM. HEADWEARNAMELY HATS CAPS AND
`a
`a (cid:9)
`°EMI; Rxrnum,NAMVX, SHOES,1300IS, SAIMALS, THONGS. AND estuottmus
`CYNTHIA CTSTETLA St xrrti
`United Bleu
`7$12.34101
`
`113U97
`
`2224493
`
`2/16/0 (cid:9)
`
`REGISTERED
`
`1St' WOMEN'S WEARINO APPAREL, NAMMY,
`
`MCI:M1$.81MS AND PANTS
`
`Uriltecl States (cid:9)
`
`CYNTHIA STEM
`
`131795157
`
`Zsu7 (cid:9)
`
`121519 (cid:9)
`
`Rcücrd
`
`V./014ENS
`
`APP ?AEU NAMELY. ELOUSZ AND SACKETS
`
`thrtud Valet (cid:9)
`
`FRANCESS &RITA
`
`7
`
`2/12/92 (cid:9)
`
`1723570 (cid:9)
`
`10f0/92 Retislerod
`
`APPAREL P0g. WOMEN. twat-Y. JACKETS, SKIRTS. BLOUSES A. PANTS
`
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`(cid:9)
`

`
`Declaration Signature
`If the applicant is seeking registration under Section 1(b) and/or Section 44 of the Trademark Act, the
`applicant had a bona fide intention to use or use through the applicants related company or licensee the
`mark in commerce on or in connection with the identified goods and/or services as of the filing date of
`the application. 37 CFR Secs. 2.34(a)(2)(i); 234 (a)(3)(i); and 2.34(a)(4)(ii). lithe applicant is seeking
`registration under Section 1(a) of the Trademark Act, the mark was in use in commerce on or in
`connection with the goods or services listed in the application as of the application filing date. 37 C.F.R.
`Secs. 2.34(a)(1)(i). The undersigned, being hereby warned that willful false statements and the like so
`made are punishable by ffne or imprisonment, or both, under 18 U.S.C. §1001, and that such willful
`false statements may jeopardize the validity of the application or any resulting registration, declares that
`he/she is properly authorized to execute this application on behalf of the applicant; he/she believes the
`applicant to be the owner of the trademark/service mark sought to be registered, or, if the application is
`being filed under 15 U.S.C. §1051(b), he/she believes applicant to be entitled to use such mark in
`commerce; to the best of his/her knowledge and belief no other person, firm, corporation, or association
`has the right to use the mark in commerce, either in the identical form thereof or in such near
`resemblance thereto as to be likely, when used on or in connection with the goods/services of such other
`person, to cause confusion, or to cause mistake, or to deceive; that if the original application was
`submitted unsigned, that all statements in the original application and this submission made of the
`declaration signer's knowledge are true; and all statements in the original application and this
`submission made on information arid belief are believed to be true.
`
`Signature: (cid:9)
`Date: (cid:9)
`
`Signatory' Name: Bartn Heminover
`Signatory' Position: Chief Financial Officer
`
`
`
`

`
`

`
`ASSET PURCHASE AGREEMENT
`
`by and among
`
`CYNTHIA STEFFE ACQUISITION, LLC
`
`as Buyer,
`
`L.F. BRANDS MARKETING, INC
`
`as Seller,
`
`and
`
`L.F. BRANDS, INC.
`
`Dated January 2, 2004
`
`NY1-2106389v1
`
`557719v5
`
`

`
`ASSET PURCHASE AGREEMENT
`
`This ASSET PURCHASE AGREEMENT, dated as of January 2, 2004 (this
`"Agreement"), is entered into by and among CYNTHIA STEFFE ACQUISITION, LLC (the
`"Buyer"), a New York limited liability company and a wholly-owned subsidiary of Bernard
`Chaus, Inc., L.F. Brands, Inc, a Delaware corporation (the "Parent"), and L.F. Brands Marketing,
`Inc., formerly known as Leslie Fay Marketing, Inc., a Delaware corporation and a wholly-owned
`subsidiary of the Parent (the "Seller") (Buyer, the Parent and Seller are each hereinafter
`individually referred to as a "Party" and collectively as the "Parties").
`
`WITNESSETH:
`
`WHEREAS, the Seller is engaged in, among other businesses, the business of designing,
`arranging for the manufacture of, marketing and selling of a women's clothing apparel line,
`under the Cynthia Steffe Marks (as defined herein) (the "Business");
`
`WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the
`Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer, the
`Transferred Assets (as hereinafter defined) of the Seller, as more particularly described herein, in
`consideration for the payments from the Buyer as set forth herein;
`
`WHEREAS, the Buyer does not intend to assume any liabilities of the Seller of any
`nature whatsoever (other than as specifically set forth herein), whether related to the Business,
`the Transferred Assets or otherwise;
`
`WHEREAS, The CIT Group/Business Credit, Inc. ("CIT") has valid and perfected liens
`on, and security interests in, all of the assets of the Seller, including, without limitation, the
`Transferred Assets;
`
`WHEREAS, a portion of the proceeds from the sale