COLGATE PALMOLIVE CO (Form: 10-Q, Received: 04/28/2011 15:17:38)

BUSINESS AND SHARE SALE AND PURCHASE AGREEMENT

DATED 22 MARCH 2011

BETWEEN:

UNILEVER N.V ., a company incorporated in the Netherlands whose corporate seat is in Rotterdam and whose registered office is at Weena 455, 3013 AL Rotterdam, The Netherlands and UNILEVER PLC , a company incorporated in England and Wales (registered number 41424) whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom (together, the "Unilever Parents" and each a "Unilever Parent" );

AND

Colgate-Palmolive Europe Sàrl, a company registered in Switzerland under number CH-660-0983004-4 and whose registered office is at 13-15 Cours de Rive, Geneva, 1204, Switzerland (the "Purchaser" );

AND

Colgate-Palmolive Company, a Delaware Corporation (the "Purchaser's Guarantor" ).

WHEREAS:

The Unilever Parents have agreed to sell or procure the sale of and the Purchaser has agreed to purchase or procure the purchase of and pay or procure payment for the Business Assets (as defined in this Agreement) as a going concern and the Shares (as defined in this Agreement) for the consideration and on the terms set out in this Agreement.

WHEREBY IT IS AGREED as follows:

1.	INTERPRETATION

1.1	In this Agreement and the Schedules to it, unless otherwise specified:

"Accounts"		means the Net Sales and Contribution Margin for the Sanex Perimeter, in respect of the financial periods ended on 3 July 2010, 27 June 2009 and 28 June 2008 as set out in Attachment 8 and the balance sheets of the French Company in respect of the financial periods ended on 10 June 2010, 10 June 2009 and 10 June 2008 as set out in Attachment 11;

"Accounts Date"		means 31 December 2010;

“Action”		means (i) any action, pending cause of action, claim, suit, arbitration, alternative dispute resolution proceeding, litigation or proceeding (judicial, administrative or arbitral) and (ii) any formal inquiry or investigation by a Governmental Entity;

"Agreed Form"		means, in relation to any document, such document in the form initialled for the purposes of identification only by or on behalf of the Purchaser and the Unilever Parents;

"Agreed Rate"		means the interest rate per annum for 3 month Euro interbank term deposits displayed on the Reuters " EURIBOR RATES – EURIBORO1 " screen at 4:30pm on the Business Day prior to the Completion Date;

"AIP (2011)"		means the Grade 26 and above annual incentive plan in respect of the 2011 calendar year but excluding the enhanced element of that plan referred to as the " Higher Tiered Bonus Scheme " and, for the avoidance of doubt, excluding the Sanex Incentives Scheme;

"AIP (Pre Closing Proportion)"		means a pro rata amount equal to the proportion of the AIP (2011) that relates to the period prior to Completion;

"Assumed Business Contracts"		means all the contracts, arrangements, engagements, guarantees, customer orders, co-packing contracts and other commitments relating either exclusively to the Business or relating in part to the Business (but then only to the extent that the same do so relate) to which any of the Business Sellers is (itself or through an agent) a party or the benefit of which is held on trust for or has been assigned to any of the Business Sellers as at Completion and which are current or unperformed as at Completion or in respect of which any of the Business Sellers has any liability or obligation as at Completion, but excluding in all cases the Excluded Business Contracts and any employee benefit plan or agreement;

"Assumed Business Liabilities"		has the meaning given in Clause 14.2;

“Assumed Business Marketing Contracts”		means all (i) advertising, communication, promotional or public relations agency agreements, (ii) all talent agreements including with respect to voice over, actors, models, endorsers, spokespersons and bloggers, (iii) artistic and creative agreements including with respect to music rights and image ownership, (iv) design and packaging agency agreements, (v) agreements for purchase of market share data, and (vi) contracts or agreements with external consultants regarding marketing, innovation research or communication, in each case to the extent relating to the Business and excluding any agreement which is not material (as materiality is defined in paragraph 5 of Schedule 2, provided that, for purposes of this definition the reference to €500,000 in paragraph 5 of Schedule 2 shall be replaced with €100,000) and excluding contracts or agreements for market research and new product development and testing, advertising and media tracking and social media initiatives and excluding contracts with Nielsen, Europanel and IRI;

"Assurance"		means any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity, guarantee or other assurance or commitment of any nature whatsoever;

“Bath and Shower Product Line”		means the product line described in Clause 31.5 comprising the assets listed in Part 2 of Attachment 12;

"Books and Records"		means all books and records of any Business Sellers excluding the VAT Records, containing any Information relating to the Business or on which any Information relating to the Business is recorded including, without limitation, all documents and other material (including all forms of computer or machine readable material);

"Business"		means the business of marketing, distributing and/or selling the Products carried on by the Business Sellers but excluding the Excluded Business Assets;

"Business Assets"		has the meaning given in Clause 3.1;

"Business Day"		means a day (other than a Saturday or a Sunday) on which banks are open for business in London, the United States and the Netherlands;

"Business Employees"		means all or any of the employees of the Business Sellers or other members of the Unilever Group who are listed as "Business Employees" on Attachment 4 (which Attachment 4 shall be updated and finalised no later than five Business Days prior to the Completion Date to reflect those on that list who leave employment and new hires into the Business, provided that any such update shall be made in accordance with Clause 5.3(M) of this Agreement);

"Business Goodwill"		means all the goodwill of the Business Sellers in relation to the Business together with the exclusive right for the Purchaser to represent itself as carrying on the Business in succession to the Business Sellers;

"Business Information"		means all Information owned by any Business Seller which is used in or relates to the Business;

"Business Information Technology"		means Information Technology owned by any Business Seller which is used exclusively in the Business;

"Business IPR"		means all Intellectual Property owned by any member of the Unilever Group (except the Companies) which is used in or relates to the Business, excluding the Excluded IPR and the Dutch Transfer IPR except as otherwise set forth herein;

"Business Intellectual Property Assignments"		means the assignments in respect of (i) Business IPR which is registered or in respect of which there is an application for registration to the Purchaser in the Agreed Form and (ii) the Dutch Transfer IPR to the Dutch Company in the Agreed Form;

“Business Marketing Materials”		means all Marketing Materials owned by any of the Business Sellers to the extent relating to the Business;

"Business Moulds"		means the manufacturing moulds specified in Attachment 13 which are used in the production of the Products;

"Business Payables"		means, in respect of each Business Seller, creditors/accounts payable of a trading nature arising in the ordinary course of business of that Business Seller for the purposes of the Business each as detailed in Topic Area 7400, section 030 of the Unilever Accounting Policy Manual, in each case at Completion and including such part of such amounts as relates to VAT;

"Business Receivables"		means, in respect of each Business Seller, debtors/accounts receivable of a trading nature arising in the ordinary course of business for the purposes of the Business each as detailed in Topic Area 7600, section 030 of the Unilever Accounting Policy Manual in each case at Completion and including such part of such amounts as relates to VAT;

"Business Sellers"		means the relevant members of the Unilever Group who carry on part of the business of marketing, distributing, and/or selling the Products or hold Business Asset(s) (other than the Companies), and "Business Seller" shall be construed accordingly;

"Business Stocks"		means finished inventories (wherever located) relating exclusively to the Business and either: (i) held by Unilever Supply Chain Company AG; or (ii) beneficially owned by or on behalf of the Business Sellers (other than in respect of Unilever Supply Chain Company AG which is referred to above);

"Claim"		means any claim for breach of the Warranties and, for the purposes of Clause 16.2, any claim by the Purchaser under the indemnity in 16.1 (other than with respect to sub-clause (x) of Section 16.1 save to the extent that sub-clause relates to Excluded Business Contracts), but not, for the avoidance of doubt, any claim made under the Tax Covenant;

"Commission"		means the European Commission;

"Commitments"		means the Commitments dated 17 November 2010 to the Commission given by Unilever plc in connection with its acquisition of Sara Lee's Body Care business;

"Companies"		the French Company, the Dutch Company and the Danish Company and "Company" shall be construed accordingly;

"Company Employees"		means the employees of each of the Companies, all of whom are listed as "Company Employees" on Attachment 4 (which Attachment 4 shall be updated and finalised no later than five Business Days prior to the Completion Date, to reflect those on that list who leave employment and new hires into the Companies provided that any such update shall be made in accordance with Clause 5.3(M) of this Agreement);

“Company IP”		means all Intellectual Property that is owned by any of the Companies;

"Company Payables"		means trade and other creditors/account payable by any Company as detailed in Topic Area 7400, section 030 of the Unilever Accounting Policy Manual in each case at Completion (including accrued advertising, accrued freight, accrued restructuring and goods received and not invoiced) and including such part of such amounts as comprise input VAT but excluding , for the avoidance of doubt, (a) creditors of a financial nature (together with accrued interest thereon) and (b) any of the foregoing to the extent they comprise a Tax Liability (not including, for the avoidance of doubt, such input VAT);

"Company Receivables"		means debtors/accounts receivables due to any Company as detailed in Topic Area 7600, section 030 of the Unilever Accounting Policy Manual in each case at Completion including such part of such amounts as relate to VAT (together with accrued interest thereon);

“Competition Law Liabilities”		means any and all fines imposed by a Governmental Entity, damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser’s Group arising out of or in connection with any infringements of Article 81 or Article 82 of the EC Treaty or Section 2 or Section 18 of the Competition Act 1998 or any other anti-trust or similar legislation in any jurisdiction by any Company or Business Seller (in the case of any Business Seller, insofar as it relates to the Sanex Perimeter), but only to the extent that such infringements took place prior to Completion;

"Completion"		means completion of the sale and purchase of the Business Assets and the Shares under this Agreement;

"Completion Date"		means either (i) the first Business Day of the calendar month (the “ Second Month ”) immediately following the calendar month (the “ First Month ”) in which the Conditions referred to in sub-Clause 4.1 shall have been satisfied or waived in accordance with this Agreement, or (ii) if the day on which the last of such Conditions is so satisfied or waived in accordance with this Agreement is more than fifteen Business Days after the first day of the First Month, the “ Completion Date ” shall be the first Business Day of the calendar month immediately following the Second Month, or (iii) if after the last of such Conditions has been satisfied or waived the Completion Date would fall on a Business Day after the Termination Date pursuant to (i) or (ii) (as applicable), the parties agree to bring forward the Completion Date so that it falls on or before the Termination Date;

"Completion Time"		means 23:59 (applicable local time) on the Completion Date;

"Completion Stock Amount"		means the amount of the Stocks expressed in Euros (to be shown in the Completion Stock Amount Statement) calculated in accordance with Schedule 4 as at immediately prior to the Completion Time;

"Completion Stock Amount Statement"		means the completion stock amount statement prepared in accordance with Clause 9 and Part A of Schedule 4 and in the format set out in Part B of Schedule 4;

"Contribution Margin"		means Market Contribution less distribution expenditure;

"Conditions"		means the conditions set out in Clause 4.1 and “ Condition ” shall be construed accordingly;

"Danish Company"		means Sanex Danmark ApS;

"Danish Shares"		means the issued shares in the capital of the Danish Company;

"Data Room"		means those documents referred to in the list in the Agreed Form in Attachment 2;

“Deodorant Product Line”		means the product line described in Clause 31.4(B)(ii) comprising the assets listed in Part 1 of Attachment 12;

"Designated Purchasers"		means the companies in the Purchaser's Group designated by the Purchaser as the purchasers of Business Assets and/or the Shares designated in writing as such by the Purchaser at any time after the date hereof and at least 7 Business Days prior to the Completion Date, and "Designated Purchaser" shall be construed accordingly;

"Disclosure Letter"		means the letter of the same date as this Agreement written by the Unilever Parents to the Purchaser for the purposes of paragraph 6 of Schedule 3;

"Dutch Company"		means Sanex Nederland B.V.;

"Dutch Notary"		means civil law notary Jean Schoonbrood, or any other civil law notary of De Brauw Blackstone Westbroek N.V., or such notary's substitute;

"Dutch Shares"		means the issued shares in the capital of the Dutch Company;

“Dutch Transfer IPR”		means (i) the legal title owned by Unilever NV in the Intellectual Property assigned pursuant to the Sanex IP Deed and (ii) the community trade marks and community designs set out in Annex 2 of the Sanex IP Deed;

"Employees"		means the Business Employees and the Company Employees, and "Employee" shall be construed accordingly;

“Environmental Liabilities”		means all liabilities, duties and obligations of every description, whether deriving from contract, common law, statute or otherwise, whether present or future, actual or contingent or ascertained or unascertained and whether owed or incurred severally or jointly or as principal or surety, relating to or arising from the presence of pollution, contamination or hazardous substances in soil, surface water or groundwater at, from or under any property owned, used or occupied by any member of the Unilever Group in connection with the Sanex Perimeter at any time prior to Completion to the extent such pollution, contamination or hazardous substance was first present in soil or groundwater at or under such properties prior to Completion, provided that for the purposes of this definition the word “used” shall mean in relation to a property that at such property processing, disposal, treatment or other activities involving or resulting in releases have been carried on in connection with the Sanex Perimeter by (i) any member of the Unilever Group or (ii) by another person under a contract or other arrangement made with any member of the Unilever Group or involving materials generated by a member of the Unilever Group;

"European Jurisdiction"		means any of the United Kingdom, Ireland, Belgium, the Netherlands, Denmark, Spain, Greece, Italy, Hungary, and France;

"Exchange Rate"		means, in relation to any currency to be converted into or from Euros for the purposes of this Agreement, the spot rate of exchange (closing mid-point) for that currency into or, as the case may be, from Euros, as published in the London edition of The Financial Times first published after the relevant date or, where no such rate of exchange is published in respect of that date, at the rate quoted by Citibank N.A. as at the close of business in London on that date;

"Excluded Business Assets"		has the meaning given in Clause 3.2;

"Excluded Business Contracts"		means:

		(i) all contracts with Business Employees (save that any loans from members of the Unilever Group to Employees shall be Assumed Business Contracts);

		(ii) all contracts pursuant to which products manufactured in, for or on behalf of the Business are distributed and/or stored;

		(iii) all contracts pursuant to which any member of the Unilever Group supplies goods or services (including, without limitation, centralised purchasing of raw materials and packaging) to any Business Seller;

		(iv) all contracts pursuant to which any third party supplies raw materials and packaging to any Business Seller;

		(v) all indirect procurement contracts (including market research and media buying agreements but excluding the Assumed Business Marketing Contracts) which do not relate exclusively to the Business, other than car leasing agreements to the extent that they relate to cars used by Employees;

		(vi) all logistics agreements (including, for the avoidance of doubt, transport and warehousing agreements) which do not relate exclusively to the Business;

		(vii) all customer contracts which do not relate exclusively to the Business;

		(viii) all contracts to the extent that they relate to the Excluded Business Assets;

		(ix) any contract the benefit of which is to be used by any member of the Unilever Group to provide transitional services pursuant to the Transitional Services Agreement or to perform its obligations under the Supply Agreement or Sale of Products Agreements;

		(x) any contract for the provision of transitional services (including any manufacturing and supply agreements) by Sara Lee (or any member of the Sara Lee Group) to the Unilever Parents (or any member of the Unilever Group) which was entered into in connection with the acquisition by the Unilever Parents of Sara Lee's Body Care business; and

		(xi) all contracts in respect of Information Technology which do not relate exclusively to the Business.

"Excluded Information Technology"		means Information Technology owned by any member of the Unilever Group which is not used exclusively in the Business;

"Excluded IPR"		means the Unilever Marks and all copyright in software owned by any member of the Unilever Group which is not used exclusively in the Business;

"Excluded Facilities"		means all manufacturing, research and development facilities or office facilities located anywhere in the world that are owned, leased, used or occupied by any member of the Unilever Group;

“Excluded Taxes”		means any liability for Taxes (i) arising out of, relating to, or in respect of the Business, the Business Assets or the Assumed Business Liabilities for any Pre-Completion Tax Period or the portion of any Straddle Period falling on or before Completion or (ii) resulting to any member of Purchaser’s Group as a transferee or successor or otherwise attaching to the Business Assets, including, for the avoidance of doubt, any Taxes arising out of, relating to, or in respect of the failure of the Unilever Parents to deliver to Purchaser (X) any Tax Certificates required to be delivered by the Unilever Parents pursuant to Schedule 1 or (Y) the application by the relevant Taxing Authority of the statutory provisions pursuant to which such Tax Certificates may be issued, in each case excluding (A) any Transfer Taxes payable or assessed in connection with, or as a result of, the sale or purchase of the Business, the Business Assets or the Assumed Business Liabilities and (B) any liability for Taxes to be borne or discharged by the Purchaser pursuant to clause 20.13. For purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes and annual franchise Taxes based on authorized shares or similar Taxes for the portion of such Straddle Period falling on or before Completion shall be equal to the amount of such Property Taxes and annual franchise Taxes based on authorised shares or similar taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the portion of such Straddle Period falling on or before Completion and the denominator of which is the number of days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes and annual franchise Taxes based on authorized shares or similar Taxes) for the Pre-Completion Tax Period shall be computed as if such taxable period ended as of the close of business on the Completion Date;

"Expert"		means: (i) subject to (ii) below, a partner of at least 10 years' qualified experience at an independent firm of chartered accountants of international standing agreed by the parties or, in default of agreement within 10 Business Days of one of the parties seeking the appointment of an Expert under the terms of this Agreement, selected by the President for the time being of the Institute of Chartered Accountants in England and Wales; and

		(ii) in the case of any matter relating to Taxation, a leading tax counsel in the jurisdiction to which the Taxation matter relates of at least 10 years' qualified experience agreed between the parties or, in default of agreement within 10 Business Days of one of the parties seeking the appointment of an Expert under the terms of this Agreement, selected by the President of the Law Society of England and Wales;

“Fairly Disclosed”		means accurately disclosed in all material respects and disclosed in sufficient detail to enable a reasonably advised purchaser to determine the nature and scope of such disclosure;

"Final Cash Amount"		means the aggregate of all the Final Cash Balances for each Company, expressed in Euros provided, that, in no event shall the Final Cash Amount exceed €60,000,000 for purposes of any payments and adjustments set forth in this Agreement, irrespective of the actual amount of the Final Cash Balances;

"Final Cash Balances"		means, in relation to each Company and within the categorisations detailed in Topic Areas 1600 (Cash and Cash Equivalents) of the Unilever Accounting Policy Manual, the aggregate as at the Completion Time of cash and cash equivalents of each Company (expressed in Euros) in each case as reflected in the books of each Company;

"Final Cash Consideration"		has the meaning given in Clause 6.2;

"Final Intra-Group Debt"		means, in relation to each Company, the following amounts (expressed in Euros) owed by each Company to any member of the Unilever Group or owed by any member of the Unilever Group to each Company, in each case, as shown in the books of each Company as at the Completion Time: (i) financial liabilities and indebtedness in the nature of financial liabilities as defined in Topic Area 6600, section 080 of the Unilever Accounting Policy Manual (together with accrued interest thereon and any uncleared items); (ii) amounts which are reported as group indebtedness as defined in Topic Areas 6600, section 080, 7400 and 7600, section 30 of the Unilever Accounting Policy Manual; (iii) Intra-Group Service Fees; (iv) amounts classified as payables of a financial nature for the purposes of Topic Areas 7400, section 110 of the Unilever Accounting Policy Manual; (v) amounts owed in respect of current account and cash pooling balance; and (vi) any declared but unpaid dividends, including , for the avoidance of doubt, any amount in respect of Taxation, but excluding Intra-Group Trading Amounts and any assets or liabilities which relate to any matter contemplated by Schedule 7 (Pensions) and any provisions and accruals relating thereto;

"Final Third Party Debt"		means, in relation to each Company, the following amounts (expressed in Euros) as shown in the books of each Company as at the Completion Time: (i) borrowings and indebtedness of each Company in the nature of borrowings as defined in Topic Area 3400 (Financial Instruments) of the Unilever Accounting Policy Manual (together with accrued interest thereon and any uncleared items), including any borrowings in the nature of finance or capital leases of the type detailed in Topic Area 4400 (Leases) of the Unilever Accounting Policy Manual and any penalties, premiums or the like associated with such borrowings and indebtedness; and

		(ii) amounts classified as payables of each Company of a financial nature for the purposes of Topic Areas 7400, section 110 of the Unilever Accounting Policy Manual; including , for the avoidance of doubt, any amount in respect of Taxation but excluding Company Payables, any Final Intra-Group Debts and any assets or liabilities which relate to any matter contemplated by Schedule 7 (Pensions) and any provisions and accruals relating thereto;

"Final Third Party Debt Amount"		means the aggregate of all the Final Third Party Debts for the Companies, expressed in Euros;

"French Company"		Sara Lee Household and Body Care France SAS, details of which are set out in Schedule 5;

"French Shares"		means the issued shares in the capital of the French Company;

“GAAP”		means generally accepted accounting principles in the United States, consistently applied during the periods presented;

“Governmental Entity”		has the meaning given in Part A of Schedule 2;

"Gross Profit"		means Net Sales less cost of goods sold as arrived at using the Sara Lee Accounting Principles;

"Half Year Accounts"		means the unaudited financial information for the Sanex Perimeter, comprising amounts of the Net Sales and Contribution Margin in respect of the six month period ended on 31 December 2010, as set out in Attachment 9;

“Higher Tiered Bonus Scheme”		has the meaning set out in the defined term “AIP (2011)”;

“IFRS”		means the International Financial Reporting Standards as adopted by the European Union and as in effect at the time any applicable financial statements were prepared;

"Including"		means including but not limited to;

"Indemnified Material Adverse Effect"		means a Material Adverse Effect which occurs after the date of this Agreement and before Completion and: (a) which is such that the fair value of the Sanex Perimeter has been reduced by 25 per cent. or more of the Initial Cash Consideration (which the Purchaser and the Unilever Parents agree shall be fair value for the purposes of this section) after taking account (by adding to the diminished value) of any payments which any third party, including any insurance provider, is liable to pay to any member of the Purchaser’s Group as a result of the Material Adverse Effect; and (b) the cause of which was not Fairly Disclosed in either the Disclosure Letter or the Data Room; and (c) which is not caused by any informed act or omission of any member of the Purchaser’s Group.

"Indemnified Person"		has the meaning given in Clause 36.4;

"Indemnifying Party"		has the meaning given in Clause 36.4;

"Information"		means information and know-how (whether or not confidential and in whatever form held), including any product information files, proof of claims (including (in each case where available) technical tests and ingredient compositions that substantiate claims made on pack and in advertising and communications), customer databases (both internal and external), terms and conditions of sale with customers, list prices of Products and/or joint business plans with customers, formulae, pipeline innovations, trade secrets, designs, inventions, specifications, bills of materials, projects and developments on ingredients, packaging and processes, drawings, data, process descriptions, manuals and instructions, production records, product files and technical information, and all customer lists and files, sales information, price lists, trade terms, business plans, studies, market research and other research information, market test results, concept tests results, advertising film and other advertising and promotional materials and forecasts and technical or other expertise;

"Information Memorandum"		means the information memorandum dated December 2010 relating to the Sanex Perimeter;

"Information Technology"		means hardware, software, networks and peripherals;

"Initial Cash Consideration"		means €672,000,000 (six hundred and seventy-two million);

"Intellectual Property"		means patents, trademarks (together with the goodwill associated therewith), trade names, internet domain names and service marks, rights in designs, copyrights (including copyrights in Marketing Materials, graphics, packaging design, websites and computer software), database rights and topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

"Intra-Group Payables"		means all money owed by any Company to any member of the Unilever Group of a trading nature arising in the ordinary course of business, but excluding any amounts due in respect of Taxation except any such amounts as relate to VAT items;

"Intra-Group Receivables"		means all money owed to any Company by any member of the Unilever Group of a trading nature arising in the ordinary course of business, but excluding any amounts due in respect of Taxation except any such amounts as relate to VAT items;

"Intra-Group Service Fees"		means, in relation to each Company, each amount (expressed in Euros) owed by that Company to any member of the Unilever Group or owed by any member of the Unilever Group to that Company, in each case, as at the Completion Time in respect of royalties, management services and research ( including , in each case, such part of such amount as relates to VAT);

"Intra-Group Trading Amounts"		means Intra-Group Payables and Intra-Group Receivables;

"Key Personnel"		means all personnel described in Schedule 13;

“Liens”		means liens, security interests, pledges, charges, title defects, options, title retention agreements, rights of first refusal, rights of first option or similar restrictions, including any restrictions on use, voting (in the case of any security or equity interest) or transfer, claims, easements, mortgages, charges, indentures, deeds of trust, rights of way, restrictions on the use of real property, encroachments, licenses to third parties, leases to third parties, security agreements, conditional sale agreements, equitable interests, servitudes or any other legal or equitable encumbrances and other restrictions or limitations on the use of real or personal property or irregularities in title thereto but excluding any immaterial licences of Intellectual Property, material licences of Intellectual Property that have been Fairly Disclosed in the Data Room or licences of Information;

"Market Contribution"		means Gross Profit less media, advertising and promotion spending;

“Marketing Materials”		means (i) all advertising and communication material, including all communication master material in market as at Completion, all existing un-aired footage, offline footage and images available in all mediums, including but not limited to film (television), digital, radio, magazine, outdoor advertising, in-store and point of purchase material, promotional material, direct mail material, sampling material and communication material to professionals, and (ii) all packaging design and artwork, including all master artwork and production files for label graphics design and production, all packaging structures and technical and design files;

“Material Adverse Effect”		means any circumstance, change, development, condition or event that has a material adverse effect on the financial condition, business or continuing results of operations of the Sanex Perimeter; provided, however, that “Material Adverse Effect” shall not include any circumstance, change, development, condition or event arising out of or related to (i) the industry in which the Sanex Perimeter operates (provided that the Sanex Perimeter is not disproportionately affected as compared to the comparable business of other participants in the same industry), (ii) general economic or financial market conditions affecting any national or regional economy or the global economy generally (provided that the Sanex Perimeter is not disproportionately affected as compared to other participants in the same industry), (iii) political conditions (or changes in such conditions) in any country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of such acts of war, sabotage or terrorism) in any country or region of the world occurring after the date hereof, (iv) changes in the financing, banking or securities markets in any country or region in the world (including, without limitation, any disruption thereof and any decline in the price of any security or any market index), (v) changes in GAAP, IFRS or any other accounting standards, (vi) the announcement of this Agreement and the transactions contemplated hereby, (vii) the completion of the transactions contemplated by this Agreement or any action taken or not taken by any member of the Unilever Group or its affiliates with the written consent or agreement of, or at the direction of, any member of the Purchaser’s Group or (viii) any changes in applicable law or any binding directives issued by any Governmental Entity.

"Monitoring Trustee"		means the person appointed pursuant to the Commitments who has the duty to monitor the compliance of the Unilever Parents with the conditions and obligations set out therein;

"Net Sales"		means net outside sales (i.e. gross outside sales less net trade spend plus outside royalty income) as arrived at using the Sara Lee Accounting Principles;

“Non-Assignable Items”		has the meaning given in Clause 12.1;

"Non-Tax Claim"		means a Claim other than a Tax Claim;

“Notice of Non-Compliance”		has the meaning given in Part A of Schedule 2;

“Order”		means any judgement, decision, consent decree, stipulation, determination, award, injunction, ruling, writ or order of or entered by any Governmental Entity;

“Partly Retained Business Documents”		has the meaning given in Clause 11.2;

“Partly Retained Documents”		has the meaning given in Clause 11.3;

"Payer"		has the meaning given in Clause 33.1;

"Permitted Encumbrances"		means security interests arising in the ordinary course of business or by operation of law, security interests arising under sales contracts with title retention provisions, equipment leases with third parties entered into in the ordinary course of business, security interests for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, mortgage, charges, pledges, liens or other forms of security or encumbrance or equity which secure debt and other imperfections in title and encumbrances, if any, which do not individually or in the aggregate materially impair the continued use and operation of the assets to which they relate in the context of the Sanex Perimeter;

“Post-Completion Tax Period”		has the meaning given in the Tax Covenant;

“Pre-Completion Tax Period”		has the meaning given in the Tax Covenant;

"Pre-Sale Reorganisation"		means the pre-sale reorganisation described in Schedule 14 and any modifications thereto made in accordance with Schedule 14;

"Press Announcements"		means the press announcements to be issued by each Unilever Parent and the Purchaser upon signature of this Agreement each as set out in Attachment 5;

"Principal Transaction Documents"		means the following agreements: (i) this Agreement; (ii) the Tax Covenant; (iii) the Transitional Services Agreement; (iv) the Sale of Products Agreements; (v) the Supply Agreement; and (vi) the Business Intellectual Property Assignments, and "Principal Transaction Document" shall be construed accordingly;

"Proceedings"		means any proceeding, suit or action arising out of or in connection with this Agreement or any transaction contemplated hereby;

"Process Agent"		has the meaning given in Clause 50;

“Products”		means skin care, bath and shower, deodorant, toiletries, body lotion and other personal care products under the brand name Sanex;

“Property Taxes”		means real, personal, and intangible property Taxes based on the value of property;

“Purchase Order”		means a commitment or order (subject to the terms and conditions of such commitment or order) for the purchase of Products from any member of the Unilever Group;

"Purchaser's Accountants"		means PricewaterhouseCoopers;

"Purchaser's Bank Account"		means the Euro account designated in writing by the Purchaser to the Unilever Parents not less than five Business Days before Completion;

"Purchaser's Completion Documents"		has the meaning given in Clause 24.1(A);

"Purchaser's Group"		means the Purchaser and its subsidiaries from time to time and any holding company of the Purchaser and the subsidiaries from time to time of that holding company (including, following Completion, the Companies and the Designated Purchasers), and references to a " member " or " members " of the Purchaser's Group shall be construed accordingly;

“Relevant Plan”		has the meaning given in Schedule 7 (Pensions);

“Relief”		has the meaning given in the Tax Covenant;

"Resigning Directors"		means those directors and officers of the Companies who are not Company Employees;

"Retained Business"		means the business of the Unilever Parents and the Unilever Group other than the Sanex Perimeter including, for the avoidance of doubt, the Excluded Business Assets;

"Retirement Benefits"		has the meaning given in Schedule 7 (Pensions);

"Sale of Products Agreements"		means the agreements (based upon the pro forma agreement in the Agreed Form) to be entered into by certain Business Sellers and members of the Purchaser's Group relating to the sale of products;

“SA Manufacturing Agreement”		means the agreement governing the manufacture, packaging and supply of products under the Sanex mark in South Africa between a member of the Unilever Group and either a member of the Sara Lee Group or an affiliate of S.C. Johnson & Son, Inc.;

“Sanex Incentives Scheme”		means the Sanex special incentive bonus scheme together with any additional individual retention awards;

“Sanex IP Deed”		means the Deed of Transfer beneficial ownership of Sanex IP rights and associated goodwill between Unilever Nederland BV, Unilever NV and Sanex Nederland BV dated 11 March 2011;

"Sanex Perimeter"		means the Share Sale Perimeter and the Business;

"Sara Lee"		means the Sara Lee Corporation, a company incorporated in the United States of America whose registered office is at 3500 Lacey Road, Downers Grove, IL 60515 United States of America;

“ Sara Lee Accounting Principles ”		means the Sara Lee accounting policies as set out in Part 2 of Attachment 1;

"Sara Lee Group"		means Sara Lee and its subsidiaries from time to time;

"Sara Lee SPA"		means the sale and purchase agreement dated 27 September 2010 (as amended on 5 December 2010) between the Unilever Parents and Sara Lee concerning the sale of certain shares, assets and businesses (including those relating to the Sanex Perimeter);

“Senior Purchaser Group Employee”		means any employee of any member of the Purchaser’s Group (other than any Employee) who: (i) is, or has been, directly or indirectly involved in the Sanex Perimeter or its purchase; or (ii) is, or has been, directly or indirectly involved in the Transitional Services Agreement, Sale of Products Agreements or the Supply Agreements; and in each case who has a gross annual fixed salary of €100,000 or more;

"Senior Unilever Group Employee"		means any employee of any member of the Unilever Group (other than any Employee) who: (i) is, or has been, directly or indirectly involved in the Sanex Perimeter or its sale; or (ii) is, or has been, directly or indirectly involved in the Transitional Services Agreement, Sale of Products Agreements or the Supply Agreements, and in each case who has a gross annual fixed salary of €100,000 or more;

"Service Document"		means a claim form, summons, order, judgement or other document issued in connection with any Proceedings;

"Share Sale Perimeter"		means, assuming completion of the Pre-Sale Reorganisation, the business and activities carried out by the French Company, the Dutch Company and the Danish Company, including marketing, distributing and/or selling the Products;

“ Share Sale Perimeter Stocks ”		means finished inventories (wherever located) which are: (i) held by Unilever Supply Chain Company AG for use exclusively by the Dutch Company; or (ii) owned by or on behalf of a Company and which have in any case been (a) physically allocated or separated for use exclusively by a Company; or (b) to the extent applicable, otherwise clearly identified (whether physically or by written reference agreed by the Unilever Parents and the Purchaser) as forming part or a fixed proportion of one or more sets, stores or consignments of finished inventories as is, in any case, for use exclusively by a Company;

“ Share Sellers ”		means the companies whose names appear in Column (2) of Schedule 12, which (subject to completion of the Pre-Sale Reorganisation) hold the Shares;

“ Shares ”		means the French Shares, the Dutch Shares and the Danish Shares;

“ so far as the Unilever Parents are aware ”		means so far as within the actual knowledge of the persons whose names are set out in Schedule 9 (Awareness) at the time of the execution of the Disclosure Letter by the Unilever Parents and all other phrases in this Agreement relating to the knowledge, information or belief of the Unilever Parents shall be construed as a reference to “so far as the Unilever Parents are aware” as so defined;

“ Specifications ”		means the specifications relating to the manufacturing mould for liquid hand soap that is marketed and sold under the Sanex mark;

“ Specified IP ”		means: (i) those registered designs (and applications for registrations) details of which are set out in Part A of Attachment 10 (and any unregistered design rights that correspond to those designs and are owned by members of the Purchaser's Group following Completion); and (ii) the patents and patent applications which are set out in Part B of Attachment 10 and any continuation applications, divisional applications or continuation-in-part applications relating to any of the foregoing, any national or international patent applications claiming priority from any of the foregoing, any patents granted or issued in respect of any of the foregoing, any re-issues, renewals or re-examinations of any of the foregoing and any Information owned by members of the Purchaser's Group following Completion relating to any of the foregoing;

“ Stocks ”		means the Share Sale Perimeter Stocks and the Business Stocks;

“Straddle Period”		has the meaning given in the Tax Covenant;

“ Supply Agreement ”		means the supply agreement in the Agreed Form;

“ Target Completion Stock Amount ”		means €11,620,000;

“ Tax ” or “ Taxation ”		has the meaning given in the Tax Covenant;

“ Tax Authority ”		means any taxing or other governmental authority (anywhere in the world) competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“ Tax Claim ”		means a claim for breach of the Tax Warranties (but not, for the avoidance of doubt, any claim under the Tax Covenant);

“ Tax Certificate ”		means (i) a Tax certificate issued by a Tax Authority in a jurisdiction of which a Business Seller is a resident for Tax purposes, stating that no income Taxes are due from such Business Seller (including, without limitation, a certificate issued pursuant to article 442bis of the Belgian Income Tax Code), (ii) a value-added Tax certificate issued by the value-added Tax collector’s office having authority over a Business Seller (including, without limitation, a certificate issued pursuant to article 93undecies B of the Belgian VAT Code), stating that no VAT is due from such Business Seller (iii) a Tax certificate issued by a Tax Authority in a jurisdiction of which a Business Seller is a resident for Tax purposes, stating that no social security contributions are due from such Business Seller (including, without limitation, a certificate issued pursuant to article 16ter of Royal Decree 38 and article 41 quinquies of the Law of 27 June 1969), and (iv) a Tax certificate issued at the request of the contractors and subcontractors of a Business Seller (including, without limitation, a certificate issued pursuant to article 43.1.f) of the General Tax Law (“Ley 58/2003, de 17 de diciembre, General Tributaria”)) stating that no withholding Taxes or VAT arising from or with respect to the works and services performed by such contractors or subcontractors for or pursuant to the direction of such Business Seller are due by them to the relevant Tax Authority;

“ Tax Covenant ”		means the tax covenant in the Agreed Form;

“ Tax Credit ”		has the meaning given in Clause 33.3;

“Tax Filing Group”		means any consolidated, combined, unitary, profit and/or loss sharing, affiliated relief, payment or similar group or fiscal unit for Tax purposes;

“ Tax Liability ”		has the meaning given in the Tax Covenant;

"Tax Payment"		has the meaning given in Clause 33.3;

“Tax Return”		has the meaning given in the Tax Covenant;

"Tax Warranties"		means the Warranties set out in Part E of Schedule 2;

“ Termination Date"		means the date falling 3 months after the date of this Agreement unless otherwise agreed by the parties;

"Third Party Claim"		has the meaning given in Clause 36.4;

"Third Party Right"		means any interest or equity of any person (including any right to acquire, option or right of pre emption or conversion) or any Lien or any agreement to create any of the above;

"Transaction Documents"		has the meaning given in Clause 39.1;

“Transfer Taxes”		has the meaning given in Clause 43.2;

"Transitional Services Agreement"		means the transitional services agreement in the Agreed Form;

"Unilever Accounting Policy Manual"		means the Unilever Accounting Policy Manual extracts of which are set out in Part 1 of Attachment 1;

"Unilever Confidential Information"		means all information (other than to the extent that it relates exclusively to the Sanex Perimeter) which is not in the public domain in whatever form held:

		(i) relating to any member of the Unilever Group or the business of any such member and which is supplied by or on behalf of any member of the Unilever Group to any member of the Purchaser’s Group; or

		(ii) supplied by or on behalf of any member of the Unilever Group to any member of the Purchaser's Group.

"Unilever Group"		means the Unilever Parents and their subsidiaries from time to time and any future holding company of the Unilever Parents and the subsidiaries from time to time of that holding company (but excluding the Companies), and references to a " member " or " members " of the Unilever Group shall be construed accordingly;

"Unilever Marks"		means the words, letter combination, marks and devices set out in Attachment 3;

"Unilever Parents' Accountants"		means PricewaterhouseCoopers LLP, of 1 Embankment Place, London WC2N 6NN, United Kingdom;

"Unilever Parents' Bank Account"		means the Euro account designated in writing by the Unilever Parents to the Purchaser not less than five Business Days before Completion;

"Unilever Plans"		means the Relevant Plans, other than the Welfare Plans;

"VAT"		means: (a) within the European Union, any tax imposed by any member state in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC) and other EC directives relating to Taxation levied by reference to added value and any national legislation implementing that directive together with legislation supplemental thereto; and (b) outside the European Union, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (a) of this definition;

"VATA 1994"		means the Value Added Tax Act 1994 of the United Kingdom;

"VAT Legislation"		means VATA 1994 and all regulations and orders made thereunder and any domestic or foreign legislation relating to VAT and all regulations and orders with the force of law made thereunder;

“VAT Payee”		has the meaning given in Schedule 10;

“VAT Payor”		has the meaning given in Schedule 10;

"VAT Records"		means any and all records or documents of the Business which under any relevant VAT Legislation are required to be preserved after Completion;

"Warranties"		means the warranties set out in Schedule 2;

"Working Hours"		means 9.30 a.m. to 5.30 p.m. (local time) on a Business Day; and

"Zetra Sanex Marks"		means the Sanex trade mark registrations and applications for registration set out in Attachment 6.

1.2	In this Agreement and the Schedules to it, unless otherwise specified:

(A)

references to Clauses, sub-Clauses, Schedules and Attachments are to Clauses and sub-Clauses of, and Schedules and Attachments to, this Agreement;

(B)

a reference to a sub-Clause is to a sub-Clause of the Clause in which such reference appears, to a paragraph is to a paragraph of the sub-Clause or Schedule (as the case may be) in which such reference appears and to a sub-paragraph is to a sub-paragraph of the paragraph in which such reference appears;

(C)

a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except to the extent that any such amendment, modification or re-enactment after the date of this Agreement would increase or extend the liability of any person under or pursuant to this Agreement;

(D)

references to a " company " shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

(E)

references to a " person " shall be construed so as to include any individual, firm, company, government, state or agency of a state or any joint venture, association, or partnership (whether or not having separate legal personality);

(F)

a company is a " subsidiary " of another company (its " holding company ") if that other company, directly or indirectly, through one or more subsidiaries:

(i)

holds a majority of the voting rights in it; or

(ii)

is a member or shareholder of it and has the right to appoint or remove a majority of its board of directors or other equivalent managing body; or

(iii)

is a member or shareholder of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it;

(G)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(H)

references to times of the day are to local time in the relevant jurisdiction;

(I)

headings are for convenience only and do not affect the interpretation of this Agreement;

(J)

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

(K)

references in any Warranty or in Clause 5 to any monetary sum expressed in Euros shall, where such sum is referable in whole or part to a particular jurisdiction, be deemed to be a reference to an equivalent amount in the local currency of that jurisdiction translated at the Exchange Rate on the date of this Agreement;

(L)

where it is necessary to determine whether a monetary limit or threshold set out in paragraph 2 of Schedule 3 has been reached or exceeded (as the case may be) and the value of the relevant claim or any of the relevant claims is expressed in a currency other than Euros, the value of each such claim shall be translated into Euros by reference to the Exchange Rate on the date of receipt by the Unilever Parents of written notification from the Purchaser in accordance with paragraph 1 of Schedule 3 of the existence of such claim or, if such day is not a Business Day, on the Business Day immediately preceding such day;

(M)

where any amount in any local currency is required to be converted into Euros for the purposes of calculating any of the " Final Cash Amount ", " Final Third Party Debt Amount " and " Final Intra Group Debt ", such amount shall be translated into Euros at the Exchange Rate on the business day immediately prior to the Completion Date;

(N)

where any provision of this Agreement is qualified or phrased by reference to materiality, such reference shall, unless specified to the contrary, be construed as a reference to materiality in the context of the Sanex Perimeter taken as a whole and where any provision of any Warranty is qualified by reference to a material adverse effect (excluding, for the avoidance of doubt, a Material Adverse Effect), such reference shall be construed as a reference to a material adverse effect on the financial position of the Sanex Perimeter taken as a whole;

(O)

other than in or with respect to the Tax Covenant, references to " indemnify " and " indemnifying " any person against any circumstances include indemnifying and keeping that person harmless from all actions, claims, demands and proceedings from time to time made against that person and all liabilities, loss, damages and all reasonable payments, costs and expenses made or incurred by that person as a consequence of that circumstance and:

(i)

the provisions of Clause 33.1 shall apply to such indemnification;

(ii)

references to the Purchaser indemnifying each member of the Unilever Group or relevant Business Sellers shall constitute undertakings by the Purchaser to the Unilever Parents for themselves and on behalf of each other member of the Unilever Group; and

(iii)

references to the Unilever Parents indemnifying each member of the Purchaser's Group shall constitute undertakings by the Unilever Parents to the Purchaser for itself and on behalf of each other member of the Purchaser's Group;

(P)

references to the singular shall include the plural and vice versa;

(Q)

references to " Euros ", or " € " are to the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union;

(R)

references to " costs " and/or " expenses " incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, the representative member of the VAT group to which that person belongs is entitled to credit or repayment as input tax;

(S)

each of the Attachments shall be in an Agreed Form;

(T)

the Schedules and the Attachments form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules and the Attachments; and

(U)

for the avoidance of doubt, Clauses 3 and 12 to 15 (inclusive) of this Agreement shall only apply in relation to the sale and purchase of the Business.

2.	SALE AND PURCHASE OF THE SHARES

2.1

On the terms and subject to the conditions set out in this Agreement, the Unilever Parents shall, with full title guarantee, sell, or procure the sale of, and the Purchaser shall purchase or procure the purchase by the relevant Designated Purchaser of, the full legal and beneficial interest in the Shares free from any Third Party Rights as at and with effect from Completion together with all rights attached or accruing to them at Completion. The relevant Designated Purchaser shall be entitled from Completion to exercise all rights attached or accruing to the Shares including, without limitation, the right to receive all dividends, distributions or any return of capital declared, paid or made by the French Company, the Dutch Company or the Danish Company on or after the Completion Date but excluding any dividend declared, paid or made by such Companies pursuant to Clause 5.2.

2.2

The Unilever Parents (for themselves and on behalf of the other members of the Unilever Group) waive all rights of pre-emption over any of the Shares conferred upon them in any way and shall procure that no later than Completion all rights of pre-emption and other similar or comparable rights over and in respect of all or any of the Shares conferred upon or held by any other person are waived so as to permit the sale and purchase of the Shares hereunder.

3.	SALE AND PURCHASE OF THE BUSINESS ASSETS

3.1

On the terms, and subject to the conditions, set out in this Agreement, the Unilever Parents shall sell or procure the sale of, and the Purchaser shall purchase, or procure the purchase by the relevant Designated Purchasers or by one or more other Purchaser's Group companies of, the Business as a going concern including the assets listed below (the “ Business Assets ”) as at and with effect from Completion free from any Liens (save Permitted Encumbrances):

(A)

the Business Goodwill;

(B)

the Business Stocks;

(C)

the benefit (subject to the burden) of the Assumed Business Contracts;

(D)

the Business IPR;

(E)

the Business Information;

(F)

the Business Moulds (subject to third party rights in favour of any person to whom amortisation payments are payable) and the Specifications;

(G)

subject to Clause 30, such of the Books and Records as relate exclusively to the Business;

(H)

the Business Information Technology; and

(I)

the Business Marketing Materials.

3.2	Notwithstanding anything to the contrary contained herein, the Business Assets shall, in each case, exclude those property rights and assets expressly excluded by the definition of any category of Business Assets listed in Clause 3.1 above and the following assets (the "Excluded Business Assets" ):

(A)

the Excluded Business Contracts;

(B)

the Business Receivables;

(C)

cash at bank and any current investments used in or held on account of that part of the Business carried on by each Business Seller;

(D)

amounts recoverable in respect of Taxation incurred in relation to the Business prior to Completion or any refunds or credits of Excluded Taxes;

(E)

the benefit of any rights in respect of any insurance policy (whether issued by any third party or any other person) of any Business Seller or any other member of the Unilever Group relating to any Company, the Business or any of the Business Assets;

(F)

any information which relates to the sale or proposed sale of the whole or part of the Business including such information which relates to the negotiation of the transactions contemplated by this Agreement, to the extent such information relates to communications with any third party in any form or with the advisers to the Unilever Parents;

(G)

the Excluded IPR;

(H)

the Excluded Facilities;

(I)

the Excluded Information Technology; and

(J)

any asset (other than the Business Moulds) the benefit of which is to be used by any member of the Unilever Group to provide transitional services pursuant to the Transitional Services Agreement or to perform its obligations under the Supply Agreement or Sale of Products Agreements

Notwithstanding any other provision of this Agreement subject to Clause 29.5 (in respect of which this provision shall not apply), if there are any other assets which the Unilever Parents or any other member of the Unilever Group have an ongoing right to acquire under the Sara Lee SPA and have not acquired on or before the Completion Date, and which would qualify as Business Assets (and not Excluded Assets) if they had been so acquired, they shall use all reasonable endeavours to obtain such assets and to transfer them to the Purchaser.

For the avoidance of doubt, each member of the Unilever Group shall retain its rights, title and interest in and to, and no member of the Purchaser's Group shall obtain any rights, title or interest in or pursuant to this Agreement, the Excluded Business Assets. The Law of Property (Miscellaneous Provisions) Act 1994 shall not apply for the purposes of this Clause 3.1.

3.3

Clause 3.1 shall operate as an assignment of such of the Business IPR as is not the subject of a registration or an application for registration with effect from Completion. Any Business IPR which is registered or which is the subject of an application for registration shall be assigned to the relevant Purchaser pursuant to the relevant Business Intellectual Property Assignments.

4.	CONDITIONS

4.1

The obligations of the Unilever Parents and the Purchaser under this Agreement (other than those contained in this Clause, Clause 5, Clause 24, Clauses 25.1 to 25.2, Clause 32, Clause 35, Clauses 36.1 to 36.3 (inclusive), Clause 37 and Clauses 39 to 51 (inclusive)) are conditional in all respects upon the following:

(A)

the approval by the Commission of the acquisition under Regulation (EC) 139/2004, of the terms of this Agreement and of the Purchaser as the acquirer of the Sanex Perimeter in accordance with the procedure set out in Section D of the Commitments shall have been obtained; and

(B)

any obligation to provide information to, or consult with or request advice from, any works council, trade union or other body representing employees (including governmental authorities) or the Employees themselves under the laws of France, The Netherlands and Belgium which obligations are described in Schedule 8 or any other jurisdiction in which a failure to fulfil such obligations may render this Agreement in its current form void or inoperable, shall have been fulfilled.

4.2

Each of the Purchaser and the Unilever Parents (so far as within their power to do so) shall use all reasonable endeavours to procure the satisfaction of the Conditions set out in Clause 4.1 and to negotiate in good faith with respect to any modification to the Transaction Documents which is required to be made by the Commission before the Termination Date.

4.3	The Condition referred to in Clause 4.1(A) may not be waived by any party hereto. The Unilever Parents shall be permitted to waive the Condition referred to in Clause 4.1(B) at any time to the extent permitted by law.

4.4

The Purchaser shall provide promptly to the Unilever Parents all reasonable cooperation, assistance and information which the Unilever Parents may reasonably request for the purpose of any necessary submissions to be made to the Commission or the Monitoring Trustee appointed pursuant to the Commitments, in connection with the satisfaction of the Condition referred to in Clause 4.1(A), including, without limitation, attending meetings or calls with and / or supplying information requested by the Commission and / or Monitoring Trustee for this purpose. The Unilever Parents will consult with the Purchaser before offering, accepting or agreeing to any action involving an Undertaking by the Purchaser.

4.5

Without prejudice to Clause 4.4, if it becomes reasonably apparent that the Commission will only give the approvals required in Clause 4.1(A) subject to conditions, obligations, undertakings and/or modifications (each an "Undertaking" ) excluding any Undertaking that relates in any manner whatsoever to any business, activities or assets of any undertaking of the Purchaser or any member of the Purchaser’s Group, but which may include any Undertaking that relates in any manner whatsoever to any undertaking or business, activities or assets of the Companies or the Sanex Perimeter, the Purchaser shall offer, accept and agree to any such Undertaking as may be necessary to obtain satisfaction or fulfilment of the Condition in Clause 4.1(A) as rapidly as possible, to the extent consistent with the Commission’s decision of 17 November, 2010 in case M 5658, including the Commitments, provided, however, that Purchaser shall not be obligated to agree to any Undertaking under this Clause that would reasonably be expected to result in a Material Adverse Effect.

4.6

In the event that the Conditions in Clause 4.1 are not satisfied or waived in accordance with the provisions of this Clause 4 before the Termination Date, this Agreement shall automatically terminate. At the Purchaser's or the Unilever Parents' request, the Termination Date shall be extended for such reasonable period as the requesting party shall request subject to the other party’s consent, not to be unreasonably withheld; provided that any such withholding of consent shall not be based solely on the non-requesting party’s own interests.

4.7

In the event that this Agreement terminates in accordance with Clause 4.6 then the obligations of each party under this Agreement (except for the provisions of this Clause 4, Clause 24, Clauses 25.1 to 25.2 (inclusive), Clause 32, Clause 35, Clauses 36.1 to 36.3 (inclusive), Clause 37 and Clauses 39 to 51 (inclusive)) shall automatically terminate PROVIDED THAT the rights and liabilities of the parties which have accrued prior to termination shall subsist.

5.	CONDUCT OF BUSINESS BEFORE COMPLETION

5.1

Subject to Clause 5.2, between the date of this Agreement and Completion the Unilever Parents shall exercise all rights available to them to procure that the business of the Sanex Perimeter will be carried on in the ordinary course of business consistent with past practice. Subject to Clause 5.2, between the date of this Agreement and Completion, the Unilever Parents shall exercise all rights available to them to ensure that the acts or matters specified in Clause 5.3 do not occur in relation to the business of the Sanex Perimeter without the prior consent of the Purchaser (such consent not to be unreasonably withheld or delayed).

5.2	Clause 5.1 shall not operate so as to restrict or prevent:

(A)

any action reasonably undertaken in response to events beyond the control of any member of the Unilever Group and any Company, and which would be reasonably expected to have an adverse effect on the Sanex Perimeter, with the intention of minimising any such adverse effect of such events where it is not reasonably practicable in the circumstances for the Unilever Parents to have obtained the consent of the Purchaser before undertaking such matter PROVIDED THAT the Unilever Parents shall promptly inform the Purchaser of the relevant action and circumstances;

(B)

[RESERVED];

(C)

any matter undertaken at the request of the Purchaser;

(D)

any matter contemplated by this Agreement or any action taken by any member of the Unilever Group or any Company pursuant to this Agreement;

(E)

any action or omission which any member of the Unilever Group or any Company is required to take or omit to take by any applicable law or regulation or any Tax Authority;

(F)

any act or omission which any member of the Unilever Group or any Company believes (acting reasonably) that it is required to take in order to comply with the Commitments;

(G)

any disposal of stocks or any payment of cash, in each case in the ordinary course and consistent with past practice in the running of the business of the Sanex Perimeter;

(H)

the payment of one or more cash dividends by any Company;

(I)

any matter reasonably necessary or desirable for the purposes of separating the contracts which relate to both the Business and the Retained Business or ensuring a smooth migration of services from any transitional services arrangements provided by Sara Lee;

(J)

any matter reasonably required to be undertaken or otherwise consented to by the Purchaser in connection with the completion of the Pre-Sale Reorganisation to the extent in accordance with Schedule 14; and

(K)

entering into, terminating, extending or amending any of the following contracts (provided that such actions are not detrimental to the Purchaser):

(i)

the agreement between Cruz-Verde Legrain S.A. and Covenca S.A. governing the distribution of products by Covenca S.A. into the Canary Islands (as disclosed at 7.4.2 of the Data Room and in the Disclosure Letter);

(ii)

the agreement between Unilever Espana S.A. and Vileda Iberica S.A. governing the distribution of products into Portugal (as disclosed at 7.4.5 of the Data Room and in the Disclosure Letter);

(iii)

the SA Manufacturing Agreement referred to in Clause 31.1;

(iv)

any agreement for the manufacture and supply of shower gel units under the Sanex mark in respect of the period after the Unilever Group has ceased to manufacture such units at its production facility in Santiga; and

(v)

any agreement under which the French Company offers transitional sales services to S. C. Johnson & Son as part of the acquisition by S. C. Johnson & Son of the insecticides business from the French Company; and

(L)

the changing of the corporate name of the French Company to a name which does not include the words “SARA LEE”.

5.3	The acts and matters referred to in Clause 5.1 are as follows:

(A)

a disposal of any of the assets of any Company or the Business where in any such case such disposal is of assets of an individual value in excess of €50,000 or an aggregate value in excess of €100,000;

(B)

any declaration, authorisation, making or payment of a dividend in specie or dividend in kind or other distribution (except for cash dividends described in Clause 5.2(H)) by any of the Companies;

(C)

(in relation to any Company) any creation, allotment or issue of or any grant of any option over or other right to subscribe or purchase, or any redemption or purchase of, any share or loan capital or securities of any Company or securities convertible into any of the foregoing;

(D)

any creation or grant of any option, right to acquire, mortgage, charge, pledge, lien, debenture or other encumbrance (other than a Permitted Encumbrance) on or over any of the Business Assets or any of the assets of any Company or any Shares;

(E)

the making of any loan by any Company (other than the granting of trade credit in the ordinary course of business consistent with past practice or other loans in the ordinary course of business consistent with past practice) to any person (other than to another Company);

(F)

the acquisition, whether by merger, consolidation, formation or otherwise, of any body corporate or business or the entering into of any partnership or joint venture arrangement which involves investment and/or the incurring of expenditure by the Business or any Company in excess of €100,000 in aggregate;

(G)

the entry into of any capital commitment or capital commitments having a value or involving expenditure in excess of €100,000 in aggregate;

(H)

terminating (except for good cause) or transferring the employment of any Key Personnel;

(I)

the grant of any licence or sublicense or the assignment, transfer, pledge, lease or disposition of any right (in whole or in part) under or in respect of:

(i)

any Business IPR; or

(ii)

any Intellectual Property owned by any Company;

(J)

a change in the accounting methods or practices with respect to the Sanex Perimeter, except insofar as may be required by a change from GAAP to IFRS or applicable law or which results from migration to Unilever Group accounting systems;

(K)

any modification, waiver, termination, failure to renew, failure to extend or amendment in any material respect of any Assumed Business Contract which is material (as materiality is defined in paragraph 5 of Schedule 2 provided, that, for purposes of this Clause the reference to €500,000 shall be a reference to €200,000);

(L)

entering into any material transaction with any member of the Unilever Group or any other affiliate of the Business Sellers relating to the Business;

(M)

(i) employing or agreeing to employ any new persons on a permanent basis fully or part time, other than as necessary to replace an Employee whose employment terminates (but not with respect to any Company Employee terminated pursuant to Clause 20.1(B)) and on terms reasonably consistent with the terms applicable to the terminated Employee or as required in order to comply with the Commitments, (ii) making changes or any commitment to make changes to terms of employment (including pension fund commitments or any increase to remuneration) or to any employee benefit plan, other than (I) those required by law or in order to comply with the Commitments, or (II) pursuant to normal annual pay reviews in the ordinary course of business consistent with past practice and subject to an aggregate increase of not more than 3% in total staff costs of the Business per annum, or (iii) entering into (where there is no existing agreement) or materially amending any collective bargaining agreement or other contract with a labour organisation, works council or employee organisation in each case in relation to the Business or any Company;

(N)

entering into or accepting any material Purchase Orders or otherwise selling or shipping or committing to sell or ship any material amounts of Products other than in the ordinary course of business consistent with past practice;

(O)

the entry into of any agreement to do any of the acts and matters specified in this Clause 5.3; or

(P)

(i) the making, changing or revoking of any Tax election, or filing of any Tax Return (including any amended Tax Return); (ii) the settling or compromising of any Tax liability or any Tax claim, audit, dispute or other proceeding; (iii) entry into any closing agreement or other agreement with any Tax Authority; (iv) execution of or the giving of consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of Taxes; (v) procurement of any ruling from a Tax Authority; (vi) a change to any method of accounting or entry into any instalment sale by a Company or any transaction between a Company and another member of the Unilever Group (including for this purpose, any other Company pre-Completion), that will result in any Company being required to include any item of income or gain in, or exclude any item of deduction or loss from, taxable income for any Post-Completion Tax Period or the portion of any Straddle Period beginning after the Completion Date or (vii) the entry into any tax sharing or tax indemnification agreement (other than, in relation to the Danish Company, as required by the Danish Company Taxation Act (" Selskabsskatteloven ")), PROVIDED THAT nothing in this Clause 5.3(P) or Clause 5.1 shall prevent the Unilever Parents, the Target Companies or any member of the Unilever Group taking any action that (X) is in the ordinary course of business consistent with past practice or (Y) it is required to take to comply with its obligations or, where such enforcement would not have a more than immaterial adverse effect on the Purchaser, enforce its rights under the tax related provisions of the Sara Lee SPA.

6.	CONSIDERATION

6.1	The consideration for the sale to the Purchaser (or the relevant Designated Purchaser) of the Business Assets and the Shares shall be, subject to Clause 6.2:

(A)

the payment by the Purchaser to the Unilever Parents (on behalf of the Business Sellers and Share Sellers) in accordance with the provisions of Clause 10 of an amount equal to the Initial Cash Consideration; and

(B)

the assumption by the Purchaser (on behalf of the relevant Designated Purchasers) of the Assumed Business Liabilities.

6.2

Following determination of the Final Third Party Debt Amount, the Final Intra-Group Debt Amount, the Final Cash Amount and the Completion Stock Amount in accordance with the provisions of this Agreement, the Initial Cash Consideration shall be adjusted in accordance with Clauses 7 to 9 (inclusive), in order to determine the final aggregate cash consideration for the sale of the Business Assets and the Shares (the "Final Cash Consideration" ).

6.3	The Initial Cash Consideration, the Final Cash Consideration and any payments made pursuant to Clauses 7 to 9 (inclusive) shall be exclusive of any amounts in respect of VAT.

6.4	[RESERVED]

6.5	[RESERVED]

6.6

Except as otherwise required by law, all payments made pursuant to Clauses 17.1 and 17.3 or in respect of any claim under the Warranties or any indemnity or covenant to pay given under this Agreement or under the Tax Covenant shall be treated, for all Taxation purposes, by the Unilever Parents, the Purchaser, the Companies and their respective affiliates as an adjustment to consideration paid or payable for the Shares or the Business Assets under this Agreement (in accordance with Clauses 17.1, 17.3 or 23.4, as applicable), and neither the Unilever Parents, the Purchaser, the Companies nor any of their respective affiliates shall file any Tax Return or otherwise take, or agree to take, any position on any Tax Return or in any Tax audit or proceeding that is inconsistent therewith, except as otherwise required pursuant to a final and conclusive determination by any Tax Authority or other governmental authority (and for this purpose, a determination shall be deemed to be final and conclusive when a legally binding agreement with any Tax Authority is made in respect of it, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit).

6.7	The consideration amounts initially set out in part B of Schedule 6 (as adjusted in accordance with Schedule 6) shall be adopted by the Purchaser and the Unilever Parents for all purposes.

7.	CASH AND THIRD PARTY DEBT IN THE COMPANIES

7.1	It is agreed that:

(A)

the Purchaser shall (on behalf the Designated Purchasers (as applicable)) pay to the Unilever Parents (to hold on behalf of the Share Sellers) an amount (if any) equal to the Final Cash Amount; and

(B)

the Unilever Parents shall (on behalf of the Share Sellers) pay to the Purchaser (to hold on behalf of itself and/or the Designated Purchasers (as applicable)) an amount (if any) equal to the Final Third Party Debt Amount,

provided that the above payments shall be netted-off against each other and, within five Business Days of the agreement or determination of the Final Cash Amount and the Final Third Party Debt Amount in accordance with this Agreement, the Unilever Parents shall be obliged to pay (on behalf of the relevant Share Sellers) to the Purchaser (to hold on behalf of the relevant Designated Purchasers) the net balance or the Purchaser (on behalf of the relevant Designated Purchasers) shall be obliged to pay the Unilever Parents (to hold on behalf of the relevant Share Sellers) the net balance (as the case may be) together with an amount equal to the amount of interest which would have been chargeable on such net balance on the assumptions that the rate of interest applied to such net balance was the Agreed Rate (accrued daily) and such net balance had been outstanding for the period from (and including) the Completion Date to (but excluding) the date of payment. Any payment under this Clause 7.1 shall constitute an adjustment to the Initial Cash Consideration and shall be made in immediately available funds in Euros to the Unilever Parent's Bank Account or the Purchaser's Bank Account (as the case may be).

7.2

Within 15 Business Days of Completion, the Unilever Parents shall notify the Purchaser of their calculation of each Final Cash Balance and each Final Third Party Debt for each Company in each relevant currency together with reasonably detailed supporting figures. The Purchaser shall notify the Unilever Parents of any dispute in relation to any such amount within 30 Business Days of Completion and shall provide reasonable details of the grounds for disputing such amount and of the amount which the Purchaser believes in good faith to be the correct amount for such Final Cash Balance or Final Third Party Debt. The Purchaser shall be deemed to have agreed to all Final Cash Balances and Final Third Party Debts which it does not so dispute within 30 Business Days of Completion.

7.3

If the Unilever Parents and the Purchaser are unable to agree any Final Cash Balance or Final Third Party Debt within 45 Business Days of Completion, then the determination of such Final Cash Balance or Final Third Party Debt shall be referred for determination to the Expert who shall be instructed to notify both the Unilever Parents and the Purchaser of his determination and of the reasons for it within 10 Business Days of such referral. In making his determination the Expert shall act as expert and not arbitrator and his determination shall, in the absence of manifest error, be final and binding and deemed to have been accepted and approved by the Unilever Parents and the Purchaser and shall be deemed to constitute the relevant Final Cash Balance or Final Third Party Debt (as the case may be) for all purposes of this Agreement provided that the amount determined by the Expert for any Final Cash Balance or Final Third Party Debt shall be within the range of the amount calculated by the Unilever Parents and the amount stated by the Purchaser under Clause 7.2. The fees and costs of the Expert incurred under this Clause shall be paid as to one-half by the Unilever Parents and one-half by the Purchaser unless otherwise directed by the Expert (who shall have the authority to make such direction if he deems it equitable).

7.4

For the purposes of determining and agreeing upon any Final Cash Balance or Final Third Party Debt the Purchaser and the Unilever Parents shall, and the Purchaser shall procure that each Company shall and the Unilever Parents shall procure that each member of the Unilever Group shall, give the Unilever Parents or the Purchaser (as the case may be) and the Expert reasonable access at all reasonable times to all books and records relating to such Final Cash Balance or Final Third Party Debt in their respective possession or control.

7.5

In determining each Final Cash Balance and the Final Third Party Debt (save in respect of debts and creditors of a financial nature as defined in the relevant Topic Area), the definitions, principles, policies, procedures and methods and practices of accounting set out in of the Unilever Accounting Policy Manual shall be applied. In respect of debts and creditors of a financial nature as defined in the relevant Topic Area, the provisions of paragraphs 2 to 5 of Part A of Schedule 4 (where relevant) shall apply mutatis mutandis .

8.	INTRA-GROUP DEBTS

The Unilever Parents shall use their best endeavours to procure that the Final Intra-Group Debt is settled immediately prior to Completion. In the event that, notwithstanding such best endeavours, any Final Intra-Group Debt amounts are outstanding at Completion, the following provisions shall apply. In relation to each Final Intra-Group Debt:

(A)

owed by a Company, the Purchaser shall procure that the amount of such Final Intra Group Debt, together with an amount equal to the amount of interest which would have been chargeable thereon on the assumptions that the rate of interest applied thereto was the Agreed Rate (accrued daily) and that the amount of such Final Intra-Group Debt had been outstanding for the period from (and including) the Completion Date to (but excluding) the date of payment, shall be paid by the Purchaser (on behalf of the relevant Company) to the Unilever Parents (as trustees for the members of the Unilever Group to which such amounts are owed) within five Business Days of the agreement or determination of such Final Intra-Group Debt against payment by the Unilever Parents (on behalf of the Share Sellers) to the Purchaser (to hold on behalf of the Designated Purchasers) of an amount equal thereto in the same currency and releases from all relevant members of the Unilever Group of all sums so due; and

(B)

in the case of any Final Intra-Group Debt owed by a member of the Unilever Group, the Unilever Parents shall procure that such Final Intra Group Debt, together with an amount equal to the amount of interest which would have been chargeable thereon on the assumptions that the rate of interest applied thereto was the Agreed Rate (accrued daily) and that the amount of such Final Intra-Group Debt had been outstanding for the period from (and including) the Completion Date to (but excluding) the date of payment, shall be paid by the Unilever Parents (on behalf of the relevant member of the Unilever Group) or the relevant member of the Unilever Group to the Purchaser (as trustee for the relevant Company to which such amount is owed) within five Business Days of the agreement or determination of such Final Intra-Group Debt against payment by the Purchaser (on behalf of the Designated Purchasers) to the Unilever Parents (to hold on behalf of the Share Sellers) of an amount equal thereto in the same currency and releases from the Companies of all sums so due,

PROVIDED THAT the above payments shall be made when the amounts of all of the Final Intra-Group Debts have been agreed or determined in accordance with this Clause 8, and all such payments shall be netted off against each other.

Any payment from the Purchaser to the Unilever Parents or vice versa (but not payment to the Purchaser or the Unilever Parents where expressly stated in this Clause 8.1 to be acting as a trustee) shall constitute an adjustment to the Initial Cash Consideration.

8.2

Within 15 Business Days of Completion, the Unilever Parents shall notify the Purchaser of the calculation of each Final Intra-Group Debt owed by or to each Company in each relevant currency together with reasonably detailed supporting figures. The Purchaser shall notify the Unilever Parents of any dispute in relation to any such amount within 30 Business Days of Completion and shall provide reasonable details of the grounds for disputing such amount and of the amount which the Purchaser believes in good faith to be the correct amount for such Final Intra-Group Debt. The Purchaser shall be deemed to have agreed to all Final Intra-Group Debts which it does not so dispute within 30 Business Days of Completion.

8.3

If the Unilever Parents and the Purchaser are unable to agree any Final Intra-Group Debt within 35 Business Days of Completion, then the determination of such Final Intra-Group Debt shall be referred for determination by any party to the Expert who shall be instructed to notify both the Unilever Parents and the Purchaser of his determination and of the reasons for it within 10 Business Days of such referral. In making his determination the Expert shall act as expert and not arbitrator and his determination shall, in the absence of manifest error, be final and binding and be deemed to have been accepted and approved by the Unilever Parents and the Purchaser and shall be deemed to constitute the relevant Final Intra-Group Debt for all purposes of this Agreement provided that the amount determined by the Expert for any Final Intra-Group Debt shall be within the range of the amount calculated by the Unilever Parents and the amount stated by the Purchaser under Clause 8.2. The fees and costs of the Expert incurred under this Clause shall be paid as to one half by the Unilever Parents and one half by the Purchaser unless otherwise directed by the Expert (who shall have the authority to make such direction if he deems it equitable).

8.4

For the purposes of determining and agreeing any Final Intra-Group Debt the Purchaser shall, and shall procure that each Company shall, give the Unilever Parents and the Expert reasonable access at all reasonable times to all books and records relating to such Final Intra-Group Debt in their respective possession or control and the Unilever Parents shall procure that each member of the Unilever Group shall give the Purchaser and the Expert reasonable access at all reasonable times to the books and records of each member of the Unilever Group relating to such Final Intra-Group Debt.

8.5

In determining any Final Intra-Group Debt (save in respect of debts and creditors of a financial nature as defined in the relevant Topic Area), the definitions, principles, policies, procedures and methods and practices of accounting set out in the Unilever Accounting Policy Manual shall be applied. In respect of debts and creditors of a financial nature as defined in the relevant Topic Area, the provisions of paragraphs 2 to 5 of Part A of Schedule 4 (where relevant) shall apply mutatis mutandis.

9.	COMPLETION STOCK AMOUNT STATEMENT

9.1	The Purchaser and the Unilever Parents shall each comply with their respective obligations in Schedule 4 in relation to the Completion Stock Amount Statement.

9.2

Subject to Clause 9.3, in the event that the value of the Completion Stock Amount is less than the value of the Target Completion Stock Amount, then the amount of the difference, together with an amount equal to the amount of interest which would have been chargeable thereon on the assumptions that the rate of interest applied thereto was the Agreed Rate (accrued daily) and that such difference had been outstanding for the period from (and including) the Completion Date to (but excluding) the date of payment, shall be paid to the Purchaser (to hold on behalf of itself and/or the Designated Purchasers (as appropriate)) by the Unilever Parents (on behalf of the Business Sellers and/or the Share Sellers (as appropriate)) within five Business Days of finalisation of the Completion Stock Amount Statement in accordance with Schedule 4. Subject to Clause 9.3, in the event that the value of the Completion Stock Amount is greater than the value of the Target Completion Stock Amount, then the amount of the difference, together with an amount equal to the amount of interest which would have been chargeable thereon on the assumptions that the rate of interest applied thereto was the Agreed Rate (accrued daily) and that such difference had been outstanding for the period from (and including) the Completion Date to (but excluding) the date of payment, shall be paid to the Unilever Parents (to hold on behalf of the Business Sellers and/or the Share Sellers (as appropriate)) by the Purchaser (on behalf of the Designated Purchasers) within five Business Days of the finalisation of the Completion Stock Amount Statement in accordance with Schedule 4.

9.3	All payments contemplated by this Clause shall constitute an adjustment to the Initial Cash Consideration and shall be made in immediately available funds in Euros to the Purchaser's Bank Account or (as the case may be) the Unilever Parents' Bank Account.

10.	COMPLETION

10.1	Completion of the sale and purchase of the Business Assets and the Shares shall take place at 10.00 a.m. on the Completion Date at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY and at such other places as are specified in, or agreed in accordance with, Schedule 1.

10.2

Each of the Unilever Parents and the Purchaser shall do, or procure the doing of, all those things respectively listed in relation to them in Schedule 1 at Completion or at such other time as is specified in Schedule 1, PROVIDED THAT the Business Assets and the Assumed Business Contracts referred to in Clauses 12.1 and 13.1, respectively, shall be deemed to have been acquired by the Purchaser (on behalf of the relevant Designated Purchaser) for the purposes of determining whether the Unilever Parents have complied with Schedule 1. Without prejudice to the provisions of Schedule 1, the Purchaser shall deliver to the Unilever Parents the names of all individuals to be elected directors of the Companies at least five Business Days prior to Completion.

10.3	The Initial Cash Consideration shall be paid in Euros and shall be payable by or on behalf of the Purchaser (on behalf of itself and the Designated Purchasers) in immediately available funds at Completion.

10.4

Receipt of funds in accordance with Clause 10.3 shall constitute a good discharge of the Purchaser in respect of the payment of the Initial Cash Consideration but not, for the avoidance of doubt, any other amount contemplated in Clauses 7 and 9. The Purchaser shall not be concerned to see that the moneys transferred are applied in paying the Share Sellers or the Business Sellers in accordance with their respective entitlements.

10.5	The Purchaser shall not be obligated to complete the purchase of any Shares or the Business Assets unless the Unilever Parents procure the sale of the Shares and Business Assets simultaneously (other than as referred to in Clauses 12 and 13).

11.	ACTION AFTER COMPLETION

11.1

At the request of the Purchaser, the Unilever Parents shall procure that the Business Sellers shall, for a period of three months following Completion, join with the Purchaser (or the relevant Designated Purchaser) in sending out notices and letters in such form as the Purchaser may reasonably require to all of those suppliers and customers of the Sanex Perimeter and other business contacts of the Sanex Perimeter informing them of the transfer of the Sanex Perimeter.

11.2

Subject to the provisions of paragraphs (C) and (D) of Schedule 10 (VAT) to this Agreement, the Unilever Parents shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Sanex Perimeter and copies of the relevant parts of notices, correspondence, information, orders or enquiries relating partly to the Sanex Perimeter and partly to the Retained Business (the “ Partly Retained Business Documents ”) which are received by any member of the Unilever Group on or after Completion shall be passed as soon as practicable and, in any event, within 10 Business Days of such receipt to the relevant members of the Purchaser's Group or as the Purchaser may from time to time designate, PROVIDED THAT the Unilever Parents shall be entitled to redact and keep confidential the Partly Retained Business Documents in their reasonable discretion.

11.3

The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Retained Business and copies of the relevant parts of notices, correspondence, information, orders or enquiries relating partly to the Retained Business and partly to the Sanex Perimeter (the “ Partly Retained Documents ”) which are received by the Purchaser's Group on or after Completion shall be passed as soon as practicable and, in any event, within 10 Business Days of such receipt to the relevant member of the Unilever Group as the Unilever Parents may from time to time designate, PROVIDED THAT the Purchaser shall be entitled to redact and keep confidential the Partly Retained Documents in its reasonable discretion.

12.	THIRD PARTY CONSENTS FOR THE SALE OF THE BUSINESS ASSETS

12.1

Where any consent, approval or agreement of any third party is required for the transfer of any of the Business Assets or where any governmental or regulatory procedure, application or other requirement must be complied with to enable such transfer lawfully to take place, other than, in either case, in relation to the transfer of any Assumed Business Contract or the performance of any Assumed Business Contract by any Designated Purchaser, (“ Nonassignable Items ”) and such consent, approval or agreement has not been obtained or such procedure, application or other requirement has not been complied with (as the case may be) at or before Completion, then the following provisions shall apply:

(A)

the sale of the relevant Business Assets shall not take effect, notwithstanding Completion, until such consent, approval or agreement has been obtained or such procedure, application or other requirement has been complied with (as the case may be); and

(B)

the relevant Business Seller(s) (at the expense of the Purchaser including in relation to any fees which are paid or payable to third parties) and the relevant Designated Purchaser(s) shall each use their reasonable endeavours after Completion to obtain the consent, approval or agreement or to ensure that the relevant procedure, application or other requirement is complied with (as the case may be) as soon as possible.

12.2

After Completion, and until such time as any consent, approval or agreement referred to in Clause 12.1 is obtained (the " Consent Date "), the relevant Business Seller(s) shall hold the benefit of the relevant Business Asset referred to in Clause 12.1 on trust for the relevant Designated Purchaser and the relevant Designated Purchaser shall, unless it is prohibited from doing so, perform all the covenants and obligations thereunder (at the Purchaser’s expense) and indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group in respect of such performance or, if the relevant Designated Purchaser is prohibited from performing the covenants and obligations under the relevant Business Asset, the relevant Business Seller or other member of the Unilever Group shall, at the expense of the Purchaser and to the extent that such Business Seller or other member of the Unilever Group is able and the relevant Business Asset permits, do all such acts and things as the relevant Designated Purchaser may reasonably require to enable due performance of such covenants and obligations and to provide for the relevant Designated Purchaser the benefits, subject to the burdens, of the relevant Business Asset and the relevant Designated Purchaser shall indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group in respect of all such Business Asset.

12.3	At Completion, the Unilever Parents shall deliver to the Purchaser a schedule setting forth all material Nonassignable Items existing, so far as the Unilever Parents are aware, as at Completion. For the avoidance of doubt Nonassignable Items shall not include the Zetra Sanex Marks.

13.	ASSUMED BUSINESS CONTRACTS

13.1	Subject to Clause 13.2, the Designated Purchasers shall become entitled to the benefits under the Assumed Business Contracts and this Agreement shall constitute an assignment of the benefit of the Assumed Business Contracts to the relevant Designated Purchaser with effect from Completion.

13.2	This Agreement shall not constitute an assignment or an attempted assignment of the relevant Assumed Business Contract if or to the extent that such an assignment or attempted assignment is not possible or would constitute a breach of such Assumed Business Contract.

13.3

Where any consent, approval or agreement of any third party is required to enable a Designated Purchaser to perform any Assumed Business Contract after Completion or to enable the benefit or burden of any Assumed Business Contract to be transferred to or assumed by a Designated Purchaser (including any assignment, novation or other arrangement required to be put in place in respect of those Assumed Business Contracts which relate in part only to the Business whereby the relevant part is separated and transferred), then the following provisions shall apply:

(A)

after Completion each Business Seller or other relevant member of the Unilever Group (at the expense of the Purchaser including in relation to any fees which are paid or payable to any third party) and the relevant Designated Purchaser shall use their respective reasonable endeavours (including, in the case of the relevant Designated Purchaser, the provision of a guarantor or guarantors of the obligations under the relevant Assumed Business Contract) to obtain the consent, approval or agreement of the other party to whatever assignment, separation and/or transfer or novation is necessary to enable the relevant Designated Purchaser to perform any such Assumed Business Contract after Completion or, as the case may be, to transfer the benefit of any such Assumed Business Contract to the relevant Designated Purchaser or for the relevant Designated Purchaser to assume the burden of any such Assumed Business Contract; and

(B)

after Completion, until the consent, approval or agreement is obtained:

(i)

the relevant Business Seller or other member of the Unilever Group shall be deemed to hold the benefit of the relevant Assumed Business Contract, to the extent permitted under the relevant Assumed Business Contract, on trust for the relevant Designated Purchaser; and

(ii)

the relevant Designated Purchaser shall, unless the relevant Assumed Business Contract prohibits it, perform all the obligations of such Business Seller or other member of the Unilever Group (at the Purchaser's expense) under such Assumed Business Contract as agent for or sub contractor to such Business Seller or other member of the Unilever Group and indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group in respect of such performance or, if the relevant Assumed Business Contract prohibits the relevant Designated Purchaser from so acting as agent or sub contractor, such Business Seller or other member of the Unilever Group shall, at the expense of the Purchaser and to the extent that such Business Seller or other member of the Unilever Group is able and the relevant Assumed Business Contract permits, do all such acts and things as the relevant Designated Purchaser may reasonably require to enable due performance of such Assumed Business Contract and to provide for the relevant Designated Purchaser the benefits, subject to the burdens, of the Assumed Business Contract, and the relevant Designated Purchaser shall indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group in respect of all such acts and things. For this purpose, it shall not be reasonable to require any Business Seller or other relevant member of the Unilever Group to make any payment unless the relevant Designated Purchaser has first paid such Business Seller or other member of the Unilever Group sufficient cleared funds to make such payment.

For the avoidance of doubt, the obligations imposed on members of the Unilever Group in this Clause shall not include:

(a)

the payment of any compensatory payment to any third party in connection with the assignment or transfer of an Assumed Business Contract (in whole or in part), including in connection with a minimum purchase obligation;

(b)

the provision or assumption of any representation, warranty, covenant, undertaking, indemnity or guarantee for the benefit of any third party or any member of the Purchaser's Group; or

(c)

an obligation to undertake or threaten litigation or legal action.

13.4

If:

(A)

the terms of any particular Assumed Business Contract do not permit the relevant Designated Purchaser to perform the Business Seller's obligations as sub contractor or as agent; or

(B)

any required consent, approval or agreement:

(i)

is not obtained within 12 months after the Completion Date; or

(ii)

is refused,

and the procedure set out in this Clause does not enable the benefit of any Assumed Business Contract to be enjoyed in all material respects by the Purchaser or another member of the Purchaser's Group after the Completion Date, then the Business Seller and the Purchaser shall use all reasonable efforts to achieve an alternative solution by which the relevant Designated Purchaser shall receive the benefit of the relevant Assumed Business Contract and assume the associated obligations (provided that no member of the Unilever Group shall be obliged to make any commitment, incur any liability or make any payment for that purpose).

14.	ASSUMED BUSINESS LIABILITIES

14.1

The Purchaser (on behalf of the relevant Designated Purchasers) hereby agrees with the Unilever Parents (for themselves and as trustees for each other member of the Unilever Group) that it will (or will procure that a member of the Purchaser's Group will) (a) duly and properly perform, assume and pay and discharge when due the Assumed Business Liabilities, and (b) indemnify the Unilever Parents (on behalf of the relevant Business Seller) against any cost, loss or expense incurred by any member of the Unilever Group against, all liabilities, claims, judgements, costs and expenses suffered by any member of the Unilever Group arising in connection with the Assumed Business Liabilities. In the absence of fraud or wilful concealment, the liabilities of the members of the Purchaser’s Group under or in relation to the indemnity in this Clause 14.1 shall be limited as set out in paragraphs 1, 2(a), 4, 7, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of Schedule 3 save that the reference to “12 months” in paragraph 1(a) shall be deemed to be a reference to “five years” and the provisions and paragraphs of Schedule 3 shall apply mutatis mutandis .

14.2	In this Agreement " Assumed Business Liabilities " means:

(A)

all obligations and liabilities under the Assumed Business Contracts which are incurred or fall due to be performed from, or arise in respect of the period, immediately after the Completion Time and thereafter excluding, for the avoidance of any doubt, the Business Payables;

(B)

all other liabilities and obligations which are incurred or fall due to be performed from, or arise in respect of the period, immediately after the Completion Time and thereafter in respect of the Business as such Business is actually transferred to the Purchaser (or the Designated Purchasers) by the Business Sellers pursuant to the terms of this Agreement excluding, for the avoidance of any doubt, the Business Payables;

(C)

all liabilities and obligations with respect to Retirement Benefits required to be provided by the Purchaser contemplated by Schedule 7 (Pensions); and

(D)

all liabilities arising in connection with the condition of, or any defect in, any Business Stocks.

The Purchaser, for itself and its successors and assigns, covenants that, at any time and from time to time on or after the Completion Time, it will execute and deliver all such further instruments of assumption and acknowledgements as any member of the Unilever Group may reasonably request in order to effect the release and discharge in full of the relevant member of the Unilever Group in respect of any Assumed Business Liability and the Purchaser's assumption of the Assumed Business Liabilities and the substitution of the Purchaser as the primary obligor in respect of the Assumed Business Liabilities in each case on a non recourse basis to the Unilever Group.

14.3

Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall not assume liability, pursuant to this Agreement or any Transaction Documents, or be or become liable, as a result of entering into this Agreement for the payment, performance or discharge of any of the following liabilities, obligations or commitments of any member of the Unilever Group:

(A)

all liabilities expressly retained by any member of the Unilever Group under the terms of the Transaction Documents;

(B)

all Business Payables;

(C)

all obligations and liabilities under the Assumed Business Contracts other than those which are incurred or fall due to be performed from, or arise in respect of the period, immediately after the Completion Time and thereafter in respect of the Business;

(D)

all liabilities under the Excluded Business Contracts without prejudice to (1) any obligation of Purchaser pursuant to this Agreement with respect to contracts with Business Employees and (2) any assumption of liability by the Purchaser pursuant to the terms of the Transitional Services Agreement, the Supply Agreement or the Sale of Products Agreements;

(E)

all liabilities and obligations incurred or which fall due to be performed from, or arise in respect of the period prior to, the Completion Time, except for those liabilities and obligations expressly assumed or undertaken by the Purchaser pursuant to this Agreement or any of the Transaction Documents including those set forth in Clauses 14.2(C) or 14.2(D), any liabilities or obligations in relation to Tax and any liabilities and obligations (in each case) assumed by Purchaser pursuant to the terms of Clause 18, 20, 25.6 to 25.7, 29.11 or Schedule 7 hereto and except, in relation to Business Information and Business Marketing Materials, for any obligations of confidentiality or restrictions due to applicable law or binding and enforceable contractual provisions on use of that Business Information or Business Marketing Materials which apply to the Purchaser as a transferee of that information or material by contract or as a matter of law;

(F)

all liabilities arising in connection with the condition of, or any defect in, any product sold by the Sanex Perimeter prior to the Completion Date (including for the avoidance of doubt, any products liability claim) other than as set forth in Clause 14.2(D);

(G)

all Excluded Taxes;

(H)

any liability of the Business Sellers in respect of Tax;

(I)

all Environmental Liabilities;

(J)

all Competition Law Liabilities; and

(J)

all other liabilities, obligations or commitments of the Unilever Group, except for the liabilities expressly assumed by Purchaser pursuant to the terms of this Agreement or any of the Transaction Documents and without prejudice to any liabilities, obligations or commitments of the Unilever Group for which the Purchaser is or becomes liable pursuant to the terms of any other contract or applicable law.

15.	BUSINESS RECEIVABLES AND APPORTIONMENT

15.1	The Purchaser shall not acquire or procure the acquisition of the Business Receivables and accordingly the Business Sellers shall be entitled to the Business Receivables in accordance with the terms of this Clause.

15.2	The Purchaser agrees that the Business Sellers alone shall be responsible for the collection of any of the Business Receivables and that:

(A)

the Business Sellers shall be entitled to take such steps as they may think fit to recover any outstanding Business Receivables;

(B)

the Purchaser shall not take, and shall procure that no other member of the Purchaser's Group takes, any step to collect the Business Receivables, and shall not do anything to hinder their collection by any Business Seller; and

(C)

if the Purchaser or any other member of the Purchaser's Group should receive any communication or payment in respect of any Business Receivables, the Purchaser shall give written details of any such communication or payment (or shall procure that these are given) to the Unilever Parents as soon as reasonably practicable following receipt thereof.

15.3

Where anything (including any service) is to be provided by a member of the Purchaser's Group under any of the Assumed Business Contracts after Completion, but any payment (whether by way of deposit, prepayment or otherwise) in respect of the price or cost of it has been received by a member of the Unilever Group before Completion, the Unilever Parents shall procure that the relevant member of the Unilever Group pays a sum equal to the amount of that payment (excluding any such part of that payment as comprises an amount in respect of output VAT for which that or any other member of the Unilever Group is required to account) to the relevant member of the Purchaser's Group immediately following Completion (and shall hold such sum in trust for that member of the Purchaser’s Group until it is paid over), following receipt of which the member of the Purchaser's Group shall provide such thing or service.

15.4

Where anything (including any service) is to be provided to a member of the Purchaser's Group under any of the Assumed Business Contracts after Completion, but any payment (by way of deposit, prepayment or otherwise) has been made by a member of the Unilever Group in respect of the price or cost of it before Completion, the Purchaser shall procure that that member of the Purchaser's Group pays a sum equal to the amount of that payment (excluding any such part of that payment as comprises an amount in respect of VAT for which any member of the Unilever Group is entitled to credit as input tax) to the relevant member of the Unilever Group as soon as reasonably practicable following the member of the Purchaser's Group becoming aware of such thing or service and shall hold such sum in trust for that member of the Unilever Group until it is paid over.

15.5

Save as contemplated by the Transitional Services Agreement and/or the Sale of Products Agreements, if, on or following Completion, the Purchaser or any other member of the Purchaser's Group receives any moneys or other items that relate to the Sanex Perimeter that belong to the Unilever Parents or any other member of the Unilever Group, the Purchaser shall, or shall procure that such other member of the Purchaser's Group shall, hold such moneys or other items on trust for the Unilever Parents or such other member of the Unilever Group (as the case may be) and shall pay or transfer such moneys or other items (less an amount equal to any Tax chargeable thereon, or which would have been so chargeable but for the use or set off of any Relief) to the Unilever Parents or such other member of the Unilever Group (as the case may be) as soon as practicable following receipt thereof.

15.6

Save as contemplated by the Transitional Services Agreement and/or the Sale of Products Agreements, if, on or following Completion, the Unilever Parents or any other member of the Unilever Group receives any money or other items that relate to the Sanex Perimeter that belong to the Company, the Unilever Parents shall, or shall procure that the other relevant member of the Unilever Group shall, hold such moneys or other items on trust for the Purchaser (as trustee for the Company) and shall pay or transfer such moneys or other items (less an amount equal to any Tax chargeable thereon, or which would have been so chargeable but for the use or set off of any Relief) to the Purchaser (as trustee for the Company) as soon as reasonably practicable following receipt thereof.

15.7

The Purchaser shall procure that all moneys or other items belonging to any member of the Unilever Group which are received by any member of the Purchaser's Group on or after Completion in connection with the Business or any of the Business Assets shall be held on trust by that member of the Purchaser's Group for that member of the Unilever Group and that such moneys or other items (less an amount equal to any Tax chargeable thereon, or which would have been so chargeable but for the use or set off of any Relief) are promptly paid over to that member of the Unilever Group.

15.8

The Unilever Parents shall procure that all moneys or other items belonging to any member of the Purchaser’s Group which are received by any member of the Unilever Group on or after Completion in connection with the Business or any of the Business Assets shall be held on trust by that member of the Unilever Group for that member of the Purchaser’s Group and that such moneys or other items (less an amount equal to any Tax chargeable thereon, or which would have been so chargeable but for the use or set off of any Relief) are promptly paid over to that member of the Purchaser’s Group.

15.9	All payments referred to under this Clause 15 shall be made in immediately available funds in Euros to the Unilever Parents' Bank Account or the Purchaser's Bank Account (as the case may be).

16.	LIABILITIES OF THE COMPANIES AND THE BUSINESS

16.1

With effect from Completion, the Unilever Parents (on behalf of themselves and on behalf of any other relevant member of the Unilever Group) shall indemnify the Purchaser (on behalf of each Company or other member of the Purchaser’s Group) against any cost, loss or expense incurred by or liabilities suffered by (excluding any cost, loss, expense or liability in relation to Tax) (i) any Company, or (ii) any member of the Purchaser’s Group in relation to (x) the Excluded Business Assets, (except for contracts with Business Employees), or (y) the Business, and which in each case were incurred or which arise in respect of an event which occurred prior to the Completion Time (including liabilities in relation to the Pre-Sale Reorganisation, Environmental Liabilities, Competition Law Liabilities and, save as provided in Clause 14.2(D), products) provided that, in the case of liabilities of the Purchaser’s Group in relation to the Business, such liabilities would not have been suffered or incurred by the Company or member of the Purchaser’s Group but for the acquisition of the Business and/or any Business Assets and further provided that the following liabilities shall be excluded (but in any case without prejudice to Purchaser’s rights with respect to breaches of Warranties or other rights contained herein):

(A)

the Company Payables;

(B)

any liabilities with respect to Retirement Benefits required to be provided by the Purchaser contemplated by Schedule 7 (Pensions) or any liabilities or obligations which are covered by the indemnities or obligations in Clauses 20.13, 20.14 or 20.15;

(C)

any Tax Liabilities (which, for the avoidance of doubt, shall be the subject of the Tax Covenant, to the extent provided therein);

(D)

any payments or other liabilities under any contracts, arrangements or other commitments (including under any licence or permit) which are incurred, or are connected with obligations that fall due to be performed from, or arise in respect of the period after, the Completion Time;

(E)

any amounts included within the meaning of Final Third Party Debt or Final Intra Group Debt;

(F)

any liabilities arising in connection with the condition of, or any defect in, any Share Sale Perimeter Stocks;

(G)

any liabilities which the Purchaser or any member of the Purchaser’s Group has assumed responsibility for, or agreed to discharge, under the terms of any Transaction Document; and

(H)

any liabilities which relate to IPR Matters to the extent related to the operation of the Sanex Perimeter following Completion.

16.2

In the absence of fraud or wilful concealment, the liability of the Unilever Parents under or in relation to the indemnity in Clause 16.1 (other than with respect to sub-clause (x) of Clause 16,1 save to the extent that such clause relates to Excluded Business Contracts) shall be limited as set out in paragraphs 1, 2(a), 4, 7, 9, 10, 11, 12, 13, 14, 16, 17, and 18 of Schedule 3 save that the reference to "12 months" in paragraph 1(a) shall be deemed to be a reference to "five years".

16.3	For the avoidance of doubt, whether or not an amount equal to a liability to tax of the Companies or any member of the Purchaser’s Group shall be paid by the Unilever Parents to the Purchaser shall be governed by the Tax Covenant.

17.	COMPANY RECEIVABLES AND PAYABLES

17.1	The Purchaser shall (on behalf of the relevant Designated Purchasers):

(A)

subject to Clause 17.2(B) pay promptly to the Unilever Parents (to hold on behalf of the relevant Share Sellers) an amount equal to all Company Receivables actually received by the Dutch Company or actually collected (or the collection of which is procured) by the Unilever Parents on behalf of the Dutch Company as an adjustment to the consideration paid for the shares in the Dutch Company; and

(B)

pay to the Unilever Parents (to hold on behalf of the relevant Share Sellers) on the first Business Day of each calendar month an amount equal to all Company Receivables actually received during the preceding calendar month by the French Company and the Danish Company as an adjustment to the consideration paid for the shares in the Company to which the relevant Company Receivables relate.

17.2	The Purchaser and the Unilever Parents:

(A)

agree that the Unilever Parents alone shall be responsible for the collection (or procuring the collection) of any of the Company Receivables of the Dutch Company and that:

(i)

the Unilever Parents shall be entitled to take such steps as they may think fit to recover such outstanding Company Receivables;

(ii)

the Purchaser shall not take, and shall procure that no other member of the Purchaser's Group takes, any step to collect such Company Receivables (save where requested to do so by the Unilever Parents pursuant to Clause 17.2(B)), and shall not do anything to hinder their collection by the Unilever Parents; and

(iii)

if the Purchaser or any other member of the Purchaser's Group should receive any communication or payment in respect of such Company Receivables, the Purchaser shall, as soon as reasonably practicable following receipt thereof, give written details of any such communication or payment (or shall procure that the same are given), and shall transfer the full amount of any such payment, to the Unilever Parents; and

(B)

agree that the Purchaser shall, if the Company Receivable is a right to receive any amount by way of repayment of Tax or interest on overpaid Tax or repayment supplement and if indemnified and secured by the Unilever Parents to its reasonable satisfaction, take (or shall procure that the Company concerned takes) such action as the Unilever Parents may reasonably request to obtain such Tax refund (keeping the Unilever Parents fully informed of the progress of any action taken and providing them with copies of all relevant correspondence and documentation), including, if a Tax Authority disputes such right, making all such appeals as the Unilever Parents shall request from time to time in such manner as the Unilever Parents shall request from time to time and providing the such information, assistance and access to records and personnel as they reasonably require, in each case on a timely basis.

17.3

Any Company Receivables of the Dutch Company that are collected (or the collection of which is procured) by the Unilever Parents shall be retained by the Unilever Parents (on behalf of the relevant Share Sellers) and shall, to the extent of such Company Receivables, satisfy the Purchaser's obligation to pay an amount equal to the same to the Unilever Parents under Clause 17.1 (and the Purchaser shall procure that any transactions that need to occur between members of the Purchaser's Group in order to effect that satisfaction by way of set-off shall occur and that such transactions do not provide for any unlawful transfer of value from the Dutch Company).

17.4

The Unilever Parents shall (on behalf of the relevant Share Seller) pay when due an amount equal to all Company Payables and if, following Completion, the Purchaser or any member of the Purchaser's Group (including the Companies) should receive any invoice or other communication in respect of any Company Payables, the Purchaser shall send a copy of such invoice or written details of such other communication (or shall procure that the same is sent) to the Unilever Parents as soon as reasonably practicable following receipt thereof. Any payment made pursuant to the first sentence of this Clause shall be treated as an adjustment to the consideration paid for the shares in the Company to which the Company Payable relates. In addition, if Purchaser or any member of the Purchaser’s Group (including the Companies) incurs any loss, expense or cost in connection with any such Company Payables, then the Unilever Parents shall promptly pay to the Purchaser an amount equal to such loss, expense and/or cost.

18.	GUARANTEES AND OTHER AGREEMENTS

18.1

The Purchaser, for itself and its successors and assigns, covenants that, at any time and from time to time on or after Completion, it will execute and deliver all such instruments of assumption and acknowledgements as the Unilever Parents may reasonably request in order to effect the release and discharge in full of any Assurance with respect to guarantees howsoever structured given at any time by any member of the Unilever Group to any person in respect of any obligation or liability of any Company (including any given in connection with the Sara Lee SPA) or in respect of any Assumed Business Liability and the Purchaser's assumption of, and the substitution of the Purchaser as the primary obligor in respect of, each such Assurance, in each case on a non-recourse basis to the members of the Unilever Group. Pending such release and discharge, the Purchaser hereby agrees with the Unilever Parents (on behalf of itself and each other member of the Unilever Group) that it will assume and pay and discharge when due, and (on behalf of itself and/or the relevant Designated Purchaser) indemnify the Unilever Parents against any cost, loss or expense incurred by any member of the Unilever Group in respect of, all such Assurances with respect to guarantees.

18.2	[RESERVED]

18.3

Each of the Unilever Parents, for itself and its successors and assigns, covenants that, at any time and from time to time on or after Completion, it will execute and deliver all such instruments of assumption and acknowledgements or take such other action as the Purchaser may reasonably request in order to effect the release and discharge in full of any Assurance with respect to guarantees given by any Company to any person in respect of any obligation or liability of any member of the Unilever Group (other than a liability of a Business Seller in respect of the Business), and shall procure the assumption of, and the substitution of an appropriate member of the Unilever Group as the primary obligor in respect of, each such Assurance with respect to guarantees on a non-recourse basis to the Purchaser's Group. Pending such release and discharge, the Unilever Parents hereby agree with the Purchaser (on behalf of themselves and the relevant Company) that they will assume and pay and discharge when due, and (on behalf of the relevant Share Seller) indemnify the relevant Designated Purchaser against any cost, loss or expense incurred by the relevant Company in respect of, all such Assurances with respect to guarantees.

19.	VALUE ADDED TAX

Without prejudice to Clause 6.3, each of the parties shall comply with the requirements relating to that party set out in Schedule 10.

20.

EMPLOYEES

20.1

(A)

The parties intend that the contracts of employment of the Business Employees will have effect from (and including) the Completion Date, as if originally made between each Business Employee and the relevant member of the Purchaser’s Group.

(B)

Prior to Completion, the Unilever Parents shall, or shall cause the applicable member of the Unilever Group to, terminate the employment of six Company Employees (who are not temporary employees) from the French Company and prior to Completion such six individuals shall be removed from the list of Company Employees on Attachment 4.

20.2

This Clause 20.2 does not apply in circumstances where Clause 20.12 applies. If the contract of employment of any Business Employee terminates or is found or alleged not to have effect after Completion as if originally made with the Purchaser or another member of the Purchaser's Group as a consequence of the sale and purchase of the Business Assets other than by virtue of mandatory provisions of applicable legislation relating to the transfer of undertakings, the Purchaser (on behalf of the relevant member of the Purchaser's Group) agrees that:

(A)

in consultation with the Unilever Parents, it will, within five Business Days of being so requested (as long as the request is made no later than 10 Business Days after the Unilever Parents become aware of such finding or allegation and, in any event, within the period of three months after Completion), make to that Business Employee an offer in writing to employ him under a new contract of employment subject to, and to take effect upon, the termination referred to below; and

(B)

the offer to be made will be on such terms and conditions as are consistent with the Purchaser's undertakings in Clauses 20.7 and 20.8.

Upon such offer being made (or at any time after the expiry of the five Business Days if the offer is not made as requested), the relevant member of the Unilever Group shall, where legally possible, terminate the employment of the Business Employee concerned (save where already terminated). The Purchaser shall (on behalf of itself and/or the relevant Designated Purchaser) indemnify the Unilever Parents (on behalf of the relevant members of the Unilever Group) against all liabilities arising from the employment of that employee after Completion until such termination (up to a maximum period of three months), and against all liabilities arising from the termination of employment of that employee.

20.3

This Clause 20.3 does not apply in circumstances where Clause 20.12 applies. If the contract of employment of any person who is immediately prior to Completion employed by a member of the Unilever Group (other than a Business Employee and a Company Employee) is found or alleged to have effect after Completion as if originally made with the Purchaser or another member of the Purchaser's Group as a consequence of the sale and purchase of the Business Assets, the Unilever Parents (on behalf of the relevant member of the Unilever Group) agree that:

(A)

in consultation with the Purchaser, they will, within five Business Days of being so requested (as long as the request is made no later than ten Business Days after the Purchaser (or such member of the Purchaser's Group) becomes aware of such finding or allegation and, in any event, within the period of three months after Completion), procure that a member of the Unilever Group makes to that employee an offer in writing to employ him under a new contract of employment subject to, and to take effect upon, the termination referred to below; and

(B)

the offer to be made will be on the same terms and conditions as were provided to that employee immediately before Completion.

Upon such offer being made (or at any time after the expiry of the five Business Days if the offer is not made as requested), the relevant member of the Purchaser's Group shall, where legally possible, terminate the employment of the employee concerned. The Unilever Parents (on behalf of the relevant member of the Unilever Group) shall indemnify each member of the Purchaser's Group against all liabilities arising from the employment of that employee after Completion until such termination (up to a maximum period of three months), and against all liabilities arising from the termination of employment of that employee.

20.4

The Purchaser has provided or will provide (as the case may be) the Unilever Parents with such information reasonably requested in writing by the Unilever Parents to enable them to comply with any obligations to inform, consult or notify any person about the matters contemplated by this Agreement in so far as it relates to any Employee to the extent required by local law and within the relevant time limits imposed by local law. The obligations of this Clause 20.4 shall apply mutatis mutandis to the Unilever Parents.

20.5

The Purchaser shall (on behalf of itself and the relevant Designated Purchaser) indemnify the Unilever Parents (on behalf of the relevant members of the Unilever Group) against any claim in respect of any resignation by an Employee, or individual who would have been an Employee but for the termination of his employment before Completion, in circumstances where an action by the Purchaser or a member of the Purchaser's Group directly gives rise to a claim of constructive dismissal or anticipatory constructive dismissal.

20.6

The provisions of Clauses 20.7 and 20.8 are to apply to the Employees only for so long as the Employees continue in the employment of any member of the Purchaser's Group. This undertaking does not constitute a guarantee that the Employees will continue to be employed following Completion and any obligations under this Clause 20.6 immediately shall cease with respect to an Employee upon the termination of such Employee’s employment.

20.7

(A)

If the employment of any Employee is terminated within 3 years of the Completion Date, the Purchaser shall procure that there shall be provided in respect of such Employee redundancy and severance policies and benefits (whether contractual or otherwise and giving due credit to the Employees for any additional service or earnings from the Completion Date onwards) in such a manner as to be no less favourable, taken as a whole, than those applicable in respect of the particular Employee immediately prior to the Completion Date, to the extent such policies and benefits are comprised in the Data Room and/or described in the Disclosure Letter. For the avoidance of doubt, nothing in this Clause 20.7(A) shall be construed as requiring the Purchaser or any member of the Purchaser’s Group to continue to employ any Employee during such period from the Completion Date or thereafter.

(B)

This Clause 20.7 does not apply to rights to Retirement Benefits which are dealt with under Schedule 7 (Pensions).

(C)

The Unilever Parents shall provide or shall cause to be provided to any member of the Purchaser’s Group such information reasonably requested in writing by any member of the Purchaser’s Group to enable the Purchaser to comply with its obligations in this Clause 20.7.

20.8

Without prejudice to Clause 20.7, the Purchaser shall procure that for a period of 3 years following the Completion Date, Employees who continue to be employed shall be employed on terms and conditions (whether contractual or otherwise and including, without limitation, any related to length of service) which are no less favourable taken as a whole in respect of each Employee than those which apply in respect of each Employee immediately prior to the Completion Date, to the extent such terms and conditions are comprised in the Data Room and/or described in the Disclosure Letter. This undertaking does not constitute a guarantee that the Employees will continue to be employed following Completion and any obligations under this Clause 20.8 immediately shall cease with respect to an Employee upon the termination of such Employee’s employment. This Clause 20.8 does not apply to rights to Retirement Benefits which are dealt with under Schedule 7 (Pensions). The Unilever Parents shall provide or shall cause to be provided to any member of the Purchaser’s Group such information reasonably requested in writing by any member of the Purchaser’s Group to enable Purchaser to comply with its obligations in this Clause 20.8.

20.9

The Purchaser's agreement to the provisions of Clauses 20.7 and 20.8 is given by the Purchaser on the express understanding that, if the Purchaser is in breach of any such provisions, the Unilever Parents may, at their absolute discretion, and without limitation, seek to procure compliance with such provisions by the Purchaser by applying to the court for damages and/or specific performance.

20.10

For the avoidance of doubt, the provisions of this Clause 20 are without prejudice to the operation of any rule of law in relation to, or contractual term of, the terms and conditions of employment of the Employees.

20.11

If any Business Employee or Company Employee requires a work permit or employment pass or other approval (in this Clause " Permits ") for his employment to continue after Completion, the Purchaser undertakes to use its reasonable endeavours to procure that any necessary applications are promptly made and to use its reasonable efforts to secure the necessary Permits and the provisions of Clause 38 (Further Assurance) shall apply in relation to the continued employment of Employees and (if they are Business Employees or otherwise as necessary) their transfer to another employer after Completion.

20.12

The Unilever Parents shall procure that, upon and from the termination of the Supply Agreements (whether absolutely or in part), the relevant Unilever Supplier (as defined therein) shall, where such termination has the effect of transferring the employment of any employee of that Unilever Supplier (or its holding company, subsidiary or subsidiary of its holding company) to any member of the Purchaser's Group (the " Purchaser Recipient "), indemnify the Purchaser Recipient against any liability which results from the termination by the Purchaser Recipient of the employment of any such employee on or immediately after such transfer takes place or the Purchaser Recipient becoming aware that such transfer has taken place.

20.13

All wages, salaries, employer's liabilities in respect of the pay as you earn system (or other similar system) and national insurance contributions (or other similar contributions) and other periodic outgoings in respect of the Employees which relate to a period:

(A)

after the Completion Date shall be borne or discharged by the Purchaser; and

(B)

on or before the Completion Date shall be borne or discharged by the Unilever Parents.

20.14

The Purchaser (or members of the Purchaser’s Group having assumed the relevant contractual obligation to do so in connection with the sale of the Business Assets) undertakes to the Unilever Parents to procure that each relevant member of the Purchaser’s Group shall pay any AIP (2011) entitlements, Sanex Incentives Scheme and Higher Tiered Bonus Scheme entitlements payable or which become payable to any Employees in accordance with their respective terms, as and when they fall due for payment following Completion. In relation to the AIP (Pre Closing Proportion) and the Sanex Incentives Scheme and the Higher Tiered Bonus Scheme entitlements, to the extent any such amount is subject to the discretion of any party or subject to performance criteria, then the Unilever Parents shall notify the Purchaser of the relevant amount to be payable under this Clause. The Unilever Parents shall (on behalf of themselves and on behalf of any other relevant member of the Unilever Group) indemnify the Purchaser (on behalf of the relevant Designated Purchaser or Company) against the AIP (Pre Closing Proportion) and the Sanex Incentives Scheme and the Higher Tiered Bonus Scheme entitlements, in each case when paid to the Employees.

20.15

The Unilever Parents shall (on behalf of themselves and on behalf of any other relevant member of the Unilever Group) indemnify the Purchaser (on behalf of the relevant Designated Purchaser or Company) against all liabilities, obligations, costs, claims and demands in respect of:

(A)

the employment of any of the Employees at any time prior to the Completion Date by the Unilever Parents or any member of the Unilever Group (excluding any liabilities required to be provided by the Purchaser contemplated by Schedule 7 (Pensions));

(B)

any termination of employment of any Employee by the Unilever Parents or any member of the Unilever Group prior to the Completion Date;

(C)

any failure by the Unilever Parents to comply with any obligation to inform or consult with employee representatives in connection with the matters contemplated by this Agreement (other than as a result of any failure by the Purchaser or any other member of the Purchaser’s Group); and

(D)

any breach by the Unilever Parents or any other member of the Unilever Group of sub-clause 20.1(B) or sub-clause 20.13(B),

provided that any liabilities which are covered by the indemnity from the Unilever Parents in Clause 20.14 shall be excluded from the operation of this Clause 20.15 and shall be covered by Clause 20.14.

20.16

The Purchaser shall (on behalf of the relevant Designated Purchaser or Company) indemnify the Unilever Parents (on behalf of the relevant member of the Unilever Group) against all liabilities, obligations, costs, claims and demands in respect of:

(A)

except as otherwise provided in Clause 20.14, the employment of any Employee during the period after the Completion Date including, without limitation, any changes to terms and conditions of employment by the Purchaser;

(B)

any termination of the employment of any Employee by the Purchaser after the Completion Date;

(C)

any failure by the Purchaser to comply with any obligation to inform or consult with employee representatives in connection with the matters contemplated by this Agreement (other than as a result of any failure by the Unilever Parents or any other member of the Unilever Group); and

(D)

any breach by Purchaser or any other member of the Purchaser’s Group of sub-clause 20.13(A).

20.17

Notwithstanding any provision in this Agreement to the contrary, nothing in this Clause 20 shall be deemed or construed to be an amendment or other modification of any employee benefit plan of the Unilever Group or the Purchaser’s Group. The provisions of this Clause 20 are for the sole benefit of the parties to this Agreement and are not for the benefit of any third party.

21.

PENSIONS

Each of the parties shall comply with the requirements relating to that party set out in Schedule 7.

22.	CONTINUING ARRANGEMENTS BETWEEN UNILEVER GROUP AND THE SANEX PERIMETER

22.1	The Unilever Parents and the Purchaser shall enter into the Transitional Services Agreement at Completion and shall procure that the Sale of Products Agreements and the Supply Agreement are entered into by the relevant members of the Unilever Group and the Purchaser's Group at Completion.

22.2	Save as contemplated by this Agreement or in any duly executed and binding agreement referred to in this Clause 22:

(A)

no member of the Unilever Group shall be obliged to supply any services or goods to any member of the Purchaser's Group after Completion; and

(B)

no member of the Purchaser's Group shall be obliged to supply any services or goods to any member of the Unilever Group after Completion.

23.	SELLERS' WARRANTIES AND PURCHASER'S REMEDIES

23.1

23.2

Subject as provided in this Agreement, the Unilever Parents (for themselves and on behalf of the Business Sellers and the Share Sellers) warrant to the Purchaser (for itself and on trust for the Designated Purchasers) as at the Completion Date in terms of the Warranties set out in paragraphs 1, 4 and 7 of Part A of Schedule 2 and paragraphs 9 and 10 of Part B of Schedule 2 as if such Warranties were repeated immediately before the Completion Date (except to the extent expressly made as of an earlier date, in which case as of such date) by reference to the facts and circumstances subsisting at that date on the basis that any reference in the Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Completion Date (or such other date, as applicable).

23.3	In the absence of fraud or wilful or fraudulent concealment, the liability of the Unilever Parents under or in relation to the Warranties shall be limited as set out in Schedule 3.

23.4

Any payment made by the Unilever Parents (on behalf of themselves or the Business Sellers or the Share Sellers) in respect of any claim under the Warranties or any indemnity or covenant to pay given under this Agreement or under the Tax Covenant shall, if it is specifically attributable to a Company or Business Asset, be treated as a repayment of and adjustment to that part of the Final Cash Consideration that is attributable to that Company or that Business Asset, and, otherwise, shall be treated as an adjustment to that part of the Final Cash Consideration that the Unilever Parents and the Purchaser shall reasonably agree is appropriate.

23.5

Subject and without prejudice to Clause 39, the Purchaser acknowledges and agrees that it has not relied upon any representations, warranties or statements made by any member of the Unilever Group or any of their affiliates or representatives that are not set forth in the Principal Transaction Documents.

23.6	Without prejudice to any other remedy available to the Purchaser for breach of the Warranties, the only remedies not available to the Purchaser shall be rescission or termination of this Agreement for any such breach of Warranty.

23.7

The Unilever Parents undertake that, if any claim is made against any of them by the Purchaser in connection with the sale of the Shares and the Business Assets to the Purchaser, they shall not make any claim against any Company Employee on whom they may have relied before agreeing to any terms of this Agreement or the Tax Covenant or authorising any statement in the Disclosure Letter.

23.8

Each of the Warranties shall be construed as a separate and independent warranty and, except where expressly provided to the contrary, shall not be limited or restricted, or widened or extended by reference to or inference from the terms of any other Warranty or any other provision of this Agreement.

23.9

If an Indemnified Material Adverse Effect occurs prior to Completion, the Purchaser may on or before Completion give a notice to the Unilever Parents that it believes that such an Indemnified Material Adverse Effect has occurred. Completion shall take place at the time specified in this Agreement notwithstanding the giving of such a notice and notwithstanding the alleged occurrence of an Indemnified Material Adverse Effect. The Purchaser shall have no right of rescission or termination in respect of the alleged Indemnified Material Adverse Effect. Upon receipt of such a notice, the Unilever Parents shall have a period of 30 days to remedy the Indemnified Material Adverse Effect. In exercising their right to remedy, the Unilever Parents shall ensure that they do not interfere with the actions taken by the Purchaser in response to the Indemnified Material Adverse Effect or otherwise affect the Purchaser’s ability to mitigate or exacerbate the effect of the Indemnified Material Adverse Effect. If the Unilever Parents fail to fully remedy such Indemnified Material Adverse Effect (and otherwise make the Purchaser whole for all losses, liabilities and expenses in relation to the Indemnified Material Adverse Effect) during such 30 day period then the Unilever Parents shall be liable to pay to the Purchaser and shall indemnify the Purchaser for all losses, liabilities and expenses arising out of, resulting from or attributable to the Indemnified Material Adverse Effect (or the failure fully to remedy), including the diminution in value of the Sanex Perimeter which shall be the amount by which the value of the Sanex Perimeter has been reduced as referred to in paragraph (a) of the definition of “Indemnified Material Adverse Effect” and after taking account of any remedial actions. The Purchaser expressly reserves the right to bring an Action in respect of an Indemnified Material Adverse Effect. Any claim for indemnification in respect of an Indemnified Material Adverse Effect shall not be a Claim for the purposes of this Agreement and it is agreed that the limitations, obligations and restrictions in Schedule 3 applicable to other indemnified matters shall not apply to any claim for indemnification in respect of an Indemnified Material Adverse Effect other than paragraph 13 of Schedule 3 which shall be applicable and Clause 36 shall not apply to any claim for indemnification in respect of an Indemnified Material Adverse Effect. The Purchaser shall use reasonable efforts to mitigate the Indemnified Material Adverse Effect provided that the cost of taking such steps shall be taken into account in determining the quantum of any diminution in value.

24.	PURCHASER'S WARRANTIES

24.1	The Purchaser (on behalf of itself and the Designated Purchasers) warrants to the Unilever Parents (for themselves and on trust for the Share Sellers and the Business Sellers) as at the date of this Agreement that:

(A)

each of the Purchaser and the Purchaser's Guarantor has the requisite power and authority to enter into and perform this Agreement and the other documents specified in this Agreement which are to be executed by the Purchaser (or any other member of the Purchaser's Group) at Completion (the " Purchaser's Completion Documents ");

(B)

this Agreement constitutes and the Purchaser's Completion Documents will, when executed by the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), constitute binding obligations of the Purchaser, the Purchaser's Guarantor or any other member of the Purchaser's Group (as the case may be) in accordance with their respective terms;

(C)

the execution and delivery of, and the performance by the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), of their obligations under, this Agreement and the Purchaser's Completion Documents will not:

(i)

violate, breach, conflict with, constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification, payment or acceleration) under (a) any provision of the certificate of incorporation and bylaws of the Purchaser, the Purchaser's Guarantor or member of the Purchaser's Group (as the case may be), or (b) any applicable laws and regulations;

(ii)

violate, breach, conflict with, constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification, payment or acceleration) under any material contract, agreement, indenture, franchise, mortgage, deed of trust, lease, license or other instrument to which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be), is a party or by which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is bound;

(iii)

result in a breach of any order, judgment or decree of any court, governmental agency or regulatory authority to which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is a party or by which the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) is bound; or

(iv)

save as contemplated by this Agreement, require the Purchaser, the Purchaser's Guarantor or any member of the Purchaser's Group (as the case may be) to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity which has not been obtained or made at the date of this Agreement and is in full force and effect;

(D)

the Purchaser at Completion will have immediately available on an unconditional basis the necessary cash resources to pay the Initial Cash Consideration in accordance with this Agreement and meet its other obligations under this Agreement and the Purchaser's Completion Documents; and

(E)

each Designated Purchaser is, and will at and immediately after Completion be, a member of the Purchaser's Group.

25.	PURCHASER'S UNDERTAKINGS

25.1

The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights against and shall not make any claim against any employee, director, agent, officer or adviser of any member of the Unilever Group on whom it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein.

25.2

The Purchaser undertakes on behalf of itself and each member of the Purchaser's Group (and without prejudice to the confidentiality agreement referred to in Clause 42.4) that, subject to Clause 42.2, each member of the Purchaser's Group will treat as strictly confidential and not disclose to any person (other than any employee, director, officer or adviser of the Purchaser, other members of the Purchaser's Group or any employee, director, officer or adviser of any other member of the Purchaser's Group on a confidential basis) any Unilever Confidential Information. The Purchaser acknowledges that, save as otherwise provided in this Agreement, any future use of Unilever Confidential Information is without representation, warranty or liability on the part of any member of the Unilever Group.

25.3

The Purchaser shall procure that, for a period of 12 months after Completion, each Company and the Business shall prepare, where reasonably requested to do so by the Unilever Parents and subject to reimbursement by the Unilever Parents of all reasonable expenses of the Companies or the Business incurred in connection with the preparation of the same, financial data in relation to all periods beginning prior to Completion and ending prior to, on or after Completion required for financial accounts, management accounts or statutory accounts and any data to the extent strictly required for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority or under any applicable law, rule or regulation which shall each be delivered to the Unilever Parents as soon as reasonably practicable following the relevant request.

25.4	[RESERVED]

25.5	[RESERVED]

25.6

In addition to any liabilities assumed under Clause 14.2, the Purchaser hereby undertakes to the Unilever Parents that it will (on behalf of the relevant Designated Purchaser) indemnify the relevant Business Seller or Share Seller against all amounts payable by any member of the Unilever Group in respect of volume or turnover related customer rebates and any other customer rebates that relate in whole or in part to the period immediately after the Completion Time, as calculated in accordance with Clause 25.7.

25.7	The amount payable by the Purchaser pursuant to Clause 25.6 shall be calculated as follows:

(A)

in respect of volume or turnover related customer rebate arrangements, by calculating the volume of the sales or purchases or, as the case may be, turnover made in the period to which the rebate arrangement relates after the Completion Time and then multiplying the ratio of the volume of the sales or purchases or, as the case may be, turnover after Completion Time to the total volume of sales or purchases or, as the case may be, turnover in the relevant period by the total amount due; and

(B)

in respect of all other customer rebate arrangements, on time basis by calculating the number of days in the period to which the rebate arrangement relates after the Completion Time and then by multiplying the ratio of the number of days in the period after the Completion Time to the total number of days in the relevant period by the total amount due.

26.	UNILEVER PARENTS' UNDERTAKINGS

26.1

Each Unilever Parent undertakes that it shall not, and shall procure that each other member of the Unilever Group shall not for as long as it remains such a member within two years from the Completion Date, solicit or entice away from the employment of any member of the Purchaser's Group any Key Personnel without the prior written consent of the Purchaser, other than any Key Personnel whose employment with the relevant member of the Purchaser's Group has then ceased or who has received notice terminating such employment or intentionally assist any person to do any of the foregoing things.

26.2	The Unilever Parents undertake to carry out the Pre-Sale Reorganisation as soon as reasonably practicable following the signing of this Agreement and in any event so as to be completed prior to Completion.

27.	RESTRICTIONS ON PURCHASER

27.1

The Purchaser undertakes to each of the Unilever Parents that it shall not, and shall procure that each member of the Purchaser's Group shall not (for so long as it remains such a member), within 18 months of the Completion Date solicit or endeavour to entice away from the employment of any member of the Unilever Group any Senior Unilever Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than:

(A)

any Senior Unilever Group Employee whose employment with the relevant member of the Unilever Group has then ceased or who has given (or received) notice terminating such employment;

(B)

any Senior Unilever Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Unilever Group Employee;

(C)

any Senior Unilever Group Employee who has, of his or her own accord, approached any member of the Seller Group in connection with such any Senior Unilever Group Employee being employed by a member of the Seller Group; or

(D)

as expressly provided for by the provisions of Clause 20 (Employees).

27.2

Each Unilever Parent undertakes to the Purchaser that it shall not, and shall procure that each member of the Unilever Group shall not (for so long as it remains such a member), within eighteen months of the Completion Date, solicit or endeavour to entice away from the employment of any member of the Purchaser’s Group any Senior Purchaser Group Employee and shall not intentionally assist any person to do any of the foregoing things, other than:

(A)

any Senior Purchaser Group Employee whose employment with the relevant member of the Purchaser’s Group has then ceased or who has given (or received) notice terminating such employment;

(B)

any Senior Purchaser Group Employee who has responded independently to a published general recruitment advertisement not specifically directed at such Senior Purchaser Group Employee;

(C)

any Senior Purchaser Group Employee who has, of his or her own accord, approached any member of the Unilever Group in connection with any such Senior Purchaser Group Employee being employed by a member of the Seller Group; or

(D)

as expressly provided for by the provisions of Clause 20 (Employees).

28.	PROVISION RELATING TO RESTRICTIONS

Each undertaking contained in Clauses 25, 26 and 27 shall be construed as a separate undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to bind the Unilever Parents and/or the Purchaser as the case may be.

29.	INTELLECTUAL PROPERTY

29.1	The Purchaser acknowledges and agrees on behalf of itself and each member of the Purchaser's Group that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in or to, nor constitute any licence of, any of the Unilever Marks.

29.2	Subject to Clauses 29.3 and 29.4, the Purchaser shall not, and shall procure that members of the Purchaser's Group shall not, with effect from Completion:

(A)

carry out any advertising, marketing, promotional or sales activities which refer in any way whatsoever to the term “ SARA LEE ” (or any substantially or confusingly similar term) in relation to the Business; or

(B)

order any packaging, labels or advertising, marketing, promotional or sales literature or other materials (including finished goods) bearing the term “ SARA LEE ” (or any substantially or confusingly similar term) in relation to the Business.

29.3

Subject to Clause 29.4, the Purchaser shall and shall procure that all members of the Purchaser's Group shall, as soon as reasonably practicable after Completion (and in any event by the dates set out in, and in accordance with the provisions of, Schedule 15) cease all use of the term " Sara Lee " or " SL " (or any substantially or confusingly similar terms) in relation to the Business and shall remove any trade or service name or mark, business name, logo, symbol or domain name related to or incorporating the term " Sara Lee " or " SL " (or any substantially or confusingly similar term) from the properties and assets of any member of the Purchaser's Group or destroy any unused packaging, labels or advertising marketing, promotional or sales literature, other materials or products on which the term " Sara Lee " or " SL " (or any substantially or confusingly similar term) is used and certify to the Unilever Parents that such destruction has occurred.

29.4	To the extent that any run-off products or finished goods bearing the term “ SARA LEE ” or “ SL ” are manufactured or marketed by a member of the Sara Lee Group or a third party and provided to the Purchaser for sale or disposal:

(A)

the Purchaser shall and shall procure that all members of the Purchaser's Group shall use all commercially reasonable efforts to sell or dispose of such products or goods promptly (taking into account the Business Stocks to be acquired by the Purchaser at Completion and the stocks to be purchased following Completion under the Supply Agreement) after Completion (such sale or disposal to be completed in any event before the relevant dates set out in Schedule 15); and

(B)

the Purchaser shall not and shall procure that members of the Purchaser's Group shall not, with effect from Completion, make any changes to any such products or goods (including their advertising, marketing, promotional or sales literature and other materials bearing the term “ SARA LEE ” or “ SL ” or any trade or service name or mark, business name, logo or symbol incorporating the term “ SARA LEE ” or “ SL ”).

29.5

The Purchaser acknowledges that Zetra BV owns rights in the Zetra Sanex Marks. The Unilever Parents shall use reasonable endeavours to procure the transfer of the Zetra Sanex Marks from Zetra BV to the Unilever Parents as soon as reasonably practicable. In the event Zetra BV transfers any of its rights in the Zetra Sanex Marks to the Unilever Parents, the Unilever Parents undertake, as soon as reasonably practicable, to assign such rights to the Purchaser. In the event of any such assignment, the Purchaser shall be responsible for recording the assignment (and any associated costs) from the Unilever Parents to the Purchaser at the appropriate intellectual property registries.

29.6	The Purchaser shall, with effect from Completion, procure the grant to the Unilever Group of:

(A)

a non-exclusive, perpetual, world-wide, assignable (in whole or in part), irrevocable, royalty-free licence (with the right to sub-license) to use any (i) unregistered Intellectual Property included in the Company IP or Business IPR or (ii) know-how (including, without limitation, the Specifications and any other know-how relating to the Business Moulds but excluding trade marks) in each case owned by a member of the Purchaser's Group which has been used in the six months prior to Completion in relation to the business acquired by members of the Unilever Group from Sara Lee pursuant to the terms of the Sara Lee SPA, excluding for the avoidance of doubt any such rights which have been used exclusively in the six months prior to Completion in the Sanex Perimeter; and

(B)

a non-exclusive, perpetual, world-wide, assignable (in whole or in part), irrevocable, royalty-free licence (with the right to sub-license) to use the Specified IP.

29.7

The Purchaser shall not and shall procure that members of the Purchaser's Group shall not assign, transfer, charge or dispose in any way of any of their rights or benefits or obligations or burdens under the licence granted in Clause 29.6(B) without the prior written consent of the Unilever Parents.

29.8

Any improvements on, modifications of or enhancements to the Specified IP created or developed by or on behalf of a member of the Unilever Group following Completion shall vest in the relevant member of the Unilever Group and nothing in this Agreement shall operate to grant the Purchaser, and the Purchaser shall not obtain, any rights in or in relation to any such improvements, modifications or enhancements.

29.9

(A)

In the event that either party becomes aware that any infringement or unauthorised use of any of the Specified IP is occurring, threatened or likely, that party shall notify the other. The Purchaser may, in its sole discretion, take any legal action against the relevant infringer or unauthorized user, in which case the Unilever Group shall, at the Purchaser’s reasonable request, provide reasonable cooperation in providing information and making witnesses available in support of such legal action.

(B)

If for any reason the Purchaser's Group does not bring proceedings against any infringer or unauthorised user of any of the Specified IP within three (3) months of becoming aware of such infringement or unauthorised use, the Purchaser shall lend its name and provide such assistance to the Unilever Parents as they may reasonably request for the purposes of enabling the Unilever Parents or a member of the Unilever Group to bring proceedings if the Unilever Parents so wish against any such infringer or unauthorised user.

(C)

Any award of damages or costs obtained from any such action or proceedings or any sum obtained pursuant to a settlement of any such action or proceedings shall

(i)

in respect of Clause (A), accrue solely to the benefit of the Purchaser, less any reasonable costs incurred by the Unilever Parents in providing any assistance; and

(ii)

in respect of Clause (B), accrue solely to the benefit of the Unilever Parents, less any reasonable costs incurred by the Purchaser in providing any assistance.

29.10

The Purchaser shall, and shall procure that members of the Purchaser's Group shall, with effect from Completion:

(A)

pay all application and renewal fees in respect of any of the registrations or applications for registrations comprised in the Specified IP (save for any registrations that the parties agree to allow to lapse) within three (3) months before such fees are due;

(B)

promptly after payment of such fees, provide documentary evidence to the Unilever Parents showing that such fees have been paid; and

(C)

diligently prosecute any applications for Specified IP that are pending at Completion.

29.11

If, after Completion, a member of the Purchaser's Group owns any Intellectual Property or rights in Information which have, in the six months prior to Completion related exclusively to the Retained Business, the Purchaser shall procure that such Intellectual Property and/or rights in Information are transferred to the Unilever Parents or a company nominated by the Unilever Parents for nominal consideration as soon as practicable after becoming aware of the ownership of such rights.

29.12

If, after Completion, any of the Companies own any Information Technology which has, in the six months prior to Completion, been used in the Retained Business, the Purchaser shall procure that such Information Technology is transferred to the Unilever Parents or a company nominated by them, for nominal consideration, as soon as practicable after becoming aware of such Information Technology.

29.13

The Purchaser shall, with effect from Completion, grant or procure the grant to the Unilever Parents, for the benefit of all members of the Unilever Group, a non-exclusive licence, for a period of six months from Completion, to use " Sanex " as part of the trade mark " Satina von Sanex " in the countries in which a member of the Unilever Group has been using such trade mark in the six months prior to Completion. The Unilever Parents shall, at the expiry of such six month period, either cancel any trade mark registrations for " Satina von Sanex " owned by any member of the Unilever Group or amend any such registration to exclude the word " Sanex " and shall notify the Purchaser of such actions taken by the Unilever Parents.

29.14

The Unilever Parents shall, with effect from Completion, grant or procure the grant to the Purchaser, for the benefit of all members of the Purchaser’s Group, a non-exclusive licence, for a period of six months from Completion, to use the mark “Incosept” on Sanex branded products in Greece and Cyprus. At the end of such six month period the Purchaser shall procure that no member of the Purchaser’s Group uses the mark “Incosept” or any confusingly similar mark in relation to the Business.

29.15

After Completion, this Agreement and the Transitional Services Agreement shall constitute the only agreements relating to Intellectual Property between members of the Unilever Group on the one hand and any of the Companies on the other and any prior arrangements of any nature whatsoever, whether or not in writing, shall be superseded and the Unilever Parents and the Purchaser agree to co-operate to procure the termination of any such agreements after Completion, with effect from Completion.

29.16

The Purchaser shall, assuming appropriate chain of title to the Unilever Group has been established, within a period of six (6) months following Completion, apply to the appropriate intellectual property registries or offices to record the change in ownership of all registered Intellectual Property or applications for registration included within Business IPR and Dutch Transfer IPR.

30.	BOOKS AND RECORDS AND BUSINESS MOULDS

30.1	The Business Sellers shall as soon as is reasonably practicable after Completion transfer ownership of and deliver to the Purchaser originals of all the Books and Records relating exclusively to the Business or the Business Assets excluding:

(A)

any such Books and Records which relate to, or are required by any member of the Unilever Group in order to carry out their obligations in connection with the Transitional Services Agreement and/or the Sale of Products Agreements;

(B)

those Books and Records which any member of the Unilever Group is required by law to retain or which any Business Seller is permitted to retain in accordance with Clause 20;

(C)

all Books and Records of the Business Sellers which contain legally privileged information which is confidential to the Unilever Parents; and

(D)

any Books and Records (other than Books and Records relating exclusively to any of the Companies) relating to Taxation.

30.2

For a period of eight years from Completion (or such longer period as may be required by local law) the Purchaser shall maintain and make available the Books and Records delivered to the Purchaser under this Agreement for inspection and copying by representatives of any Business Seller and its professional advisers during Working Hours on reasonable advance notice and such undertaking as to confidentiality as the Purchaser may reasonably require being given, save that such period shall be 15 years (or such longer period as may be required by local law) in relation to Books and Records which contain any information relating to the occupational health of any Company Employees; provided that the Purchaser may destroy such Books and Records prior to such time periods if it offers such Books and Records to the Unilever Parents for at least 30 days prior to so destroying.

30.3	For the period from Completion until 6 December 2017:

(A)

subject to such undertaking as to confidentiality as the Purchaser may reasonably require being given, each member of the Purchaser's Group shall provide Sara Lee (at Sara Lee's expense) with reasonable access at reasonable times on reasonable advance notice to (and the right to take copies of) any books, accounts, customer lists and records held by it at such time as required to the extent the same relate to the conduct or performance of the Sanex Perimeter during the period prior to 6 December 2010; and

(B)

each member of the Purchaser's Group shall (at Sara Lee's expense) give reasonable assistance to any member of the Sara Lee Group as Sara Lee may reasonably request in relation to any third party proceedings by or against any member of the Sara Lee Group so far as they relate to the Sanex Perimeter, including proceedings relating to employees' claims or Taxation.

30.4

Subject to any provision contained in Schedule 10, for a period of eight years from Completion (or such longer period as may be required by local law), the Unilever Parents shall maintain and make available to the Purchaser any Books and Records (i) relating (but not exclusively relating) to the Sanex Perimeter and (ii) any Books and Records of the type described in Clause 30.1(A) to (D) (inclusive) which contain information which is required by the Purchaser for the purpose of the Business or any Tax or other return in connection with the Business for inspection and copying by representatives of the Purchaser during Working Hours on reasonable advance notice and such undertaking as to confidentiality as either Unilever Parents may reasonably require being given; provided that the Unilever Parents may destroy such Books and Records prior to such time periods if they offer such Books and Records to the Purchaser for at least 30 days prior to so destroying.

30.5

The Unilever Parents shall (at the Purchaser's expense) use all reasonable endeavours to exercise their rights under the Sara Lee SPA to take copies of any information held by Sara Lee in relation to the Sanex Perimeter as soon as reasonably practicable after they have received a request by the Purchaser (acting reasonably) in which the Purchaser specifies the information that it requires.

30.6

(A)

The Unilever Parents shall procure that each Business Seller shall, where reasonably requested to do so by the Purchaser and subject to the reimbursement by the Purchaser of the Business Sellers' reasonable out-of-pocket expenses, assist the Purchaser with the preparation of data reasonably required for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority under any applicable law, rule or regulation and shall provide such reasonable assistance as soon as reasonably practicable and, in any event, within 30 Business Days of the relevant request.

(B)

The Purchaser shall and shall procure that any relevant member of the Purchaser's Group shall, where reasonably requested by the Unilever Parents or any Business Seller and subject to the reimbursement by the Unilever Parents of the reasonable out-of-pocket expenses of the Purchaser or relevant member of the Purchaser's Group, assist the Unilever Parents or, where relevant, the Business Sellers with the preparation of any data reasonably required for the preparation of any information request from any Tax Authority regarding the Taxation affairs of any of the Unilever Parents and/or any of the Business Sellers in respect of the Sanex Perimeter.

(C)

The Unilever Parents shall and shall procure that any relevant member of the Unilever Group shall, where reasonably requested by the Purchaser or any Designated Purchaser and subject to the reimbursement by the Purchaser of the reasonable out-of-pocket expenses of the Unilever Parents or the relevant member of the Unilever Group, assist the Purchaser or, where relevant, the Designated Purchasers with the preparation of any data reasonably required for the preparation of any information request from any Tax Authority regarding the Taxation affairs of the Purchaser and/or any of the Designated Purchasers in respect of the Sanex Perimeter.

30.7

The Purchaser shall, with effect from Completion, procure the grant to the Unilever Group of an irrevocable licence (with the right to sub-license) to use each Business Mould relating to a specific product (or products) from Completion until the date falling six months after the Supply Agreement is terminated in relation to supply of such specific product (or products) and the Purchaser shall not take any action (and shall procure that no member of the Purchaser's Group takes any action) which would reasonably be expected to adversely affect such right of use (including, without limitation, relocating the Business Moulds) without the prior consent of the Unilever Parents (which consent shall not be unreasonably withheld).

31.	MANUFACTURE AND SUPPLY

31.1

The Purchaser agrees to enter into an agreement at Completion which will effect the transfer by novation of the SA Manufacturing Agreement from a member of the Unilever Group to the Purchaser (or designated member of the Purchaser’s Group). If, for whatever reason, the SA Manufacturing Agreement is not transferred at Completion to the Purchaser (or designated member of the Purchaser’s Group), the Unilever Parents shall procure on a pass-through basis the manufacture, packaging and supply to the Purchaser (or any member of the Purchaser's Group) of products under the Sanex mark in South Africa on terms that are consistent with, and until the termination of, the SA Manufacturing Agreement, save that (unless the parties expressly agree otherwise in accordance with the relevant Sale of Products Agreement) the Purchaser (or relevant member of the Purchaser's Group) agrees to pay in cleared funds to the Unilever Parents at least three Business Days before any payment is due by a member of the Unilever Group to Sara Lee under the terms of the SA Manufacturing Agreement an amount equal to such payment plus a mark up of 3.5 per cent.

31.2

The Unilever Parents shall procure the manufacture, packaging and supply of products under the Sanex mark in Indonesia and for supply into Malaysia to the Purchaser (or any member of the Purchaser's Group) (excluding any products which at the date of this Agreement are supplied by a third party pursuant to any Assumed Business Contract or any agreement to which a Company is party) on terms that are terminable by either party on six months' notice in accordance with the terms of the Supply Agreement.

31.3

The Unilever Parents shall procure the manufacture, packaging and supply of products under the Sanex mark in each European Jurisdiction to the Purchaser (or any member of the Purchaser's Group) (excluding any products which at the date of this Agreement are supplied by a third party pursuant to any Assumed Business Contract or any agreement to which a Company is party) for a period of 24 months in accordance with the terms of the Supply Agreement.

31.4	Where any member of the Unilever Group supplies any products under the Sanex mark to the Purchaser (or any member of the Purchaser's Group) pursuant to the Supply Agreement or otherwise:

(A)

the Unilever Parents reserve the right to terminate the manufacture and packaging of any such products at the relevant production facility and to source production from elsewhere provided that:

(i)

subject to (ii), this does not cause a material increase in the price that would be payable by the Purchaser (or relevant member of the Purchaser's Group) for the manufacture, packaging and supply of such products (taken as a whole); and

(ii)

whilst the Purchaser acknowledges that the price payable for the manufacture, packaging and supply of certain products is likely to be higher if the Unilever Parents relocate the production of such products from the facility in Santiga to the facility in Compiegne, the Unilever Parents will use all reasonable endeavours to minimise the amount of any such increase.

(B)

as soon as reasonably practicable after the production of any product has terminated in accordance with the terms of the Supply Agreement:

(i)

the Unilever Parents shall transfer to the Purchaser (or designated member of the Purchaser's Group) all contracts (whether or not relating exclusively to the Sanex Perimeter) pursuant to which any third party supplies raw materials or packaging to the Unilever Group but only to the extent that the same relate to the manufacture and packaging of that product under the Supply Agreement, and the provisions of Clauses 13.3 and 13.4 shall apply mutatis mutandis to the transfer of contracts under this sub-clause save that references to Completion shall be deemed to be references to the date that the supply of that product terminates under the Supply Agreement; and

(ii)

where the product is the Sanex deodorant roll-on units, the Unilever Parents shall procure, at the Purchaser's cost, that the Deodorant Product Line for such units is dismantled (under the supervision of an authorised representative of the Purchaser’s Group) and transported to a location specified by the Purchaser whereupon it shall be owned by the Purchaser (and, for this purpose, the Purchaser shall specify such location to the Unilever Parents no later than five Business Days after the Unilever Parents have requested them to do so).

31.5

As soon as reasonably practicable after the Unilever Parents have acquired ownership of the Bath and Shower Product Line from Sara Lee, the Unilever Parents shall (at their own cost) dismantle (under the supervision of an authorised representative of the Purchaser’s Group) the production line for such units and shall procure, at the Purchaser's cost, that such production line is transported to a location specified by the Purchaser whereupon this production line shall be owned by the Purchaser (and, for this purpose, the Purchaser shall specify such location to the Unilever Parents no later than five Business Days after the Unilever Parents have requested them to do so).

32.	PURCHASER'S GUARANTEE

32.1

The Purchaser's Guarantor hereby unconditionally and irrevocably guarantees to each of the Unilever Parents and each member of the Unilever Group the full, due and punctual performance and observation by the Purchaser (or the relevant member of the Purchaser's Group) of all the Assurances given by the Purchaser or a member of the Purchaser's Group in or pursuant to the terms of this Agreement or any documents entered into hereunder, the Tax Covenant and each other Purchaser's Completion Document, and the Supply Agreement (together, the "Guaranteed Agreements" ). The guarantee under this Clause 32 shall not be released or diminished by any variation of the terms of any Guaranteed Agreement (whether or not such variation is agreed to by the Purchaser's Guarantor) or by any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

32.2

If and whenever the Purchaser (or relevant member of the Purchaser's Group) defaults for any reason whatsoever in the performance of any Assurance given or expressed to be given in or pursuant to the terms of any Guaranteed Agreement the Purchaser's Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and/or satisfy (or procure satisfaction of) the relevant Assurance so that the same benefits shall be conferred on each of the Unilever Parents or the relevant one of them as would have been received if such Assurance had been duly performed and/or satisfied by the Purchaser (or relevant member of the Purchaser's Group).

32.3

This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Assurances of the Purchaser (or relevant member of the Purchaser's Group) referred to in Clause 32.1 above shall have been performed and/or satisfied regardless of the legality, validity or enforceability of any provisions of any Guaranteed Agreement and notwithstanding the winding up, liquidation, dissolution or other incapacity of the Purchaser (or relevant member of the Purchaser's Group) or any change in the status, control or ownership of the Purchaser (or relevant member of the Purchaser's Group). This guarantee is in addition to and without limiting and not in limitation of or substitution for any rights or security which either of the Unilever Parents may now or hereafter have or hold for the performance and observance of the Assurance of the Purchaser (or relevant member of the Purchaser's Group) given in or pursuant to any Guaranteed Agreement.

32.4

As a separate and independent stipulation, the Purchaser's Guarantor agrees that any Assurance expressed to be given by the Purchaser or relevant member of the Purchaser's Group (including, without limitation, any moneys expressed to be payable in respect of any Guaranteed Agreement) which may not be enforceable against or recoverable from the Purchaser (or relevant member of the Purchaser's Group) by reason of any legal limitation, disability or incapacity on or of the relevant Purchaser or any fact or circumstance (other than any limitation imposed by such Guaranteed Agreement) shall nevertheless be enforceable against the Purchaser's Guarantor as though the same had been incurred by the Purchaser's Guarantor and the Purchaser's Guarantor was the sole or principal obligor in respect thereof and/or shall be performed or paid by the Purchaser's Guarantor on demand.

32.5

All sums payable by the Purchaser's Guarantor to either of the Unilever Parents or to any member of the Unilever Group under this Clause 32 shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law, and the provisions of Clauses 33 shall apply mutatis mutandis to any payment made by the Purchaser's Guarantor as contemplated by this Agreement but with any modifications required to give effect to this Clause 32.5.

32.6

If any sum paid by the Purchasers' Guarantor to either of the Unilever Parents or to any member of the Unilever Group under this Clause 32 gives rise to a liability to Tax in the hands of the relevant Unilever Parent or any member of the Unilever Group in an amount which is greater than the liability to Tax that would have arisen in the hands of the relevant Unilever Parent if the Purchaser (or relevant member of the Purchaser's Group) had discharged in full the amount which has given rise to the payment by the Purchasers' Guarantor (the “ Original Obligation ”), then the Purchasers' Guarantor will pay to the relevant Unilever Parent or relevant member of the Unilever Group, in addition to its other obligations under this Clause, such amount as leaves the relevant Unilever Parent or relevant member of the Unilever Group in the same after Tax position as that in which it would have been if the relevant Purchaser had discharged the Original Obligation in full.

33.

PAYMENTS

33.1

Except to the extent otherwise set out in this Agreement, any payment to be made by any party (whether paid on its own behalf or on behalf of the Share Sellers, a Business Seller or a Designated Purchaser, as the case may be), in each case a “ Payer ”, under this Agreement to another party (whether to be received on its own behalf or on behalf of the Share Sellers, a Business Seller or a Designated Purchaser, as the case may be), in each case a “ Recipient ”, shall be made in full without any set-off, restriction or condition (whether for or on account of any counterclaim or otherwise) and without, and free and clear of, any deduction or withholding whatsoever (save only as required by law).

33.2

If any deductions or withholdings are required by the law of the jurisdiction of which a Payer is resident or from which it makes a payment under this Agreement to be made from any payment under this Agreement (other than any such deductions or withholdings required to be made as a result of the failure of a Recipient that would otherwise be entitled to an exemption from or reduction of such deductions or withholdings to complete any procedural formalities establishing such Recipient’s entitlement thereto), the Payer shall also be obliged to pay to the Recipient such sum as will, after such deductions or withholdings have been made, leave the Recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make such deduction or withholding (or any deduction or withholding from that further sum due).

33.3	This sub-Clause applies if a Payer makes a payment under Clause 32.5 or Clause 33.2 above (a " Tax Payment ") in favour of a Recipient. In this case, the Unilever Parents and the Purchaser shall procure that:

(A)

the Recipient notifies the Payer if the Recipient obtains a refund of Tax or obtains and uses a credit against Tax on its overall net income (a " Tax Credit ") which the Recipient is able to identify as attributable to that Tax Payment or the deduction or withholding to which it relates;

(B)

the Recipient reimburses to the Payer the amount determined by the Recipient to be the proportion of the refund of Tax or Tax Credit that, if it is paid back to the Payer, will leave the Recipient (after that reimbursement) in no better or worse position in respect of its Tax liabilities than it would have been in if no Tax Payment had been required; provided that there will only be an obligation under this paragraph to the extent the Recipient can make the reimbursement without there being, in the opinion of the Recipient, any adverse consequences to the Recipient (other than the reimbursement itself); and

(C)

the Recipient is under no obligation by virtue of this sub-Clause 33.3 to disclose any information regarding its Tax affairs and computations. This sub-Clause 33.3 does not affect the right of the Recipient to arrange its Tax affairs as it thinks fit.

33.4

If a Payer is required to make an increased payment under Clause 33.2 in circumstances where if that payment were made to either another member of the Purchaser’s Group, a Target Company or the Unilever Group (in each case incorporated and resident in the jurisdiction in which the relevant tax liability arose), either no payment or a smaller payment would be required to be made under this Agreement, the Payer shall, if it obtains the prior written consent of the Recipient (not, taking into account all the circumstances, to be unreasonably withheld), be permitted to pay such sum (if any) to either that Target Company or that other member of the Purchaser’s Group or the Unilever Group, as applicable.

33.5

The Unilever Parents (on behalf of itself, the Business Sellers, Share Sellers and all other members of the Unilever Group) and the Purchaser (on behalf of itself, the Designated Purchasers and all other members of the Purchaser’s Group) shall use all reasonable endeavours to evaluate before Completion whether any withholdings or deductions on account of Tax may be required by law to be made from any payments made under the Transitional Services Agreement, the Supply Agreement and the Sale of Products Agreement. If such withholdings and deductions may be required to be made, the parties shall use all reasonable endeavours to restructure the transactions set out in the Transitional Services Agreement, the Supply Agreement and the Sale of Products Agreement so that no, or reduced, withholdings or deductions would have to be made, provided that such restructuring would not prejudice the interests of any member of either the Unilever Group or the Purchaser’s Group.

34.	EFFECT OF COMPLETION

Save as otherwise provided herein, any provision of this Agreement or of any other document referred to herein which is capable of being performed after but which has not been performed at or before Completion and all Warranties contained in or entered into pursuant to this Agreement shall (subject to Schedule 3) remain in full force and effect notwithstanding Completion.

35.	JOINT AND SEVERAL LIABILITY AND CAPACITY OF THE UNILEVER PARENTS AND THE PURCHASER

35.1	The obligations of the Unilever Parents under this Agreement are joint and several.

35.2	If any liability of one of the Unilever Parents is, or becomes, illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the other of the Unilever Parents under this Agreement.

35.3	Save as expressly provided in this Agreement, any obligation of the Unilever Parents under this Agreement to take any action shall be satisfied by any member of the Unilever Group taking such action. Any right of the Unilever Parents under this Agreement may be exercised by either of them.

35.4	The undertakings given by the Purchaser to, and agreements made by the Purchaser with, the Unilever Parents in this Agreement are given and made to and with the Unilever Parents for themselves and as trustees for the Share Sellers or the relevant Business Seller.

35.5	The undertakings given by the Unilever Parents to, and agreements made by the Unilever Parents with, the Purchaser in this Agreement are given and made to and with the Purchaser for itself and as trustee for the relevant Designated Purchaser.

36.	REMEDIES, WAIVERS AND INDEMNIFICATION

36.1

No delay or omission on the part of any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall impair such right, power or remedy or operate as a waiver thereof or preclude its exercise at any subsequent time.

36.2	The single or partial exercise of any right, power or remedy provided under this Agreement or any document referred to in it shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

36.3	The rights and remedies of each party under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under general law.

36.4

Upon any person (the "Indemnified Person" ) becoming aware of any assessment, claim, action or demand of a third party (a "Third Party Claim" ) against it which gives rise to any claim for indemnification under this Agreement (not including, for the avoidance of doubt, the Tax Covenant), the Indemnified Person shall:

(A)

as soon as practicable notify the person from whom indemnification is sought (the "Indemnifying Party" ) by written notice as soon as it appears to the Indemnified Person that any Third Party Claim received by or coming to the notice of the Indemnified Person may result in a claim for indemnification;

(B)

subject to the Indemnifying Party indemnifying the Indemnified Person against any liability, cost, damage or expense which may be incurred thereby, take such action and give such information and access to personnel, premises, chattels, documents and records to the Indemnifying Party and their professional advisers as the Indemnifying Party may reasonably request and the Indemnifying Party shall be entitled to require any relevant company (being a member of the Purchaser's Group where the Indemnified Person is a member of the Purchaser's Group or a member of the Unilever Group where the Indemnified Person is a member of the Unilever Group) to take such action and give such reasonable information and assistance in order to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim in respect thereof or adjudication with respect thereto;

DELAWARE	13-1815595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 Park Avenue, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Large accelerated filer T	Accelerated filer £
Non-accelerated filer £	Smaller reporting company £

Class		Shares Outstanding		Date
Common stock, $1.00 par value		488,893,996		March 31, 2011

	Three Months Ended March 31,
	2011		2010
Net sales	$	3,994	$	3,829
Cost of sales		1,663		1,561
Gross profit		2,331		2,268
Selling, general and administrative expenses		1,404		1,355
Other (income) expense, net		12		235
Operating profit		915		678
Interest expense, net		16		16
Income before income taxes		899		662
Provision for income taxes		292		275
Net income including noncontrolling interests		607		387
Less: Net income attributable to noncontrolling interests		31		30
Net income attributable to Colgate-Palmolive Company	$	576	$	357
Earnings per common share, basic	$	1.17	$	0.71
Earnings per common share, diluted	$	1.16	$	0.69
Dividends declared per common share*	$	1.11	$	0.97

	March 31, 2011			December 31, 2010
Assets
Current Assets
Cash and cash equivalents	$	686		$	490
Receivables (net of allowances of $53 in each period)		1,787			1,610
Inventories		1,331			1,222
Other current assets		470			408
Total current assets		4,274			3,730
Property, plant and equipment:
Cost		7,353			7,160
Less: Accumulated depreciation		(3,619	)		(3,467	)
		3,734			3,693
Goodwill, net		2,411			2,362
Other intangible assets, net		832			831
Deferred income taxes		101			84
Other assets		579			472
Total assets	$	11,931		$	11,172

Liabilities and Shareholders’ Equity
Current Liabilities
Notes and loans payable	$	41		$	48
Current portion of long-term debt		597			561
Accounts payable		1,181			1,165
Accrued income taxes		402			272
Other accruals		2,061			1,682
Total current liabilities		4,282			3,728

Long-term debt		3,166			2,815
Deferred income taxes		159			108
Other liabilities		1,733			1,704

Shareholders’ Equity
Common stock		733			733
Additional paid-in capital		1,156			1,132
Retained earnings		14,360			14,329
Accumulated other comprehensive income (loss)		(1,941	)		(2,115	)
		14,308			14,079
Unearned compensation		(79	)		(99	)
Treasury stock, at cost		(11,810	)		(11,305	)
Total Colgate-Palmolive Company shareholders’ equity		2,419			2,675
Noncontrolling interests		172			142
Total shareholders’ equity		2,591			2,817
Total liabilities and shareholders’ equity	$	11,931		$	11,172

	March 31, 2011		December 31, 2010
Raw materials and supplies	$	315	$	295
Work-in-process		52		50
Finished goods		964		877
Total Inventories	$	1,331	$	1,222

	Colgate-Palmolive Company Shareholders’ Equity																	Noncontrolling Interests
	Common Stock		Additional Paid-in Capital			Unearned Compensation			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2010	$	733	$	1,132		$	(99	)	$	(11,305	)	$	14,329		$	(2,115	)	$	142
Net income													576						31
Other comprehensive income, net of tax																174			1
Dividends													(545	)					(2	)
Stock-based compensation expense				38
Shares issued for stock options				11						49
Treasury stock acquired										(580	)
Other				(25	)		20			26
Balance, March 31, 2011	$	733	$	1,156		$	(79	)	$	(11,810	)	$	14,360		$	(1,941	)	$	172

	Three Months Ended
	March 31, 2011						March 31, 2010
	Colgate-Palmolive Company		Noncontrolling interests		Total		Colgate-Palmolive Company			Noncontrolling interests		Total
Net income	$	576	$	31	$	607	$	357		$	30	$	387

Other comprehensive income, net of tax:
Cumulative translation adjustment		120		1		121		(33	)	—			(33	)
Retirement Plan and other retiree benefit adjustments		14	—			14		11		—			11
Other		40	—			40		(13	)	—			(13	)
Total Other comprehensive income (loss), net of tax	$	174	$	1	$	175	$	(35	)	$	—	$	(35	)

Comprehensive income	$	750	$	32	$	782	$	322		$	30	$	352

	Pension Benefits												Other Retiree Benefits
	United States						International
	Three Months Ended March 31,
	2011			2010			2011			2010			2011			2010
Service cost	$	7		$	12		$	5		$	5		$	3		$	3
Interest cost		26			24			9			9			11			10
Annual ESOP allocation		—			—			—			—			(1	)		(2	)
Expected return on plan assets		(28	)		(25	)		(7	)		(6	)		(1	)		(1	)
Amortization of transition and prior service costs (credits)		2			1			1			—			2			—
Amortization of actuarial loss		11			11			2			1			5			3
Net periodic benefit cost	$	18		$	23		$	10		$	9		$	19		$	13

	Assets					Liabilities
	Account	Fair Value				Account	Fair Value
Designated derivative instruments		3/31/11		12/31/10			3/31/11		12/31/10
Interest rate swap contracts	Other assets	$	19	$	22	Other liabilities	$	7	$	7
Foreign currency contracts	Other current assets		9		10	Other accruals		15		10
Commodity contracts	Other current assets		3		4	Other accruals		—		—
Total designated		$	31	$	36		$	22	$	17

Derivatives not designated
Foreign currency contracts	Other current assets	$	—	$	—	Other accruals	$	6	$	2
Total not designated		$	—	$	—		$	6	$	2

Total derivative instruments		$	31	$	36		$	28	$	19

Other financial instruments
Marketable securities	Other current assets	$	43	$	74
Available-for-sale securities	Other assets		344		228
Total other financial instruments		$	387	$	302

	2011			2010
	Cross-currency Swap			Cross-currency Swap
Notional Value at March 31,	$	90		$	99
Gain (loss) on instrument		(4	)		6
Gain (loss) on hedged item		4			(6	)

	2011		2010
Beginning balance as of January 1	$	96	$	46
Unrealized gain (loss) on investment		62		(18	)
Purchases during the year		44		—
Ending balance as of March 31	$	202	$	28

	2011			2010			Change
Net sales	$	718		$	753			(4.5	)%
Operating profit	$	192		$	217			(12	)%
% of Net sales		26.7	%		28.8	%	(210		)bps

Three months ended March 31, 2011	Organic Sales Growth (Non-GAAP)	Foreign Exchange Impact	Acquisitions and Divestments Impact	Net Sales Growth (GAAP)
Oral, Personal and Home Care
North America	(5.0%)	0.5%	0.0%	(4.5%)
Latin America	5.0%	4.0%	0.0%	9.0%
Europe/South Pacific	(1.5%)	2.5%	0.0%	1.0%
Greater Asia/Africa	7.5%	4.0%	0.0%	11.5%
Total Oral, Personal and Home Care	1.5%	3.0%	0.0%	4.5%
Pet Nutrition	1.5%	2.0%	0.0%	3.5%
Total Company	1.5%	3.0%	0.0%	4.5%

Three months ended March 31, 2010	Organic Sales Growth (Non-GAAP)	Foreign Exchange Impact	Acquisitions and Divestments Impact	Net Sales Growth (GAAP)
Oral, Personal and Home Care
North America	1.5%	1.5%	0.0%	3.0%
Latin America	14.5%	(4.0%)	0.0%	10.5%
Europe/South Pacific	4.0%	10.5%	0.0%	14.5%
Greater Asia/Africa	8.0%	6.5%	0.0%	14.5%
Total Oral, Personal and Home Care	7.5%	3.0%	0.0%	10.5%
Pet Nutrition	(2.5%)	4.5%	0.0%	2.0%
Total Company	6.0%	3.5%	0.0%	9.5%

Month	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through 31, 2011		1,243,718	$	78.56		1,200,000		15,334,520
February 1 through 28, 2011		3,140,500	$	77.77		2,800,000		12,534,520
March 1 through 31, 2011		2,901,304	$	78.43		2,825,000		9,709,520
Total		7,285,522	$	78.17		6,825,000

Exhibit No.		Description
10-A		Amendment, dated January 13, 2011, to the Colgate-Palmolive Company 2007 Stock Plan for Non-Employee Directors.

10-B		Amendment, dated January 13, 2011, to the Colgate-Palmolive Company 2005 Non-Employee Director Stock Option Plan.

10-C		Business and Share Sale and Purchase Agreement, dated as of March 22, 2011, among Colgate-Palmolive Company, Colgate-Palmolive Europe Sàrl, Unilever N.V. and Unilever PLC.

12		Computation of Ratio of Earnings to Fixed Charges.

31-A		Certificate of the Chairman of the Board, President and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31-B		Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32		Certificate of the Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.

101		The following materials from Colgate-Palmolive Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

	COLGATE-PALMOLIVE COMPANY
	(Registrant)

	Principal Executive Officer:

April 28, 2011	/s/ Ian Cook
	Ian Cook
	Chairman of the Board, President and Chief Executive Officer

	Principal Financial Officer:

April 28, 2011	/s/ Dennis J. Hickey
	Dennis J. Hickey
	Chief Financial Officer

	Principal Accounting Officer:

April 28, 2011	/s/ Victoria L. Dolan
	Victoria L. Dolan
	Vice President and Corporate Controller

49.	JURISDICTION	77

50.	AGENTS FOR SERVICE OF PROCESS	77

51.	LANGUAGE	78

Schedule 1 (Completion Arrangements)		79

Schedule 2 (The Warranties)		83

Schedule 3 (Limitations on Liability)		96

Schedule 4 (Completion Stock Amount Statement)		103

Schedule 5 (Basic information concerning the French Company)		107

Schedule 6 (Consideration)		108

Schedule 7 (Pensions)		110

Schedule 8 (Employees)		118

Schedule 9 (Awareness)		119

Schedule 10 (VAT)		120

Schedule 11 (Basis of preparation of the Accounts, the Half Year Accounts and Target Completion Stock Amount)		122

Schedule 12 (Designated Sellers)		123

Schedule 13 (Key Personnel)		126

Schedule 14 (Pre-Sale Reorganisation)		127

Schedule 15 (Use of the SARA LEE name)		129

Name of party	Address	Facsimile number

Unilever N.V.	Weena 455, 3013 AL Rotterdam, The Netherlands	+31 10 217 4287

For the attention of:	Chief Legal Officer

Unilever PLC	Unilever House, Blackfriars, London EC4P 4BQ, United Kingdom	+44 20 7822 6536

For the attention of:	Chief Legal Officer

Purchaser	Colgate-Palmolive Europe Sarl 13-15 Cours de Rive, Geneva, 1024, Switzerland

For the attention of:	Peter Graylin	+44 22 722 0707

With a copy to:	Wachtell, Lipton, Rosen and Katz, 51 West 52 nd St., New York NY 10019 Attention: Joshua R. Cammaker	+212 403 2331

Purchaser's Guarantor	Colgate-Palmolive Company 300 Park Avenue, New York, NY 10022

For the attention of:	Mr. Andrew D. Hendry Senior Vice President, General Counsel and Secretary	+212 310 3754

With a copy to:	Wachtell, Lipton, Rosen and Katz, 51 West 52 nd St., New York NY 10019 Attention: Joshua R. Cammaker	+212 403 2311

Name of Party		Agent

Unilever N.V.		Unilever PLC Unilever House Blackfriars London EC4P 4BQ United Kingdom

Attention:		Chief Legal Officer

Colgate-Palmolive Europe Sarl		Ashurst Broadwalk House 5 Appold St., London EC2A 2HA United Kingdom

Colgate-Palmolive Company		Ashurst Broadwalk House 5 Appold St., London EC2A 2HA United Kingdom

“Environmental Consents”		means any registration, permit, licence, authorisation, approval or consent required under Environmental Laws for the carrying on of the Sanex Perimeter or the use of, or any activities or operations carried out at, any Relevant Property;

“Environmental Laws”		means all international, European Union, national, state, federal, regional or local laws (including common law, statute law, civil and criminal law) and binding statutory guidance which are in force and binding at the date of this Agreement, to the extent that they relate to Environmental Matters;

“Environmental Matters”		means all matters relating to the pollution, protection, maintenance, restoration or replacement of the Environment and all matters in relation to human health and safety (but excluding matters in relation to product liability);

“Relevant Property”		means any real property owned or occupied, or that was owned or occupied within the period of 36 months prior to the date of this Agreement, by (i) a Company or (ii) a member of the Unilever Group used in connection with the Business;

Date		Completion Time
	Local currency	€'000
Completion Stock Amounts		0

Sara Lee Household and Body Care France SAS

Registered number:		708 202 718 RCS BOBIGNY

Date of incorporation:		26 May 1970

Address of registered office:		Paris Nord II - Le Rimbaud 22 Avenue des Nations 93420 Villepinte France

Class of company:		Société par Actions Simplifiée (Simplified Stock Company)

Registered share capital		Euro 40,238,644.44

Directors:

Full name		Nationality

Mr. Pascal LECHANOINE		French

Secretary:		None

Accounting reference date:		30 June

Auditors:		Mr. Christophe MAURIN 6, rue Crevaux 75116 Paris France

"Jubilee Plan"		means a Plan under which a Retirement Benefit is awarded or payable on the completion of a specified period of service;

"Past Service"		means in relation to the following categories of Relevant Plan, the following respective periods of service of the Employee in question:

		· Total Service Transferring - all service prior to the Completion Date, including for the avoidance of doubt all service prior to the Sara Lee Completion Date;

		· Unilever ex. Sara Lee Service Transferring - all service on and after the Sara Lee Completion Date and prior to the Completion Date;

		· Service Non-Transferring - all service on and after the Sara Lee Completion Date and prior to the Completion Date provided that for the purpose of paragraph 1.1 the Purchaser's obligation shall be reduced to the extent a benefit remains to be provided by the Relevant Plan;

		· Dutch Assumed Liabilities - all service prior to the Completion Date, including for the avoidance of doubt all service prior to the Sara Lee Completion Date; and

		· Welfare Plan - no period applies, because, for the avoidance of doubt, all benefits provided by the Relevant Plan are considered to be in respect of ongoing service;

"Plan"		means any scheme, plan, promise or other written arrangement, whether funded or unfunded, and whether established under trust or otherwise;

"Protection Period"		means the period of three years from (and including) the Completion Date;

"Purchaser's Plan"		means a Plan provided by a member of the Purchaser's Group whether or not a Relevant Plan;

"Relevant Plan"		means any Plan providing Retirement Benefits which is listed in Annex I and which is identified as a Relevant Plan or, if the context so requires, the trustees or managers of any such Plan. For the avoidance of doubt, this includes Jubilee Plans; the Relevant Plans are listed in Annex I under the following categories:

		"Total Service Transferring" : a Plan sponsored by a member of the Unilever Group which provides benefits which relate to service with (i) a member of the Sara Lee Group and (ii) a member of the Unilever Group, and where the liabilities under the Plan do transfer to a Plan sponsored by a member of the Purchaser's Group;

		"Unilever ex. Sara Lee Service Transferring" : a Plan sponsored by a member of the Unilever Group which provides benefits which relate to service with a member of the Unilever Group but which does not provide any benefits which relate to service with a member of the Sara Lee Group, and where the liabilities under the Plan do transfer to a Plan sponsored by a member of the Purchaser's Group;

		"Service Non-Transferring" : a Plan sponsored by a member of the Unilever Group which provides benefits that relate to service with a member of the Unilever Group but which does not provide any benefits which relate to service with a member of the Sara Lee Group, and where the liabilities under the Plan do not transfer to a Plan sponsored by a member of the Purchaser's Group;

		"Dutch Assumed Liabilities" : the liability to provide, in respect of the Employees who are members of any plan or plans which are part of the Stichting Pensioenfonds Sara Lee Nederland immediately before the Completion Date, benefits in respect of service prior to the Completion Date by reference to unconditional wage indexation, to the extent such benefits exceed those payable under such plan or plans; and

		"Welfare Plan" : a Plan which provides benefits that relate to death or disability;

"Retirement Benefits"		means all or any pension, lump sum, gratuity, payment of costs (including medical, dental or other healthcare costs), award or other like benefit provided or to be provided:

		· on or after retirement;

		· on death;

		· on or after termination of employment;

		· on or in connection with disability; or

		· on the completion of a specified period of service; and

"Sara Lee Completion Date"		means 6 December 2010.

Name of plan	Current sponsoring company	Funded/Unfunded/Insured	Category of Relevant Plan
Belgium
Unilever Belgium Pension Fund “Union” OFP - Reglement van het Vaste Bijdragen plan (DC)	Unilever Belgium N.V.	Funded	Service Non-Transferring
Sara Lee Jubilee Plan (DB)	Unilever Belgium N.V.	Unfunded	Total Service Transferring
Denmark
Blum Ø ller ApS section of Unilever Danmark A/S pension insurance with Nordea Liv & Pension (DC)	Blum Ø ller ApS	Funded	Service Non-Transferring
Sara Lee Jubilee Plan (DB)	Blum Ø ller ApS	Unfunded	Total Service Transferring
Kollektiv ulykkesforsikring (udvidet) (Injury Insurance Plan)	Blum Ø ller ApS	Insured	Welfare Plan
Gruppelivsaftale nr. 98429 Unilever Danmark A/S & a/s blumoller (Life Insurance Plan)	Blum Ø ller ApS	Insured	Welfare Plan
France
French Retirement Indemnities, “Indemnitiés de fin de carrière” (IFC) (DB)	Sara Lee Household and Body Care France SAS	Unfunded	Total Service Transferring
Collective plans, including: (a) IRREP & IRPVRP for Sales employees (VRP) (DC); and (b) ARRCO & AGIRC for all other employees (DC)	Sara Lee Household and Body Care France SAS	Funded	Service Non-Transferring
Sara Lee Jubilee Plan (DB)	Sara Lee Household and Body Care France SAS	Unfunded	Total Service Transferring
Régime de prévoyance décès incapacité invalidité	Sara Lee Household and Body Care France SAS	Insured	Welfare Plan
Germany
Versorgungsordnung Sara Lee Household and Body Care Deutschland GmbH (DB)	Unilever Deutschland GmbH or Unilever Deutschland Supply Chain Services GmbH	Unfunded	Total Service Transferring
Sara Lee Jubilee Plan (DB)	Unilever Deutschland GmbH or Unilever Deutschland Supply Chain Services GmbH	Unfunded	Total Service Transferring
Greece
Unilever SPS (DB)	Sara Lee Hellas M.E.P.E.	Funded	Unilever ex. Sara Lee Service Transferring
Sara Lee Jubilee Plan (DB)	Sara Lee Hellas M.E.P.E.	Unfunded	Total Service Transferring

1 Jurisdiction	2 Share Seller	3 Shares/Target Companies
France	Body Care France Holdings SAS	100% of the shares of the French Company
Netherlands	Unilever Nederland Holdings BV	100% of the shares of the Dutch Company
Denmark	Unilever Danmark Holding ApS	100% of the shares of the Danish Company

1 Jurisdiction	2 Business Seller	3 Business
Belgium	Unilever Belgium N.V.	The part of the Business held by this Business Seller
Greece	Sara Lee Hellas M.E.P.E.	The part of the Business held by this Business Seller
Hungary	Unilever Magyarország Kereskedelmi Kft	The part of the Business held by this Business Seller
Indonesia	PT. Sara Lee Body Care Indonesia Tbk	The part of the Business held by this Business Seller
Italy	Sara Lee Body Care Italy S.r.l.	The part of the Business held by this Business Seller
Kenya	Unilever Kenya Limited	The part of the Business held by this Business Seller
Malaysia	Unilever (Malaysia) Holdings Sdn Bhd	The part of the Business held by this Business Seller
Netherlands	Unilever NV	The part of the Business held by this Business Seller
Netherlands	Unilever Nederland BV	The part of the Business held by this Business Seller
South Africa	Unilever South Africa (Proprietary) Limited	The part of the Business held by this Business Seller
Spain	Unilever HPC Industrial Espana	The part of the Business held by this Business Seller
Spain	Unilever Espana SA	The part of the Business held by this Business Seller
UK	Unilever UK Limited	The part of the Business held by this Business Seller

“Other Jurisdiction”		means any jurisdiction other than one which is set out in the table in Schedule 15 of this Agreement;

“Repacking”		means, in respect of a Run-Off Product, the benefit of a third party repacking service;

“Run-Off Product”		means any run-off product or finished good bearing the term “SARA LEE” or “SL” that is manufactured or marketed by a member of the Sara Lee Group or a third party and provided to the Purchaser for sale or disposal; and

“SU”		means a sourcing unit or factory; and

“Third Party”		is a supplier of run-off products or finished goods bearing the term “SARA LEE” or “SL” that are manufactured or marketed by a person other than a member of the Sara Lee Group and provided to the Purchaser for sale or disposal.

Country	Sourcing	6 Dec 2011	28 Feb 2012	30 March 2012	30 April 2012	30 May 2012
UK/IR	SU Slough
	SU Santiga
	3rd Party
	Repacking
FR	SU Slough
	SU Santiga
	3rd Party
	Repacking
SP/PT	SU Slough
	SU Santiga
	3rd Party
	Repacking
BNLX	SU Slough
	SU Santiga
	3rd Party
	Repacking
IT	3rd Party
GR	SU Slough
GR	SU Santiga
DK	SU Slough
	SU Santiga
	SU Odense
	3rd Party
	Repacking
HU	SU Santiga
	3rd Party
	Repacking
IND	SU Jakarta
MY	SU Jakarta
MY	3rd Party
SA	SU Jakarta
SA	3rd Party