WeightWatchers 2015 Annual Report Download - page 136

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Exhibit 10.39
EXECUTION VERSION
THIS AGREEMENT SHALL ONLY CONSTITUTE A BINDING AGREEMENT WHEN
FULLY SIGNED BY ALL PARTIES AND EXCHANGED BETWEEN THEM.
STRATEGIC COLLABORATION AGREEMENT
This Strategic Collaboration Agreement (this “Agreement”) is entered into this 18th day of October, 2015, and is by and among,
on the one hand, Weight Watchers International Inc., a Virginia corporation, having an address at 675 Avenue of the Americas, 6
Floor, New York, New York 10010 (“WW”); and Oprah Winfrey, an individual having a mailing address at c/o Harpo, Inc. 1041
N
orth Formosa Avenue, West Hollywood, CA 90046 (“OW”)”. Each of WW and OW is referred to herein as a “Party” and,
collectively, as the “Parties”.
Statement
WHEREAS, WW is a worldwide business offering services and products to help individuals safely lose weight and maintain a
healthy weight;
WHEREAS, WW is the worldwide owner of the trademarks and service marks listed in Exhibit A, annexed hereto and made a
part hereof, for diet, weight loss and weight maintenance programs, products and services (the “WW Marks”);
WHEREAS, OW is an internationally well-known media proprietor, talk show host, actress, producer, and philanthropist, the
owner of the OW Image (as defined herein),
WHEREAS, Harpo, Inc., an entity wholly owned by OW, is the owner of the trademarks and service marks listed in Exhibit B,
annexed hereto and made a part hereof and OW Licensing Company, LLC, an entity wholly owned by OW, is the owner of rights of
publicity associated with OW (collectively, said trademarks, service marks and rights of publicity are collectively referred to as the
“Oprah Marks”), and OW hereunder acts on behalf of Harpo. Inc. and OW Licensing Company, LLC for all matters related to the
Oprah Marks;
WHEREAS, immediately prior hereto or simultaneously herewith, the Parties have entered into or are entering into that certain
Term Sheet for Consulting Stock Option Awards and that certain Share Purchase Agreement, among other related agreements
(collectively, the “Other Agreements”), as the case may be, all on the terms and conditions set forth in greater detail in the Other
Agreements;
WHEREAS, incident to the Other Agreements, the Parties are entering into this Agreement, pursuant to which (i) WW will
grant to OW the right to use one or more of the WW Marks, (ii) OW will grant to WW the right to use one or more of the Oprah
Marks and the OW Image, and (iii) OW will provide to WW (and its designees, including direct and indirect subsidiaries) certain
services, and the Parties will collaborate with each other; in each case, all on the terms, conditions and limitations specifically set
forth herein;
TH