Unassociated Document


    

      Exhibit
        10.131.1

    

     

    CONTRACT
      RELATED TO THE CO-EXISTENCE OF TRADEMARKS

     

    BY
      AND BETWEEN THE UNDERSIGNED:

     

    
      
        	
                
                  ·

                

              	
                JEANNE
                  LANVIN,
                  corporation with its head office at 15, rue du Faubourg Saint-Honoré,
                  75008 Paris, registered in the RCS de Paris under number 612 048
                  629, and
                  represented by its Chair and Chief Executive Officer, Ms. Shaw
                  Lan
                  CHU-WANG, hereafter referred to as “LANVIN”,

              


      

       

    

    Of
      the first part,

     

    AND

     

    
      	 	
              
                ·

              

            	
              INTER
                PARFUMS,
                corporation with its head office at 4, rond-point des Champs Élysées,
                75008 Paris, registered in the RCS de Paris under number 350 219
                382, and
                represented by its Chair and Chief Executive Officer, Mr. Philippe
                BENACIN, hereafter referred to as “INTER
                PARFUMS”,
                

            


    

     

    Of
      the second part,

    


    IT
      IS FIRST AND FOREMOST UNDERSTOOD THAT:


    


    LANVIN
      and INTER PARFUMS have on this day entered into a trademark assignment contract
      (the “Trademark
      Assignment Contract”)
      under
      which LANVIN has assigned to INTER PARFUMS a certain number of trademarks in
      Class 3, international trademark deposit for perfumes, toiletries and makeup
      (with the exception of cosmetics).

    


    Under
      the
      Trademark Assignment Contract, LANVIN benefits from a buy-back option of the
      assigned trademarks on July 1, 2025.

    


    In
      the
      areas of ready-made clothing for men and women, fashion accessories and
      perfumes, the Trademarks (as defined hereafter) have acquired an image as luxury
      trademarks and uncontested renown, to which the parties are extremely attached
      and which they intend to preserve as long as they make use of the
      Trademarks.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      purpose of this agreement is to specify the conditions under which the parties
      intend to manage the Trademarks or have them managed in accordance with this
      trademark image.

    


    THE
      PARTIES THEREFORE AGREE THAT:

    


    ARTICLE
      1- DEFINITIONS

    


    
      	
              1.1

            	
              The
                expression “Trademarks”
                used in this contract designates all trademarks which LANVIN respectively
                owns, in all the international Classes of trademark deposit and in
                the
                Territory, as well as any names, abbreviations, symbols and other
                distinctive signs currently associated with LANVIN, or which will
                be
                associated with LANVIN in the future. The trademarks are comprised
                of the
                Assigned Trademarks. 

            


    

    


    
      	
              1.2

            	
              The
                expression “Assigned
                Trademarks”
                used in this contract refers to the trademarks listed in Appendix
                1.2
                herein, Class 3, international trademark deposit for the Products,
                which
                are the subject of the trademark assignment contract made on this
                day
                between the parties, as well as all the trademarks that INTER PARFUMS
                will
                be deposit and/or register prior to the end of the contract and which
                will
                be associated with one or several Trademarks for the creation,
                development, distribution and marketing of the
                Products.

            


    

    


    
      	
              1.3

            	
              The
                term “Products” refers to perfume, toiletries and makeup, with the
                exception of all existing and future cosmetics, sold under one or
                more
                Trademarks, which fall under the categories described in Appendix
                1.3 of
                this contract.

            


    

    


    
      	
              1.4

            	
              The
                term “Territory” designates all countries where the Trademarks are or will
                be deposited under Class 3, international trademark
                deposit.

            


    

    


    ARTICLE
      2 - RESPECT OF THE TRADEMARK IMAGE

    


    
      	
              2.1

            	
              The
                parties agree to continually respect and ensure continued respect,
                in all
                their actions and initiatives, for the image of quality, elegance
                and
                originality associated with the Trademarks, especially with regard
                to the
                quality of marketed products by using the Trademarks, their esthetic
                appearance, their publicity, their promotion and their
                distribution.

            


    

    


    
      	
              2.2

            	
              For
                the duration of this contract, the parties agree to respect and ensure
                that their employees, representatives, agents, sponsors and/or eligible
                persons and their affiliates respect all laws and regulations in
                effect on
                the Territory concerned by the subject of this
                contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              For
                the duration of this contract, neither the Trademarks, nor, more
                generally, the names LANVIN and/or JEANNE LANVIN, nor the abbreviation
                JLSA, for the purposes of a corporate name, may be used by one of
                the
                entities in which INTER PARFUMS participates directly or
                indirectly.

            


    

    


    
      	
              2.4

            	
              The
                parties agree that the name JEANNE LANVIN in high-end ready-made
                clothing
                and perfumes is an important element of this trademark and its reputation.
                In this context, each of the parties considers essential that in
                all
                domains the image of elegance, originality and quality associated
                with the
                LANVIN trademark be consistently maintained and respected. The parties
                agree to maintain the LANVIN trademark as a trademark associated
                with
                luxury.

            


    

    


    
      	
              2.5

            	
              The
                parties agree to create and market products of very high quality
                in terms
                of design, execution, refinement and esthetics, so as to be able
                to
                compete with the most prestigious creations of competing trademarks
                such
                as those listed in Appendix 2.5, in the international market of perfume
                products and the ready-made clothing market,
                respectively.

            


    

    


    
      	
              2.6

            	
              In
                the event that LANVIN assigns its activity or its trademarks before
                the
                year 2025, it agrees to ensure that its successor or eligible persons
                respect the above provisions.

            


    

    


    ARTICLE
      3 - TRADEMARKS, INDUSTRIAL PROPERTY

    


    
      	
              3.1

            	
              The
                Assigned Trademarks must be used by INTER PARFUMS to market the Products,
                at the exclusion of any other use. The Assigned Trademarks may not
                be used
                in association with any other trademarks, names, company names or
                distinguishing marks, with the exception of names of distributors,
                or when
                required by applicable local regulations and with the exception of
                usual
                business or trade documents in accordance with the provisions of
                the
                previous paragraph. The Assigned Trademarks may not be used as a
                corporate
                name, except by LANVIN.

            


    

    


    
      	
              3.2

            	
              The
                maintenance fees for Assigned Trademarks used by INTER PARFUMS will
                be the
                responsibility of INTER PARFUMS. INTER PARFUMS will be free to not
                renew
                the Assigned Trademarks which it will no longer use, and it must
                notify
                LANVIN of its intention. LANVIN agrees to cooperate with INTER PARFUMS
                in
                order to provide it with any papers or document required for the
                deposit
                of Assigned Trademarks and their renewal. In the event of a technical,
                administrative or legal difficulty or impossibility (particularly
                related
                to the specifics of certain national trademark rights) in depositing
                and/or renewing the Assigned Trademarks with the appropriate national
                registers, the parties agree to work together in accordance with
                the
                provisions herein, to arrive at the best possible technical solution,
                on a
                case-by-case basis, in respect of the interests of each of the parties
                and
                the spirit of this contract and to sign, if necessary, any supplementary
                agreements required for this
                purpose.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3

            	
              LANVIN
                submits that it is the owner of a non-exclusive license, extended
                at no
                cost by L’OREAL, for use, by LANVIN and/or third parties, for the
                manufacture of certain patented mechanisms for closing perfume bottles.
                As
                such, LANVIN agrees to extend the rights resulting from this non-exclusive
                license. 

            


    

    


    ARTICLE
      4 - COPYRIGHT INFRINGEMENTS

    


    
      	
              4.1

            	
              In
                the event that a third party engages in (an) act(s) of copyright
                infringement, imitation, unfair competition or any other infringement
                on
                the Assigned Trademarks, INTER PARFUMS agrees, within the limits
                of its
                rights and the regulations in effect, to take any appropriate emergency
                measures to stop these acts or limit the resulting harm, and to keep
                LANVIN informed as expeditiously as possible. LANVIN agrees to provide
                INTER PARFUMS with any assistance that it is able to provide as well
                as
                all the information in its possession. INTER PARFUMS will be in charge
                of
                the proceedings in the action, and it will sustain the costs and
                will
                alone receive any
                benefits or indemnity that may result from the
                proceedings.

            


    

    


    
      	
              4.2

            	
              In
                the event that a third party opposes the use of an Assigned Trademark
                or
                takes copyright infringement-related proceedings against INTER PARFUMS
                on
                the ground of use of an ASSIGNED TRADEMARK, INTER PARFUMS will notify
                LANVIN as soon as possible. INTER PARFUMS will be have the responsibility
                for and bear the cost of the defense and will alone receive any resulting
                benefits and/or indemnity. The defense costs, the benefits that may
                result
                from this defense and any possible damages and interest will be borne
                fully by INTER PARFUMS.

            


    

    


    
      	
              4.3

            	
              LANVIN
                agrees to take any necessary and appropriate measures in the event
                of acts
                of copyright infringement, imitation or unfair competition or any
                other
                infringement on the Trademarks that it owns (with the exception of
                the
                ASSIGNED TRADEMARKS described in paragraphs 5.1 and 5.2 above), of
                which
                it has been made aware.

            


    

    


    
      	
              4.4

            	
              Each
                party agrees to inform the other party, as expeditiously as possible,
                in
                the event that it is made aware of acts of copyright infringement
                imitation, unfair competition, or any other infringement on the Trademarks
                which would concern the other
                party.

            


    

    


    ARTICLE
      5 - PROMOTIONAL ITEMS

    


    INTER
      PARFUMS may use (by sale or trade discount), under the Assigned Trademarks,
      promotional items or products of any kind (outside the domain of Products)
      on
      the condition that:

    


    a)
      LANVIN
      has previously authorized the distribution of the items in question, of which
      INTER PARFUMS will have submitted a sample or model to LANVIN, with it being
      understood that any possible refusal by LANVIN must be made for reasons that
      would objectively demonstrate that such distribution would bring about real
      and
      serious harm to LANVIN.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b)
      Use of
      these items remains secondary to use of the Products of the
      contract

    


    c)
      The
      promotional items and products are indicated as “Lanvin Parfums” and there can
      be no confusion with products marketed by LANVIN or its other license
      holders.

     

    ARTICLE
      6 - NON-COMPETITION AND FAIRNESS

    


    
      	
              6.1

            	
              For
                the duration of the contract, LANVIN may not use or have any other
                party
                use Trademarks in the area of Products, or undertake any actions
                that may
                prejudicially affect the use of the Products and Assigned Trademarks
                in an
                area other than that of the Products, or undertake any actions that
                may
                prejudicially affect the use of the Trademarks by
                LANVIN.

            


    

    


    
      	
              6.2

            	
              The
                parties agree to execute this contract in a fair manner and to not
                take
                any measures, directly and/or indirectly, which would prejudicially
                affect
                LANVIN or INTER PARFUMS and/or the sale, distribution or image of
                the
                Products.

            


    

    


    ARTICLE
      7 - DURATION OF THE CONTRACT

    


    This
      contract takes effect as of the signing of this contract and will remain in
      effect until June 30, 2025. The parties will negotiate in good faith, as
      required, a new coexistence agreement which will take effect on July 1,
      2025.

    


    ARTICLE
      8 - MODIFICATION OF THE CONTRACT

    


    
      	
              8.1

            	
              Any
                overriding or supplementary agreement or any amendment to this contract
                will necessarily be established by a written document signed by the
                parties and attached to the contract. Any such modification will
                be
                limited to the specific point for which it will have been agreed.
                

            


    

    


    
      	
              8.2

            	
              If,
                in the event of a force majeure, it is impossible for one of the
                parties
                to honor its commitments under this contract, it must inform its
                contracting party, So that the parties may together agree to equitable
                adjustments to this contract in their common
                interest.

            


    

    


    
      	
              8.3

            	
              If
                one or several provisions of this contract proves to be without effect,
                this circumstance will in no way affect the validity of other provisions
                in the contract nor the validity of the contract in its entirety.
                The same
                would be the case in the event that this contract contains omissions.
                The
                provision that would need to be removed, or which is missing, will
                be
                replaced by a legally valid provision consistent with the purpose
                of this
                contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      9 - CONFIDENTIALITY

    


    
      	
              9.1

            	
              The
                parties agree to consider as strictly confidential and to treat as
                such
                all information, regardless of its nature and its support, collected
                during the execution of this Contract, including the clauses of this
                Contract (hereafter “Confidential
                Information”).

            


    

    


    
      	
              9.2

            	
              Notwithstanding
                the clauses in paragraph 9.1, INTER PARFUMS will be authorized, in
                application of its status as a listed company, to disclose this
                Confidential Information if this information should be revealed further
                to
                a requirement of a regulation in effect, particularly if it relates
                to the
                stock exchange or if this information should be revealed further
                to an
                injunction by a judicial or administrative authority, with the provision
                that LANVIN is informed and consulted beforehand regarding the terms
                of
                disclosure of this information.

            


    

    


    
      	
              9.3

            	
              All
                information known by the public is deemed non-confidential unless
                it is
                compiled in a manner unknown to the
                public.

            


    

    


    
      	
              9.4

            	
              The
                parties agree to not disclose or allow to be disclosed, directly
                or
                indirectly or through a third party, in whole or in part, any Confidential
                Information of which they are aware, to any third party whatsoever,
                with
                the exception of employees and/or subcontractors requiring this
                information to carry out their
                obligations.

            


    

    


    
      	
              9.5

            	
              The
                parties agree, in this regard, to take any necessary measures with
                respect
                to employees and/or beneficiaries in order that they be subjected
                to this
                same obligation of confidentiality.

            


    

    


    
      	
              9.6

            	
              The
                parties agree not to use the Confidential Information in a context
                other
                than that of this contract.

            


    

    


    
      	
              9.7

            	
              Each
                party agrees to return upon request all documents or supporting documents,
                as well as any copies thereof, from the other party which contain
                Confidential Information that will have been submitted to it in connection
                with the execution of this
                Contract.

            


    

    


    ARTICLE
      10 - NOTIFICATIONS

    


    All
      notifications made by one of the parties in connection with the execution of
      this contract’s provisions, must be sent, by registered mail with acknowledgment
      of receipt, to the address of the other party’s head office, to the attention of
      its legal representative, or any other person duly designated by said
      party.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      11- CONCILIATION / DISPUTES

    


    In
      the
      event of a disagreement between the parties on the validity, interpretation,
      execution and/or resolution of one of the provision in these contracts, the
      parties agree that, prior to initiating any contentious procedure, they will
      follow the conciliation procedure outlined hereunder:

    


    

      
        	·	
                First,
                  competent operations managers of each of the parties will meet
                  to discuss
                  the subject of disagreement, on the initiative of the most diligent
                  party,
                  and as soon as possible, upon emergence of the disagreement. The
                  goal of
                  this meeting will be to find an amiable solution to the disagreement
                  in
                  question. Minutes of this meeting will be recorded by both
                  parties.

              


      

    

     

    
      
        	·	
                Secondly,
                  if the meeting between the operations managers does not lead to
                  an amiable
                  solution, the leading managing agents of each party will meet and
                  make
                  their best efforts to resolve the disagreement amiably. This meeting
                  must
                  be held as quickly as possible and no later than ten (10) days
                  from the
                  meeting between operations
                  managers.

              


      

    

    


    If,
      in
      spite of the conciliation procedure, a proceeding goes forward on the validity,
      interpretation, execution and/or resolution of the contracts, or if one of
      the
      parties refuses to carry out the above-mentioned procedure with diligence and
      good faith, this proceeding will be submitted to the exclusive jurisdiction
      of
      the Paris Court of Appeal.

    


    ARTICLE
      12 - APPLICABLE LAW

    


    This
      contract is subject to French Law.

    


    Signed
      on
      July 30, 2007

    In
      Paris

    In
      two
      (2) originals

     

    
      	 	 	 	 
	/s/
              Ms. Shaw Lan
              CHU-WANG	 	 	/s/
              Philippe
              BENACIN
	
              
                

              

              JEANNE
                LANVIN SA

              Ms.
                Shaw Lan CHU-WANG

            	 	 	
              
                

              

              INTER
                PARFUMS

              Mr. Philippe
                BENACIN

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Appendix
      1.3: List of Products

    


    


    Products
      - women’s line

     

    1.
      Perfume extract*

    2.
      Perfume spray*

    3.
      Perfume bottle*

    4.
      Eau de
      toilette spray*

    5.
      Cologne spray*

    6.
      Pocket
      spray*

    7.
      Pocket
      spray refill*

    8.
      Roll-on pocket perfume pen

    9.
      Body
      cream

    10.
      Body
      lotion

    11.
      Glitter body lotion

    12.
      Body
      oil

    13.
      Perfumed body powder

    14.
      Bath
      and shower gel

    15.
      Shower foam

    16.
      Exfoliant for the body

    17.
      Deodorizing spray

    18.
      Roll-on deodorant

    19.
      Hair
      mist

    20.
      Glitter hair mist

    21.
      Scented shampoo

    22.
      Soap

    23.
      Scented indoor candle

    


    Products
      - men’s line

     

    24.
      Eau
      de toilette spray

    25.
      Eau
      de toilette bottle

    26.
      Cologne spray

    27.
      After-shave lotion bottle

    28.
      After-shave balm bottle

    29.
      Shaving gel

    30.
      Shower gel for body and hair

    31.
      Shampoo plus conditioner

    32.
      Spray
      deodorant

    33.
      Deodorant stick

    34.
      Soap

    


    Makeup
      (this
      list is indicative and may evolve in the course of execution of the contract
      to
      include new products usually considered as makeup).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COMPLEXION

     

    
      	·	
              Foundation
                (liquid and powder)

            


      	 	 


      	
              ·

            	Blush 


      	 	 


      	
              ·

            	Terracota


      	 	 


      	
              ·

            	Powder


      	 	 


      	
              ·

            	Anti-circle
              cream


    

     

    EYES

     

    
      	·	
              Mascara

            


      	 	 


      	
              ·

            	Eye shadow


      	 	 


      	
              ·

            	Eye contour (eye pencil, eyebrow pencil,
              eyeliner)


    

     

    LIPS

     

    
      	·	
              Lipstick

            


      	 	 


      	
              ·

            	Gloss


      	 	 


      	
              ·

            	Lipliner


      	 	 


      	
              ·

            	Repulper


    

     

    NAILS

     

    
      	·	
              Polish

            


      	 	 


      	
              ·

            	Nail care


      	 	 


      	
              ·

            	Nail polish
              remover


    

     

    Note:
      Products not marked with an asterisk (*) are granted as extensions of product
      lines directly related and completely faithful to the perfumes. There must
      be an
      explicit reference to the corresponding perfume in their names.