EXCISED VERSION of Exhibit
10.138


    


    Exhibit
10.138: Certain confidential information in this Exhibit 10.138 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.

    


    LICENCE
AGREEMENT

    


    J
CHOO LIMITED

    


    AND

    


    INTER
PARFUMS SA


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CONTENTS

                	 
      	
                  PAGE

                
	 
      	 
      	 
      	 
      
	
                  1.

                	
                  DEFINITIONS

                	 
      	
                  - 2
      -

                
	
                  2.

                	
                  LICENCE

                	 
      	
                  - 3
      -

                
	
                  3.

                	
                  COMPENSATION
      TO LICENSOR

                	 
      	
                  - 4
      -

                
	
                  4.

                	
                  PRODUCTS
      AND QUALITY CONTROL

                	 
      	
                  - 7
      -

                
	
                  5.

                	
                  MARKETING
      AND LAUNCH PLANS, ADVERTISING, MARKETING AND SALES
    PROMOTION

                	 
      	
                  - 9
      -

                
	
                  6.

                	
                  DISTRIBUTION

                	 
      	
                  -
      15 -

                
	
                  7.

                	
                  TERM
      AND TERMINATION

                	 
      	
                  -
      16 -

                
	
                  8.

                	
                  TRADEMARKS
      AND OTHER INTELLECTUAL PROPERTY RIGHTS

                	 
      	
                  -
      18 -

                
	
                  9.

                	
                  EXCLUSIVITY

                	 
      	
                  -
      21 -

                
	
                  10.

                	
                  PRODUCT
      LIABILITY

                	 
      	
                  -
      21 -

                
	
                  11.

                	
                  CONFIDENTIALITY

                	 
      	
                  -
      22 -

                
	
                  12.

                	
                  NOTICES

                	 
      	
                  -
      23 -

                
	
                  13.

                	
                  ASSIGNMENT

                	 
      	
                  -
      23 -

                
	
                  14.

                	
                  ENTIRE
      AGREEMENT, MODIFICATION

                	 
      	
                  -
      23 -

                
	
                  15.

                	
                  APPLICABLE
      LAW, JURISDICTION

                	 
      	
                  -
      24 -

                
	
                  16.

                	
                  REMEDIES,
      NO WAIVER

                	 
      	
                  -
      24 -

                
	
                  17.

                	
                  SEVERABILITY

                	 
      	
                  -
      25 -

                
	
                  18.

                	
                  SECTION
      HEADINGS

                	 
      	
                  -
      25 -

                
	
                  19.

                	
                  FORCE
      MAJEURE

                	
                    

                	
                  -
      25 -

                


        

      

    

    


    
      
        
          
            	
                    Annex
      A

                  	
                    Trademarks

                  
	
                    Annex
      B

                  	
                    Form
      of Royalty Report

                  
	
                    Annex
      C

                  	
                    Projected
      Net Sales and Royalties

                  
	
                    Annex
      D

                  	
                    Selective
      Distribution Criteria

                  
	
                    Annex
      E

                  	
                    Annual
      Marketing Plan

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LICENCE
AGREEMENT

    


    between

    


    J
CHOO LIMITED

    a company
incorporated under the laws of United Kingdom with Co No: 03185783, having its
registered office at 4, Lancer Square, Kensington Church Street, London W8
4EH

    


    hereinafter
referred to as “LICENSOR”

    


    and

    


    INTER
PARFUMS SA,

    a company
incorporated under the laws of France RCS Paris B 350 219 382 , having
its registered office at 4 rond-point des Champs Elysée 75008 PARIS,
France

     hereafter
referred to as “LICENSEE”

    


    WHEREAS,
LICENSOR and/or its RELATED COMPANIES (as hereinafter defined) are the owners of
the TRADEMARKS (as hereinafter defined), the tradename “Jimmy Choo” (hereinafter
“TRADENAME”), and the goodwill and reputation associated with them and
manufactures or has manufactured for it and sells under the TRADEMARKS luxury
lifestyle accessories with women’s shoes and handbags.

    


    WHEREAS,
LICENSOR has the right to grant the exclusive right to use the TRADEMARKS and
the TRADENAME in connection with the marketing of luxury fragrance and cosmetic
products throughout the world in accordance with the terms and conditions of
this AGREEMENT and to grant a licence for the use of the TRADEMARKS as provided
herein.

    


    WHEREAS,
LICENSEE desires to obtain the right to use the TRADEMARKS and the TRADENAME on
and in connection with the development, manufacture and sale of the PRODUCTS (as
hereinafter defined) throughout the world in accordance with the terms and
conditions of this AGREEMENT.

    


    WHEREAS,
LICENSOR is willing to grant LICENSEE the right to use the TRADEMARKS and the
TRADENAME on and/or in connection with the manufacture and sale of the PRODUCTS
(as hereinafter defined) throughout the TERRITORY on the terms and conditions
hereinafter provided.

    


    THEREFORE,
in consideration of the said premises and the mutual promises and covenants
contained herein, the parties agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1. 

            	
              DEFINITIONS

            


    

    


    Unless
the context otherwise requires, the following terms shall have the following
meanings:

    


    
      	
              1.1

            	
              “AGREEMENT”
      shall mean this Licence Agreement including all Annexes and Exhibits
      hereto, as the same may be amended, supplemented or modified in accordance
      with Section
      14 hereof;

            


    

    


    
      	
              1.2

            	
              “TERM”,
      shall mean, subject to the terms and conditions of article 7.1 below, a
      term of a period of 12  ( twelve) years commencing  on
      1 January 2010 and expiring on 31 December
2021.

            


    

    


    
      	
              1.3

            	
              “CONTRACTUAL
      YEAR” shall mean for the duration of the TERM any period of twelve months
      commencing on January 1 and ending on the following December
      31;

            


    

    


    
      	
              1.4

            	
              “TRADEMARKS”
      shall mean the trademark “Jimmy Choo” and other trademarks as represented
      and listed in Annex A hereto,
      together with any further names, symbols or marks which the parties may
      agree to introduce in accordance with the provisions of this AGREEMENT for
      the purpose of applying to the PRODUCTS, and shall include (but not be
      limited to) the various registrations thereof which have been obtained,
      which are pending, or which may be obtained, as are relevant to the
      PRODUCTS;

            


    

    


    
      	
              1.5

            	
              “BOTTLES”
      shall mean the bottles or other containers (including, but without
      limitation, tubes, vials, jars, etc.) for the PRODUCTS in which the
      PRODUCTS are sold;

            


    

    


    
      	
              1.6

            	
              “PRESENTATION”
      shall mean all trademarks, get-up, designs, advertising, merchandising,
      point of sale (“POS”), promotional and packaging (including labelling)
      material appearing upon or used in relation to the
    PRODUCTS;

            


    

    


    
      	
              1.7

            	
              “PRODUCTS”
      shall mean such luxury fragrance (women’s and men’s fragrance and home
      fragrance) and cosmetic products limited to bath and body products, to the
      exclusion of skin care and make up products as shall be launched in
      accordance with the provisions of this AGREEMENT, that LICENSEE may
      market, distribute and sell in connection with the TRADEMARKS and/or the
      TRADENAME pursuant to the terms and conditions of this
      AGREEMENT;

            


    

    


    
      	
              1.8

            	
              “QUALITY
      CRITERIA” shall mean that PRODUCTS (including the BOTTLES and the
      PRESENTATION) shall be manufactured to the best standards of quality,
      utilising quality ingredients and materials, such that the standard of
      quality of the finished PRODUCTS and PRESENTATION is commensurate with
      that to be expected of luxury fragrance products of similar price and
      luxury to the PRODUCTS and shall be consistent with the luxury image
      associated with the Jimmy Choo
brand.

            


    

    


    
      	
              1.9

            	
              “LICENSOR’S
      OUTLETS” shall mean those shop-in-shops, corners, concessions, outlets and
      free standing boutiques which are owned, operated or managed by LICENSOR,
      by any of its RELATED COMPANIES and/or by a third party under the
      TRADENAME;

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

    


    
      	
              1.10

            	
              “TERRITORY”
      shall mean all countries and territories throughout the world, including
      duty free zones;

            


    

    


    
      	
              1.11

            	
              “NET
      SALES” shall mean, to the exception of the United Kingdom and the United
      States, the total prices invoiced by LICENSEE on Ex-Factory basis and by
      any of its RELATED COMPANIES on net wholesale sales  basis, on
      the first sale of PRODUCTS in the ordinary course of business to a third
      party, after deduction of any sales taxes , credits, product returns,
      trade or cash discounts (including year-end discounts), provided that the
      aggregate of such deductions shall not exceed such amount as would be
      normal business practice in the Luxury fragrance sector for comparable
      products. In respect of the United Kingdom and United States, NET SALES
      shall refer to net wholesale sales whatever there is a RELATED COMPANY or
      an independent distributor selling the PRODUCTS. For the avoidance of any
      doubt, NET SALES shall not include sales of POS and/or promotional
      materials, including but not limited to testers, minis, samples, show
      cards and windows.

            


    

    


    
      	
              1.12

            	
              “RELATED
      COMPANIES” shall mean any parent or subsidiary of any of the parties or
      any company affiliated with or related to any of them in which they hold
      more than 50% of the shares voting rights or otherwise has effective
      control.

            


    

    


    
      	
              2.

            	
              LICENCE

            


    

    


    
      	
              2.1

            	
              LICENSOR
      hereby grants LICENSEE an exclusive licence to use the TRADEMARKS and/or
      the TRADENAME in connection with the development, manufacture, sale,
      distribution, advertising, merchandising, promotion and marketing of the
      PRODUCTS in the TERRITORY for the TERM of the AGREEMENT in accordance with
      the conditions set out below. LICENSEE shall be entitled to use the
      TRADEMARKS set forth in Annex A hereto
      and/or the TRADENAME in connection with other trademarks and/or other
      distinctive or descriptive attributes (words, logos, devices, etc.) but
      only as LICENSOR shall first approve in accordance with Section 4.2 (in
      particular Section 4.2.2)
      and as set forth below.

            


    

    


    
      	
              2.2

            	
              During
      the term of this AGREEMENT and subject to prior written approval by
      LICENSOR, LICENSEE shall also be authorised to use the TRADENAME as a
      branch or division name as “Parfums Jimmy Choo”, especially on stationery
      , or, to incorporate the TRADENAME into the company name of a RELATED
      COMPANY (as “Parfums Jimmy Choo”). The approval shall be deemed to have
      been given if LICENSOR does not give written notice of disapproval within
      one (1) month after LICENSOR has received LICENSEE’S written request for
      approval together with details of the planned incorporation of the
      TRADENAME.

            


    


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    


    
      	
              2.3

            	
              LICENSEE
      warrants that any use of the TRADENAME by a branch, division or RELATED
      COMPANY in accordance with the provisions of Section 2.2
      above will only be permitted in order to enable LICENSEE to perform its
      obligations in relation to the marketing, sale, development and
      manufacturing of the PRODUCTS under this AGREEMENT, to the exclusion of
      any other activities, and will be subject to that branch, division or
      RELATED COMPANY complying in all other respects with the terms of this
      AGREEMENT and all applicable local legal requirements relating to its
      incorporation and the conduct of its
business.

            


    

    


    
      	
              2.4

            	
              LICENSEE
      may only with LICENSOR’s prior written approval (which will be not be
      unreasonably withheld or delayed) and subject to the warranties given in
      Sections 10.2 to
      10.4, be entitled to sell other products which are not PRODUCTS
      together with PRODUCTS, especially in combination packages, marketed under
      the TRADEMARK, or to give away other products as “gift with purchase”
      together with the PRODUCTS (hereinafter collectively called “OTHER
      PRODUCTS”).

            


    

    


    
      	
              3.

            	
              LICENCE
      ROYALTIES

            


    

    


    
      	
              3.1

            	
              In
      consideration of the rights granted and the services to be performed by
      LICENSOR during each CONTRACTUAL YEAR or part thereof, LICENSEE shall pay
      to LICENSOR a royalty which shall in any CONTRACTUAL YEAR be a minimum
      amount as specified in Section 3.3 below and be calculated as
      follows:

            


    

    


    
      	
            	
              3.1.1-

            	
              in
      respect of PRODUCTS sold in any countries of the TERRITORY, to the
      exception of the United Kingdom and the United States as specified in
      Section 3.1.2 below, the royalty shall be equal to [—————]1 of NET SALES of all
      PRODUCTS sold in any CONTRACTUAL
YEAR

            


    

    


    
      	
               
      

            	
              3.1.2-

            	
              in
      respect of PRODUCTS sold in the United Kingdom and United States in any
      CONTRACTUAL YEAR either by a RELATED COMPANY or by a distributor directly
      to a retailer or  retail outlet which sells PRODUCTS to
      consumers for personal use, the royalty shall be equal to [——————]2 of the net
      wholesale sales  as specified in clause 1.11
    above.

            


    

    
       

      
        

      

      
        1
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.1.  

        
          2
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.2.

        

      

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      
        	
                3.2

              	
                LICENSEE
      agrees to pay the following guaranteed minimum royalties to LICENSOR to be
      paid in (4) equal amounts in each CONTRACTUAL YEAR (“CY”) in accordance
      with Section
      3.3 below:

              


      

    

    


    MINIMUM
GUARANTEED ROYALTIES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Contractual Year

                                                  	 	
                                                    Minimum Guaranteed

                                                    Royalty

                                                  
	
                                                    CY
      1 Jan 1 to Dec 31 2010

                                                  	 	
                                                    EUR
      [———-]3, pro-rated
      depending on the month of the launch in 2010

                                                  
	
                                                    CY
      2 Jan 1 to Dec 31 2011

                                                  	 	
                                                    EUR     [———-]4

                                                  
	
                                                    CY
      3 Jan 1 to Dec 31 2012

                                                  	 	
                                                    EUR     [———-]5

                                                  
	
                                                    CY
      4 Jan 1 to Dec 31 2013

                                                  	 	
                                                    EUR     [———-]6

                                                  
	
                                                    CY
      5 Jan 1 to Dec 31 2014

                                                  	 	
                                                    EUR     [———-]7

                                                  
	
                                                    CY
      6 Jan 1 to Dec 31 2015

                                                  	 	
                                                    EUR     [———-]8

                                                  
	
                                                    CY
      7 Jan 1 to Dec 31 2016

                                                  	 	
                                                    EUR     [———-]9

                                                  
	
                                                    CY
      8 Jan 1 to Dec 31 2017

                                                  	 	
                                                    EUR     [———-]10

                                                  
	
                                                    CY
      9 Jan 1 to Dec 31 2018

                                                  	 	
                                                    EUR     [———-]11

                                                  
	
                                                    CY
      10 Jan 1 to Dec 31 2019

                                                  	 	
                                                    EUR     [———-]12

                                                  
	
                                                    CY
      11 Jan 1 to Dec 31 2020

                                                  	 	
                                                    EUR     [———-]13

                                                  
	
                                                    CY
      12 Jan 1 to Dec 31 2021

                                                  	 	
                                                    EUR     [———-]14

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        


    

    
      3
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.3. 

    

    
      4
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.4. 

    

    
      5
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.5. 

    

    
      6
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.6. 

    

    
      7
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.7. 

    

    
      8
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.8. 

    

    
      9
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No. 10.138.9. 

    

    
      10
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.10. 

    

    
      11
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.11. 

    

    
      12Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.12. 

    

    
      13
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.13. 

    

    
      14
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.14.

    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    For the
avoidance of doubt, the parties agree that the minimum guaranteed royalties of
the CY 1 shall be pro-rated depending on the month of the launch of the first
feminine fragrance. Launch month is defined as the month in which the first
commercial invoice for the sale of licensed PRODUCT is raised by LICENSEE. In
the event that such fragrance is not launched in 2010, the minimum guarantee for
CY1 shall not be applicable. However, it is agreed that it is in the parties’
best interest to launch in 2010 to take advantage of market conditions and
LICENSEE shall use its best efforts to launch within CY1. Additionally it is
agreed that the minimum guaranteed royalties shall be non-cumulative on a
year-to-year (CONTRACTUAL YEARS) basis. Projected net sales and projected
royalties appear at Annex C. For the
avoidance of doubt, it is agreed that the said figures are set out on an
indicative basis as far as there is no track record for a JIMMY CHOO business
fragrance. Therefore such projected net sales and related projected royalties
shall not be deemed to create any contractual obligations binding upon the
LICENSEE.

    


    
      	
              3.3

            	
              All
      royalties shall be paid in Euro. LICENSEE shall, for each quarter of each
      CONTRACTUAL YEAR, pay to LICENSOR the greater of the cumulative amount of
      royalties payable under Section 3.1
      above or the cumulative minimum royalties due in that CONTRACTUAL YEAR up
      to that date less any royalties, whether payable under Section 3.1 or
      guaranteed minimum royalty payments, already paid in that CONTRACTUAL
      YEAR. In no event shall the royalties paid for each quarter be less than
      [———-]15 of the annual
      minimum guaranteed royalty after taking into account any excess over the
      minimum royalty payment paid for the previous quarters in that CONTRACTUAL
      YEAR. These payments will be made within [———-]16 calendar days
      after the end of each calendar quarter, such quarters ending on 31 March,
      30 June, 30 September and 31 December in each CONTRACTUAL YEAR. Each
      payment shall be accompanied by a quarterly royalty report in the form as
      attached as Annex
      B.

            


    

    


    
      	
              3.4

            	
              In
      addition to the quarterly royalty reports referred to in Section 3.3
      above, LICENSEE shall – if requested by LICENSOR promptly after the end of
      a calendar year – provide to LICENSOR within [———-]17 months of the end
      of each calendar year a global certificate from its internal auditors
      certifying that the volume and value of sales of the PRODUCTS for that
      calendar year and that the figures contained in the quarterly royalty
      reports for the same calendar year correspond with the entries in the
      books of LICENSEE and where appropriate, any RELATED COMPANY of LICENSEE
      or any other entity under its control and certifying the global deductions
      from gross sales made to calculate the NET SALES figure for the relevant
      calendar year. The certificate shall also certify that the figures set out
      in the year-end rebate referred to in Section 6.5 are
      true and accurate. Additionally, upon request by, LICENSEE shall provide a
      certificate from its external auditors confirming that the volume and
      value of sales of the PRODUCTS for that calendar year and that the figures
      contained in the quarterly royalty reports correspond with the entries in
      the books of LICENSEE and, where appropriate, any RELATED COMPANY of
      LICENSEE or any other entity under its control and certifying the global
      deductions from gross sales made to calculate the NET SALES figure for the
      relevant calendar.

            


    

     

    
      
        
          

        

        15Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.15.  

      

      
        16
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.16.  

      

      
        17
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.17.

      

    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.5

            	
              Failure
      by LICENSEE to make payment of any royalties within [———-]18 working days after
      their due date shall thereafter incur accrued interest at the basic bank
      interest rate of BNP, Banque Nationale de Paris, plus [———-]19 per annum. Payment
      shall be applied first against any interest which may have been accrued to
      the date of the payment and any balance against the amount of royalties
      outstanding.

            


    

    


    
      	
              3.6

            	
              All
      taxes required by law to be withheld or assessed on or with respect to the
      remittance of royalties by LICENSEE or any RELATED COMPANY hereunder
      shall, if paid by LICENSEE or any related party, be deducted from the
      amount of royalties payable to LICENSOR. LICENSEE shall furnish LICENSOR
      with documentation reflecting the amount and proof of such tax
      payments.

            


    

     

    
      	
              3.7

            	
              LICENSEE
      shall not be obliged to pay royalties on any compensation received from
      its customers as participation in advertising and sales promotion, such as
      payments for decoration, testers and samples which will not be charged to
      end consumers.

            


    

    


    
      	
              3.8

            	
              LICENSEE
      agrees to keep full and accurate books and records relating to the
      marketing and the sale of the PRODUCTS. LICENSEE agrees that LICENSOR
      shall have the right to inspect, audit or make copies of the books and
      records of LICENSEE and/or any RELATED COMPANIES of LICENSEE relating to
      the computation and the payment of the royalties due and owing to LICENSOR
      within two years after the quarter in question up to [———-]20 times a year at
      reasonable times and upon no less than [———-]21 month’s prior
      notice. This right terminates [———-]22 years after the
      expiration of this AGREEMENT.

            


    

    


    
      	
              3.9

            	
              If
      a shortfall in the ROYALTIES paid is verified, LICENSEE shall promptly pay
      to LICENSOR all additional ROYALTIES due. If the shortfall is greater than
      [———-]23 of the cumulative
      amount of ROYALTIES paid by LICENSEE for the relevant CONTRACT YEAR, then
      the LICENSEE shall also pay to LICENSOR an amount equal to the reasonable
      costs and expenses of LICENSOR’S examination together with interest
      calculated in accordance with Section 3.5
      above.

            


    

    


    
      	
              4.

            	
              PRODUCTS
      AND QUALITY CONTROL

            


    

    


    
      	
              4.1

            	
              The
      parties shall collaborate in the development process of the PRODUCTS so
      that the PRODUCTS brought to the market will be consistent with the image
      of LICENSOR and the TRADEMARKS, and in conformity with the QUALITY
      CRITERIA.

            


    

     

    
      

    

    
      18
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.18.  

      
        19
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.19.  

      

      
        20
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.20.  

      

      
        21
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.21.  

      

      
        22
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.22.  

      

      
        23
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.

      

    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    LICENSEE
expressly agrees to take LICENSOR’S image and reputation into consideration in
the development and the manufacturing of the PRODUCTS and ensure that the
PRODUCTS will be in accordance with LICENSOR’S image and reputation and will not
harm or diminish LICENSOR’S image and reputation and the goodwill LICENSOR has
built up with its other products.

    


    
      	
              4.2

            	
              The
      parties agree that LICENSOR shall have approval rights with regard to the
      PRODUCTS over:

            


    

    
      	
               
      

            	
              ·

            	
              the
      concept

            


    

    
      	
               
      

            	
              ·

            	
              the
      scent

            


    

    
      	
               
      

            	
              ·

            	
              the
      name

            


    

    
      	
               
      

            	
              ·

            	
              the
      inner and outer packaging (including but not limited to the bottles, the
      folding boxes, any other packagings, tubes, vials and jars, decoration,
      testers and samples)

            


    

    
      	
               
      

            	
              ·

            	
              advertising
      creative and PR events

            


    

    


    and any
changes made thereto. As far advertising and marketing, it is referred to Section 5.5
below.

    


    
      	
               
      

            	
              4.2.1

            	
              If
      LICENSOR does not give its approval of any of LICENSEE’S proposals with
      regard to the concept, the scent or the packaging, it shall give its
      reasons for such withholding and agrees to submit its ideas, input,
      advice, and suggestions with regard thereto to LICENSEE within [———-]24 business days
      after having received such
proposal.

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              Within
      [———-]25 business days of
      receipt of LICENSEE’S request for approval of any name in accordance with
      this Section
      4.2, or any trademark and/or any other attribute in accordance with
      Section
      2.1 as well as the submission of a completed availability search by
      LICENSEE in accordance with Section 8.16
      below, LICENSOR shall notify LICENSEE which names, trademarks or
      attributes it approves or disapproves and shall give its reason for any
      disapproval.

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              In
      the event of non-approval pursuant to Sub-Sections 4.2.1
      and/or 4.2.2 above, LICENSEE agrees to take LICENSOR’S comments,
      ideas, input and advice into consideration and to amend or revise its
      proposal and/or implement LICENSOR’S suggestions and submit the revised
      proposal to LICENSOR for its approval, it being understood that LICENSOR
      and LICENSEE shall use their best endeavours to closely cooperate in order
      to have finally a satisfactory common
project.

            


    

    


    
      	
               
      

            	
              4.2.4

            	
              Any
      proposal submitted to LICENSOR for approval and not disapproved within
      [———-]26 business days
      after LICENSOR having received such proposal shall be deemed to have been
      approved.

            


    

     

    
      
        
          


      

      
        24
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.  

      

      
        25
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.  

      

      
        26
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.

      

    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              LICENSEE
      shall be responsible for ensuring that the PRODUCTS, the BOTTLES, the
      PRESENTATION and the scent/fragrance comply with the agreed designs,
      models and prototypes and with all relevant laws, regulations,
      specifications and standards in force with respect thereto and with all
      LICENSOR’S reasonable instructions relating to the PRODUCTS, in
      particular, their quality and presentation. LICENSEE will withdraw from
      the course of manufacture and/or storage and not place upon the market any
      goods found not in accordance with the QUALITY CRITERIA, whether fully or
      partly manufactured.

            


    

    


    
      	
              4.4

            	
              LICENSEE
      agrees to use commercially reasonable efforts to develop the sales of the
      PRODUCTS and to launch new PRODUCT lines at least in key markets, as
      follows:

            


    

    


    
      	
               
      

            	
              -

            	
              CONTRACTUAL
      YEAR [———-]27 : launch of the
      first fragrance for women

            


    

    
      	
               
      

            	
              -

            	
              CONTRACTUAL
      YEAR[———-]28: launch of the
      second new fragrance for women

            


    

    
      	
               
      

            	
              -

            	
              CONTRACTUAL
      YEAR [———-]29 : launch of the
      third new fragrance for women

            


    

    


    
      	
              4.5

            	
              LICENSOR
      agrees to use its best efforts to ensure that the reputation, image and
      the goodwill of the TRADEMARKS and/or of the TRADENAME shall retain its
      present standing (as of signing of this AGREEMENT), particularly in
      connection with other products manufactured and/or distributed under the
      TRADEMARKS and/or the TRADENAME by LICENSOR, RELATED COMPANIES of LICENSOR
      or other licensees, sub-licensees and franchisees of
    LICENSOR.

            


    

    


    
      	
              4.6

            	
              LICENSEE
      will permit LICENSOR or its authorised representative at all reasonable
      times to enter the LICENSEE’S premises where the PRODUCTS are made,
      stored, distributed or sold, for the purpose of inspection thereof. In
      order to enable LICENSOR to control the quality of the PRODUCTS, LICENSEE
      agrees to submit to LICENSOR after reasonable request random samples (up
      to 4 items per range of PRODUCTS) free of cost for
    inspection.

            


    

    


    
      	
              4.7

            	
              If
      LICENSEE uses sub-manufacturers or sub-licensees, in accordance with the
      terms of this AGREEMENT for the manufacture of the PRODUCTS, LICENSEE
      shall remain liable for ensuring that the quality of the PRODUCTS remains
      in accordance with the QUALITY CRITERIA. LICENSEE shall permit or procure
      that the sub-manufacturer or sub-licensee shall permit the LICENSOR or its
      representative during normal business hours to enter any place of
      manufacture or storage occupied by or used by the sub-manufacturer or the
      sub-licensee for the purpose of inspection of the PRODUCTS and to ensure
      that the QUALITY CRITERIA are being adhered
to.

            


    

    


    
      	
              5.

            	
              MARKETING
      AND LAUNCH PLANS, ADVERTISING, MARKETING AND SALES
    PROMOTION

            


    

    


    
      	
              5.1

            	
              LICENSEE
      shall, on a [———-]30 months basis, and
      in each calendar year, communicate in writing to LICENSOR the
      following:

            


    

     

    
      

    

    
      27
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.  

      
        28
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.23.  

      

      
        29
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.29.

        
          30
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.30.

        

      

    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              its
      marketing plan for the following [———-]31 months period to
      include the information set out in Annex E
      hereto;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      new PRODUCT launch plans, if relevant, in accordance with Section 5.3
      below.

            


    

    


    
      	
              5.2

            	
              At
      the time LICENSEE presents its marketing plan in accordance with Section 5.1 (a)
      above, LICENSOR shall present its PRODUCT marketing plan for the following
      [———-]32 month
      period.

            


    

    


    
      	
              5.3

            	
              The
      launch plan for each new line of PRODUCTS shall be presented at the
      relevant marketing proposal presentation referred to in Section 5.1
      above, or at a separate presentation if agreed by the
    parties.

            


    

    


    
      	
              5.4

            	
              LICENSEE
      shall be responsible for producing and circulating all advertising and
      promotional materials in the TERRITORY at its cost. LICENSEE agrees to
      take LICENSOR’S image into consideration in its advertising and promotion
      for the PRODUCTS and to ensure that the advertising and promotion for the
      PRODUCTS will be in accordance with LICENSOR’S image and reputation and
      will not harm or diminish LICENSOR’S image and reputation and the goodwill
      LICENSOR has built up with its other products. LICENSEE further agrees to
      consult with LICENSOR with regard to advertising and sales promotion and
      to take LICENSOR’S advice into due consideration in order to develop
      advertising which is consistent with the image and reputation of LICENSOR.
      Notwithstanding the foregoing, LICENSOR shall have final approval over the
      advertising agency, model, stylist and photographer used in each key
      campaign.

            


    

    


    
      	
              5.5

            	
              The
      parties agree that LICENSOR shall have approval rights with regard to the
      advertising and marketing for the PRODUCTS
over

            


    

    


    the
“central” marketing materials

    the
“central” PR releases

    the
“central” advertising material

    major
public relation events

    


    (“central”
means the initial core materials that will be sent by LICENSEE to international
markets for translation and adaptation to local markets. It is thereby
understood, that there will be no “local” marketing, PR and advertising material
other than the translated or to the local needs adapted “central” marketing, PR
and advertising material).

     

      
        


    

    
      
        31
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.31.  

      

      
        32
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.32.

      

    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    If
LICENSOR does not consent to any of LICENSEE’S proposals with regard to the
advertising and marketing for the PRODUCTS, it shall give its reasons for such
withholding and agrees to submit its ideas, input and advice with regard thereto
to LICENSEE within [———-]33 business days after
having received such proposal. LICENSEE agrees to take LICENSOR’S comments,
ideas, input and advice into consideration and amend or revise its proposal
and/or implement LICENSOR’S suggestions and submit the revised proposal to
LICENSOR for approval-it being understood that LICENSOR and LICENSEE shall use
their best endeavours to closely cooperate in order to have finally an agreed
marketing plan.

    


    
      	
              5.6

            	
              LICENSEE
      undertakes to spend jointly with its distributors the following amounts in
      respect of advertising and marketing of the PRODUCTS (hereinafter called
      “Advertising and Marketing
Expenditure”)

            


    

    


    
      	
               
      

            	
              5.6.1

            	
              in
      the event that the fragrance is launched in CONTRACTUAL YEAR 2010, in
      CONTRACTUAL YEAR 2010, the minimum amount of the Advertising and Marketing
      Expenditure shall be Euros [———-]34

            


    

    


    
      	
               
      

            	
              5.6.2

            	
              in
      the CONTRACTUAL YEAR 2011, the minimum amount of the Advertising and
      Marketing Expenditure shall be Euros [———-]35;

            


    

    


    
      	
               
      

            	
              5.6.3

            	
              in
      the CONTRACTUAL YEAR 2012, the minimum amount of the Advertising and
      Marketing Expenditure shall be Euros [———-]36;

            


    

    


    
      	
               
      

            	
              5.6.4

            	
              during
      the three following CONTRACTUAL YEARS, the minimum amount of the
      Advertising and Marketing Expenditure shall be [———-]37 of the NET SALES
      in the year 2013 and [———-]38 of the NET SALES
      for the years 2014 and 2015;

            


    

    


    
      	
               
      

            	
              5.6.5

            	
              Subject
      to the provisions of article 7 below, the minimum amount of the
      Advertising and Marketing Expenditure shall be [———-]39 of the NET SALES
      for the remainder of the term of this agreement until 31st
      December 2021;

            


    

     

    
      	
              5.7

            	
              LICENSEE
      shall spend jointly with its distributors the amount of the minimum
      Advertising and Marketing Expenditure specified in clause 5.6.4 above
      split between the following
percentages:

            


    

     

    
      

    

    
      33
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.33.  

      
        34
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.34.  

      

      
        35
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.35.  

      

      
        36
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.36.  

      

      
        37
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.37.  

      

      
        38
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.38.  

      

      
        39
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.39.


      

    

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    - “Above
the line”
expenditures                                             [———-]40

    - “Below
the line”
expenditures                                             [———-]41

    


    For the
avoidance of doubt, an equivalent proportionate split shall be applied to the
Minimum Advertising and Marketing Expenditure specified in clauses 5.6.1 to
5.6.3 inclusive, which is represented as follows:-

    


    Clause
5.6.1- EUROS [———-]42

    - the
proportionate split is EUROS [———-]43 “Above the line” and
EUROS [———-]44 “Below the
line”

    


    Clause
5.6.2- EUROS [———-]45

    - the
proportionate split is EUROS [———-]46 “Above the line” and
EUROS [———-]47 “Below the
line”

    


    Clause
5.6.3 –EUROS [———-]48

    
      	
               
      

            	
              -

            	
              the
      proportionate split is EUROS [————]49 “Above the line”
      and EUROS [———-]50 “Below the
      line”

            


    

    


    Clause
5.6.4 – [———-]51

    
      	
               
      

            	
              -

            	
              the
      proportionate split is [———-]52 “Above the line”
      and [———-]53 “Below the
      line”

            


    

     

    
      
        

      

    

    
      
        40
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.40.  

      

      
        41
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.41.  

      

      
        42
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.42.  

      

      
        43
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.43.  

      

      
        44
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.44.  

      

      
        45
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.45.  

      

      
        46
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.46.  

      

      
        47
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.47.  

      

      
        48
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.48.  

      

      
        49
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.49.  

      

      
        50
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.50.  

      

      
        51
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.51.  

      

      
        52
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.52.  

      

      
        53
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.53.


      

    

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

       

    

    Clause
5.6.4 – [———-]54

    -the
proportionate split is [———-]55  “Above the
line” and [———-]56 “Below the
line”

    


    For the
purpose of this section 5.7, "Above the line" expenditures
shall include all advertising through mass media advertising (magazines, radio,
press/print, TV, billboards, web and internet banner ads, cinema) and
cooperative advertising (advertising related to the PRODUCTS in magazines and
store catalogues produced by or on behalf of retailers (such as Marionnaud,
Sephora, Saks), as well as direct production costs (agency costs, photographer,
buyouts, usage rights, modelling costs) and "Below the Line" expenditures
shall POS displays, testers, demonstration, gift with purchases, show cards,
windows, dummies, other sell-through (direct mail, consumer meetings (including
costs of independent beauty consultant incurred in respect of selling or
presenting the PRODUCTS in the point of sale), stand in department stores,
public relations (including trade shows).

    


    Product
development costs (e.g. tooling) for new PRODUCTS launched and pre-launch costs
(e.g. PR, events and basic set up costs) in the first year of their launch,
shall  NOT be included in the Advertising and Marketing
Expenditure.

    


    
      	
              5.8

            	
              Any
      information about LICENSOR as well as any pictures and photos of LICENSOR
      or LICENSOR’S OUTLETS shall be subject to LICENSOR’S prior written
      approval.

            


    

    


    LICENSOR
agrees to sell to LICENSEE a reasonable number of samples of other products of
LICENSOR at wholesale price and provide LICENSEE with a reasonable number of
photos, drawings, etc. of LICENSOR’S shops or products for LICENSEE’S use in
advertising, promotion or any other way. In the event that LICENSOR meets any
reasonable request of LICENSEE, for example, creating product for a photo shoot
or providing such other product and/or service which is specific to the
LICENSEE’s requirements, then LICENSEE shall fully reimburse LICENSOR for all
costs and expenses related thereto.

    


    
      	
              5.9

            	
              In
      case LICENSOR and LICENSEE intend to arrange for public relation
      statements referring to their co-operation they will beforehand consult
      with each other and harmonise words, pictures and further details of the
      public relation actions and each shall confirm in writing to the other its
      approval of the final format of such statement prior to public
      release.

            


    

    


    
      	
              5.10

            	
              If
      requested by LICENSEE, LICENSOR agrees to inform LICENSEE about its actual
      marketing strategies and communication concepts by providing LICENSOR with
      relevant technical information, namely any and all retail information in
      connection with, for example, creative and technical input with respect to
      design, image, corporate identity, brand direction, advertising, marketing
      and promotion (including LICENSOR’S global marketing policy) relating to
      the PRODUCTS;

            


    

     

    
      


    
      
        54
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.54.  

      

      
        55
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.55.  

      

      
        56
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.138.56.

      

    

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

    


    
      	
              5.11

            	
              LICENSEE
      shall take these strategies into reasonable consideration for the
      development of the advertising and promotion for the
    PRODUCTS.

            


    

    


    
      	
              5.12

            	
              If
      requested by either party, the parties shall consult with each other from
      time to time on advertising and promotion activities to be implemented
      jointly and/or together with other licensees, sub-licensees or franchisees
      of LICENSOR.

            


    

    


    
      	
              5.13

            	
              LICENSEE
      shall make available to LICENSOR:

            


    

    


    
      	
               
      

            	
              -

            	
              a
      [———-]57 report on the
      status of its expenditure for advertising, merchandising and promotions,
      including Advertising and Marketing Expenditure;
  and

            


    

    


    
      	
               
      

            	
              -

            	
              regular
      evidence of expenditure in relation to advertising, merchandising and
      promotion for the PRODUCTS by providing representative samples of its
      advertising, public relation releases,
etc.

            


    

    


    
      	
              5.14

            	
              LICENSOR
      shall be free to use for LICENSOR’S OUTLETS LICENSEE’S advertising and
      marketing materials for the PRODUCTS, subject to the limitations of rights
      granted by third parties in relation to such advertising and marketing
      materials for the PRODUCTS. To this end, LICENSEE will supply to LICENSOR
      reasonable quantities of aforesaid material, upon request by LICENSOR at
      local wholesale price.

            


    

    


    
      	
              5.15

            	
              LICENSEE
      shall reimburse LICENSOR for any expenses incurred on LICENSEE’s behalf in
      relation to marketing and advertising activities including but not limited
      to personal appearances, launch events, advertising shoots and public
      relations activities. Such expenses shall include but shall not be limited
      to the payment of First Class travel and accommodation for LICENSOR’s
      Senior Management (President and CEO) and Business Class travel and
      accommodation for all other LICENSOR
employees.

            


    

    


    
      	
              5.16

            	
              On
      a bi-annual basis LICENSEE shall submit to LICENSOR a list of requests for
      LICENSOR’s participation in certain activities to promote the PRODUCTS
      such as key media interviews, launch events, in store appearances and
      other such public relations activities as may be requested. LICENSEE shall
      reimburse LICENSOR’s costs and expenses for its participation in any of
      the activities. LICENSEE acknowledges that LICENSOR has the absolute right
      to refuse to participate in any given activity without giving any
      reasons.

            


    

    


    
      	
              5.17

            	
              It
      is acknowledged that from time to time Tamara Mellon or such similarly
      situated Executive at the given time (“JC President”) shall be making
      personal appearances to promote the PRODUCTS upon the mutual agreement of
      the parties. In the event that the JC President participates in any
      broadcast media, television show, red carpet event, or key editorial shoot
      focused on the PRODUCTS then LICENSEE shall reimburse LICENSOR for make
      up, stylist and First Class travel and accommodation (including specialist
      driver services) costs and
expenses.

            


    

     

    
      

    

    
      57 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.57.

    

    


    
      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      

    

     

    
      	
              6.

            	
              DISTRIBUTION

            


    

    


    
      	
              6.1

            	
              LICENSEE
      agrees to distribute the PRODUCTS or have them distributed by its RELATED
      COMPANIES or third party distributors only through selected distribution
      channels (speciality department stores, qualified independent perfumeries,
      select perfumery chains and travel retail outlets) of a similar standing
      luxury and prestige to the Jimmy Choo brand and subject that other brands
      of same level of profile as Jimmy Choo are also represented. For the
      avoidance of doubt, LICENSEE will inform LICENSOR of its proposed
      arrangements with regard to US distribution for its prior written
      approval.

            


    

    


    
      	
              6.2

            	
              LICENSEE
      shall use its best efforts to ensure that such outlets conform with
      LICENSOR’S selective distribution criteria as set out in Annex D hereto.
      LICENSOR reserves the right for its representatives to visit all outlets
      supplied by LICENSEE or its authorised distributors in order to ensure
      that they do so conform and, in the event they do not and after being
      requested by LICENSOR, LICENSEE shall, subject to compliance with local
      laws, ensure that such outlets will no longer be supplied with the
      PRODUCTS.

            


    

    


    
      	
              6.3

            	
              LICENSEE
      agrees not to distribute or sell the PRODUCTS though correspondence
      (including internet, mail order / catalogue sales) without first obtaining
      LICENSOR’S written consent. LICENSEE further agrees that the marketing,
      distribution or sale of the PRODUCTS through any electronic means such as
      the Internet shall only be authorised for approved retailers provided they
      have a physical outlet fulfilling the criteria as set out in Section
      6.2/Annex D, and provided that the use of the Internet is consistent with
      the high quality and high luxury image of the PRODUCTS and criteria as
      LICENSOR may reasonably communicate from time to
  time.

            


    

    


    
      	
              6.4

            	
              LICENSOR
      shall be free, in its exclusive discretion, to market and sell the
      PRODUCTS through LICENSOR’S OUTLETS in the TERRITORY. It is agreed that
      LICENSOR, and any of its RELATED COMPANIES or franchisees, shall order the
      PRODUCTS from LICENSEE, and LICENSEE shall accept, or procure the
      acceptance of such orders, and shall deliver the PRODUCTS to LICENSOR at
      local wholesale price minus [———-]58. Royalties shall
      be paid in accordance with the provisions of Section 3 above on sales to
      LICENSOR, any of its RELATED COMPANIES or franchisees in accordance with
      this Section.

            


    

    


    
      	
              6.5

            	
              LICENSEE
      shall sell the PRODUCTS to employees of LICENSOR at LICENSEE’s wholesale
      price less [———-]59.

            


    

     

    
      

    

    58 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.58.

    59 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.59.


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              TERM
      AND TERMINATION

            


    

    


    
      	
              7.1

            	
              The
      term of this AGREEMENT shall commence on January 1, 2010 and shall have a
      duration of twelve (12) CONTRACTUAL YEARS expiring on December 31,
      2021.  This AGREEMENT may be terminated, with effect from 31
      December 2016 subject to a six-month prior notice, if  the
      LICENSEE has not complied with the payment of the minimum royalties in
      clause 3.2, the minimum Advertising and Marketing spend in clause 5.6 or
      if the LICENSEE has not achieved during the CONTRACTUAL YEAR 2015 at least
      EUROS [————]60 NET
      SALES.

            


    

    


    
      	
              7.2

            	
              If
      the aggregate of the NET SALES from 1 January 2015 to 31 December 2015 in
      respect of the licensed PRODUCTS is less than EUROS [———-]61 NET SALES, either
      party shall, with effect from 31 December 2016, be entitled to terminate
      this Agreement, by giving at least [———-]62 month’s notice
      expiring on or before 31 December
2016.

            


    

    


    
      	
              7.3

            	
              The
      parties agree that they shall no later than 31 December 2018 (CONTRACTUAL
      YEAR 9) consult together with a view to agreeing the terms and conditions
      upon which they may further extend the AGREEMENT for a further [————]63 years until 31
      December 2026, but in the absence of any such renewal agreement by 31
      December 2020 this Agreement shall terminate on 31 December
      2021.

            


    

    


    
      	
              7.4

            	
              If
      LICENSEE fails to invoice third parties and/or retailers by April 2011 for
      whatever reason, LICENSOR may terminate this AGREEEMENT by serving [———-]64 months notice on
      LICENSEE.

            


    

    


    
      	
              7.5

            	
              Each
      party shall be entitled to terminate the AGREEMENT upon written notice to
      the other party upon the occurrence of any of the following
      events:

            


    

    


    
      	
               
      

            	
              7.5.1

            	
              the
      other party shall default or fail to make when due any payment due
      hereunder, and such default or failure shall continue for a period of
      [———-]65 days after receipt
      of notice thereof from the other
party;

            


    

    


    
      	
               
      

            	
              7.5.2

            	
              a
      material breach of any provision of this AGREEMENT which is not remedied
      within [———-]66 days of written
      notice thereof;

            


    

    


    
      	
               
      

            	
              7.5.3

            	
              liquidation,
      insolvency or bankruptcy, suspension of payments, heavy indebtedness or
      discontinuance of business of the other
party;

            


    

    


    
      	
               
      

            	
              7.5.4

            	
              any
      of the circumstances referred to in Section 19
      below persist for a period of at least [———-]67 calendar
      months.

            


    

     

    
      

    

    60 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.60.

    61 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.61.

    62 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.62.

    63 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.63.

    64 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.64.

    65 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.65.

    66 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.66.

    67 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.67.

     

    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    

    


    
      	
              7.6

            	
              Any
      notice of termination must be given by means of a registered letter sent
      to the relevant party’s address in accordance with the provisions of Section 12
      below.

            


    

    


    
      	
              7.7

            	
              Upon
      the expiration or termination of the
AGREEMENT:

            


    

    


    
      	
               
      

            	
              7.7.1

            	
              LICENSEE
      shall cease to manufacture the PRODUCTS, the BOTTLES and the
      PRESENTATION;

            


    

    


    
      	
               
      

            	
              7.7.2

            	
              provided
      the termination has not been a result of default of LICENSEE or of notice
      having been given by either party under Sections 7.4
      above, LICENSEE shall be entitled to sell off the existing stock of
      PRODUCTS for a period up to [———-]68 months following
      the date of termination and to use up the existing materials for the
      manufacture of the PRODUCTS and to sell off the so-produced PRODUCTS
      within the sell-off period. During the sell-off period LICENSEE shall
      continue to provide [———-]69 reports and pay
      royalties on NET SALES, but shall not be obliged to pay any minimum
      royalties. PRODUCTS will not be sold at a discount (other than ordinary
      discounts in the normal course of business) unless LICENSOR’S prior
      written approval has been obtained;

            


    

    


    
      	
               
      

            	
              7.7.3

            	
              LICENSEE
      shall either at the end of the sell-off period referred to in Section
      7.7.2 above or, if there is no sell-off period, upon expiration or
      termination of the AGREEMENT, promptly supply to LICENSOR an inventory of
      the PRODUCTS, BOTTLES and PRESENTATION and all other materials relevant to
      manufacture, marketing and distribution of the PRODUCTS, including but not
      limited to bottles, folding-boxes or other containers then in stock, and
      an inventory of all relevant tooling. LICENSOR shall have the right to
      purchase the inventory at production cost or, in case of tooling, at its
      depreciated value (based on depreciation over five years in accordance
      with standard accounting principles) within [———-]70 months after
      receipt of the inventory; If not otherwise agreed between the parties,
      LICENSOR, if using its option, has to acquire any and all of the PRODUCTS,
      bottles, packaging, semi-finished PRODUCTS and materials, unless obsolete,
      damaged or otherwise un-saleable at the lower of cost or net realisable
      value;

            


    

    


    
      	
               
      

            	
              7.7.4

            	
              LICENSEE
      will return all material relating to the PRODUCTS which is the property of
      LICENSOR promptly following termination or, if relevant, at the end of the
      sell-off period;

            


    

    


    
      	
               
      

            	
              7.7.5

            	
              all
      rights granted to LICENSEE to use the TRADEMARKS, the TRADENAME, the
      BOTTLES and the PRESENTATION and the scent/fragrance of the PRODUCTS shall
      cease.

            


    

     

    
      

    

    
      68 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.68.

    

    69 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.69.

    70 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.70.


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    

     

    
      	
              7.8

            	
              Stocks
      of PRODUCTS, BOTTLES and PRESENTATION which display the TRADEMARKS and any
      relevant tooling not purchased by LICENSOR and not disposed of during the
      sell-off period may be disposed of in such manner as shall be mutually
      agreed by the parties or, failing agreement shall be
      destroyed.

            


    

    


    
      	
              8. 

            	
              TRADEMARKS
      AND OTHER INTELLECTUAL PROPERTY
RIGHTS

            


    

    


    
      	
              8.1

            	
              LICENSOR
      guarantees and warrants that it is, respectively, will be, the owner of
      the TRADEMARKS set forth in Annex A
      hereto and the TRADENAME for the PRODUCTS and to grant this exclusive
      license to use the TRADEMARKS set forth in Annex A
      hereto and the TRADENAME for the PRODUCTS for the purpose of this
      AGREEMENT.

            


    

    


    
      	
              8.2

            	
              Subject
      to this Section 8.and in general information with respect to the
      TRADEMARKS supplied to LICENSEE during the TERM of this AGREEMENT,
      LICENSOR undertakes to (i) defend LICENSEE against any and all claims by
      third parties based on the use by LICENSEE in accordance with this
      AGREEMENT of the TRADEMARKS and/or the TRADENAME and (ii) to indemnify,
      reimburse and hold LICENSEE harmless from any and all liability, damages,
      cost and expenses, including reasonable attorneys’ fees incurred by
      LICENSEE, arising from any such claims made by third parties against
      LICENSEE with respect to LICENSEE’S use of the TRADEMARKS and/or the
      TRADENAME in accordance with this
AGREEMENT.

            


    

    


    
      	
              8.3

            	
              LICENSEE
      acknowledges that LICENSOR and/or its RELATED COMPANIES are the exclusive
      owners of all rights, title and interests in the TRADEMARKS and/or the
      TRADENAME and any part thereof and any other element, whether or not
      capable of being registered as a trademark together with all rights in the
      designs, copyright, including sketches and technical drawings or other
      intellectual property or materials relating to the PRODUCTS, the
      PRESENTATION and the BOTTLES, whether produced by LICENSOR or by LICENSEE
      or by any sub-contractor or third party appointed by LICENSEE, and of all
      goodwill attached thereto and agrees not to attack these rights or to
      induce or support any such attacks. The parties agree that any rights in
      the TRADEMARKS and the TRADENAME arising from the use of the TRADEMARKS
      and/or the TRADENAME or any part thereof by LICENSEE shall inure solely to
      the benefit of LICENSOR and/or its RELATED COMPANIES. LICENSEE irrevocably
      agrees that any rights which it and/or any of its RELATED COMPANIES may
      acquire by virtue of this AGREEMENT in respect of the TRADEMARKS, the
      TRADENAME, the PRESENTATION and the BOTTLES shall vest in and promptly
      upon request be assigned for the nominal consideration of £1 to the
      LICENSOR and/or its RELATED COMPANIES
  absolutely.

            


    

    


    
      	
              8.4

            	
              The
      parties agree to inform each other about any and each substantial
      violation or infringement of the TRADEMARKS in relation to the PRODUCTS,
      the PRESENTATION, the BOTTLES and other trademarks to be used in
      conjunction with the TRADEMARKS  and/or the TRADENAME by third
      parties which come to their
knowledge.

            


    


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    

    


    
      	
              8.5

            	
              LICENSOR
      agrees to use its best endeavours to keep at its own cost and expense the
      registrations of the TRADEMARKS and other trademarks to be used in
      conjunction with the TRADEMARKS (in accordance with this AGREEMENT) in
      full force and effect for the TERM of this AGREEMENT and to keep LICENSEE
      informed on the legal status of the applications and registrations of the
      TRADEMARKS and the other trademarks to be used in conjunction with the
      TRADEMARKS in international class of goods
3.

            


    

    


    
      	
              8.6

            	
              With
      respect to PRODUCTS launched since the signing of this AGREEMENT LICENSOR
      shall carry all costs in relation to the registration and administrative
      procedures of new names that have been approved under Section 4.2
      above.

            


    

    


    
      	
              8.7

            	
              LICENSOR
      shall at its reasonable business discretion defend the TRADEMARKS, the
      TRADENAME and the PRODUCTS as well as any other trademarks used in
      relation to the PRODUCTS in accordance with the terms of this AGREEMENT,
      at its own cost and in co-ordination with LICENSEE against any and all
      violations or infringements which, according to LICENSOR’S reasonable
      business discretion, may have a materially adverse impact on this
      AGREEMENT, especially against confusingly similar trademarks, trademark
      applications or use by third parties for any goods and/or services
      identical with or similar to the PRODUCTS. If requested by LICENSOR,
      LICENSEE undertakes to assist or support LICENSOR in its measures of
      defence within its ability.

            


    

    


    
      	
              8.8

            	
              Any
      cost and expenses reasonably and properly incurred arising from a
      necessary or requested participation of LICENSEE in the measures of
      defence of the TRADEMARKS will be refunded by
  LICENSOR.

            


    

    


    
      	
              8.9

            	
              If
      LICENSEE, in its reasonable business discretion, identifies a violation or
      infringement of the TRADEMARKS and/or the TRADENAME which in its
      reasonable opinion may have a materially adverse impact on this AGREEMENT,
      it shall promptly inform LICENSOR and LICENSOR agrees to enter into
      discussions with LICENSEE as to the best course of action to adopt to deal
      with such violation. The LICENSOR shall not be obliged to bring or defend
      any proceedings, whether from infringement or otherwise, in respect of the
      TRADEMARKS if it decides in its sole discretion not to do so and LICENSEE
      shall not be entitled to bring or defend any action unless it has received
      the LICENSOR’s prior written consent. Any such action brought or defended
      by the LICENSEE shall be at LICENSEE’s sole expense and it shall not be
      entitled to settle such action without the LICENSOR’s prior written
      consent. Any benefit arising will be for the sole benefit of the
      LICENSOR.

            


    

    


    
      	
              8.10

            	
              LICENSEE
      undertakes at the request of LICENSOR to sign any document necessary for
      the registration and/or maintenance of the validity of the TRADEMARKS. In
      addition, to the extent that LICENSOR should deem it advisable to protect
      the TRADEMARKS, LICENSEE agrees to provide a statement to the effect that
      LICENSEE is producing, selling and promoting the PRODUCTS under LICENSOR’S
      control, together with such other assistance (at LICENSOR’S cost) as
      LICENSOR reasonably deems necessary for this
  purpose.

            


    


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    

    


    
      	
              8.11

            	
              LICENSEE
      agrees that it shall not, at any time, directly or indirectly contest the
      validity of the registration of the TRADEMARKS or LICENSOR’S other
      intellectual property rights (including those in the PRESENTATION and the
      BOTTLES) to the extent that such rights relate to the subject matter of
      this AGREEMENT, or their ownership by LICENSOR, its RELATED COMPANIES,
      successors and/or assignees.

            


    

    


    
      	
              8.12

            	
              LICENSEE
      agrees not to use the TRADEMARKS or LICENSOR’S other intellectual property
      rights in respect of the PRESENTATION and the BOTTLES in connection with
      the sale of any products other than the PRODUCTS, nor to use, other than
      under the terms of this AGREEMENT, the TRADEMARKS and/or the TRADENAME as
      a part of its trading name and shall not use in its business any other
      trade or service mark, other than under the terms of this AGREEMENT, so
      resembling the TRADEMARKS as to be likely to cause
    confusion.

            


    

    


    
      	
              8.13

            	
              LICENSEE
      shall use the TRADEMARKS and all designs, sketches, models, prototypes and
      other material directly related to the PRODUCTS as well as the
      PRESENTATION  and the BOTTLES, solely in connection with the
      production, marketing, merchandising, distribution, advertising,
      promotion, and sale in the TERRITORY of the PRODUCTS and any OTHER
      PRODUCTS which LICENSOR has agreed may be sold or given away with the
      PRODUCTS.

            


    

    


    
      	
              8.14

            	
              LICENSEE
      shall, upon LICENSOR’S reasonable request, mark all labels, cartons, price
      lists, promotional and advertising, merchandising and promotional material
      and other printed or duplicated material for or relating to the PRODUCTS
      with a notice in a form as is normal practice in the industry to the
      effect that the TRADEMARKS are registered trademarks and/or the property
      of LICENSOR.

            


    

    


    
      	
              8.15

            	
              LICENSEE
      agrees to use the TRADEMARKS set forth in Annex A only in
      the form as represented in ANNEX A or as may be provided by LICENSOR from
      time to time on the PRODUCTS and for the advertising and promotion for the
      PRODUCTS. This obligation shall not apply where a TRADEMARK is used within
      continuous, flowing text (e. g. in press releases and descriptive texts)
      where it could be impracticable to use the TRADEMARKS in the form
      represented in ANNEX A Part 1, provided that such representation of the
      TRADEMARKS shall be as close to the form represented in ANNEX A as is
      practicable in the circumstances.

            


    

    


    
      	
              8.16

            	
              LICENSEE
      shall be responsible for identifying appropriate names for all new ranges
      of the PRODUCTS, together with, if appropriate, new BOTTLES and
      PRESENTATION for such new ranges and, to that end, LICENSEE agrees
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              it
      shall use reasonable endeavours to ensure the availability of all proposed
      names, designs for new BOTTLES and PRESENTATION and shall carry out the
      necessary worldwide trademark searches at its sole cost;
    and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              it
      shall assist LICENSOR, at LICENSOR’S reasonable request and cost, in
      applying to register, registering or otherwise protecting in LICENSOR’S
      name any new names, BOTTLE design and/or PRESENTATION approved by LICENSOR
      in accordance with this
AGREEMENT.

            


    


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iii)

            	
              LICENSOR
      shall have the right to file, to register and/or to use the name with
      respect to any other category of products it (and/or its RELATED
      COMPANIES) presently markets and distributes under the
      TRADENAME.

            


    

    


    
      	
              9. 

            	
              EXCLUSIVITY

            


    

    


    
      	
              9.1

            	
              LICENSOR
      agrees, during the term of this
AGREEMENT:

            


    

    


    
      	
               
      

            	
              9.1.1

            	
              not
      to manufacture, advertise or promote, distribute or in any other way
      market products, which are identical to the PRODUCTS except as may be
      permitted in this AGREEMENT;

            


    

    
      	
               
      

            	
              9.1.2

            	
              not
      to consent to the use of the TRADEMARKS and/or the TRADENAME in connection
      with the manufacture, distribution, marketing and/or advertising of
      products which are identical to the PRODUCTS, alone or in conjunction with
      any additions.

            


    

    


    
      	
              10.

            	
              PRODUCT
      LIABILITY

            


    

    


    
      	
              10.1

            	
              LICENSEE
      shall manufacture or have manufactured the PRODUCTS at its own
      responsibility and shall enter into or maintain sufficient product
      liability insurance, such insurance to also cover the costs of undertaking
      a product recall.

            


    

    


    
      	
              10.2

            	
              LICENSEE
      agrees that the manufacture, marketing and distribution of the PRODUCTS,
      and any OTHER PRODUCTS (Section 2.7
      above) distributed or sold with the PRODUCTS will be in compliance with
      all applicable health and safety laws or regulations and with any relevant
      national and international cosmetic labelling, packaging, recycling or
      other relevant regulations in the countries of manufacture and
      distribution.

            


    

    


    
      	
              10.3

            	
              LICENSEE
      further agrees that it will organise and effect, at its own expense, all
      registrations as are necessary for compliance with local product
      registration and health or similar registration requirements. LICENSOR
      agrees to assist LICENSEE with regard to such registrations within its
      best abilities. LICENSEE agrees to reimburse LICENSOR any costs and
      expenses reasonably and properly incurred by LICENSOR in connection with
      such registrations.

            


    

    


    
      	
              10.4

            	
              LICENSEE
      agrees to defend, indemnify and hold LICENSOR harmless from and against
      any and all liability, damages, reasonable legal fees, reasonable cost and
      expenses incurred by LICENSOR in connection with any claims or legal
      actions made by third parties against LICENSOR arising out of a breach of
      the provisions of Section 10.2 and/or
      10.3 above, or arising out of the use of the TRADENAME by LICENSEE
      in accordance with Sections 2.2 to
      2.6 above or arising out of any damage or injury caused by any
      OTHER PRODUCT (Section 2.7
      above) sold with the PRODUCTS, the infringement of the intellectual
      property rights or other similar rights of any third party or any
      applicable national or international laws or regulations or any other acts
      or omissions of LICENSEE or any of its agents, employees or
      sub-contractors in connection with the performance of its obligations
      hereunder. This indemnity shall not extend to claims for compensation
      against LICENSOR which are due to LICENSOR’S own action or failure to
      act.

            


    


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    

    


    
      	
              11.

            	
              CONFIDENTIALITY

            


    

    


    
      	
              11.1

            	
              The
      parties agree to keep confidential and secret the provisions of this
      AGREEMENT and all non-public information and knowledge each party may
      acquire about the other including, without limitation, information
      concerning the marketing of their products, even if such information and
      knowledge have not expressly been referred to as secret or confidential.
      Such information and knowledge may only be used for the purpose of this
      AGREEMENT.

            


    

    


    
      	
              11.2

            	
              Notwithstanding
      anything to the contrary, the information and knowledge as identified
      hereinabove shall not be deemed confidential
if:

            


    

    


    
      
        
          	  	
                  11.2.1

                	
                  at
      the time of disclosure such information is in the public
      domain;

                


        

      

    

     

    
      
        	  	
                11.2.2

              	
                after
      disclosure such information becomes a part of the public domain, except by
      breach of this AGREEMENT;

              


      

    

     

    
      
        	  	
                11.2.3

              	
                such
      information must be disclosed as required by applicable law;
      or

              


      

    

     

    
      
        	  	
                11.2.4

              	
                such
      information is known to the other party at the time of
      disclosure.

              


      

    

    


    
      	
              11.3

            	
              The
      confidentiality provision will remain in force after the termination of
      the AGREEMENT, and upon termination, the parties agree to return to each
      other, or to destroy, as the other may request, all materials containing
      confidential and non-public information and
  knowledge.

            


    

    


    
      	
              11.4

            	
              The
      parties agree to impose this obligation of confidentiality upon all
      persons acting on their behalf, including but not limited to their
      employees, agents, consultants, sub-contractors, sub-licensees, managers
      and representatives.

            


    

    


    
      	
              11.5

            	
              Notwithstanding
      anything to the contrary contained in this
  AGREEMENT,

            


    

    


    LICENSOR
acknowledges that LICENSEE, has its ordinary shares traded on Euronext, and is
subject to various reporting obligations as a public company. LICENSOR further a
acknowledges that Inter Parfums, Inc., the parent company of LICENSEE (the
“PARENT COMPANY”), is a publicly held company with its Common Stock traded on
The Nasdaq Stock Market, National Market System and is subject to reporting
requirements of the United States federal securities laws. Nothing in the
AGREEMENT shall prohibit the disclosure as may be required of either PARENT
COMPANY or LICENSEE under such securities laws. LICENSEE agrees to discuss in
advance with LICENSOR any such public disclosure that may be required by of
either PARENT COMPANY or LICENSEE. LICENSOR on behalf of itself and its
affiliates shall not trade in the securities of Inter Parfums, Inc., on the
basis of non-public material information.


    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    

    


    
      	
              12. 

            	
              NOTICES

            


    

    


    
      	
              12.1

            	
              All
      reports, communications, requests, approvals and notices required or
      permitted by this AGREEMENT to be given to a party shall be in writing and
      shall be deemed to be duly given when sent by certified or registered
      mail, return receipt requested, addressed to the party concerned or by
      facsimile where the sender is able to demonstrate successful transmission
      by producing a properly addressed fax transmission report, as
      follows:

            


    

    


    To
LICENSOR:

    J Choo
Limited

    4, Lancer
Square

    Kesington
Church Street

    W8
4EH

    Attn: Ms.
H Merritt, Legal Director

    


    To
LICENSEE:

    Inter-Parfums
SA

    4
rond-point des Champs Elysées

    75008
PARIS

    Attn: M.
Philippe BENACIN

    


    or any
other address a party may communicate to the other party in
writing.

    


    
      	
              13. 

            	
              ASSIGNMENT

            


    

    


    
      	
              13.1

            	
              Except
      as otherwise provided for in accordance with the terms of this AGREEMENT,
      neither party shall be entitled to assign its rights or obligations
      hereunder without the prior written consent of the
  other.

            


    

    


    
      	
              13.2

            	
              LICENSEE
      shall have the right to assign the rights under the AGREEMENT to any
      RELATED COMPANY without LICENSOR’S consent. LICENSEE further will be
      entitled to grant sub-licenses to RELATED
  COMPANIES.

            


    

    


    
      	
              13.3

            	
              Any
      such assignment or sub-license under Section 13.1 or
      13.2 does in no way affect any of the assignor’s obligations under
      the AGREEMENT. The assignor agrees to remain liable for and guaranty the
      full performance of this AGREEMENT by the
  assignee.

            


    

    


    
      	
              14.

            	
              ENTIRE
      AGREEMENT, MODIFICATION AND CONCILIATION OF
  DISPUTES

            


    

    


    
      	
              14.1

            	
              This
      AGREEMENT and its Annexes contain a complete statement of all arrangements
      between the parties with respect to the subject matter and supersede all
      existing arrangements between them concerning this subject
      matter.

            


    

    


    
      	
              14.2

            	
              Modifications
      and/or supplements to this AGREEMENT are only valid if made in
      writing.

            


    

    


    
      	
              14.3

            	
              CONCILIATION
      OF DISPUTES

            


    


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              In
      the event of a disagreement between LICENSOR and LICENSEE as to the
      validity, construction, performance, or rescission of any provision
      hereof, the parties agree to follow the following conciliation procedure
      before filing any litigation:

            


    

    


    
      	
               
      

            	
              -

            	
              First,
      a meeting between operational managers shall be called by the promptest
      party to resolve the disagreement as quickly as possible after the
      disagreement arises. The purpose of this meeting shall be to find an
      out-of-court solution to the disagreement in question. Minutes of said
      meeting shall be drawn up.

            


    

    


    
      	
               
      

            	
              -

            	
              Second,
      if the meeting between operational managers does not result in an
      out-of-court solution, the chief executive officers of each of the parties
      shall meet and strive to resolve said disagreement amicably. Such meeting
      must be held in a timely manner and no later than [———-]71 days as of the
      meeting between operational
managers.

            


    

    


    Should
for a further period of [———-]72 days a dispute subsist
as to the validity, construction, performance, and/or rescission hereof in spite
of the conciliation procedure or should one of the parties refuse to follow the
aforementioned procedure promptly, carefully and in good faith, the said dispute
shall be subject to the court procedure as set out below in article
15.

    


    
      	
              15. 

            	
              APPLICABLE
      LAW, JURISDICTION

            


    

     

    This
Agreement shall be governed by, and construed in accordance with, English or Law
and each of the parties irrevocably submits to the exclusive jurisdiction of the
English courts.

     

    
      	
              16. 

            	
              REMEDIES,
      NO WAIVER

            


    

    


    The
specific remedies to which either party may resort under the terms hereof are
cumulative and are not intended to be exclusive of the remedies to which either
party is entitled. No waiver by either party, whether express or implied, of any
provision of this AGREEMENT or any breach or default of any one or more
instances, nor any delay by either party in exercising its rights hereunder,
except as provided for in this AGREEMENT, shall constitute or be deemed a
continuing waiver of such provision or of any other provision of this
AGREEMENT.

     

    
      

    

    71 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.71.

    72 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.72.


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    

    


    
      	
              17. 

            	
              SEVERABILITY

            


    

    


    The
provisions of this AGREEMENT are independent of and severable from each other
and no provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other provision or provisions may be
in whole or in part invalid or unenforceable. The parties hereby agree to
substitute any invalid provision by another valid provision in such a way that
the purpose of the invalid provision is reached as far as possible. The same
shall apply accordingly in case of an omission or an indefinite
provision.

    


    
      	
              18. 

            	
              SECTION
      HEADINGS

            


    

    


    Section
headings as used herein are for identification purposes only, and shall not
affect the meaning or construction of this AGREEMENT.

    


    
      	
              19. 

            	
              FORCE
      MAJEURE

            


    

    


    The
parties hereto shall not be responsible for any loss, damage, consequential or
otherwise, detention or delay caused by fire, law, regulation, civil or military
authority, insurrection or riot, national labour strike or wartime embargoes,
tempest, act of God, shortages or by any other cause whatsoever, which is
unavoidable or beyond the relevant party’s reasonable control; provided however,
that any such force majeure shall not release LICENSEE from its obligations to
make payment of amounts due and owing to LICENSOR in accordance with the terms
of this AGREEMENT. It is agreed that LICENSEE’S obligations to make payments of
amounts due and owing up to, and during, an event of such force majeure shall
not apply during the continuance of that force majeure in the event that the
force majeure itself renders LICENSEE unable to make such payments. In such
circumstances, LICENSEE undertakes to make payment of amounts owing to and
accrued to LICENSOR before and during such force majeure, promptly upon its
cessation.

    


    
      
        
          
            
              	
                      IN
      WITNESS whereof the parties have executed this
AGREEMENT

                    
	 
      	 
      	 
      
	
                      For
      and on behalf of

                    	 
      	
                      For
      and on behalf of

                    
	
                      LICENSOR

                    	 
      	
                      LICENSEE

                    
	 
      	 
      	 
      
	
                      London 29/9/09

                    	 
      	
                      Paris 29/9/09

                    
	
                      place
      and date

                    	 
      	
                      place
      and date

                    
	 
      	 
      	 
      
	
                      /s/ Joshua Schulman

                    	 
      	
                      /s/ Philippe BENACIN

                    
	
                      Name:
      Joshua Schulman

                    	 
      	
                      Name:
      Philippe BENACIN

                    
	
                      Title:
      Chief Executive Officer

                    	
                        

                    	
                      Title:
      President

                    


            

          

        

      

    


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    ANNEX
A

    


    THE
TRADEMARKS

    


    (Clause
1.4)

    


    The
trademarks as set forth the attached document

    


    
      
        
          
            	
                    For
      and on behalf of

                  	 
      	
                    For
      and on behalf of

                  
	
                    LICENSOR

                  	 
      	
                    LICENSEE

                  
	 
      	 
      	 
      
	
                    /s/ Joshua Schulman

                  	 
      	
                    /s/ Philippe BENACIN

                  
	
                    Name:
      Joshua Schulman

                  	 
      	
                    Name:
      Philippe BENACIN

                  
	
                    Title:
      Chief Executive Officer

                  	
                      

                  	
                    Title:
      President

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
B

    


    FORM OF ROYALTY
REPORT

    


    (Clause
3.3)

    


    At the
end of each quarter LICENSEE will provide the following reports which have been
approved by LICENSOR:

    


    
      	
               
      

            	
              -

            	
              [———-]73 sales by zone,
      country and client

            


    

    


    
      	
               
      

            	
              -

            	
              [———-]74  Statement
      allowing to isolate any sales being excluded from the NET SALES definition
      as per Clause 1.14

            


    

    


    
      
        
          
            	
                    For
      and on behalf of

                  	 
      	
                    For
      and on behalf of

                  
	
                    LICENSOR

                  	 
      	
                    LICENSEE

                  
	 
      	 
      	 
      
	
                    /s/ Joshua Schulman

                  	 
      	
                    /s/ Philippe BENACIN

                  
	
                    Name:
      Joshua Schulman

                  	 
      	
                    Name:
      Philippe BENACIN

                  
	
                    Title:
      Chief Executive Officer

                  	
                      

                  	
                    Title:
      President

                  


          

        

      

    

     

    
      

    

    73 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.73.

    74 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.74.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ANNEX
C

    


    PROJECTED
NET SALES AND PROJECTED ROYALTIES (Clause 3.1)

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                PROJECTED NET SALES (€)

                              	 
      	
                                PROJECTED ROYALTIES (€)

                              
	 
      	 
      	 
      
	
                                CY1-0
      (unless 2010 launch)

                              	 
      	
                                CY1-0
      (unless 2010 launch)

                              
	
                                CY2
      –[———-]75

                              	 
      	
                                CY2
      –[———-]76

                              
	
                                CY3-[———-]77

                              	 
      	
                                CY3-[———-]78

                              
	
                                CY4-[———-]79

                              	 
      	
                                CY4-[———-]80

                              
	
                                CY5-[———-]81

                              	 
      	
                                CY5-[———-]82

                              
	
                                CY6-[———-]83

                              	 
      	
                                CY6-[———-]84

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      

    

    75 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.75.

    76 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.76.

    77 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.77.

    78 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.78.

    79 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.79.

    80 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.80.

    81 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.81.

    82 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.82.

    83 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.83.

    84 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.84.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    For the
avoidance of doubt, it is agreed that the above figures are set out on an
indicative basis as far as there is no track record for a JIMMY CHOO business
fragrance. Therefore such projected net sales and related projected royalties
shall not be deemed to create any contractual obligations binding upon the
Licensee.

    


    
      
        
          
            	
                    For
      and on behalf of

                  	 
      	
                    For
      and on behalf of

                  
	
                    LICENSOR

                  	 
      	
                    LICENSEE

                  
	 
      	 
      	 
      
	
                    /s/ Joshua Schulman

                  	 
      	
                    /s/ Philippe BENACIN

                  
	
                    Name:
      Joshua Schulman

                  	 
      	
                    Name:
      Philippe BENACIN

                  
	
                    Title:
      Chief Executive Officer

                  	
                      

                  	
                    Title:
      President

                  


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ANNEX
D

    


    SELECTIVE DISTRIBUTION
CRITERIA

    


    (Clause
6.2)

    


    Products
may only be sold in outlets which

    exude an
aura of luxury and exclusivity

    


    Such
outlets must, at a minimum have:

    


    
      	
              -

            	
              A
      solid reputation for selling women luxury fragrances established over a
      minimum of [———-]85 years trading.
      These perfumes must include at least four of the following: [———-]86

            


    

    
      	
              -

            	
              A
      reputation and image compatible with the high quality and reputation of
      the TRADEMARK Jimmy Choo

            


    

    
      	
              -

            	
              A
      portfolio of brands of a similar luxury standing and prestige to the Jimmy
      Choo brand

            


    

    
      	
              -

            	
              Clean,
      well maintained shop fittings

            


    

    
      	
              -

            	
              Appropriate
      space devoted to luxury fragrances

            


    

    
      	
              -

            	
              Staff
      knowledgeable about luxury
fragrances.

            


    

    


    
      
        
          
            	
                    For
      and on behalf of

                  	 
      	
                    For
      and on behalf of

                  
	
                    LICENSOR

                  	 
      	
                    LICENSEE

                  
	 
      	 
      	 
      
	
                    /s/ Joshua Schulman

                  	 
      	
                    /s/ Philippe BENACIN

                  
	
                    Name:
      Joshua Schulman

                  	 
      	
                    Name:
      Philippe BENACIN

                  
	
                    Title:
      Chief Executive Officer

                  	
                      

                  	
                    Title:
      President

                  


          

        

      

    

     

    
      

    

    85 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.85.

    86 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.138.86.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
E

    


    ANNUAL MARKETING
PLAN

    


    Information
to be included in each Annual Marketing Plan

    


    (Clause
5.1 (a))

    


    
      	
              (a)

            	
              Calendar
      of Main Activities

            


    

    


    
      	
              (b)

            	
              Conceptual
      Approach – by Product and
Communication

            


    

    


    
      	
              (c)

            	
              Brand
      Name (or code name)

            


    

    


    
      	
              (d)

            	
              Price
      Positioning

            


    

    


    
      	
              (e)

            	
              Distribution:
      sales and distribution plan by
countries.

            


    

    


    
      	
              (f)

            	
              Assortment

            


    

    -            SKU

    -            GWP

    -            Promo

    -            Display

    -            Tester

    -            Samples

    


    
      	
              (g)

            	
              Projected
      Net Sales Targets – by Product line and
  countries

            


    

    


    
      	
              (h)

            	
              Communication

            


    

    
      	
               
      

            	
              -

            	
              advertising
      and marketing as detailed in section 5.6, presented in summary
      form

            


    

    


    
      	
              (j) 

            	
              New
      Product Launch Plan

            


    

    


    
      	
              (i)

            	
              Financial
      commitments planned by month reconciled to the commitments in the
      AGREEMENT

            


    

    


    
      
        
          
            
              
                
                  	
                          For
      and on behalf of

                        	 
      	
                          For
      and on behalf of

                        
	
                          LICENSOR

                        	 
      	
                          LICENSEE

                        
	 
      	 
      	 
      
	
                          /s/ Joshua Schulman

                        	 
      	
                          /s/ Philippe BENACIN

                        
	
                          Name:
      Joshua Schulman

                        	 
      	
                          Name:
      Philippe BENACIN

                        
	
                          Title:
      Chief Executive Officer

                        	
                            

                        	
                          Title:
      President