EXHIBIT 2.1- EXECUTION VERSION

CONFIDENTIAL

TRANSACTION AGREEMENT

between

The Procter & Gamble CoMPANY, as Seller

PARFUMS ROCHAS SAS and Procter & Gamble INTERNATIONAL OPERATIONS SA, as Obligees

and

INTERPARFUMS S.A., as Acquiror

Dated as of

18 March 2015

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EXHIBITS

transaction agreement

This Transaction Agreement (this “ Agreement ”), dated 18 March 2015, is between The Procter & Gamble Company, an Ohio corporation (“Seller”), and Interparfums, a French société anonyme (“Acquiror”), as well as Parfums Rochas SAS, a French société par actions simplifiée and Procter & Gamble International Operations SA, Swiss société anonyme (Parfums Rochas SAS and Procter & Gamble International Operations SA are hereinafter referred to as “Obligees”).

RECITALS

1.          Seller is engaged, directly and indirectly through certain of its Subsidiaries, notably including the Obligees, in the Rochas Business.

2.          Seller has determined that it would be appropriate to divest the Rochas Business in the manner contemplated hereby.

3.          Acquiror desires to purchase from Seller, and Seller desires to Convey or cause to be Conveyed to Acquiror, the Acquired Assets, and Acquiror desires to assume from Seller and its Subsidiaries, and Seller desires to assign or cause to be assigned to Acquiror, the Assumed Liabilities, in each case, on the terms and subject to the conditions hereinafter set forth.

Accordingly, the Parties agree as follows:

I.         Purchase and sale

1.01          Sale of Assets . Except as provided in Section 1.06 , effective as of the Closing, Seller will sell, assign, transfer, convey and deliver (“ Convey ”) (or will cause any applicable Subsidiary of Seller to Convey) to Acquiror (or one or more Affiliates of Acquiror), and Acquiror (or one or more Affiliates of Acquiror) will purchase from Seller, or a Subsidiary of Seller, free and clear of any Security Interests other than Permitted Encumbrances, all of Seller’s and its applicable Subsidiaries’ respective right, title and interest in and to all Acquired Assets.

1.02          Assumption of Liabilities . Effective as of the Closing, Seller will assign (or will cause any applicable Subsidiary of Seller to assign) to Acquiror (or one or more Affiliates of Acquiror), and Acquiror (or one or more Affiliates of Acquiror) will assume, perform and fulfill when due and, to the extent applicable, comply with, or will cause any of its Affiliates to assume, perform and fulfill when due and, to the extent applicable, comply with, all of the Assumed Liabilities, in accordance with their respective terms.

1.03          Misallocated Transfers .

(a) If, at any time from and after the Closing, either Party (or any member of the Seller Group or the Acquiror Group, as applicable) discovers that it or any of its Affiliates is the owner of, receives or otherwise comes to possess any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable) or is liable for any Liability that is attributable to any Person that is a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of Assets or assumption of Liabilities from the other Group for value subsequent to the Closing), such Party will promptly Convey, or cause to be Conveyed, such Asset or assign, or cause to be assigned, such Liability to the Person so entitled thereto or responsible therefor (and the relevant Party will cause such entitled Person to accept such Asset or assume, perform and fulfill when due and, to the extent applicable, comply with, such Liability). Prior to any such Conveyance or assignment, such Asset will be held, and related costs with respect thereto will be addressed, in accordance with Section ‎1.06 .

(b) If, at any time as of, from and after the Closing, the contract of employment of any person of the Seller Group who is not a Transferred Employee is, as a result of the transactions contemplated by this Agreement, alleged to have been or deemed transferred, or is alleged or found to have effect after the Closing Date as if originally made with the Acquiror or any member of the Acquiror Group, (i) the Acquiror will, or will cause its applicable Affiliate to, terminate the employment of such individual with the Acquiror Group within no less than six months and (ii) the Seller shall hold harmless the relevant members of the Acquiror’s Group from any loss caused to it as a result thereof, including in connection with any benefits that would be payable in relation to the termination of such person based on a termination by reason of redundancy.

1.04          Acquired Assets . (a) For purposes of this Agreement, “ Acquired Assets ” means all Assets owned or held by any member of the Seller Group that are included in any of clauses (i)-(xii) below or that are otherwise exclusively used or held for exclusive use in the Rochas Business, in each case whether now existing or hereafter acquired prior to the Closing (other than any such Assets that are Conveyed or otherwise disposed of after the date hereof and prior to the Closing not in violation of Section 4.01 ):

(i)          (A) molds, tools (including special and general tools), prototypes, models, equipment, furniture, office equipment and other tangible personal property (1) located at the Rochas Facilities except as set forth in Section 1.04(b)(i) of the Seller Disclosure Letter or (2) exclusively used or held for exclusive use in the Rochas Business and (B) the items listed on Section 1.04(a)(i) of the Seller Disclosure Letter;

(ii)         all Real Property Interests in the land and facilities listed on Section 1.04(a)(ii) of the Seller Disclosure Letter, together with the improvements, structures and fixtures located thereon (the “ Rochas Facilities ”);

(iii)        all Rochas Contracts, including all interests, rights, claims and benefits of Seller and any of its Subsidiaries pursuant thereto, and associated therewith;

(iv)        all of the Governmental Approvals that are exclusively used or held for exclusive use in the Rochas Business (the “ Rochas Governmental Approvals ”);

(v)         all Intellectual Property exclusively used in or exclusively relating to the Rochas Business and the Intellectual Property otherwise listed on Section 1.04(a)(v) of the Seller Disclosure Letter, including all goodwill related to any of the foregoing and all rights to sue or recover and retain damages and costs and attorneys’ fees for infringement, misappropriation or other violation of any of the foregoing, whether occurring prior to, on or after the Closing Date (all of the foregoing, the “ Rochas IP Assets ”);

(vi)        (A) all business and employment records exclusively related to the Rochas Business, (B) all of the financial records exclusively relating to the Rochas Business, the Acquired Assets and the Assumed Liabilities that do not form part of the general ledger of Seller or any of its Affiliates, (C) to the extent not publicly available, and within Seller’s possession all prosecution files, histories, certificates, notices and registrations pertaining to the Intellectual Property listed on Section 1.04(a)(v) of the Seller Disclosure Letter, and (D) all other books, records, ledgers, files, documents, correspondence, lists, plats, drawings, photographs, product literature (including historical), advertising and promotional materials, customer lists, supplier lists, customer financial data and information, sales, product and marketing reports, market and market share data, operating, production and other manuals, manufacturing and quality control records and procedures, research and development files, data, data models, reports, surveys, invoices, purchase orders, receipts, engineering drawings, notebooks and logbooks, in all cases whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form, and that in any such case are exclusively related to the Rochas Business (collectively, the “ Rochas Books and Records ”); provided , however , that (1) none of clauses (A) - (D) will include Intellectual Property in any such records, writings or other materials (which is the subject of clause (v) above), (2) Seller will be entitled to retain a copy of the Rochas Books and Records, which will be subject to the provisions of Section 4.07 , (3) neither clause (A) nor (D) will be deemed to include any books, records or other items or portions thereof (w) with respect to which it is not reasonably practicable to identify and extract the portion thereof exclusively related to the Rochas Business from the portions thereof that relate to businesses of Seller other than the Rochas Business, (x) that are subject to restrictions on transfer pursuant to applicable Laws regarding personally identifiable information or Seller’s privacy policies regarding personally identifiable information or with respect to which transfer would require any Governmental Approval under applicable Law, (y) that relate to performance ratings or assessments of employees of Seller or its Affiliates (including performance history, reports prepared in connection with bonus plan participation and related data (other than individual bonus opportunities based on target bonus as a percentage of base salary)), unless such records are required to be transferred to Acquiror under applicable Law, or (z) that relate to any employees who are not Transferred Employees, and (4) in no event will Rochas Books and Records include any Tax records or Tax Returns;

(vii)       the benefits of all prepaid expenses (other than allocated expenses), including prepaid leases and prepaid rentals, in each case to the extent exclusively related to the Rochas Business, including any advertising (including television, print, radio and point of sale) to the extent such advertising has been fully or partially created but not published, broadcasted or delivered prior to the Closing;

(viii)      the marketing intangibles and/or brand equities of the Rochas Business (which will not be deemed to constitute Intellectual Property, which is the subject of clause (v));

(ix)         subject to Section 1.04(a)(v) , all rights to causes of action, lawsuits, judgments, claims and demands arising out of the conduct of or otherwise exclusively related to the Rochas Business to the extent arising after the Closing Date;

(x)          the other Assets identified on Section 1.04(a)(x) of the Seller Disclosure Letter;

(xi)         all Assets in respect of the Rochas Business Acquired Plans, as determined in accordance with Section 1.04(a)(xi) of the Seller Disclosure Letter (the “ Rochas Business Acquired Plan Assets ”), and all Assets expressly allocated to any member of the Acquiror Group pursuant to Article V ; and

(xii)        the right to enforce any entity in the Seller Group’s rights in (A) the confidentiality provisions of any confidentiality, non-disclosure or other similar Contracts that are not otherwise Rochas Contracts to the extent such provisions relate to confidential information of the Rochas Business and (B) any Intellectual Property assignment provisions of any Intellectual Property assignment Contract that is not otherwise a Rochas Contract to the extent such provisions relate to the Rochas IP Assets.

(b)          Notwithstanding Section 1.04(a) or any other provision hereof, the Acquired Assets will not in any event include any of the following Assets (the “ Excluded Assets ”):

(i)          the Assets listed or described on Section 1.04(b)(i) of the Seller Disclosure Letter;

(ii)         the Excluded IP Assets;

(iii)        (A) all Assets in respect of any and all Compensation and Benefit Plans, all Assets corresponding to any Liabilities allocated to Seller or any of its Affiliates or for which Seller is expressly liable pursuant to Article V and all Assets in respect of all other compensation and benefit plans sponsored by the Seller Group, in each case other than the Rochas Business Acquired Plan Assets and (B) any Assets expressly allocated to any member of the Acquiror Group pursuant to Article V ;

(iv)        all accounts receivable of Seller and its Affiliates;

(v)         all cash and cash equivalents (including investments and securities);

(vi)        any tangible property of Seller or its Subsidiaries other than the tangible property described in Section 1.04(a)(i) and Section 1.04(a)(x) ;

(vii)       any furniture, office equipment or personal use Assets of employees, other than Assets transferred pursuant to Section 1.04(a)(i) ;

(viii)      except as set forth in Section 1.04(a)(ix) , all rights to causes of action, lawsuits, judgments, claims, counterclaims or demands of Seller or its Subsidiaries against a party other than Acquiror or its Affiliates to the extent such causes of action, lawsuits, judgments, claims, counterclaims or demands (A) first arose prior to the Closing or (B) are not exclusively related to the Rochas Business;

(ix)         all financial and Tax records relating to the Rochas Business that form part of the general ledger of Seller or any of its Subsidiaries, any work papers of Seller or its Affiliates auditors concerning the Rochas Business and any other Tax records (including accounting records) of Seller or any of its Subsidiaries;

(x)          subject to Section 4.13 , all rights to insurance policies or practices of Seller and its Subsidiaries (including any captive insurance policies, fronted insurance policies, surety bonds or corporate insurance policies or practices, or any form of self-insurance whatsoever), any refunds paid or payable in connection with the cancellation or discontinuance of any such policies or practices and any claims made under such policies;

(xi)         all records prepared by or on behalf of Seller or its Subsidiaries relating to the negotiation of the transactions contemplated by this Agreement and all records prepared by or on behalf of Seller or its Subsidiaries in connection with the potential divestiture of all or a part of the Rochas Business or any other business or Asset of Seller or its Subsidiaries, including (A) proposals received from third parties and analyses relating to such transactions and (B) without limiting Section 4.07 , communications with legal counsel representing Seller or its Affiliates and the right to assert the attorney-client privilege with respect thereto;

(xii)        all rights of Seller or its Affiliates under this Agreement or any Ancillary Agreement and the certificates, instruments and Transfer Documents delivered in connection therewith;

(xiii)       all software owned or used by or licensed to Seller and its Subsidiaries;

(xiv)      any and all Assets of Seller or its Affiliates that are not exclusively used or held for exclusive use in the Rochas Business, except for any Assets that are listed on Section 1.04(a) of the Seller Disclosure Letter as an Acquired Asset; and

(xv)       any and all Assets that are expressly contemplated by this Agreement as Assets to be retained by Seller or any other member of the Seller Group.

1.05          Rochas Liabilities . (a) For the purposes of this Agreement, “ Assumed Liabilities ” will mean, subject to Section 1.05(b) , all Liabilities of Seller and its Affiliates listed below solely to the extent relating to, resulting from or arising out of the ownership or use of the Acquired Assets or the operation or the conduct of the Rochas Business; provided , however , that, except as otherwise expressly set forth below, in no event will the Assumed Liabilities include any Liability to the extent resulting from the ownership or use of the Acquired Assets or the operation or conduct of the Rochas Business prior to the Closing. The Assumed Liabilities are limited to:

(i)          all Liabilities related to the Rochas Business Acquired Plans;

(ii)         all Liabilities for Taxes relating to, resulting from or arising out of the Acquired Assets or the Rochas Business with respect to a Post-Closing Tax Period and all Transfer Taxes;

(iii)        all Liabilities listed on Section 1.05(a)(iii) of the Seller Disclosure Letter;

(iv)        all Liabilities that are provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Acquiror or any other member of the Acquiror Group and all Liabilities of Acquiror or any other member of the Acquiror Group under this Agreement or any Ancillary Agreement, including all Liabilities allocated to or expressly assumed by any member of the Acquiror Group pursuant to Article V ;

(v)         all Liabilities under the Rochas Contracts with respect to performance of the Rochas Contracts after the Closing, in each case other than any Liability to the extent arising out of, relating to or otherwise in respect of any breach, default or violation of or under any Rochas Contract that occurred prior to the Closing;

(vi)        all Liabilities relating to, resulting from or arising out of advertising time and/or space (including television, print, radio and point of sale) to the extent such advertising is exclusively related to the Rochas Business and is published, broadcasted or delivered, or to be published, broadcasted or delivered after the Closing;

(vii)       all Liabilities relating to, resulting from or arising out of trade and consumer promotions, in-store promotions, coupon campaigns, loyalty programs and gift card campaigns with respect to the Rochas Business committed to by Seller or any of its Affiliates prior to the Closing but occurring after the Closing;

(viii)      all Liabilities relating to, resulting from or arising out of product returns, recalls of products of the Rochas Business or fulfilling warranty claims and similar repair and replacement commitments in respect of products of the Rochas Business manufactured, sold or distributed prior to the Closing; and

(ix)         all other Liabilities to the extent relating to, resulting from or arising out of the operation or conduct of the Rochas Business after the Closing.

(b)          Notwithstanding anything to the contrary in this Agreement, any schedule or exhibit hereto or any Ancillary Agreement, the Assumed Liabilities will not include the Excluded Liabilities. The “ Excluded Liabilities ” means all of the Liabilities of the Seller and its Affiliates other than the Assumed Liabilities, including:

(i)          any Liabilities to the extent resulting from the ownership or use of the Acquired Assets or the operation or conduct of the Rochas Business prior to the Closing, except in each case for the Liabilities expressly identified as Assumed Liabilities in Section 1.05(a) ;

(ii)         any Liabilities that result from any Breach of any Rochas Contract assumed by Acquiror that occurred prior to the Closing Date;

(iii)        any Liabilities under any Contracts not assumed by Acquiror under Section 1.04(a) , including any Liabilities arising out of or relating to Seller’s credit facilities or any security interest related thereto;

(iv)        all Liabilities under Compensation and Benefit Plans or relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller's employees or former employees or both, other than those Liabilities assumed by the Acquiror Group pursuant to Section 1.05(a)(i) or 1.05(a)(iv) ;

(v)         all Liabilities to the extent arising out of or relating to or resulting from the ownership or use of any Excluded Asset, except to the extent expressly identified as Assumed Liabilities in Section 1.05(a) ;

(vi)        any Liabilities of Seller or its Affiliates to any Affiliate of Seller or to Seller (in the case of Seller’s Affiliates);

(vii)       any Liabilities of Seller or its Affiliates under this Agreement or any Ancillary Agreement; and

(viii)      all Liabilities for Taxes relating to, resulting from, or arising out of the Acquired Assets or the Rochas Business with respect to a Pre-Closing Tax Period.

(c)          Notwithstanding any other provision hereof, in the event that there are facts, circumstances, actions, inactions, ownership or use of the Acquired Assets, or operation or conduct of the Rochas Business, that constitute Assumed Liabilities as defined above, and that commence or exist prior to the Closing and continue following the Closing that give rise to Liabilities, such Liabilities will constitute Excluded Liabilities to the extent the Liabilities relate to the period prior to the Closing and will constitute Assumed Liabilities only to the extent such additional Liabilities relate to the period from and after the Closing Date and will be apportioned between Seller and Acquiror on that basis. To the extent that there are any material changes in the manner in which the Rochas Business is operated or conducted after the Closing relative to the manner in which the Rochas Business is operated or conducted in the Ordinary Course prior to the Closing, other than (i) as required by applicable Law, (ii) as otherwise expressly provided pursuant to the Rochas Contracts, or (ii) in order to attempt to mitigate damages to the Rochas Business or the Acquiror or its Affiliates attributable to any breach by Seller or any member of the Seller Group of this Agreement or any Ancillary Agreement, if such changes result in any additional Liabilities, such additional Liabilities will be Assumed Liabilities.

(d)          Notwithstanding any other provision hereof, “Excluded Liabilities” will not include claims asserted by Acquiror in respect of the condition of any Acquired Asset that is a tangible Asset (excluding real property), it being understood that the representations set forth in Section 2.06 , Section 2.13(b) or any other representation that could reasonably be interpreted to relate to the condition of such Acquired Assets and Acquiror’s right to indemnification for breaches of such representations under Section 8.02(c) (subject to the limitations set forth in Section 8.07 ) will be Acquiror’s sole remedy in respect of such claims.

1.06          Transfers In Violation of Law or Required Consents . If and to the extent that the valid, complete and perfected Conveyance to Acquiror of any Acquired Asset or to the Seller Group of any Excluded Asset would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the Closing, then, notwithstanding any other provision hereof, such Conveyance will automatically be deferred and will not occur until all legal impediments are removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired Asset or Excluded Asset, as applicable, solely for the economic benefit, insofar as reasonably possible, of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof but only to the extent permitted under applicable Law. The Parties will use their respective Commercially Reasonable Efforts to (a) continue to seek to remove any legal impediments and/or secure any contractual Consents required from third parties necessary to Convey such Asset and (b) develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset, are to inure from and after the Closing to such Person. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement and/or such applicable Ancillary Agreement. The obligations set forth in this Section 1.06 will terminate on the one-year anniversary of the Closing. Nothing in this Section 1.06 will be deemed to constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article VI , including the receipt of the Governmental Approvals. Except as otherwise expressly provided in this Agreement, all costs associated with the Conveyance of any Assets or Employees will be borne by Seller (other than physical moves of assets with respect to Rochas Inventory or Acquired Assets at third party facilities).

1.07          Waiver of Bulk-Sales Laws . Except for as otherwise prohibited by applicable Law, each of Seller and Acquiror hereby waives compliance by each member of their respective Group with the requirements and provisions of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Conveyance of any or all of the Assets to any member of the Seller Group or Acquiror Group, as applicable.

1.08          Closing . On the terms and subject to the conditions set forth in this Agreement, the consummation of the purchase and Conveyance of the Acquired Assets and the assumption of the Assumed Liabilities (the “ Closing ”) will take place at Jones Day, 21 Tudor Street, London EC4Y 0DJ England, at 10:00 a.m., local time, on the last Business Day of the calendar month in which the satisfaction or waiver of the conditions set forth in Article VI occurs (other than those conditions that by their nature or pursuant to the terms of this Agreement are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or, where permitted, the waiver of those conditions). The date on which the Closing occurs is referred to as the “ Closing Date .” For accounting purposes, the Closing will be deemed to have occurred as of 11:59:59 pm local time on the Closing Date.

1.09          Purchase Price . (a) The aggregate purchase price to be paid to Seller in full consideration of the Acquired Assets will be (i) the payment in cash of (A) $107,950,000 (the “ Base Amount ”), plus (B) the payment in cash for the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter, (such aggregate amount, the “ Cash Purchase Price ”) and (ii) the assumption by Acquiror or one or more of its Affiliates of the Assumed Liabilities.

(b)          Not later than five Business Days prior to the anticipated Closing Date, Seller will provide to Acquiror its good faith estimate of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “ Estimated Inventory Amount ” and such statement, the “ Estimated Closing Statement ”). The Estimated Closing Statement will be prepared using the most current financial information reasonably available to Seller in the Ordinary Course of Seller’s operations that Seller determines is reliable and appropriate for the relevant calculations.

(c)          At the Closing and on the terms and subject to the conditions set forth in this Agreement, in consideration of the Conveyance of the Acquired Assets, Acquiror and/or its designated Affiliates will assume the Assumed Liabilities and pay to Seller and/or its designated Affiliates in cash an amount equal to the Estimated Inventory Amount plus the Base Amount by wire transfer of immediately available funds to a bank account or accounts designated by Seller in writing not less than two days prior to the anticipated Closing Date.

1.10          Inventory Adjustment . (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “ Closing Statement ”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10 , and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10 .

(b)          For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10 . The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “ Seller Objection ”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller.

(c)          If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b) , the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ ICC Expert Rules ”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “ Accounting Firm ”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement.

(d)          The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d) , including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm.

(e)          The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b) , (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b) . The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “ Final Closing Statement .” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “ Final Inventory Amount .” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount.

(f)          The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “ Closing Rochas Inventory Payment ” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment.

(g)         Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

1.11          Closing Deliveries . (a) Documents To Be Delivered by Seller . On the Closing Date, Seller will deliver, or will cause its appropriate Subsidiaries to deliver, to Acquiror all of the following instruments (each duly executed by Seller or those of its Subsidiaries that are parties, as applicable):

(i)          the Ancillary Agreements to which Seller or any of its Subsidiaries is a party;

(ii)         the formula cards with respect to Seller Fragrances and Hybrid Fragrances;

(iii)        the Transfer Documents as described in Section 1.12 ; and

(iv)        the certificate contemplated by Section 6.02(c) .

(b)           Documents To Be Delivered by Acquiror . On the Closing Date, Acquiror will deliver, or will cause its Subsidiaries to deliver, as appropriate, to Seller all of the following instruments (each duly executed by Acquiror or those of its Subsidiaries that are parties, as applicable):

(i)          the Ancillary Agreements to which Acquiror or any of its Subsidiaries is a party;

(ii)         the Transfer Documents as described in Section 1.12 ; and

(iii)        the certificate contemplated by Section 6.03(c) .

1.12          Conveyance of Acquired Assets and Assumption of Assumed Liabilities . In furtherance of the Conveyance of Acquired Assets and assumption of Assumed Liabilities provided in Sections 1.01 and 1.02 , on the Closing Date, (a) Seller will execute and deliver, and will cause its Subsidiaries to execute and deliver, such bills of sale, certificates of title, deeds, assignments of Contracts and other instruments of Conveyance, (in each case to the extent applicable and in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Assets are located), as necessary and in form reasonably acceptable to Acquiror, to evidence the Conveyance of all of Seller’s and its Subsidiaries’ right, title and interest in and to the Acquired Assets to Acquiror and its Affiliates (it being understood that no such bill of sale, certificate of title, deed, assignment or other instrument of Conveyance will require Seller or any of its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement except to the extent required to comply with applicable local Law, in which case the Parties will enter into such supplemental agreements or arrangements as are effective to preserve the allocation of economic benefits and burdens contemplated by this Agreement) and (b) Acquiror will execute and deliver such assumptions of Assumed Liabilities and other instruments of assumption (in each case in a form that is consistent with the terms and conditions of this Agreement, and otherwise customary or statutorily required in the jurisdiction in which the relevant Liabilities are located) as and to the extent reasonably necessary to evidence the valid and effective assumption of the Assumed Liabilities by Acquiror. All of the foregoing documents contemplated by this Section 1.12 will be referred to collectively herein as the “ Transfer Documents .”

1.13          Escrow . Each of Seller and Acquiror hereby expressly acknowledges that their respective legal advisors duly informed the Parties of the legal right for Seller or certain of its Affiliates’ creditors to object to the payment of the Purchase Price in respect of the transfer of the part of the Acquired Assets and the Rochas Business which constitute a “ fonds de commerce ” as defined pursuant to French law, in accordance with the terms of Article L.141-14 of the French Commercial Code and to make a claim against Purchaser to obtain the payment of their receivables up to the amount of the relevant portion of the Purchase Price. The Parties have agreed to proceed with the payment of the Purchase Price in accordance with Section 1.09 (Purchase Price) and discharge their legal advisors of any and all liability in connection with such payment. Acquiror shall promptly notify Seller of any potential creditor’s objection ( opposition d’un créancier ) and Seller hereby undertakes to be responsible for any such potential creditor’s objection and indemnify, defend and hold Acquiror harmless from any Losses, resulting from any objection of a Seller’s creditor made pursuant to Article L.141-14 of the French Commercial Code, in accordance with Section 1.05(a) ( Rochas Liabilities ) 1.05(b) ( Excluded Liabilities ) and Article VIII ( Indemnification ).

II.          REPRESENTATIONS AND WARRANTIES OF Seller

Seller and Obligees hereby represent and warrant to Acquiror as of the date hereof that, except as set forth in the applicable Section or subsection of the Seller Disclosure Letter (interpreted as contemplated by Section 10.13 ):

2.01          Due Organization, Good Standing and Corporate Power . Seller and Obligees are corporations duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Seller and its Subsidiaries have the requisite corporate power and authority to own, lease and operate their properties that will be Conveyed to Acquiror, to carry on the Rochas Business as now being conducted and to enter into and perform its obligations under this Agreement and/or the Ancillary Agreements to which it is, or will be at Closing, a party and to consummate the transactions contemplated hereby and thereby. Seller and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by the Rochas Business that will be Conveyed to Acquiror or the nature of the Rochas Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Rochas Business MAE . Neither the Seller nor any of its Subsidiaries has taken any step with a view to a suspension of payments or a moratorium of any indebtedness nor have any of them made any voluntary arrangement with any of their creditors, in each case as with respect to the Rochas Business. As of the date hereof and as of the Closing Date, neither the Seller nor any of its Subsidiaries Conveying any Acquired Assets or Assumed Liabilities is insolvent or unable to pay its debts as they fall due.

2.02          Authorization of Agreement . The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller and, if applicable, its Subsidiaries, and the consummation by it and, as of the Closing, its Subsidiaries of the transactions contemplated hereby and thereby, have been or will be duly authorized and approved by all necessary corporate action and no other corporate or shareholder action on the part of Seller or its Subsidiaries is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is, or will be at Closing, a party, or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements, when executed, will be duly executed and delivered by Seller, and its Subsidiaries (to the extent it is a party thereto), and each is (or when executed will be) a valid and binding obligation of Seller and its applicable Subsidiaries and enforceable against Seller and such applicable Subsidiary in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Law affecting the enforcement of creditors’ rights generally and by general equitable principles (such exception, the “ Enforceability Exception ”).

2.03          Consents and Approvals; No Violations . (a) Assuming the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the execution and delivery of this Agreement and the Ancillary Agreements by Seller and, if applicable, its Subsidiaries, and the consummation by Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the comparable governing documents), (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries or by which any of their respective properties or assets that will be Conveyed to Acquiror, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Rochas Material Contract, excluding in the case of clauses (ii) through (iv) above, conflicts, violations, breaches, defaults, rights of terminations, cancellations, accelerations, creations and impositions of Security Interests, increases or losses which would not reasonably be expected, individually or in the aggregate, to be material to the Rochas Business.

(b)          Other than as identified in Section 2.03 of the Seller Disclosure Letter, there are no Consents necessary for Seller to Convey to Acquiror (i) the Assumed Assets and the Assumed Liabilities in order for Section 2.13(a) to be true and correct immediately after Closing with respect to Acquiror and (ii) the Rochas Material Contracts.

2.04          Intellectual Property . (a) Seller or a Subsidiary of Seller is, and assuming that all required Consents have been duly obtained, after Closing Acquiror will be, the sole owner of the Rochas IP Assets, free and clear of any Security Interests other than Permitted Encumbrances.

(b)           Section 1.04(a)(v) of the Seller Disclosure Letter sets forth a list of the material Rochas IP Assets that constitute Registered Intellectual Property, including for each such item listed, as applicable, its (i) territory, (ii) application serial number and date, (iii) issue number and date, and (iv) title or mark. All registration, maintenance and renewal fees, issue fees and annuities due in respect of such Rochas IP Assets as of the date hereof have been paid. None of such Rochas IP Assets is licensed to any third party or is subject to any material restrictions on its disclosure, ownership, license or transfer, except pursuant to a Rochas Material Contract listed in Section 2.07(a)(iv) of the Seller Disclosure Letter.

(c)          Except as would not, individually or in the aggregate, be material to the Rochas Business, to the Knowledge of Seller, the Rochas Business as currently conducted by Seller and its Subsidiaries does not infringe, misappropriate or otherwise violate any enforceable Intellectual Property right of any third party. Except as would not, individually or in the aggregate, be material to the Rochas Business, during the past two years, no third party has made any written claim or demand or instituted any litigation against Seller or any of its Subsidiaries, or to the Knowledge of Seller threatened the same in writing, and neither Seller nor any of its Subsidiaries has received any written notice of such a claim, demand or litigation, that (i) challenges the rights of Seller and its Subsidiaries in respect of any of the Intellectual Property utilized in the Rochas Business or (ii) asserts that the operation of the Rochas Business is or was infringing, misappropriating or otherwise violating the Intellectual Property rights of any third party. None of the Intellectual Property utilized in the Rochas Business is subject to any outstanding Order applicable to the Rochas Business that materially limits the use of such Intellectual Property in the Rochas Business as currently conducted by Seller and its Subsidiaries. To the Knowledge of Seller, no Person is engaging in any activity that materially infringes, misappropriates or otherwise violates any of the Rochas IP Assets.

(d)          Notwithstanding whether any other representations or warranties in this Article II could be read to apply to matters involving Intellectual Property, the representations and warranties set forth in this Section 2.04 , Section 2.07(a)(iv) (and Sections 2.07(b) and 2.07(c) as applicable thereto) and Section 2.13(a) (and Section ‎2.13(c) as applicable thereto) constitute the sole and exclusive representations and warranties under this Article II with respect to Intellectual Property.

(e)          There are no royalties, fees or other payments payable to any employees of Seller or any of its Subsidiaries as a result of ownership or use of any Rochas IP Assets in connection with the Rochas Business.

(f)          To the Knowledge of the Seller, there is no unauthorized use or disclosure, infringement, misappropriation or violation of any Rochas IP Assets by any third party, including any employee or former employee of Seller or any of its Subsidiaries.

(g)          To the Knowledge of Seller, except as set forth on Section 2.04(g) of the Seller Disclosure Letter, the Trademarks that are included as Acquired Assets are not substantially similar to Trademarks that are Excluded IP Assets.

2.05          Litigation . As of the date of this Agreement, there are no Actions in respect of which Seller or any of its Subsidiaries has been served with a complaint or otherwise given written notice (or to the Knowledge of Seller, oral notice) that are pending against Seller or any of its Subsidiaries, or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries (or any of their respective properties, rights or franchises), at Law or in equity, or before or by any Governmental Authority, that have been or would reasonably be expected to be, individually or in the aggregate, material to the Rochas Business. Neither Seller nor any of its Subsidiaries is subject to any Order applicable to the Rochas Business, other than any Order generally applicable to the businesses in which the Rochas Business operates, that would reasonably be expected to affect, in any material respect, individually or in the aggregate, the Rochas Business.

2.06          Compliance With Laws . (a) Except as has not been and would not reasonably be expected to be material to the Rochas Business, the Rochas Business is being conducted in compliance with applicable Laws. None of the Governmental Approvals required for the continued conduct of the Rochas Business as such business is currently being conducted will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the transactions contemplated hereby or by the Ancillary Agreements, except as has not been and would not reasonably be expected to be material to the Rochas Business.

(b)          Notwithstanding the foregoing, the representations and warranties set forth in this Section 2.06 do not apply to Intellectual Property, employees and employee benefits or Taxes, which are addressed in their entirety and exclusively in Sections 2.04 , 2.08 and 2.10 , respectively.

2.07          Contracts . (a) Section 2.07(a) of the Seller Disclosure Letter contains a list of each Rochas Contract that is in effect as of the date of this Agreement and that falls in one or more of the following categories (collectively, whether or not scheduled, the “ Rochas Material Contracts ”):

(i)          a Contract (x) containing covenants binding upon Seller or its Subsidiaries that restrict during any period of time the ability of Seller or any of its Subsidiaries to compete or engage in any business or geographic area or in any way purport to restrict Seller or its Subsidiaries’ business activity or limit the freedom of Seller or any of its Subsidiaries to engage in any line of business and (y) that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement;

(ii)         a Contract containing any “most favored nations,” exclusivity or similar right or undertaking in favor of any party other than Seller and its Subsidiaries with respect to any material goods or services purchased or sold by Seller or its Subsidiaries and that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement;

(iii)        a lease, sublease or similar Contract with any Person under which Seller or any of its Subsidiaries is a lessor or sublessor of, or makes available for use to any Person, any Rochas Facilities;

(iv)        a license or sublicense Contract under which Seller or any of its Subsidiaries is licensee or licensor, or sub-licensee or sub-licensor of any material Intellectual Property used in the Rochas Business other than licenses to any shrink wrap, click wrap or other software that is generally commercially available and not customized;

(v)         a Contract for the sale of any material Acquired Asset or collection of Acquired Assets that are material to the Rochas Business in the aggregate, other than Contracts entered into in the Ordinary Course of the Rochas Business that provide for the sale of Rochas Inventory (including any finished goods or work-in-process) or obsolete equipment;

(vi)        a Contract involving the payment of more than $2,500,000 relating exclusively to the Rochas Business for the purchase of materials, supplies, goods, services, equipment or other assets and that is (A) with any vendor from whom Seller or any of its Subsidiaries purchased more than $2,500,000, in the aggregate in respect of the Rochas Business, in the fiscal year ended June 30, 2014, or would reasonably be expected to provide for the purchase of more than $2,500,000 in the aggregate in respect of the Rochas Business, in the fiscal year ended June 30, 2015 or any future 12-month period ended June 30 and (B) not terminable at will by Seller or any of its Subsidiaries (or the Acquiror following the Closing) on less than 60 days’ notice without penalty;

(vii)       a Contract with a customer of the Rochas Business that involves, or would reasonably be expected to involve, (A) the payment of more than $2,500,000 by such customer to the Rochas Business in the fiscal year ended June 30, 2014 or any future 12-month period ended June 30 (other than purchase orders submitted in the Ordinary Course of the Rochas Business) or (B) the payment of more than $2,500,000 to such customer by the Rochas Business in the fiscal year ended June 30, 2015 or any future 12-month period ended June 30 pursuant to a “joint business plan” or other similar incentive arrangement;

(viii)      a Contract relating to any Indebtedness to a third party that individually is in excess of $2,500,000;

(ix)         a Contract under which (A) any Person has directly or indirectly guaranteed or assumed Indebtedness, liabilities or obligations of the Rochas Business or (B) the Rochas Business has directly or indirectly guaranteed or assumed Indebtedness, Liabilities or obligations of another Person, in each case in excess of $2,500,000;

(x)          a material settlement or compromise of any suit, claim, proceeding or dispute relating to the Rochas Business that would materially and adversely impact the Rochas Business at or following the Closing;

(xi)         a Contract (however denominated) establishing or providing for any material partnership, strategic alliance, joint venture or material collaboration or involving a sharing of profits, losses, costs or liabilities by Seller with any other Person;

(xii)        a Contract involving performance of services or delivery of goods or materials of an amount or value in excess of $2,500,000 and requiring one or more Consents (other than by the Seller or Seller Group) in order to be Conveyed to the Acquiror;

(xiii)       each power of attorney of Seller that is currently effective and outstanding and that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement;

(xiv)      each Contract calling for capital expenditures in excess of $2,500,000 that would bind Acquiror or any of its Affiliates following the Closing by virtue of the transactions contemplated by this Agreement; and

(xv)       any other Contract not made in the Ordinary Course of the Rochas Business that is material to the Rochas Business.

(b)          Each Rochas Material Contract is valid, binding and in full force and effect and is enforceable by and against Seller or one of its Subsidiaries in accordance with its terms, except as has not been and would not reasonably be expected to be material to the Rochas Business. Each of Seller and its Subsidiaries has performed all obligations required to be performed by it to date under the Rochas Material Contracts to which it is a party and is not in breach of or default thereunder and, to the Knowledge of Seller, no other party to any Rochas Material Contract is in breach of or default thereunder in any respect that would reasonably be expected to be, individually or in the aggregate, material to the Rochas Business.

(c)          Neither the Seller nor any of its Subsidiaries has received any written notice (including email) that the counterparty to any Rochas Material Contract is seeking to renegotiate any material term of such contract, including material amounts paid or payable thereunder, nor has Seller nor any of its Subsidiaries given written notice (including email) to the counterparty to any Rochas Material Contract seeking to renegotiate any material term of such contract, including material amounts paid or payable thereunder, nor is any renegotiation of any material term of a Rochas Material Contract, including material amounts paid or payable thereunder, underway.

(d)Seller has made available to Acquiror a true, complete and correct copy of each Rochas Material Contract (or, if such Contract is not in written form, a true and correct summary of the material terms thereof), including any material amendment, supplement and modification (whether oral or written) in respect thereof.

2.08          Employees and Employee Benefits . (a) Section 5.01 of the Seller Disclosure Letter indicates, as of the relevant date of presentation, (i) a list of each Transferred Employee and (ii) each such employee’s function, base and variable salary or hourly wage rate, most recent annual equity compensation award, cash bonus target, cash, annual, long-term, equity or similar incentive program in which he or she participates, employer, home country, host country, employment site, age, credited service date, employment status.

(b)          From June 30, 2012 through the date of this Agreement, (i) there has not been any labor strike, work stoppage or lockout with respect to the Rochas Business, (ii) no member of the Seller Group has received written notice of any unfair labor practice charges against the Rochas Business that are pending before any state, local or foreign Governmental Authority, and (iii) no member of the Seller Group has received written notice of any suits, actions or other proceedings in connection with the Rochas Business that are pending before any state, local or foreign Governmental Authority responsible for the enforcement of employment practices Laws, except, in the case of each of clauses (i), (ii) and (iii) above, for any such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, material to the Rochas Business.

(c)           Section 2.08 of the Seller Disclosure Letter identifies each collective bargaining agreement or other material Contract with any labor organization, union or works council that applies to any Transferred Employees.

(d)          With respect to each Rochas Business Acquired Plan, (i) all contributions due from Seller or any of its Subsidiaries through the date of this Agreement have been made and all amounts and Liabilities have been properly accrued to date and (ii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Seller, threatened with respect to such Rochas Business Acquired Plan, except, in the case of each of clauses (i)-(ii) above, as would not result in a material Liability to the Rochas Business after the Closing.

(e)          Seller has made available to Acquiror copies or summaries of the material terms of all of the Compensation and Benefit Plans (including any material amendments thereto).

(f)          Each Compensation and Benefit Plan has been maintained, operated and administered in all material respects in accordance with its terms and in compliance in all material respects with all applicable Laws except, in each case, as would not result in material Liability to the Rochas Business after the Closing.

(g)          Notwithstanding anything herein to the contrary, the representations and warranties set forth in this Section 2.08 are the sole and exclusive representations and warranties applicable to Compensation and Benefit Plans and to employees or other service providers of Seller or its Affiliates (and, in all instances, any Liabilities relating thereto).

2.09          Absence of Changes . (a) Since December 31, 2014, there has not occurred any event, occurrence or condition which has had or would reasonably be expected to have, individually or in the aggregate, a Rochas Business MAE.

(b)          Except for such matters as would not be reasonably expected to have a Rochas Business MAE, since December 31, 2014, the Rochas Business has been conducted in the Ordinary Course of the Rochas Business.

2.10          Taxes . (a) Except as would not reasonably be expected to affect, in any material respect, individually or in the aggregate, the Rochas Business, (i) there are no liens for Taxes on any of the Acquired Assets other than Permitted Encumbrances, (ii) all Tax Returns required to be filed by or with respect to the Acquired Assets or the Rochas Business have been duly and timely filed, and all such Tax Returns are true and correct in all material respects, (iii) all Taxes required to be paid by or with respect to the Acquired Assets or the Rochas Business have been timely paid in full, (iv) Seller and its Subsidiaries have complied with all applicable Laws regarding the collection, withholding and remittance to the appropriate Taxing Authority of amounts required to be collected or withheld by any of them with respect to the Acquired Assets and the Rochas Business, and (v) there is no action, suit, proceeding, investigation, audit or claim with respect to Taxes (“ Tax Proceeding ”) pending or asserted in writing with respect to any of the Acquired Assets or the Rochas Business.

(b)          Notwithstanding any other representation or warranty contained in this Article II , the representations and warranties contained in this Section 2.10 constitute the sole and exclusive representations and warranties of Seller relating to Taxes.

2.11          Broker’s or Finder’s Fee . Neither Seller nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder or other agent with respect to the transactions contemplated by this Agreement for which Acquiror or any of its Affiliates could become liable or obligated.

2.12          Title to Properties; Security Interests . Seller and its Subsidiaries have, and assuming that the required Consents are duly obtained, Acquiror will, immediately after Closing, have, good and valid title to, or, if applicable, valid leasehold interests in or valid license or right to use, all Acquired Assets, in each case as such property is currently being used, subject to no Security Interests, except for Permitted Encumbrances. On March 18, 2003, Seller announced it signed an agreement to purchase a controlling interest in Wella AG, a global beauty company, based in Darmstadt, Germany. One of the businesses operated by Wella was the Rochas Business. The cash purchase of €3.2 billion gave P&G 77.6% of Wella’s voting shares. On April 28, 2003, Procter & Gamble Germany Management GmbH (P&G), a wholly owned subsidiary of Seller announced the launch of its tender offer for the remaining voting and preference shares of Wella. Seller offered a cash price of €92.25 per share for the voting shares, and €65 per share for the preference shares, valuing the total shares at about €5.5 billion. Seller completed the acquisition in September of 2003.

2.13          Sufficiency; Condition of Assets . (a) The Acquired Assets, together with (i) the Assets for which provision for access thereto is otherwise made in this Agreement or in the Ancillary Agreements, including in Section 1.06 , (ii) the Excluded Assets, and (iii) the Assets that are identified in Section 2.13 of the Seller Disclosure Letter (including those Assets that are used to provide the services that are identified in Section 2.13 of the Seller Disclosure Letter), are sufficient to conduct the Rochas Business in substantially the same manner as which the Rochas Business is being conducted on the date hereof by Seller and its Subsidiaries in all material respects.

(b)          The tangible Acquired Assets are in good condition in all material respects, reasonable wear and tear excepted, except as would not materially adversely affect the continued production of the products of the Rochas Business in the quality and quantity as such products are being manufactured and sold by the Rochas Business as of the date of this Agreement in all material respects.

(c)          Notwithstanding anything to the contrary, the representations and warranties set forth in this Section 2.13 will not be deemed to be a representation or warranty that any of such activities can or will be conducted without infringement, other violation or use of the Intellectual Property of any third party, and the Parties hereby acknowledge that, to the extent any such representation or warranty is made, it is exclusively in Section 2.04 .

2.14          Real Property . (a) Section 2.14(a) of the Seller Disclosure Letter sets forth a list of (i) any real property leases, subleases, licenses or occupancy agreements to which the Seller or any of its Subsidiaries is a party, whether as a lessor or a lessee that is exclusively used in the Rochas Business, (the “ Real Property Leases ,” and such real property, the “ Leased Real Property ”), and (ii) any other real property that is owned in fee or leased, subleased, licensed or otherwise used by Seller or any of its Subsidiaries and utilized by Seller or any of its Subsidiaries to manufacture, distribute or sell the products of the Rochas Business that is material to, but is not exclusively used in, the Rochas Business (“ Shared Operational Real Property ”). For the avoidance of doubt, “Shared Operational Real Property” will be deemed to include any real property utilized by Seller’s “Global Business Services” unit and other corporate supporting functions to provide support to the Rochas Business.

(b)          No real property or real property interest that is exclusively used in connection with the Rochas Business is owned by Seller or any of its Subsidiaries.

(c)          To the Knowledge of Seller, no parcel of Leased Real Property is subject to any Order to be sold or being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of Seller, has any condemnation, expropriation, or taking been proposed, except as would not be material to the Rochas Business.

2.15          Access to Fragrances . (a) Section 4.12(a) of the Seller Disclosure Letter sets forth (i) a complete and accurate list of the externally developed fragrances that are currently used in the products of the Rochas Business (the “ Third-Party Fragrances ”) and (ii) for each Third-Party Fragrance (A) the name of the external fragrance supplier (each, an “ Existing Fragrance Supplier ” and, collectively, the “ Existing Fragrance Suppliers ”) currently used by Seller or any of Seller’s Affiliates and (B) the name of the products of the Rochas Business in which such Third-Party Fragrance is currently used.

(b)           Section 4.12(b) of the Seller Disclosure Letter sets forth a complete and accurate list of the Seller’s internally developed and internally produced fragrances that are currently used in the products of the Rochas Business (the “ Seller Fragrances ”)

(c)           Section 4.12(c) of the Seller Disclosure Letter sets forth (i) a complete and accurate list of the internally developed fragrances that are currently used in the products of the Rochas Business utilizing a Firmenich proprietary ingredient (the “ Hybrid Fragrances ” and, together with the Third-Party Fragrances and Seller Fragrances, the “ Fragrances ”)) currently used by Seller or any of Seller’s Affiliates and (ii) the name of the products of the Rochas Business in which such Hybrid Fragrance is currently used.

(d)          Seller and its Affiliates have, and assuming that the required Consents are duly obtained, Acquiror will, immediately after Closing, have, the right to use the Fragrances, in each case, as the Fragrances are currently being used in the products of the Rochas Business, including with respect to geographic scope.

2.16          French labor law obligations . Seller and any other member of the Seller Group having employees in France and Conveying any Assumed Assets or Assumed Liabilities pursuant to the present Agreement are in compliance with all applicable Laws and internal rules regarding the consultation process of their personnel representative bodies (“ institutions representatives du personnel ”) required by French labor law and hereby represent and warrant that (i) no information is required to be furnished to their personnel representative bodies (“ institutions representatives du personnel ”) as regards this Agreement and the transactions contemplated hereby, and (ii) no consultation of or issuance by of a written opinion by such personnel representative bodies is required prior to making decisions regarding the present Agreement and the transactions contemplated hereby.

2.17          Revenues and Net Results Prior to Closing . Section 2.17 of the Seller Disclosure Letter contains the information relating to the revenues ( chiffres d’affaires ) and net results ( résultats d'exploitation ) generated by the Rochas Business related to the Acquired Assets, during the three fiscal-year period preceding the Closing, as well as the estimated breakdown on a monthly basis of the revenues generated by the business related to the Acquired Assets since 30 June, 2014 up to the month preceding the date hereof in accordance with Article L.141-2 of the French Commercial Code. Considering the specificity of the Acquired Assets, Purchaser acknowledges and agrees that such revenues and net results figures, which have been determined according to Seller's Group’s accounting rules and extracted from Seller's Group’s analytical accounting system, may not be determined precisely and are only estimates prepared in good faith on the basis of the books and records of Seller and certain of its Affiliates with respect to the Rochas Business, and that, as such, they are not relevant to assess the expected profitability in the future of the business related to the Acquired Assets as such business may be operated in a group other than the Seller Group. Acquiror acknowledges and agrees that through the due diligence process it has had access, prior to the date hereof, to all information necessary for Acquiror to assess the expected profitability of the business related to the Acquired Assets, following the Closing Date.

2.18          No Other Representations or Warranties . Except for the representations and warranties of Seller and Obligees expressly set forth in this Article II and the Ancillary Agreements, neither Seller nor any other Person makes any other express or implied representation or warranty on behalf of Seller or any of its Subsidiaries with respect to the Acquired Assets, the Rochas Business, the transactions contemplated by this Agreement and the Ancillary Agreements or the accuracy or completeness of the information concerning the Rochas Business provided by Seller or any of its Subsidiaries.

III.         REPRESENTATIONS AND WARRANTIES OF Acquiror

Acquiror hereby represents and warrants to Seller that, except as set forth in the applicable Section or subsection of the Acquiror Disclosure Letter (as contemplated by Section 10.13 ):

3.01          Due Organization, Good Standing and Corporate Power . (a) Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

(b)          Acquiror is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

3.02          Authorization of Agreement . The execution, delivery and performance of this Agreement and the Ancillary Agreements by Acquiror, and the consummation by Acquiror of the transactions contemplated hereby and thereby, have been duly authorized and approved by its board of directors, and no other corporate or stockholder action on the part of Acquiror or any member of the Acquiror Group is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by Acquiror and, to the extent it is a party thereto, each is (or when executed will be) a valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exception.

3.03          Consents and Approvals; No Violations . Assuming that (a)  the Governmental Approvals required to Convey any real property or Governmental Permits to Acquiror have been made or obtained, and (b) the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the execution and delivery of this Agreement and the Ancillary Agreements by Acquiror and the consummation by Acquiror of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws (or the comparable governing documents) of Acquiror or any member of the Acquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) require any Governmental Approval, or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under or give rise to any right of termination, cancellation or acceleration, under or result in the creation of any Security Interest upon any of the material properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which any member of the Acquiror Group is a party, excluding in the case of clauses (ii) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, cancellations, accelerations or required approvals which would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

3.04          Broker’s or Finder’s Fee . Neither Acquiror nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder or other agent with respect to the transactions contemplated by this Agreement or the Ancillary Agreements for which Seller or any of its Subsidiaries could become liable or obligated.

3.05          Financing . Acquiror has, and at the Closing will have, available cash sufficient to consummate the transactions contemplated by this Agreement, including the funds necessary to pay the aggregate Cash Purchase Price pursuant to Section 1.10(d) and all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and all Ancillary Agreements and to allow Acquiror to perform all of its obligations under this Agreement and pay all fees and expenses to be paid by Acquiror related to the transactions contemplated by this Agreement.

3.06          Litigation . There are no Actions pending against Acquiror or any of its Subsidiaries or, to the Knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries (or any of their respective properties, rights or franchises), at law or in equity, or before or by any Governmental Authority, that have had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE. Neither Acquiror nor any of its Subsidiaries is subject to any Order that has had or would reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

3.07          Solvency . Immediately after giving effect to the transactions contemplated hereby, Acquiror will be solvent and will (a) be able to pay its debts as they become due, (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Acquiror or Seller. In connection with the transactions contemplated hereby, Acquiror has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

3.08          Independent Investigation . Acquiror has conducted its own independent investigation, review and analysis of the Rochas Business and the Acquired Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller for such purpose. Acquiror acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Acquiror has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article II .

3.09          No Other Representations or Warranties; Acknowledgement by Acquiror . (a) Except for the representations and warranties of Acquiror expressly set forth in this Article III and in the Ancillary Agreements, neither Acquiror nor any other Person makes any other express or implied representation or warranty on behalf of Acquiror or any of its Subsidiaries with respect to Acquiror or the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)          Acquiror acknowledges that, except as provided herein, neither Seller nor any of its Subsidiaries nor any other Person acting on their behalf will have or be subject to any Liability or indemnification obligation to Acquiror or any other Person acting on its behalf resulting from the distribution in written or oral communication to Acquiror, or use by Acquiror of, any information, documents, projections, forecasts or other material made available to Acquiror, confidential information memoranda or management interviews and presentations in expectation of the transactions contemplated by this Agreement and the Ancillary Agreements.

IV.          COVENANTS

4.01          Conduct of Rochas Business Pending the Closing . (a) Except as expressly provided by this Agreement or any Ancillary Agreement, as set forth on Section 4.01 of the Seller Disclosure Letter, as required by applicable Law or as expressly consented to in writing by Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Closing (the “ Pre-Closing Period ”), Seller and each of its Subsidiaries will use its respective Commercially Reasonable Efforts to, (i) conduct the Rochas Business in the Ordinary Course of the Rochas Business in all material respects in accordance with applicable Law, (ii) preserve (other than the sale of Assets in the Ordinary Course of the Rochas Business) the material Acquired Assets, (iii) preserve in all material respects the material business relationships of the Rochas Business with customers, suppliers, manufacturers, distributors and others with whom the Rochas Business deals in the Ordinary Course, and (iv) maintain the goodwill and reputation of the Rochas Business, including through advertising, marketing and promoting the products of the Rochas Business in the Ordinary Course of the Rochas Business.

(b)          Without limiting the generality of Section 4.01(a) , and except as otherwise expressly provided in this Agreement, as set forth on Section 4.01 of the Seller Disclosure Letter, as required by applicable Law or as expressly consented to in writing by Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Seller will not, nor will it permit any of its Subsidiaries to:

(i)          (A) sell, pledge, dispose of, transfer, lease, license, guarantee, encumber or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance on, any Assets that are (or would otherwise be) material Acquired Assets (excluding Rochas IP Assets, provision for which is made in Section 4.01(b)(vii) and Section 4.01(b)(viii) ), other than any sale of Rochas Inventory (including any finished goods or work-in-process) or obsolete equipment or obsolete inventory in the Ordinary Course of the Rochas Business, or (B) move any material Assets located at the Rochas Facilities out of the Rochas Facilities other than in the Ordinary Course of the Rochas Business, provided that such move will not affect whether or not an Asset is an Acquired Asset;

(ii)         acquire (including by merger, consolidation or acquisition of stock or assets) any interest in any Person or any division thereof or any assets that would be material Acquired Assets, other than in the Ordinary Course of the Rochas Business;

(iii)        adopt, amend or terminate any Compensation and Benefit Plans, or increase the salaries, wage rates, target bonus opportunities or equity-based compensation of Transferred Employees, in each case except (A) in the Ordinary Course as applicable generally to Seller Group employees in the relevant jurisdictions, (B) in connection with the adoption or amendment of Compensation and Benefit Plans (or other practices) that are applicable generally to Seller Group employees in the relevant jurisdictions, or (C) as required (1) to comply with applicable Law, (2) by the terms of any Compensation and Benefit Plan in effect on the date hereof, or (3) by the terms of any agreement of Seller or any of its Subsidiaries that is in effect on the date hereof, the existence of which agreement does not constitute a breach of any representation, warranty or covenant in this Agreement;

(iv)        amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to, or enter into any agreement to amend, modify, terminate (partially or completely), grant any waiver under or give any consent with respect to, any of the Rochas Material Contracts or enter into or assume any Contract that if in effect on the date hereof would be a Rochas Material Contract other than in the Ordinary Course of the Rochas Business;

(v)         incur, assume or guarantee any indebtedness for borrowed money or make or forgive any loans or advances, or make any capital contributions to or investments in, any other Person, except as would not materially affect Acquiror’s conduct of the Rochas Business following the Closing;

(vi)        license, grant any rights to or transfer any of the material Rochas IP Assets or other material Intellectual Property owned or used by the Rochas Business, other than grants of licenses in the Ordinary Course of the Rochas Business;

(vii)       abandon, cancel, let lapse, fail to renew, fail to continue to prosecute, protect or defend or otherwise dispose of any of the material Rochas IP Assets that are Registered Intellectual Property, other than in the Ordinary Course of the Rochas Business;

(viii)      enter into any settlement, or offer or propose to enter into any settlement, or otherwise compromise or waive any material claims or rights of the Rochas Business, in each case that would materially and adversely affect the Rochas Business or limit the ability of Acquiror to conduct the Rochas Business as currently conducted following the Closing in any geographic area or in any other material respect;

(ix)         make any material change in any method of accounting or accounting practice or policy with respect to the Rochas Business, except with respect to Taxes or as required by applicable Law or GAAP;

(x)          allow the levels of raw materials, supplies or other materials included in the Rochas Inventory to vary materially from the levels customarily maintained; or

(xi)         agree, in writing or otherwise, to take any of the foregoing actions.

(c)          Seller and Acquiror acknowledge and agree that nothing contained in this Agreement is intended to give Acquiror, directly or indirectly, the right to control or direct the operations of the Rochas Business prior to the Closing.

4.02          Further Assurances; Efforts To Obtain Consents; Antitrust Clearance . (a)  Generally . In addition to the actions specifically provided for elsewhere in this Agreement or in any Ancillary Agreement, each of the Parties will cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) their reasonable best efforts, prior to, at and after the Closing Date, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including, if applicable, forming legal entities, opening bank accounts and reaffirming any consents, approvals or waivers previously granted; provided , however , that (i) with respect to the matters that are the subject of Section 1.07 , such matters will be governed by that Section instead of this Section 4.02(a) following the Closing, and (ii) except as otherwise provided in Section 4.02(b) or 4.02(c) , neither Seller nor Acquiror will be required to make any non-de minimis payments, incur any non-de minimis Liability or offer or grant any non-de minimis accommodation (financial or otherwise) to any third party in connection with obtaining any Consent or Governmental Approval.

(b)           Requisite Antitrust Filings . Seller and Acquiror will comply fully with all applicable notification, reporting and other requirements of applicable Antitrust Laws in connection with the transactions contemplated by this Agreement. Seller and Acquiror, as soon as practicable after the date of this Agreement (and in any event within five Business Days), will file the required notifications with the appropriate Governmental Authorities pursuant to and in compliance with all applicable Antitrust Laws in accordance with Section 4.02(b) of the Seller Disclosure Letter. Seller and Acquiror will as soon as practicable file any additional information reasonably requested by any Governmental Authority in connection with any Antitrust Law.

(c)           Efforts To Obtain Antitrust Approvals . Seller and Acquiror will each use reasonable best efforts to obtain, or terminate, as the case may be, as soon as practicable, the Governmental Approvals required by any Antitrust Law (the “ Antitrust Approvals ”) that may be or become necessary for the performance of its obligations under this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and will cooperate fully with each other in promptly seeking to obtain such Antitrust Approvals or terminate any waiting period thereunder, all such actions to be effective prior to the Closing. Acquiror and Seller will cooperate in connection with the antitrust defense of the transactions contemplated hereby in any investigation or litigation by, or negotiations with, any Governmental Authority or other Person relating to the transactions contemplated hereby or regulatory filings under applicable Antitrust Laws. Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Authority, each of Seller and Acquiror agrees with respect to obtaining any Antitrust Approval to (A) cooperate and consult with each other, (B) furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (C) keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party and/or any Governmental Authority with respect to such transactions, (D) permit the other party to review and consider in good faith the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining the necessary Antitrust Approvals, and (E) not participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated hereby unless, to the extent not prohibited by such Governmental Authority, it gives the other party the opportunity to attend and observe.

(d)          Seller and its Subsidiaries shall use Commercially Reasonable Efforts to obtain all necessary Consents required to effect the transactions contemplated by this Agreement that are requested in writing by Acquiror to be obtained, including those necessary to transfer the Rochas Material Contracts.

4.03          Public Announcements . (a) The press release(s) announcing the execution and delivery of this Agreement and the transactions contemplated hereby will be in the form(s) attached as Exhibit A (the “ Transaction Announcement ”). From the date hereof through the Closing, neither Seller nor Acquiror will publish any press releases or make other public statements (including to securities analysts) that contradicts the Transaction Announcement with respect to this Agreement, the Ancillary Agreements and the transactions contemplated hereby (or the portion thereof relating to this Agreement, the Ancillary Agreements and the transactions contemplated hereby), except as such Party determines in good faith is required by Law after consultation with counsel (in which case, such Party will consult with the other Party to the extent reasonably practicable under the circumstances prior to making such disclosure and will only disclose that information that is required by Law based upon advice of counsel), without the prior approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed.

(b)          Seller acknowledges that the parent of Acquiror, InterParfums, Inc. (“ Acquiror Parent ”) is a publicly held company and is subject to reporting requirements of the United States federal securities laws; Acquiror Parent is obligated to issue a press release promptly subsequent to the execution of this Agreement; is obligated to file with the United States Securities and Exchange Commission a Current Report on Form 8-K within four business days of the execution of this Agreement disclosing the material terms of this Agreement; and may be required to file a copy of this Agreement with the Securities and Exchange Commission. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall preclude or prohibit such disclosure as may be required by Acquiror Parent under applicable law.

4.04          Notification of Certain Matters . Each of Seller and Acquiror will give prompt written notice to the other of (a) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated hereby or (b) any Action commenced or threatened in writing against, relating to or involving or otherwise affecting it or any of its Affiliates that relate to the consummation of the transactions contemplated hereby.

4.05          Access . From the date hereof to the Closing, to the extent permitted by Law, Seller will allow all designated Representatives of Acquiror, access to the extent reasonably practicable upon reasonable notice to the Acquired Assets; provided, however, that (i) no investigation pursuant to this Section 4.05 will affect any representation or warranty given by Seller hereunder or any closing condition, indemnity obligation or other provision and (ii) notwithstanding the provision of information or investigation by Seller, Seller will not be deemed to make any representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, (A) Seller will not be required to provide any information which it determines in good faith it may not provide to Acquiror by reason of applicable Law (including any information in confidential personnel files), or which constitutes Privileged Communications or other information which Seller’s outside legal counsel advises is protected by attorney-client or other similar privilege (provided that Seller and Acquiror will discuss in good faith if any joint defense privilege that would permit such privilege to be maintained), and (B) Seller will not be required to provide access to any performance review materials or any information from personnel files that relates to an individual employee’s participation in bonus plans and similar incentive compensation arrangements (other than individual bonus opportunities based on target bonus as a percentage of base salary). Each of Seller and Acquiror agrees that it will not, and will cause its respective Representatives not to, use any information obtained pursuant to this Section 4.05 for any purpose unrelated to this Agreement and the Ancillary Agreements. All information provided by a Party to the other Party hereunder will be kept confidential to the same extent as would be applicable if the Confidentiality Agreement were in effect.

4.06          Agreement for Exchange of Information . (a) Generally . (i) Except as prohibited by applicable Law, each Party, on behalf of its respective Group, will provide, or cause to be provided, to the other Party’s Group, at any time after the Closing Date and until the sixth anniversary of the Closing Date, as soon as reasonably practicable after written request therefor, any Shared Information in its possession or under its control. Each of Seller and Acquiror agree to make their respective personnel available during regular business hours to discuss the Information exchanged pursuant to this Section 4.06 .

(ii)         Each Party will provide to the other such Information as the other may from time to time reasonably request in order to prepare its financial statements and satisfy its public reporting obligations.

(iii)        Prior to the Closing, each Party will take measures that it determines in good faith to be appropriate to ensure compliance with applicable Law and that any competitively sensitive Shared Information from one Party is not disclosed to the other Party’s personnel involved in a competing business.

(b)           Ownership of Information . Any Information owned by a Party that is provided to the other Party pursuant to this Section 4.06 remains the property of the Party that owned and provided such Information. Each Party will, and will cause members of their respective Groups to, remove and destroy any hard drives or other electronic data storage devices from any computer or server that is reasonably likely to contain Information that is protected by this Section 4.06 and that is transferred or sold to a third party or otherwise disposed of in accordance with Section 4.06(c) , unless required by Law or bona fide document retention policies to retain such materials.

(c)           Record Retention . Each Party agrees to use its Commercially Reasonable Efforts to retain all Information that relates to the operations of the Rochas Business in its respective possession or control at the Closing in accordance with their respective then existing document retention policies, as such policies may be amended from time to time.

(d)           Other Agreements Providing for Exchange of Information . The rights and obligations granted under this Section 4.06 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement and any Ancillary Agreement.

(e)           Compensation for Providing Information . The Party requesting Information will reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party.

(f)           Production of Witnesses; Records; Cooperation .

(i)          After the Closing Date, except in the case of any Action by one Party or its Affiliates against another Party or its Affiliates, each Party will use its Commercially Reasonable Efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to reasonable business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents are reasonably requested in connection with any Action in which the requesting Party may from time to time be involved.

(ii)         If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party will use Commercially Reasonable Efforts to make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents are reasonably requested in connection with such defense, settlement or compromise, or the prosecution, evaluation or pursuit thereof, as the case may be.

(iii)        The obligation of the Parties to provide witnesses pursuant to this Section 4.06 is intended to be interpreted in a manner so as to facilitate cooperation and will include the obligation to provide as witnesses managers and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict.

(g)           Restrictions . Except as expressly provided in this Agreement or any Ancillary Agreement, no Party or member of such Party’s Group grants or confers rights of license in any Information owned by any member of such Party’s Group to any member of the other Party’s Group hereunder.

(h)           Updated Revenues and Results . On or prior to the Closing Date, Seller shall provide Acquiror with an updated Section 2.17 of the Seller Disclosure Letter containing the information relating to the revenues ( chiffres d’affaires ) and net results ( résultats d'exploitation ) generated by the Rochas Business related to the Acquired Assets, during the three fiscal-year period preceding the Closing Date, as well as the estimated breakdown on a monthly basis of the revenues generated by the business related to the Acquired Assets since 30 June 2014 up to the month end prior to the Closing Date in accordance with Article L.141-2 of the French Commercial Code. Any updates pursuant to this Section 4.06(h) will be without prejudice to Acquiror’s rights under Article VIII .

4.07          Privileged Matters . (a) As to all privileged communications among counsel for Seller or the Seller Group (including Jones Day and in-house counsel of Seller or the Seller Group), Seller and any other member of the Seller Group that relate in any way to the transactions contemplated by this Agreement (collectively, the “ Privileged Communications ”), the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and will not pass to or be claimed by Acquiror or any of its Affiliates. The Privileged Communications are the property of Seller, and from and after the Closing none of Acquiror, any other member of the Acquiror Group or any Person purporting to act on behalf of or through the Acquiror or any other member of the Acquiror Group will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, Acquiror and each member of the Acquiror Group, together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. Notwithstanding the foregoing, the Seller or any other member of the Seller Group may waive the privilege relating to some or all of the Privileged Communications in which case such communications may be used by the Seller and/or any other member of the Seller Group in connection with any dispute that relates in any way to the transactions contemplated by this Agreement, including in any claim for indemnification brought by Acquiror. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror or any of its Affiliates and a third party (other than a Party or any of their respective Affiliates) after the Closing, Acquiror may assert the attorney-client privilege to prevent disclosure of confidential communications by counsel for Seller or the Seller Group to such third party; provided , however , that neither Acquiror nor any of its Affiliates may waive such privilege without the prior written consent of Seller.

(b)          Upon receipt by Acquiror or any of its Affiliates of any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Communications or if Acquiror or any of its Affiliates obtains knowledge that any current or former employee of Acquiror receives any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Communications Acquiror will promptly notify Seller of the existence of the request and will provide Seller a reasonable opportunity to assert any rights it may have under this Section 4.07 or otherwise to prevent the production or disclosure of Privileged Communications. Acquiror will not, and will cause its Affiliates not to, produce or disclose to any third party any of the Privileged Communications under this Section 4.07 unless (i) Seller has provided its express written consent to such production or disclosure or (ii) a court of competent jurisdiction has entered an Order finding that the Privileged Communications are not entitled to protection from disclosure under any applicable privilege, doctrine or rule.

(c)          Seller’s Conveyance of books and records pertaining to the Rochas Business and other Information to Acquiror, Seller’s covenant to permit Acquiror to obtain Information existing prior to the Closing Date and Acquiror’s covenant to permit Seller to obtain Information existing prior to the Closing Date are made in reliance on Seller’s and Acquiror’s respective agreements, as set forth in Section 4.06 and this Section 4.07 , to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileged Communications that may belong to or be asserted by Seller. The access to Information, witnesses and individuals being granted pursuant to Section 4.06 and the disclosure to Seller and Acquiror of Privileged Communications relating to the Rochas Business pursuant to this Agreement in connection with the transactions contemplated hereby will not be asserted by Seller or Acquiror to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 4.07 or otherwise. Nothing in this Agreement will operate to reduce, minimize or condition the rights granted to Seller and Acquiror in, or the obligations imposed upon Seller and Acquiror by, this Section 4.07 .

4.08          Non-Solicitation; No Hiring . (a) Seller agrees that for a period of 24 months from the Closing Date, Seller will not, and will cause each other member of the Seller Group not to, without obtaining the prior written consent of Acquiror, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any Transferred Employee (after giving effect to any employee transfers contemplated in this Agreement); provided , however , that (i) no member of the Seller Group will be deemed to have solicited any such Person who is an employee of the Acquiror Group and responds to any general media advertisement or job posting placed by or on behalf of Seller or any member of the Seller Group or such Person is contacted by an employment search firm engaged by Seller or a member of the Seller Group that is not specifically directed to solicit Persons employed by Acquiror or the Acquiror Group and (ii) any member of the Seller Group may solicit and hire any such Person if such Person’s employment has terminated for any reason whatsoever or such Person has been given notice of such termination, in either case, prior to any unpermitted direct or indirect solicitation by any member of the Seller Group.

(b)          Acquiror agrees that for a period of 24 months from the Closing Date, Acquiror will not, and will cause each other member of the Acquiror Group not to, without obtaining the prior written consent of Seller, directly or indirectly, solicit for employment or employ (or refer to another Person for the purpose of such Person soliciting for employment or employing) any employee of Seller or any member of the Seller Group; provided , however , that (i) no member of the Acquiror Group will be deemed to have solicited any such Person who is an employee of the Seller Group and responds to any general media advertisement or job posting placed by or on behalf of Acquiror or any member of the Acquiror Group or such Person is contacted by an employment search firm engaged by Acquiror or a member of the Acquiror Group that is not specifically directed to solicit Persons employed by Seller or the Seller Group and (ii) any member of the Acquiror Group may solicit and hire any such Person if such Person’s employment has terminated for any reason whatsoever or such Person has been given notice of such termination, in either case, prior to any unpermitted direct or indirect solicitation by any member of the Acquiror Group.

4.09          Intellectual Property Assignment/Recordation . Each Party will be responsible for, and will pay all expenses (whether incurred before or after the Closing) involved in notarization, authentication, legalization or consularization of the signatures of any of the representatives of its Group on any of the Transfer Documents relating to the transfer of Intellectual Property. Acquiror will be responsible for, and will pay, all expenses (whether incurred before or after the Closing) relating to, the recording of any such Transfer Documents relating to the transfer of Intellectual Property from any member of the Seller Group to any member of the Acquiror Group with any Governmental Authorities as may be necessary or appropriate.

4.10          Use of Seller Names and Marks . (a) “ Seller Names and Marks ” means the names and marks “P&G” and “Procter and Gamble” (in any style or design), and any Trademark derived from, confusingly similar to or including any of the foregoing. Subject to the terms and conditions of this Section 4.10 , Seller, on behalf of itself and its Affiliates as necessary, hereby grants to Acquiror a limited, non-transferable, non-sublicensable, non-exclusive, royalty-free license, for the six-month period following the Closing Date (the “ Transition Period ”), to use the Seller Names and Marks in connection with the Rochas Business in the manner set forth in Section 4.10(d) . Acquiror will use Commercially Reasonable Efforts to transition from use of the Seller Names and Marks as soon as reasonably practicable and in any event prior to expiration of the Transition Period. Except as expressly provided in this Section 4.10 , Seller reserves for itself and its Affiliates all rights in the Seller Names and Marks, and no other rights therein are granted to any, member of the Acquiror Group or any of their respective Affiliates, whether by implication, estoppel or otherwise. All use of the Seller Names and Marks by the Acquiror Group will inure to the benefit of Seller and its Affiliates.

(b)          As soon as practicable following the Closing Date, and in any event prior to the expiration of the Transition Period, Acquiror will, and will cause the other members of the Acquiror Group to, (i) remove all Seller Names and Marks from any internet or other electronic communications vehicles, including internet domain names and from the content of any internet websites within the Acquired Assets, and remove all links to any internet domains of Seller or any of its Affiliates from any of the foregoing, (ii) remove or irreversibly cover or modify all Seller Names and Marks from or destroy any packaging bearing any of the Seller Names and Marks, except that the Rochas Business may continue to sell inventories of finished goods existing as of the Closing Date and included in the Acquired Assets packaged in packaging bearing the Seller Names and Marks until the expiration of the applicable shelf lives of such products; provided , however , that Acquiror and its Affiliates use their Commercially Reasonable Efforts to sell such existing inventories prior to the sale of subsequently manufactured or packaged products, (iii) remove or irreversibly cover or modify all Seller Names and Marks from or destroy any product literature, store displays and similar materials bearing any of the Seller Names and Marks, and (iv) remove or irreversibly cover or modify any and all of Seller’s UPC and EAN codes from packaging, products or other Assets Conveyed to Acquiror.

(c)          For all other uses of the Seller Names and Marks not specifically identified in Section 4.10(b) ( e.g. , signage, business cards and stationery), for up to 90 days after the Closing Date, in each applicable jurisdiction, the Rochas Business may continue to use the Seller Names and Marks on the same materials and in substantially the same manner as used by the Rochas Business during the 90-day period preceding the Closing. In each applicable jurisdiction, as soon as practicable following the Closing Date, and, in any event within 90 days after the Closing Date, Acquiror will, and will cause the other members of the Acquiror Group to, remove or irreversibly cover or modify all Seller Names and Marks from or destroy any such other materials bearing any of the Seller Names and Marks.

(d)          In no event will the Rochas Business use, and Acquiror will, and will cause the other members of the Acquiror Group to not use, any of the Seller Names and Marks after the Closing in any manner or for any purpose other than in the same or substantially same manner that such Seller Names and Marks were being used by the Rochas Business during the 90-day period preceding the Closing. Without limiting the generality or effect of the foregoing, all products sold by the Rochas Business using any Seller Name or Mark will be of high quality, consistent in nature and quality with such products as sold by the Rochas Business in the 90-day period preceding Closing. Seller reserves the right to reasonably inspect the Rochas Business’s quality control of the products sold bearing and uses of a Seller Name or Mark and other compliance with the terms of the license granted under this Section 4.10 , in each of the foregoing cases, upon reasonable prior written notice to Acquiror and during normal business hours.

(e)          The license granted under this Section 4.10 may be terminated by written notice if Acquiror or the Rochas Business is in material breach of any provision hereof that remains uncured for more than ten days after written notice thereof from Seller. Upon such termination of the license granted hereunder for any reason, Acquiror and its Affiliates will not use any of the Seller Names and Marks.

4.11          Removal of Tangible Assets . (a) Except as may be otherwise provided in the Ancillary Agreements or otherwise agreed to by the Parties in writing, all tangible Acquired Assets that are located at any facilities of any member of the Seller Group that are not Rochas Facilities will be moved prior to the Closing to a Rochas Facility. If such Acquired Assets are not moved prior to the Closing, then Seller will cause such Acquired Assets to be moved as promptly as reasonably practicable after the Closing Date from such facilities to a Rochas Facility, at Seller’s expense and in a manner so as not to cause substantial damage to such Acquired Assets, provided , that Acquiror will be responsible for the installation of such property within its facilities. Any damage to the Acquired Assets or the Rochas Facilities resulting from such moves shall be paid by Seller at the Closing.

(b)          Except as otherwise agreed to by the Parties, all tangible Excluded Assets (if any) that are located at any of the Rochas Facilities will be removed from such facilities prior to the Closing (or as promptly as reasonably practicable thereafter), at Seller’s expense and in a manner so as not to unreasonably interfere with the operations of any member of the Acquiror Group and to not cause substantial damage to such Rochas Facility, and such member of the Acquiror Group will provide reasonable access as applicable to such Rochas Facility to effectuate such movement.

(c)          Should Seller fail to remove the Excluded Assets as required by this Section 4.11 , Acquiror shall have the right, but not the obligation, (a) to remove the Excluded Assets at Seller's sole cost and expense; (b) to store the Excluded Assets and to charge Seller all storage costs associated therewith; (c) to treat the Excluded Assets as unclaimed and to proceed to dispose of the same under the laws governing unclaimed property; or (d) to exercise any other right or remedy conferred by this Agreement or otherwise available at law or in equity. Seller shall promptly reimburse Acquiror for all costs and expenses incurred by Acquiror in connection with any Excluded Assets not removed by Seller on or before the Closing Date.

4.12          Access to Fragrances . (a) With respect to the Third-Party Fragrances, Seller hereby agrees to waive (which waiver will be effective as of the Closing Date) any exclusivity provision in Seller’s supply agreements with the relevant Existing Fragrance Suppliers that is necessary to allow Acquiror to establish its own independent relationship with such Existing Fragrance Suppliers who can, subject to Acquiror reaching a mutually agreeable arrangement with such Existing Fragrance Suppliers, supply the Third-Party Fragrances directly to Acquiror on an exclusive basis solely for use by Acquiror.

(b)          With respect to the Hybrid Fragrances, Seller hereby agrees to provide to the Acquiror the formula card for the portion of the Hybrid Fragrances that Seller or its Affiliates produce. Acquiror may provide such formula card or any portion thereof to Firmenich to allow Acquiror to establish its own independent relationship with Firmenich who can, subject to Acquiror reaching a mutually agreeable arrangement with Firmenich, produce and supply either (1) any proprietary ingredients of the Hybrid Fragrances on a non-exclusive basis for use by Acquiror in the products of the Rochas Business as they were used in the Rochas Business as of the date of this Agreement, including the geographic scope of the Rochas Business or (2) the Hybrid Fragrances directly to Acquiror on an exclusive basis for use by Acquiror.

(c) With respect to the Seller Fragrances, Seller hereby agrees to provide the formula card for the Seller Fragrances to the Acquiror for use by Acquiror.

4.13          Insurance Matters . From and after the Closing, Acquiror will not, and will cause its Affiliates not to, assert any claim against any insurance policies or practices of Seller and its Affiliates under any captive insurance policies, fronted insurance policies, surety bonds or corporate insurance policies or practices, or any form of self-insurance whatsoever; provided , however , that (a) Seller and Acquiror agree that all claims with respect to insured events occurring prior to the Closing will be administered in accordance with the terms of Seller’s or its Subsidiaries’ third-party policies, if any, and coverage applicable to such claims, (b) Acquiror will receive the benefit of such third-party policies with respect to such claims to the extent losses occurring prior to the Closing related to Acquired Assets are covered notwithstanding the consummation of the transactions contemplated by this Agreement, and (c) Seller will receive the benefit of such policies with respect to such claims to the extent losses occurring prior to the Closing related to Liabilities other than Assumed Liabilities are covered notwithstanding the consummation of the transactions contemplated by this Agreement and provided that in the case of clauses (b) and (c) such recovery will be net of any deductibles or self-insured retention amounts, costs of any retroactive insurance premiums or other amounts paid or expenses incurred in connection with any insured claims made after the Closing under any such policies that relate to the period prior to Closing or any amounts paid by Seller pursuant to Article VIII in respect of the applicable Liabilities (it being understood that Seller will have the right to determine whether or not to make any claim against Seller’s insurance policies).

4.14          Confidentiality . (a) The Parties acknowledge that in connection with the transactions contemplated hereby, the Parties have disclosed to each other Information which the Parties consider proprietary and confidential (“ Confidential Information ”). For the avoidance of doubt, any information disclosed by or on behalf of the Parties under the Confidentiality Agreement that is subject to the confidentiality obligations contained therein will be, and will be deemed to be, Confidential Information for purposes of this Agreement and will be subject to all of the terms and conditions of this Agreement, including the restrictions on the disclosure of such Confidential Information contained herein. The Parties agree that, after the Closing, Information that constitutes an Acquired Asset will be Confidential Information of Acquiror and Acquiror will not be subject to this Section 4.14 (except for Section 4.14(c) ) with respect to such information, and Seller will be deemed to be the Receiving Party of such Confidential Information for purposes of Section 4.14(b) .

(b)          Each Party receiving Confidential Information (the “ Receiving Party ”) recognizes and acknowledges:

(i)          that Confidential Information of the other Party may be commercially valuable proprietary products of such Party, the design and development of which may have involved the expenditure of substantial amounts of money and the use of skilled development experts over a long period of time and which afford such Party a commercial advantage over its competitors;

(ii)         that the loss of this competitive advantage due to unauthorized disclosure or use of Confidential Information of such Party may cause great injury and harm to such Party; and

(iii)        that the restrictions imposed upon the Parties under this Section 4.14 are necessary to protect the secrecy of Confidential Information and to prevent the occurrence of such injury and harm. The Parties agree that:

(A)         disclosure of Confidential Information will be received and held in confidence by the Receiving Party and that such Receiving Party will not, without the prior written consent of the Party from whom such Confidential Information was obtained (the “ Disclosing Party ”), disclose, divulge or permit any Person to obtain any Confidential Information disclosed by the Disclosing Party (whether or not such Confidential Information is in written or tangible form), other than to Subsidiaries of the Receiving Party and their employees and agents, in each case, who have a need to know such Confidential Information and who are bound in writing by duties of confidentiality and non-use obligations with respect to such Confidential Information no less protective of the Disclosing Party than those set forth herein;

(B)         the Receiving Party will take such steps as may be reasonably necessary to prevent the disclosure of Confidential Information to others; and

(C)         the Receiving Party will use the Information only in connection with the transactions contemplated hereby to perform its and its Group’s obligations, or to exercise its rights, under this Agreement and the Ancillary Agreements.

(c)          The commitments set forth above will not extend to any portion of Confidential Information:

(i)          which is already known to the Receiving Party other than any member of Seller Group with respect to Confidential Information related to the Rochas Business, or is information generally available to the public;

(ii)         which, hereafter, through no act in violation of the present Agreement or the Confidentiality Agreement or any other applicable duty on the part of the Receiving Party or its Representatives becomes generally available to the public;

(iii)        which corresponds in substance to a disclosure furnished to the Receiving Party by any third party having a bona fide right to do so and not having any confidential obligation, direct or indirect, to the Disclosing Party with respect to the same; or

(iv)        which is required to be disclosed by Law; provided that the Receiving Party provides reasonable prior written notice of such required disclosure to the Disclosing Party following the Receiving Party’s knowledge of such requirement in order to provide the Disclosing Party with an opportunity to prevent or limit such disclosure by seeking a protective order or other appropriate remedy at the sole expense of the Disclosing Party.

4.15          Transition Coordination; Completion of Agreements . Subject to applicable Law, from and after the date hereof until the Closing, Seller and Acquiror will cooperate in good faith on transition planning, including forming transition teams that are each sufficiently staffed. As part of the transition planning, the transition teams will meet, either in person or teleconference, to finalize the operational details of each of the Ancillary Agreements and all schedules thereto, in each case in accordance with applicable Law. For the avoidance of doubt, Seller and Acquiror agree that the material terms of the Ancillary Agreements in the forms attached hereto will not be changed without their mutual agreement.

4.16          No Shop . Between the date hereof and the Closing Date, the Seller shall not, nor shall it permit any of its Affiliates to, or authorize or permit any director, officer or employee of the Seller or any of its Affiliates or any advisor or representative of the Seller or its Affiliates to, directly or indirectly (i) solicit, encourage or facilitate, any Alternative Proposal, or (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperation in any way with, any Alternative Proposal. For the avoidance of doubt, Seller and Acquiror acknowledge, pursuant to Article L. 141-23 of the French Commercial Code, that any employee of Parfums Rochas SAS can make an offer to Seller for the Rochas Business until April 19th, 2015, and such offer and Sellers’ actions with respect thereto will not be in violation of this Section 4.17 .

4.17          Rochas Name . Within 90 days following the Closing, Seller will file with the appropriate Governmental Authority the documents necessary to change the name of Parfums Rochas SAS to remove the name “Rochas.” Acquiror will provide Seller with reasonable cooperation as necessary to effect such name change.

V.          EMPLOYEE MATTERS

5.01          Identification of Employees . (a) The list of Transferred Employees is set forth on Section 5.01 of the Seller Disclosure Letter. Seller may update Section 5.01 of the Seller Disclosure Letter from time to time in order to maintain the accuracy of Section 5.01 of the Seller Disclosure Letter, including as a result of terminations, transfers, new hires and accidental or inadvertent errors or omissions, highlighting such changes.

(b)          With respect to each Rochas Business Acquired Plan, within 30 days following the date of this Agreement, Seller will provide or make available to Acquiror copies of the most recent actuarial valuation, if applicable, and any other financial statements in respect of the Transferred Employees who participate in each such Rochas Business Acquired Plan.

5.02          Transferred Employees . (a) As a consequence of the transfer of the Acquired Assets, the contracts of employment of all the Transferred Employees will automatically transfer to the Acquiror Group at Closing in accordance with the Transfer Regulations.

(b)          Acquiror will comply with all mandatory provisions of the Transfer Regulations and in particular will maintain individual terms of employment contracts of the Transferred Employees, including length of service, remuneration, and place of work. From and after the Closing, Seller will bear no obligation or liability with respect to any of the Transferred Employees and Acquiror will indemnify and hold Seller harmless from and against any termination, severance, claim or other liability arising in connection with the Transferred Employees.

5.03          Terms of Employment . (a) Employment Position . As of the Closing, Acquiror will, or will cause one of its Subsidiaries to, provide to each Transferred Employee employment in a position at least comparable to that held by such Transferred Employee immediately before the Closing. A Transferred Employee’s position will be treated as comparable only if (i) the responsibilities of the position are generally comparable to the responsibilities of such Transferred Employee immediately prior to the Closing, and (ii) there is not an increase in the Transferred Employee’s business travel that results in either (A) an undue hardship to the Transferred Employee when compared to the Transferred Employee’s business travel immediately prior to the Closing or (B) the Transferred Employee spending 50% or more of his or her business time away from such Transferred Employee’s primary place of employment if such time away differs materially from the period immediately prior to the Closing.

(b)           Transfer of Agreements . (i) To the extent that (A) the applicable Law of any jurisdiction, (B) any applicable collective bargaining agreement or other applicable agreement with a works council or economic committee, or (C) any applicable employment agreement, would require Acquiror or its Affiliates to provide any more favorable terms of employment to any Transferred Employee than those otherwise provided for by this Section 5.03 (or extend the period of time for which such standards are met), in connection with the sale of the Rochas Business to Acquiror, then Acquiror will, or will cause one of its Subsidiaries to, provide such Transferred Employee with such more favorable term, and otherwise provide terms of employment in accordance with this Section 5.03 .

(ii)         Acquiror and Seller agree that to the extent provided under the applicable Laws, (A) any employment agreements between Seller and its Affiliates, on the one hand, and any Transferred Employee, on the other hand, and (B) any collective bargaining agreements applicable to the Transferred Employees in such jurisdictions, will in each case be in effect and be binding upon Acquiror after the Closing as if originally made between Acquiror and the other parties to such employment agreement or collective bargaining agreement.

(c)           Severance . With respect to each Transferred Employee who is notified of a termination for economic reasons (i.e., other than for Cause) before November 25, 2017, Acquiror will, or will cause one of its Affiliates to, provide such employee with the severance payments and benefits set forth on Section 5.03(c) of the Seller Disclosure Letter, and under the applicable formula set forth on the attachment to Section 5.03(c) of the Seller Disclosure Letter.

5.04          Bonuses and Incentives . (a) Except as otherwise set forth in Section 5.04(b) , Seller will retain all obligations to the Transferred Employees, including Transferred Employees, with respect to the bonuses and incentives under Seller’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program in which the Transferred Employees participate for the plan year in which the Closing Date occurs that are attributable to the period prior to the Closing; provided , however , that, if requested by Seller, Acquiror or one of its Subsidiaries will make all cash payments in respect of any such program so long as Seller transfers to Acquiror or a designated Subsidiary, as of the Closing, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Closing and any associated Taxes payable by Acquiror or any of its Subsidiaries in connection with such cash payments (but Seller will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority).

(b)          Notwithstanding Section 5.04(a) , Acquiror will, or will cause one of its Subsidiaries, to pay to each Transferred Employee any 13th month, jubilee and/or similar payment, as applicable, that would next be payable following the Closing at such time as Seller or its Subsidiary would have made such payments (for example, if the Closing takes place on September 30, 2015, and a 13th month payment would have been paid on December 31, 2015, then Acquiror will make such payment on December 31, 2015) in accordance with Seller’s applicable policies (in each instance regardless of the applicable Transferred Employee’s employment status on the relevant payment date and irrespective of whether applicable Law requires such payment(s)).

5.05          Credit for Service with Seller . Where applicable, Acquiror and its Affiliates will provide credit for each Transferred Employee’s length of service with Seller and its Affiliates for all purposes (including eligibility, vesting and benefit accrual) under (a) each plan, program, policy or arrangement of Acquiror and its Affiliates to the same extent such service was recognized under a similar plan, program, policy or arrangement of Seller or any of its Affiliates, and (b) applicable Law in each case, except that such prior service credit will not be required to the extent that it results in a duplication of benefits provided by Seller (including any duplication of benefits under a defined benefit pension plan).

5.06          Miscellaneous . (a) Following the date of this Agreement, Seller (and its Subsidiaries) and Acquiror (and its Subsidiaries) will reasonably cooperate and use good faith efforts in all matters reasonably necessary to effect the transactions contemplated by this Article V , including (i) exchanging information and data, including (A) reports prepared in connection with bonus plan participation and related data of Transferred Employees and all other information reasonably necessary for Seller or Acquiror to comply with the covenants contained in this Article V other than the information related to performance ratings or assessment of Transferred Employees (including performance history reports) and (B) information relating to employee benefits and employee benefit plan coverages (in each case, except to the extent prohibited by applicable Law or to the extent that such information and data relates to performance ratings or assessments or employees of Seller and its Subsidiaries), (ii) making any and all required filings and notices, (iii) making any and all required communications with Transferred Employees, and (iv) obtaining any Governmental Approvals required hereunder.

(b)          Between the date hereof and the Closing Date, any communications between Acquiror and any employees of Seller and its Affiliates regarding terms of employment, employee benefits or otherwise regarding employment with Acquiror will be conducted at the times and through processes approved by Seller, such approval not to be unreasonably withheld. Such processes will provide adequate access to the Transferred Employees and allow all reasonable means of communication with such employees by Acquiror and its Subsidiaries; provided , however , that any communications with Transferred Employees or any other employees of Seller or its Affiliates will be limited to employee benefit matters relating to Transferred Employees, future organization design and staffing.