Iconix Brand Group and The Warnaco Group, Inc. Announce Definitive Agreement for Iconix to Purchase Ocean Pacific Brand from Warnaco

Business Wire, Oct 31, 2006

* Purchase price to be $54 million; transaction expected to close in November 2006

NEW YORK -- Iconix Brand Group Inc. (NASDAQ: ICON) ("Iconix") today announced it has entered into a definitive agreement to purchase the brand Ocean Pacific ("OP") from The Warnaco Group, Inc. (NASDAQ: WRNC) ("Warnaco") for $54 million in the aggregate.

The OP brand is a leading global action sports lifestyle brand that is over 35 years old and currently has 30 license agreements, half of which are international. Primary licensed categories include footwear, kid's apparel, eyewear, fragrance, skateboards and surfboards. As part of the transaction, Warnaco will be granted a license from Iconix to continue to manufacture and sell women's and junior swimwear.

According to Neil Cole, Chairman and CEO of Iconix, "The action sports lifestyle segment is an area that Iconix has been seeking to penetrate. OP is the original action sports lifestyle brand with tremendous authenticity, high brand awareness and applicability to a broad variety of consumer products, including apparel, accessories and sports equipment like surf, snow and skate boards. OP has a large global footprint with 15 different international licensees, and Iconix believes it can expand OP's international business further and significantly grow the brand's penetration in the U.S."

Joe Gromek, Warnaco's President and Chief Executive Officer, said, "As part of our strategy to increase shareholder value, we continually assess our portfolio of brands and licenses to ensure we focus on our strongest platforms for growth. While we have made significant progress in the restructuring of the OP business, the sale will allow us to increase our attention on our core brands and on our international opportunities, which are the key drivers of our growth strategy. Additionally, given the strength of the OP brand, we are pleased to maintain our association with the OP swimwear business."

Pursuant to the purchase agreement, Warnaco will be paid $10 million in cash at closing, which is anticipated to be in November 2006. The remainder of the purchase price will be in the form of a short term note from Iconix. The note is payable in full on or prior to December 31, 2006 through a combination of cash of not less than $17 million and shares of Iconix common stock. Iconix may at its election extend payment of the note until January 31, 2007, at which time it would have paid cash of not less than $30.5 million and the remainder in Iconix common stock.

About Iconix:

Iconix Brand Group Inc. (Nasdaq: ICON - News) owns, licenses and markets a growing portfolio of consumer brands including CANDIE'S [R], BONGO [R], BADGLEY MISCHKA [R], JOE BOXER [R] RAMPAGE [R] MUDD [R] and LONDON FOG [R]. The Company has also entered into definitive agreements to purchase the brands MOSSIMO [R] and OCEAN PACIFIC [R] which is anticipated to close this month. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and around the world. Iconix, through its in-house advertising, promotion and public relations agency, markets its brands to continually drive greater consumer awareness and equity.

Iconix Brand Group 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.