051 0115 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Deborah Platt Majoras, Chairman 

Thomas B. Leary 

Pamela Jones Harbour 

Jon Leibowitz 

) 

In the Matter of ) 

) 

THE PROCTER & GAMBLE COMPANY, ) 

a corporation; ) 

) Docket No. C-4151 

and ) 

) 

THE GILLETTE COMPANY, ) 

a corporation. ) 

) 

) 

DECISION AND ORDER 

[Public Record Version] 

The Federal Trade Commission ("Commission"), having initiated an investigation of the 

proposed acquisition by Respondent The Procter & Gamble Company ("P&G") of Respondent 

The Gillette Company ("Gillette"), hereinafter referred to as “Respondents,” and Respondents 

having been furnished thereafter with a copy of a draft Complaint that the Bureau of Competition 

proposed to present to the Commission for its consideration and that, if issued by the 

Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as 

amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 

U.S.C. § 45; and 

Respondents, their attorneys, and counsel for the Commission having thereafter executed 

an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by 

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a 

statement that the signing of said Consent Agreement is for settlement purposes only and does 

not constitute an admission by Respondents that the law has been violated as alleged in such 

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, 

and waivers and other provisions as required by the Commission’s Rules; and 
The Commission having thereafter considered the matter and having determined that it 

had reason to believe that Respondents have violated the said Acts, and that a Complaint should 

issue stating its charges in that respect, and having thereupon issued its Complaint and an Order 

to Maintain Assets (attached to this Order as Appendix I), and having accepted the executed 

Consent Agreement and placed such Consent Agreement on the public record for a period of 

thirty (30) days for the receipt and consideration of public comments, now in further conformity 

with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission 

hereby makes the following jurisdictional findings and issues the following Decision and Order 

("Order"): 

1. Respondent P&G is a corporation organized, existing and doing business under 

and by virtue of the laws of the state of Ohio, with its offices and principal place 

of business located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202. 

2. Respondent Gillette is a corporation organized, existing and doing business under 

and by virtue of the laws of the state of Delaware, with its offices and principal 

place of business located at Prudential Tower, Boston, Massachusetts 02199. 

3. The Commission has jurisdiction of the subject matter of this proceeding and of 

Respondents, and the proceeding is in the public interest. 

ORDER 

I. 

IT IS ORDERED that, as used in the Order, the following definitions shall apply: 

A. "P&G" means The Procter & Gamble Company, its directors, officers, employees, agents, 

representatives, predecessors, successors, and assigns; and its joint ventures, subsidiaries, 

divisions, groups and affiliates in each case controlled by P&G, and the respective directors, 

officers, employees, agents, representatives, predecessors, successors, and assigns of each. 

After the Acquisition, P&G shall include Gillette. 

B. "Gillette" means The Gillette Company, its directors, officers, employees, agents, 

representatives, predecessors, successors, and assigns; and its joint ventures, subsidiaries, 

divisions, groups and affiliates in each case controlled by Gillette, and the respective 

directors, officers, employees, agents, representatives, predecessors, successors, and assigns 

of each. 

C. “Respondents” means P&G and Gillette, individually and collectively. 

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D. “Church & Dwight” means Church & Dwight Co., Inc., a corporation organized, existing, 

and doing business under and by virtue of the laws of the State of Delaware, having its 

principal place of business located at 469 North Harrison Street, Princeton, NJ 08543. 

E. “Philips” means Philips Oral Healthcare, Inc., a corporation organized, existing, and doing 

business under and by virtue of the laws of the State of Washington, with its offices and 

principal place of business located at 35301 Center Street, Snoqualmie, Washington 98065, 

together with its affiliates. 

F. "Acquisition" means the acquisition contemplated by the “Agreement and Plan of Merger” 

dated as of January 27, 2005, among The Procter & Gamble Company, Aquarium 

Acquisition Corp. and The Gillette Company. 

G. "Commission" means the Federal Trade Commission. 

H. "Acquisition Date" means the earlier of the following dates: 

1. the date the Respondents close on the Acquisition pursuant to the Acquisition

Agreement; or

2. the date the merger contemplated by the Acquisition Agreement becomes effective by 

filing the certificate of merger with the Secretary of State of the State of Delaware. 

I. “Agency(ies)” means any governmental regulatory authority or authorities in the world 

responsible for granting approval(s), clearance(s), qualification(s), license(s), or permit(s) 

for any aspect of the research, Development, manufacture, marketing, distribution, or sale of 

the Divestiture Products or the IntelliClean Products, respectively. 

J. “APDO Assets” means all of Respondent Gillette’s rights, title and interest in and to all 

assets related to Respondent Gillette’s worldwide business related to the APDO Products to 

the extent legally transferable, including the research, Development, manufacture, 

distribution, marketing, and sale of the APDO Products including, without limitation, the 

following: 

1. all Product Intellectual Property related to the APDO Products (which shall also include 

the following Product Trademarks: Power Stripe ®; Power Caps ® and Cool Spray ®, or 

any variations or derivatives of such Product Trademarks; provided however, that 

Respondents may receive a transitional license back for a limited period of time (as is 

approved by the Commission in the Remedial Agreements related to the APDO 

Products) to these three Product Trademarks for the purposes of winding up the use of 

such Product Trademarks in Respondent Gillette’s businesses associated with such 

Product Trademarks); 

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2. perpetual, fully paid-up and royalty-free license(s) with rights to sublicense to all 

Product Licensed Intellectual Property to use, make, distribute, offer for sale, promote, 

advertise, sell, import, export, or have used, made, distributed, offered for sale, 

promoted, advertised, sold, imported, or exported the APDO Products anywhere in the 

world; 

3. all Product Manufacturing Technology related to the APDO Products; 

4. all Product Marketing Materials related to the APDO Products; 

5. all Website(s) related to the APDO Products; 

6. at the Commission-approved Acquirer’s option, all Product Assumed Contracts related 

to the APDO Products (copies to be provided to the Commission-approved Acquirer on 

or before the Closing Date); 

7. all Respondent Gillette’s books, records, and files related to the foregoing or to the 

APDO Products; provided, however, that in cases in which documents or other 

materials included in the APDO Assets contain information: (1) that relates both to the 

APDO Products and to other Products or businesses of Respondent Gillette and cannot 

be segregated in a manner that preserves the usefulness of the information as it relates to 

the APDO Products; or (2) for which Respondent Gillette has a legal obligation to retain 

the original copies, Respondent Gillette shall be required to provide only copies or 

relevant excerpts of the documents and materials containing this information. In 

instances where such copies are provided to the Commission-approved Acquirer, 

Respondent Gillette shall provide the Commission-approved Acquirer access to original 

documents under circumstances where copies of documents are insufficient for 

evidentiary or regulatory purposes. The purpose of this proviso is to ensure that 

Respondent Gillette provides the Commission-approved Acquirer with the abovedescribed information without requiring Respondent Gillette completely to divest itself 

of information that, in content, also relates to Products and businesses other than the 

APDO Products; 

8. list of all customers and/or targeted customers for the APDO Products and the pricing

and/or planned or proposed pricing of the APDO Products for such customers; 

9. at the Commission-approved Acquirer’s option, all inventory in existence as of the 

Closing Date including, but not limited to, raw materials, packaging materials, work-inprocess and finished goods related to the APDO Products; 

10. all unfilled customer orders for finished goods as of the Closing Date related to the 

APDO Products (a list of such orders is to be provided to the Commission-approved 

Acquirer within two (2) days after the Closing Date); and 

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11. at the Commission-approved Acquirer’s option, the APDO Manufacturing Equipment. 

K. “APDO Core Employee(s)” means the Product Manufacturing Employees, the Product 

Marketing Employees, the Product Research and Development Employees and the Product 

Sales Employees related to the APDO Products. 

L. “APDO Manufacturing Equipment” means all manufacturing and other equipment located at 

Respondent Gillette’s facility located in Andover, Massachusetts, that was used, within the 

one (1) year period immediately prior to the Acquisition and/or within the one (1) year 

period immediately prior to the Closing Date, in the research, Development, manufacture, or 

packaging of the APDO Products. 

M. “APDO Products” means all Products Developed, in Development, manufactured, 

distributed, marketed or sold by Respondent Gillette prior to the Acquisition that were 

marketed or sold or to be marketed or sold as Products using the Product Trademark Right 

Guard® or any variations or derivatives of such Product Trademark; provided however, that, 

at the Commission-approved Acquirer’s option, “APDO Products” shall also include all 

Products Developed, in Development, manufactured, distributed, marketed or sold by 

Respondent Gillette prior to the Acquisition that were marketed or sold or to be marketed or 

sold as Products using any of the Product Trademarks Soft&Dri® and Dry Idea® or any 

variations or derivatives of such Product Trademarks; provided further, that, pending 

Commission approval of the divestiture of the APDO Assets, “APDO Products” includes 

Products using the Product Trademarks Soft&Dri® and Dry Idea® for the purposes of any 

requirements under this Order or the Order to Maintain Assets to maintain assets; provided 

further, that “APDO Products” does not include Products Developed, in Development, 

manufactured, distributed, marketed or sold by Respondent Gillette prior to the Acquisition 

that were marketed or sold or to be marketed or sold as Products using the Product 

Trademark Gillette Series® or any variations or derivatives of such Product Trademark. 

N. “APDO Releasees” means the Commission-approved Acquirer for the APDO Products or 

any entity controlled by or under common control with such Commission-approved 

Acquirer, or any licensees, sublicensees, manufacturers, suppliers, distributors, and 

customers of such Commission-approved Acquirer, or of such Commission-approved 

Acquirer-affiliated entities. 

O. “Closing Date” means as to each Divestiture Product the date on which Respondent (or a 

Divestiture Trustee) closes on the divestiture of the assets relevant to such Divestiture 

Product pursuant to this Order. 

P. “Commission-approved Acquirer” means the following: (1) an entity that is specifically 

identified in this Order to acquire particular assets that the Respondents are required to 

assign, grant, license, divest, transfer, deliver, or otherwise convey pursuant to this Order 

and that has been approved by the Commission to accomplish the requirements of this Order 

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in connection with the Commission’s determination to make this Order final; or (2) an entity 

approved by the Commission to acquire particular assets that the Respondents are required 

to assign, grant, license, divest, transfer, deliver, or otherwise convey pursuant to this Order. 

Q. “Confidential Business Information” means all information owned by, or in the possession 

or control of, Respondents that is not in the public domain and that is related to the research, 

Development, manufacture, marketing, commercialization, importation, exportation, cost, 

pricing, supply, sales, sales support or use of the Divestiture Product(s) or the IntelliClean 

Products, respectively; provided however, that “Confidential Business Information” shall 

not include, the following: 

1. information that subsequently falls within the public domain through no violation of this 

Order or breach of confidentiality or non-disclosure agreement with respect to such 

information by Respondents; 

2. information related to the SpinBrush Products that Respondent Gillette can demonstrate 

it obtained without the assistance of Respondent P&G prior to the Acquisition; 

3. information related to the Rembrandt Products that Respondent P&G can demonstrate it 

obtained without the assistance of Respondent Gillette prior to the Acquisition; 

4. information related to the APDO Products that Respondent P&G can demonstrate it 

obtained without the assistance of Respondent Gillette prior to the Acquisition; 

5. information related to the IntelliClean Products that Respondent Gillette can demonstrate 

it obtained without the assistance of Respondent P&G prior to the Acquisition; 

6. information that is required by Law to be publically disclosed; or 

7. information that does not relate to the Divestiture Product(s) or the IntelliClean

Products. 

R. “Contract Manufacture” means the manufacture of a Divestiture Product or the IntelliClean 

Products to be supplied by Respondent or a Designee. 

S. “Designee” means any entity other than Respondents that will manufacture a Divestiture 

Product for a Commission-approved Acquirer. 

T. “Development” means formulation, design (including packaging design), process 

development, manufacturing scale-up, development-stage manufacturing, quality 

assurance/quality control development, Product approval and registration. “Develop” means 

to engage in Development. 

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U. “Direct Cost” means a cost not to exceed the cost of direct labor and direct material used to 

provide the relevant assistance or service. “Direct Cost” to the Commission-approved 

Acquirer’s for its use of any of the Respondents’ employees shall not exceed the average 

hourly wage rate for such employee. 

V. “Divestiture Product” means a Product that is the subject of a divestiture under this Order, 

i.e., the APDO Products, the Rembrandt Products, or the SpinBrush Products, individually 

and collectively. 

W. "Divestiture Trustee" means the trustee appointed by the Commission pursuant to the

relevant provisions of this Order.

X. “Domain Name” means the domain name(s) (universal resource locators) and registration(s) 

thereof, issued by any entity or authority that issues and maintains the domain name 

registration. “Domain Name” shall not include any trademark or service mark rights to such 

domain names other than the rights to the Product Trademarks related to the Divestiture 

Products. 

Y. “Governmental Entity” means any Federal, state, local or non-U.S. government, or any

court, legislature, governmental agency, or governmental commission, or any judicial or

regulatory authority of any government.

Z. “High Volume Retail Account” means any retailer or distributor whose annual and/or 

projected aggregate annual sales in units or in dollars of a Divestiture Product in the United 

States on a company-wide level was or is among the top twenty highest of such sales within 

the United States on any of the following dates: 1) the end of the last quarter that 

immediately preceded the date of the public announcement of the proposed Acquisition; 2) 

the end of the last quarter that immediately preceded the Acquisition Date; or 3) the end of 

the last quarter that immediately preceded the Closing Date for the relevant assets. 

AA. “IntelliClean Products” means all Products Developed, in Development, manufactured, 

distributed, marketed or sold pursuant to the IntelliClean Agreement. This includes those 

toothbrushes marketed using the Sonicare® trademark and any variations or derivatives of 

such trademark and the dentifrice Product used in connection with the rechargeable 

toothbrush(es) that are a part of the IntelliClean Products. 

BB. “IntelliClean Agreement” means the “Commercialization Agreement (ONYX Advanced)” 

between Philips Oral Healthcare, Inc. and The Procter & Gamble Company dated as of 

August 1, 2003 including all amendments, exhibits, attachments, agreements, and schedules 

thereto entered into prior to the public announcement of the Acquisition, including, but not 

limited to, the “P&G/Philips Joint Evaluation Agreement Project ONYX” dated October 23, 

2001. The IntelliClean Agreement is attached to this Order and contained in non-public 

Appendix III. 

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CC. “IntelliClean Amended Agreement” means the “Agreement to Amend Commercialization 

Agreement (ONYX Advanced)” between Philips Oral Healthcare, Inc. and The Procter & 

Gamble Company dated September 21, 2005, and all amendments, exhibits, attachments, 

agreements, and schedules thereto, related to the Product IntelliClean, that have been 

approved by the Commission to accomplish the requirements of this Order. The IntelliClean 

Amended Agreement is attached to this Order and contained in non-public Appendix III. 

Upon amendment of the IntelliClean Agreement in accordance with the above-described 

agreement to amend, the “IntelliClean Amended Agreement” shall mean the “IntelliClean 

Agreement” as so amended. 

DD. “Interim Monitor” means any monitor appointed pursuant to Paragraph VI of this Order or 

Paragraph III of the related Order to Maintain Assets. 

EE. “Law” means all laws, statutes, rules, regulations, ordinances, and other pronouncements by 

any Governmental Entity having the effect of law. 

FF. “Order to Maintain Assets” means the Order to Maintain Assets incorporated into and made 

a part of the Agreement Containing Consent Orders. The Order to Maintain Assets is 

attached to this Order and contained in Appendix I. 

GG. “Patents” means all patents, patent applications, and statutory invention registrations, in 

each case existing as of the Closing Date (except where this Order specifies a different time), 

and includes all reissues, divisions, continuations, continuations-in-part, supplementary 

protection certificates, extensions and reexaminations thereof, all inventions disclosed 

therein, all rights therein provided by international treaties and conventions, and all rights to 

obtain and file for patents and registrations thereto in the world, related to any Product of or 

owned by Respondent(s) as of the Closing Date. 

HH. “Person” means any individual, partnership, joint venture, firm, corporation, association, 

trust, unincorporated organization, joint venture, or other business or governmental entity, 

and any subsidiaries, divisions, groups or affiliates thereof. 

II. “Product” means a retail consumer good Developed, made, distributed, marketed or sold by 

Respondent(s). 

JJ. “Product Assumed Contracts” means all of the following contracts or agreements: 

1. pursuant to which any Third Party purchases the Divestiture Product(s) from the 

Respondent(s); 

2. pursuant to which the Respondent(s) purchases any materials from any Third Party for 

use in connection with the manufacture of the Divestiture Product(s); 

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3. relating to any quality control trials involving the Divestiture Product(s); 

4. relating to the marketing of the Divestiture Product(s) or educational matters relating to 

the Divestiture Product(s) including, but not limited to, the slotting and/or shelf spacing 

assignments of the Divestiture Product with the High Volume Retail Accounts; 

5. relating to the manufacture of the Divestiture Product(s); 

6. constituting confidentiality agreements involving the Divestiture Product(s); 

7. involving any royalty, licensing, or similar arrangement involving the Divestiture 

Product(s); 

8. pursuant to which any services are provided with respect to the Divestiture Product(s) or 

the Divestiture Product(s) business, including consultation arrangements; and/or 

9. pursuant to which any Third Party collaborates with the Respondent(s) in the 

performance of research, Development, marketing or selling of the Divestiture 

Product(s) or the Divestiture Product(s) business; 

provided, however, that where any such contract or agreement also relates to a Retained 

Product(s), Respondent(s) shall assign the Commission-approved Acquirer all such rights 

under the contract or agreement as are related to the Divestiture Product(s), but 

concurrently may retain similar rights for the purposes of the Retained Product(s). 

KK. “Product Copyrights” means rights to all original works of authorship of any kind related to 

the Divestiture Product(s) or the IntelliClean Products and any registrations and applications 

for registrations thereof, including, but not limited to, the following: all promotional 

materials for retailers; all promotional materials for customers; copyrights in Development 

data and reports relating to the research and Development of the Divestiture Product(s) or 

the IntelliClean Products or of any materials used in the research, Development, 

manufacture, marketing or sale of the Divestiture Product(s) or the IntelliClean Products, 

including all raw data relating to quality trials of the Product(s), customer information, 

promotional and marketing materials, the Divestiture Product(s) or the IntelliClean Products 

sales forecasting models, Website content and advertising and display materials; all records 

relating to employees who accept employment with the Commission-approved Acquirer 

(excluding any personnel records the transfer of which is prohibited by applicable Law); all 

records, including customer lists, sales force call activity reports, vendor lists, sales data, 

slotting allowance data, speaker lists, manufacturing records, manufacturing processes, and 

supplier lists; all data contained in laboratory notebooks relating to the Divestiture 

Product(s) or the IntelliClean Products. 

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LL. “Product Employee Information” means the following, as and to the extent permitted by the 

Law: 

1. a complete and accurate list containing the name of each relevant employee (including 

former employees who were employed by Respondent(s) within ninety (90) Days of the 

execution date of any Remedial Agreement); 

2. with respect to each such employee, the following information: 

a. the date of hire and effective service date; 

b. job title or position held; 

c. a specific description of the employee’s responsibilities related to the relevant 

Divestiture Product; provided, however, in lieu of this description, Respondent(s) 

may provide the employee’s most recent performance appraisal; 

d. the base salary or current wages; 

e. the most recent bonus paid, aggregate annual compensation for the Respondent’s 

last fiscal year and current target or guaranteed bonus, if any; 

f. employment status (i.e., active or on leave or disability; full-time or part-time); and 

g. any other material terms and conditions of employment in regard to such employee 

that are not otherwise generally available to similarly situated employees; and 

3. at the Commission-approved Acquirer’s option or the Proposed Acquirer’s option (as 

applicable), copies of all employee benefit plans and summary plan descriptions (if any) 

applicable to the relevant employees. 

MM. “Product Intellectual Property” means all of the following related to a Divestiture Product or 

the IntelliClean Products (other than Product Licensed Intellectual Property): 

1. Patents; 

2. Product Copyrights; 

3. Product Trademarks, trade names, Product Trade Dress, trade secrets, know-how, 

techniques, data, inventions, practices, methods, and other confidential or proprietary 

technical, business, research, Development and other information; and 

4. rights to obtain and file for patents and registrations thereof; 

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provided, however, “Product Intellectual Property” does not include the names or 

trade dress of “Procter & Gamble”, “P&G”, “Gillette”, “Oral-B”, “Crest”, “Blend-aMed”, “Blend-a-Dent”, “Blendi”, “Ipana”, “AZ”, “Series”, or the names or trade dress 

of any other corporations, companies, or brands owned or sold by Respondents or 

related logos to the extent used on Respondent P&G’s or Respondent Gillette’s 

Retained Products. 

NN. “Product Licensed Intellectual Property” means the following: 

1. Patents that are related to a Divestiture Product or the IntelliClean Products that 

Respondent(s) can demonstrate have been routinely used, prior to the Acquisition Date, 

by either Respondent P&G or Respondent Gillette (as applicable) for a Retained 

Product(s) that: 1) have been marketed or sold on a extensive basis by the relevant 

Respondent within the two-year period immediately preceding the Acquisition; or 2) for 

which, prior to the announcement of the Acquisition, there was an approved brand or 

marketing plan to market or sell such a Retained Product on an extensive basis by the 

Respondents; and 

2. trade secrets, know-how, techniques, data, inventions, practices, methods, and other 

confidential or proprietary technical, business, research, Development, and other 

information, and all rights in any jurisdiction to limit the use or disclosure thereof, that 

are related to a Divestiture Product or the IntelliClean Products and that Respondent(s) 

can demonstrate have been routinely used, prior to the Acquisition Date, by either 

Respondent P&G or Respondent Gillette (as applicable) for Retained Product(s) that: 1) 

have been marketed or sold on a extensive basis by the relevant Respondent within the 

two-year period immediately preceding the Acquisition; or 2) for which, prior to the 

announcement of the Acquisition, there was an approved brand or marketing plan to 

market or sell such a Retained Product on an extensive basis by the Respondents; 

provided however, that, in cases where the aggregate retail sales in dollars within the twoyear period immediately preceding the Acquisition of the Retained Product(s) collectively 

are less than the aggregate retail sales in dollars within the same period of the Divestiture 

Product(s) collectively, the above-described intellectual property shall be considered, at 

the Commission-approved Acquirer’s option, Product Intellectual Property and, thereby, 

subject to assignment to the Commission-approved Acquirer; provided further, however, 

that in such cases, Respondents may take a license back from the Commission-approved 

Acquirer for such intellectual property for use in connection with the Retained Products. 

OO. “Product Manufacturing Employees” means all salaried employees of Respondent(s) who 

directly have participated (irrespective of the portion of working time involved, unless such 

participation was part of a broad executive management portfolio above the level of value 

stream manager at Respondent Gillette, or consisted of oversight of legal, accounting, tax or 

financial compliance) in the manufacture of the Product(s), including, but not limited to, 

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those involved in the quality assurance and quality control of the Product(s), within the 

eighteen (18) month period immediately prior to the Closing Date. 

PP. “Product Manufacturing Technology” means all technology, trade secrets, know-how, and 

proprietary information (whether patented, patentable or otherwise) related to the 

manufacture (including, at the Commission-approved Acquirer’s option, all equipment used 

to manufacture) the Divestiture Products or the IntelliClean Products, respectively, 

including, but not limited to all product specifications, processes, product designs, plans, 

trade secrets, ideas, concepts, manufacturing, engineering, and other manuals, and drawings, 

standard operating procedures, flow diagrams, chemical, safety, quality assurance, quality 

control, research records, clinical data, compositions, annual product reviews, regulatory 

communications, and labeling and all other information related to the manufacturing 

process, and supplier lists. 

QQ. “Product Marketing Employees” means salaried management level employees of 

Respondent(s) who directly have participated (irrespective of the portion of working time 

involved, unless such participation was a part of a broad executive management portfolio 

above the brand manager level, or of oversight of legal, accounting, tax or financial 

compliance) in the marketing, contracting, or promotion of the Divestiture Product(s) in the 

United States within the eighteen (18) month period immediately prior to the Closing Date. 

These employees include, without limitation, all management level employees having any 

responsibilities in the areas of sales management, brand management, sales training, market 

research, but excluding administrative assistants. 

RR. “Product Marketing Materials” means all marketing materials used anywhere in the world 

related to the Divestiture Product(s) as of the Closing Date, including, without limitation, all 

advertising materials, training materials, product data, price lists, mailing lists, sales 

materials (e.g., detailing reports; vendor lists; sales data), marketing information, (e.g., 

competitor information; research data; market intelligence reports; statistical programs (if 

any) used for marketing and sales research; customer information, including customer sales 

information; sales forecasting models; educational materials; Website content and 

advertising and display materials; speaker lists), promotional and marketing materials, 

artwork for the production of packaging components, television masters and other similar 

materials related to the Divestiture Product(s). 

SS. “Product Research and Development Employees” means all salaried employees of

Respondent(s) who directly have participated (irrespective of the portion of working time

involved, unless such participation was a part of a broad executive management portfolio

above the section head level at Respondent P&G or above the level of associate director at

Respondent Gillette (for the APDO Products) or above the level of director at Respondent

Gillette (for the Rembrandt Products), or of oversight of legal, accounting, tax or financial 

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compliance) in the research, Development, or quality control approval process of the 

Divestiture Product(s) within the eighteen (18) month period immediately prior to the 

Closing Date. 

TT. “Product Sales Employees” means all salaried employees of Respondent(s) who have 

participated (irrespective of the portion of working time involved, unless such participation 

was a part of a broad executive management portfolio above the level of the manager for a 

category of Products within the customer business development team for a High Volume 

Retail Account or of oversight of legal, accounting, tax or financial compliance) in the 

marketing or promotion of the Divestiture Product(s) in the United States directly to a High 

Volume Retail Account for the Divestiture Product(s) during the twelve (12) month period 

immediately prior to the Acquisition Date until the Closing Date for the assets related to 

such Divestiture Product(s). 

UU. “Product Trade Dress” means the current trade dress of the Product, including but not

limited to, Product packaging, and the lettering of the Product trade name or brand name.

VV. “Product Trademark(s)” means all proprietary names or designations, trademarks, service 

marks, tradenames, and brand names, including registrations and applications for 

registration therefor (and all renewals, modifications, and extensions thereof) and all 

common law rights, and the goodwill symbolized thereby and associated therewith, for the 

Product(s). 

WW. “Proposed Acquirer” means an entity proposed by the Respondent(s) (or a Divestiture 

Trustee) to the Commission and submitted for the approval of the Commission as the 

acquirer for particular assets required to be assigned, granted, licensed, divested, transferred, 

delivered or otherwise conveyed by Respondent(s) pursuant to this Order. 

XX. “Rembrandt Assets” means all Respondent Gillette’s rights, title and interest in and to all

assets related to Respondent Gillette’s worldwide business related to the Rembrandt

Products to the extent legally transferable, including the research, Development,

manufacture, distribution, marketing, and sale of the Rembrandt Products, including,

without limitation, the following:

1. all Product Intellectual Property related to the Rembrandt Products; 

2. perpetual, fully paid-up and royalty-free license(s) with rights to sublicense to all 

Product Licensed Intellectual Property to use, make, distribute, offer for sale, promote, 

advertise, sell, import, export, or have used, made, distributed, offered for sale, 

promoted, advertised, sold, imported, or exported the Rembrandt Products worldwide; 

3. all Product Manufacturing Technology related to the Rembrandt Products; 

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4. all Product Marketing Materials related to the Rembrandt Products; 

5. all Website(s) related to the Rembrandt Products; 

6. at the Commission-approved Acquirer’s option, all Product Assumed Contracts related 

to the Rembrandt Products (copies to be provided to the Commission-approved Acquirer 

on or before the Closing Date); 

7. all Respondent Gillette’s books, records, and files related to the foregoing or to 

Rembrandt Products; provided, however, that in cases in which documents or other 

materials included in the Rembrandt Assets contain information: (1) that relates both to 

the Rembrandt Products and to other Products or businesses of Respondent Gillette and 

cannot be segregated in a manner that preserves the usefulness of the information as it 

relates to the Rembrandt Products; or (2) for which Respondent Gillette has a legal 

obligation to retain the original copies, Respondent Gillette shall be required to provide 

only copies or relevant excerpts of the documents and materials containing this 

information. In instances where such copies are provided to the Commission-approved 

Acquirer, Respondent Gillette shall provide the Commission-approved Acquirer access 

to original documents under circumstances where copies of documents are insufficient 

for evidentiary or regulatory purposes. The purpose of this proviso is to ensure that 

Respondent Gillette provides the Commission-approved Acquirer with the abovedescribed information without requiring Respondent Gillette completely to divest itself 

of information that, in content, also relates to Products and businesses other than the 

Rembrandt Products; 

8. list of all customers and/or targeted customers for the Rembrandt Products and the 

pricing and/or planned or proposed pricing of the Rembrandt Products for such 

customers; 

9. at the Commission-approved Acquirer’s option, all inventory in existence as of the 

Closing Date including, but not limited to, raw materials, packaging materials, work-inprocess and finished goods related to the Rembrandt Products; and 

10. all unfilled customer orders for finished goods related to the Rembrandt Products as of 

the Closing Date (a list of such orders is to be provided to the Commission-approved 

Acquirer within two (2) days after the Closing Date). 

YY. “Rembrandt Core Employee(s)” means the Product Marketing Employees, the Product Sales 

Employees, and the Product Research and Development Employees related to the 

Rembrandt Products. 

ZZ. “Rembrandt Key Employee(s)” means those employees of Respondents specifically 

identified in Appendix IV of this Order. 

14
AAA. “Rembrandt IP Protected Products” means all Rembrandt Products except any Rembrandt 

Product that, as of the Closing Date, is in an earlier stage of research or Development than 

Stage 3 of Respondent Gillette’s SPEED (New Development Process) Program (as such 

program was applied to Products and in effect within the one (1) year period prior to the 

Acquisition Date); provided however, “Rembrandt IP Protected Products” also includes all 

Rembrandt Products specifically identified in Appendix V attached to this Order. 

BBB. “Rembrandt Products” means all Products Developed, in Development, manufactured, 

distributed, marketed or sold by Respondent Gillette prior to the Acquisition that were 

marketed or sold or to be marketed or sold as teeth whitening agents and/or as Products 

using such Product Trademarks Rembrandt® or any variation or derivative of such Product 

Trademarks. 

CCC. “Rembrandt Releasee(s)” means the Commission-approved Acquirer for the Rembrandt 

Products or any entity controlled by or under common control with such Commissionapproved Acquirer, or any licensees, sublicensees, manufacturers, suppliers, distributors, 

and customers of such Commission-approved Acquirer, or of such Commission-approved 

Acquirer-affiliated entities. 

DDD. “Remedial Agreement” means the following: (1) any agreement between Respondent(s) and 

a Commission-approved Acquirer that is specifically referenced and attached to this Order, 

including all amendments, exhibits, attachments, agreements, and schedules thereto, related 

to the relevant assets to be assigned, granted, licensed, divested, transferred, delivered, or 

otherwise conveyed, and that has been approved by the Commission to accomplish the 

requirements of the Order in connection with the Commission’s determination to make this 

Order final; and/or (2) any agreement between the Respondent(s) and a Commissionapproved Acquirer (or between a Divestiture Trustee and a Commission-approved Acquirer) 

that has been approved by the Commission to accomplish the requirements of this Order, 

including all amendments, exhibits, attachments, agreements, and schedules thereto, related 

to the relevant assets to be assigned, granted, licensed, divested, transferred, delivered, or 

otherwise conveyed, and that has been approved by the Commission to accomplish the 

requirements of this Order. 

EEE. “Retained Product” means any Product(s) other than a Divestiture Product. 

FFF. “SpinBrush Assets” means all Respondent P&G’s rights, title and interest in and to all assets 

related to Respondent P&G’s worldwide business related to the SpinBrush Products, to the 

extent legally transferable, including the research, Development, manufacture, distribution, 

marketing, and sale of the SpinBrush Products including, without limitation, the following: 

15
1. all Product Intellectual Property related to the SpinBrush Products; 

2. perpetual, fully paid-up and royalty-free license(s) with rights to sublicense to all 

Product Licensed Intellectual Property to use, make, distribute, offer for sale, promote, 

advertise, sell, import, export, or have used, made, distributed, offered for sale, 

promoted, advertised, sold, imported, or exported the SpinBrush Products anywhere in 

the world; provided however, such license for the Product Licensed Intellectual Property 

shall also include the rights to use Respondent P&G’s Crest® trademark in connection 

with the marketing of the SpinBrush Products for a limited period as is approved by the 

Commission in the Remedial Agreements related to the SpinBrush Assets; 

3. all Product Manufacturing Technology related to the SpinBrush Products; 

4. all Product Marketing Materials related to the SpinBrush Products; 

5. all Website(s) related to the Spinbrush Products; 

6. at the Commission-approved Acquirer’s option, all Product Assumed Contracts related 

to the SpinBrush Products (copies to be provided to the Commission-approved Acquirer 

on or before the Closing Date); 

7. all Respondent P&G’s books, records, files related to the foregoing or to SpinBrush 

Products; provided, however, that in cases in which documents or other materials 

included in the SpinBrush Assets contain information: (1) that relates both to the 

SpinBrush Products and to other Products or businesses of Respondent P&G and cannot 

be segregated in a manner that preserves the usefulness of the information as it relates to 

the SpinBrush Products; or (2) for which Respondent P&G has a legal obligation to 

retain the original copies, Respondent P&G shall be required to provide only copies or 

relevant excerpts of the documents and materials containing this information. In 

instances where such copies are provided to the Commission-approved Acquirer, 

Respondent P&G shall provide the Commission-approved Acquirer access to original 

documents under circumstances where copies of documents are insufficient for 

evidentiary or regulatory purposes. The purpose of this proviso is to ensure that 

Respondent P&G provides the Commission-approved Acquirer with the above-described 

information without requiring Respondent P&G completely to divest itself of 

information that, in content, also relates to Products and businesses other than the 

SpinBrush Products; 

8. list of all customers and/or targeted customers for the SpinBrush Products and the 

pricing and/or planned or proposed pricing of the SpinBrush Products for such 

customers; 

16
9. at the Commission-approved Acquirer’s option, all inventory, including raw materials, 

packaging materials, work-in-process and finished goods related to the SpinBrush 

Products; and 

10. all unfilled customer orders for finished goods related to the SpinBrush Products as of 

the Closing Date (a list of such orders is to be provided to the Commission-approved 

Acquirer within two (2) days after the Closing Date). 

GGG. “SpinBrush Asset Purchase Agreement” means the “Asset Sale and Purchase Agreement” 

among The Procter & Gamble Company, certain of its affiliates and Church & Dwight Co., 

Inc. dated September 23, 2005, and all amendments, exhibits, attachments, agreements, and 

schedules thereto, related to the SpinBrush Assets to be divested, that have been approved 

by the Commission to accomplish the requirements of this Order. The SpinBrush Asset 

Purchase Agreement is attached to this Order and contained in non-public Appendix II. 

HHH. “SpinBrush Core Employee(s)” means the Product Marketing Employees, Product Sales

Employees, and Product Research and Development Employees related to the SpinBrush

Products.

III. “SpinBrush Products” means all Products Developed, in Development, manufactured, 

distributed, marketed or sold by Respondent P&G prior to the Acquisition that were 

marketed or sold or to be marketed or sold as non-rechargeable battery-powered 

toothbrushes and/or as Products using the Product Trademark SpinBrush® or any variation 

or derivative on or prior to the Closing Date. “SpinBrush Products” includes, but is not 

limited to, those rechargeable battery-powered toothbrush Products Developed or in 

Development under Respondent P&G “Project Franklin” designation. 

JJJ. “SpinBrush Releasee(s)” means the Commission-approved Acquirer for the SpinBrush 

Products or any entity controlled by or under common control with such Commissionapproved Acquirer, or any licensees, sublicensees, manufacturers, suppliers, distributors, 

and customers of such Commission-approved Acquirer, or of such Commission-approved 

Acquirer-affiliated entities. 

KKK. “Supply Cost” means a cost not to exceed the manufacturer’s average direct per unit cost of 

manufacturing the Divestiture Product for the twelve (12) month period immediately 

preceding the Acquisition Date. “Supply Cost” shall expressly exclude any intracompany 

business transfer profit. 

LLL. “Third Party(ies)” means any private entity other than the following: (1) the Respondents; or 

(2) the Commission-approved Acquirer. 

MMM. “Website(s)” means the content of the Website(s) located at the Domain Names, and all 

copyrights in such Website(s), to the extent owned by Respondents; provided, however, 

17
“Website” shall not include the following: (1) content owned by Third Parties and other 

Product Intellectual Property not owned by Respondent(s) that are incorporated in such 

Website(s), such as stock photographs used in the Website(s), except to the extent that 

Respondent(s) can convey its rights, if any, therein; or (2) content unrelated to the 

Divestiture Product(s). 

II. 

IT IS FURTHER ORDERED that: 

A. Not later than ninety (90) days after the date this Order becomes final, Respondents shall 

divest the Rembrandt Assets, absolutely and in good faith, and at no minimum price. 

Respondents shall divest the Rembrandt Assets to a Commission-approved Acquirer and 

only in a manner that receives the prior approval of the Commission. 

B. Any Remedial Agreement related to the Rembrandt Assets shall be deemed incorporated 

into this Order, and any failure by Respondents to comply with any term of such Remedial 

Agreement related to the Rembrandt Assets shall constitute a failure to comply with this 

Order. 

C. Respondents shall include in any Remedial Agreement related to the Rembrandt Assets the 

following provisions: 

1. upon reasonable notice and request from the Commission-approved Acquirer to the 

Respondents, Respondents shall provide in a timely manner at no greater than Direct 

Cost the following: 

a. assistance and advice to enable the Commission-approved Acquirer (or the 

Designee of the Commission-approved Acquirer) to obtain all necessary permits and 

approvals from any Agency or Governmental Entity to manufacture and sell the 

Rembrandt Products; 

b. assistance to the Commission-approved Acquirer (or the Designee of the 

Commission-approved Acquirer) to manufacture Rembrandt Products in 

substantially the same manner and quality employed or achieved by or on behalf of 

Respondent Gillette; and 

c. consultation with knowledgeable employees of Respondents and training, at the 

request of the Commission-approved Acquirer and at a facility chosen by the 

Commission-approved Acquirer sufficient to satisfy management of the 

Commission-approved Acquirer that its personnel (or the Designee’s personnel) are 

adequately trained in the manufacture of the Rembrandt Products; 

18
2. upon reasonable notice and request from the Commission-approved Acquirer to 

Respondents, Respondents shall provide, in a timely manner, at no greater than Direct 

Cost, assistance of knowledgeable employees of the Respondents to assist the 

Commission-approved Acquirer to defend against, respond to, or otherwise participate in 

any litigation related to the Product Intellectual Property; 

3. Respondents shall covenant to the Commission-approved Acquirer that Respondents 

shall: 

a. not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer under Patents that are owned or licensed by 

Respondents as of the Acquisition Date, if such suit would have the potential to 

interfere with the Commission-approved Acquirer’s freedom to practice in the 

research, Development, manufacture, use, import, export, distribution or sale of the 

Rembrandt IP Protected Products; provided however, that Respondents may receive 

a covenant from the Commission-approved Acquirer not to assert any Patent related 

to the Rembrandt Products that is assigned to the Commission-approved Acquirer 

from the Respondents pursuant to this Order against the Respondents for 

Respondents’ infringement of such Patent in connection with those Products 

marketed or sold by Respondent P&G as teeth whitening agents immediately prior 

to the Acquisition Date; 

b. not use any Confidential Business Information related to the Rembrandt Products 

obtained by Respondents from any person who was an employee of Respondent 

Gillette within the two (2) year period immediately prior to the Acquisition in any 

suit against the Commission-approved Acquirer under Patents that are owned or 

licensed by Respondents as of the Acquisition Date, if such suit would have the 

potential to interfere with the Commission-approved Acquirer’s freedom to practice 

in the research, Development, manufacture, use, import, export, distribution or sale 

of the Rembrandt Products; and 

4. Respondents shall covenant to the Commission-approved Acquirer that: (1) as a 

condition of any assignment, transfer or license to a Third Party of the Patents described 

in Paragraph II.C.3.a., the Third Party shall agree to provide a covenant whereby the 

Third Party covenants not to sue the Rembrandt Releasees under such Patents, if the suit 

would have the potential to interfere with the Commission-approved Acquirer’s freedom 

to practice in the research, Development, manufacture, use, import, export, distribution 

or sale of the Rembrandt IP Protected Products; and (2) with respect to any Third Party 

rights licensed to Respondents as of or after the Acquisition Date, and as to which 

Respondents do not control the right of prosecution of any legal action, Respondents 

shall not actively induce, assist or participate in any legal action or proceeding relating to 

Rembrandt IP Protected Products against the Rembrandt Releasees, unless required by 

Law or contract (such contract not to be solicited or entered into for the purpose of 

19
circumventing any of the requirements of this Order). 

D. Respondents shall: 

1. submit to the Commission-approved Acquirer, at Respondents’ expense, all Confidential 

Business Information related to the Rembrandt Products; 

2. deliver such Confidential Business Information as follows: (1) in good faith; (2) as soon 

as practicable, avoiding any delays in transmission of the respective information; and (3) 

in a manner that ensures its completeness and accuracy and that fully preserves its 

usefulness; 

3. pending complete delivery of all such Confidential Business Information to the 

Commission-approved Acquirer, provide the Commission-approved Acquirer and the 

Interim Monitor (if any has been appointed) with access to all such Confidential 

Business Information and employees who possess or are able to locate such information 

for the purposes of identifying the books, records, and files related to the Rembrandt 

Products that contain such Confidential Business Information and facilitating the 

delivery in a manner consistent with this Order; 

4. not use, directly or indirectly, any such Confidential Business Information related to the 

research, Development, manufacturing, marketing, or sale of the Rembrandt Products 

(other than as necessary to comply with the following: (1) the requirements of this 

Order; (2) the Respondents’ obligations to the Commission-approved Acquirer under the 

terms of any Remedial Agreement related to the Rembrandt Assets; or (3) applicable 

Law); and 

5. not disclose or convey any such Confidential Business Information, directly or indirectly, 

to any person except the Commission-approved Acquirer; 

6. shall not provide, disclose or otherwise make available, directly or indirectly, any such 

Confidential Business Information related to the marketing or sales of the Rembrandt 

Assets to the employees associated with business related to the teeth whitening Products 

marketed and sold by Respondent P&G prior to the Acquisition (including, but not 

limited to, those employees with work responsibilities related to the Crest® trademark 

and any variations or derivatives of such trademark). 

E. Respondents shall not enforce any agreement against a Third Party or the Commissionapproved Acquirer to the extent that such agreement may limit or otherwise impair the 

ability of the Commission-approved Acquirer to acquire the Product Manufacturing 

Technology related to the Rembrandt Products or related equipment from the Third Party. 

Such agreements include, but are not limited to, agreements with respect to the disclosure of 

20
Confidential Business Information related to such Product Manufacturing Technology. 

F. Not later than ten (10) days after the Closing Date, Respondents shall grant a release to each 

Third Party that is subject to an agreement as described in Paragraph II.E. that allows the 

Third Party to provide the relevant Product Manufacturing Technology or related equipment 

to the Commission-approved Acquirer. Within five (5) days of the execution of each such 

release, Respondents shall provide a copy of the release to the Commission-approved 

Acquirer. 

G. Respondents shall: 

1. for a period of at least six (6) months from the Closing Date, provide the Commissionapproved Acquirer with the opportunity to enter into employment contracts with the 

Rembrandt Core Employees and Rembrandt Key Employees. This period is hereinafter 

referred to as the “Rembrandt Access Period”; and 

2. not later than the earlier of the following dates: (1) ten (10) days after notice by staff of 

the Commission to the Respondents to provide the Product Employee Information; or (2) 

ten (10) Days after the Closing Date, Respondents shall provide the Commissionapproved Acquirer or the Proposed Acquirer with the Product Employee Information 

related to the Rembrandt Core Employees and Rembrandt Key Employees. Failure by 

Respondents to provide the Product Employee Information for any relevant employee 

within the time provided herein shall extend the Rembrandt Access Period with respect 

to that employee in an amount equal to the delay. 

H. Respondents shall: 

1. during the Rembrandt Access Period, not interfere with the hiring or employing by the 

Commission-approved Acquirer of Rembrandt Core Employees and Rembrandt Key 

Employees, and remove any impediments within the control of Respondents that may 

deter these employees from accepting employment with the Commission-approved 

Acquirer, including, but not limited to, any noncompete or nondisclosure provisions of 

employment or other contracts with Respondents that would affect the ability or 

incentive of those individuals to be employed by the Commission-approved Acquirer. In 

the case of the Rembrandt Key Employees, Respondents shall waive, for the benefit of 

the Commission-approved Acquirer, any attorney-client privilege as it pertains to the 

Rembrandt Products. In addition, Respondents shall not make any counteroffer to a 

Rembrandt Core Employee or Rembrandt Key Employee who receives a written offer of 

employment from the Commission-approved Acquirer; 

provided, however, that this Paragraph II.H.1 shall not prohibit the Respondents from 

making offers of employment to or employing any Rembrandt Core Employee or 

Rembrandt Key Employee during the Rembrandt Access Period where the 

21 
Commission-approved Acquirer has notified the Respondents in writing that the 

Commission-approved Acquirer does not intend to make an offer of employment to 

that employee; 

provided further that if the Respondents notify the Commission-approved Acquirer in 

writing of their desire to make an offer of employment to a particular Rembrandt Core 

Employee or Rembrandt Key Employee and the Commission-approved Acquirer does 

not make an offer of employment to that employee within twenty (20) Days of the 

date the Commission-approved Acquirer receives such notice, the Respondents may 

make an offer of employment to that employee; 

2. until the Closing Date, provide all Rembrandt Core Employees and Rembrandt Key 

Employees with reasonable financial incentives to continue in their positions and to 

market and promote the Rembrandt Products consistent with past practices and/or as 

may be necessary to preserve the marketability, viability and competitiveness of the 

Rembrandt Products and to ensure successful execution of the pre-Acquisition marketing 

plans related to the Rembrandt Products. Such incentives shall include a continuation of 

all employee compensation and benefits offered by Respondents until the Closing Date 

for the divestiture of the Rembrandt Assets has occurred, including regularly scheduled 

raises, bonuses, and vesting of pension benefits (as permitted by Law). In addition to the 

foregoing, Respondents shall provide to each Rembrandt Key Employee who accepts 

employment with the Commission-approved Acquirer, an incentive equal to fifty (50) 

percent of such employee’s base annual salary to be paid upon the employee’s 

completion of one (1) year of employment with the Commission-approved Acquirer; 

provided, however, that nothing in this Order requires or shall be construed to require the 

Respondents to terminate the employment of any employee or prevent Respondents from 

continuing the employment of Rembrandt Core Employees or Rembrandt Key Employees 

(other than those conditions contained in this Order) in connection with the Acquisition 

or prevents the Respondents from continuing the employment of the Rembrandt Core 

Employees or Rembrandt Key Employees in connection with the Acquisition; and 

3. for a period of one (1) year from the Closing Date, not: 

a. directly or indirectly, solicit or otherwise attempt to induce any employee of the 

Commission-approved Acquirer with any amount of responsibility related to the 

Rembrandt Products (“Rembrandt Employee”) to terminate his or her employment 

relationship with the Commission-approved Acquirer; or 

b. hire any Rembrandt Employee; provided, however, Respondents may hire any 

former Rembrandt Employee whose employment has been terminated by the 

Commission-approved Acquirer or who independently applies for employment with 

the Respondents, as long as such employee was not solicited in violation of the non22
solicitation requirements contained herein; 

provided, however, Respondents may do the following: (1) advertise for employees 

in newspapers, trade publications or other media not targeted specifically at the 

Rembrandt Employees; or (2) hire a Rembrandt Employee who contacts Respondents 

on his or her own initiative without any direct or indirect solicitation or 

encouragement from the Respondents; 

4. for a period of two (2) years from the Closing Date, use any Rembrandt Key Employee 

for work specifically related to Products for use as teeth whitening agents. 

I. Prior to the Closing Date, Respondents shall secure all consents and waivers from all Third 

Parties that are necessary for the divestiture of the Rembrandt Assets to the Commissionapproved Acquirer, or for the continued research, Development, manufacture, sale, 

marketing or distribution of the Rembrandt Products by the Commission-approved Acquirer; 

provided, however, Respondents may satisfy this requirement by certifying that the 

Commission-approved Acquirer has executed all such agreements directly with each of the 

relevant Third Parties. 

J. Respondents shall require, as a condition of continued employment post-divestiture of the 

Rembrandt Assets, that each Rembrandt Core Employee retained by Respondents, the direct 

supervisor(s) of any such employee, and any other employee retained by Respondents and 

designated by the Interim Monitor sign a confidentiality agreement pursuant to which such 

employee shall be required to maintain all Confidential Business Information related to the 

Rembrandt Products strictly confidential, including the nondisclosure of such information to 

all other employees, executives or other personnel of Respondents (other than as necessary 

to comply with the requirements of this Order). 

K. Respondents shall provide written notification of the restrictions on the use of the 

Confidential Business Information related to the Rembrandt Products by Respondents’ 

personnel to all of Respondents’ employees who: 

1. are or were involved in the research, Development, manufacturing, distribution, sale or 

marketing of the Rembrandt Products; 

2. are involved in the research, Development, manufacturing, distribution, sale or 

marketing of Products for use as teeth whitening agents for Respondent P&G; and/or 

3. may have Confidential Business Information related to the Rembrandt Products. 

Respondents shall give such notification by e-mail with return receipt requested or similar 

transmission, and keep a file of such receipts for one (1) year after the Closing Date. 

Respondents shall provide a copy of such notification to the Commission-approved 

23
Acquirer. Respondents shall maintain complete records of all such agreements at 

Respondents’ corporate headquarters and shall provide an officer’s certification to the 

Commission stating that such acknowledgment program has been implemented and is 

being complied with. Respondents shall provide the Commission-approved Acquirer 

with copies of all certifications, notifications and reminders sent to Respondents’ 

personnel. 

L. Upon reasonable notice and request by the Commission-approved Acquirer, Respondents

shall make available to the Commission-approved Acquirer, at no greater than Direct Cost,

such personnel, assistance and training as the Commission-approved Acquirer might

reasonably need to transfer the Rembrandt Assets, and shall continue providing such

personnel, assistance and training, at the request of the Commission-approved Acquirer the

Rembrandt Assets are completely transferred to the Commission-approved Acquirer or its

Designee in a manner that fully preserves their usefulness.

M. Pending divestiture of the Rembrandt Assets, Respondents shall take such actions as are 

necessary to maintain the full economic viability and marketability of the business 

associated with the Rembrandt Assets, to minimize any risk of loss of competitive potential 

for such business, and to prevent the destruction, removal, wasting, deterioration, or 

impairment of any of the Rembrandt Assets except for ordinary wear and tear. 

N. Counsel for Respondents (including in-house counsel under appropriate confidentiality 

arrangements) may retain unredacted copies of all documents or other materials provided to 

the Commission-approved Acquirer and may have access to original documents (under 

circumstances where copies of documents are insufficient or otherwise unavailable) 

provided to the Commission-approved Acquirer only in order to do the following: 

1. comply with any Remedial Agreement, this Order, any Law (including, without 

limitation, any requirement to obtain regulatory licenses or approvals), any data retention 

requirement of any applicable Governmental Entity, or any taxation requirements; or 

2. defend against, respond to, or otherwise participate in any litigation, investigation, audit, 

process, subpoena or other proceeding relating to the divestiture or any other aspect of 

the Rembrandt Assets or Rembrandt business; provided, however, that Respondents may 

disclose such information as necessary for the purposes set forth in this Paragraph 

pursuant to an appropriate confidentiality order, agreement or arrangement; 

provided, however, that pursuant to this Paragraph II.N., Respondents shall: (1) require 

those who view such unredacted documents or other materials to enter into confidentiality 

agreements with the Commission-approved Acquirer (but shall not be deemed to have 

violated this requirement if the Commission-approved Acquirer withholds such 

agreement unreasonably); and (2) use their best efforts to obtain a protective order to 

protect the confidentiality of such information during any adjudication. 

24
O. Respondents shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer or the Rembrandt Releasee(s) for the research, 

Development, manufacture, use, import, export, distribution, or sale of the Rembrandt IP 

Protected Products in connection with the Commission-approved Acquirer’s research, 

Development, manufacture, use, import, export, distribution, or sale of the Rembrandt IP 

Protected Products under the following: 

1. any Patents owned or licensed by Respondents as of the Acquisition Date that claim the 

use of the Rembrandt IP Protected Products; 

2. any Patents owned or licensed at any time after the Acquisition Date by Respondents 

that claim any aspect of the research, Development, manufacture, use, import, export, 

distribution, or sale of the Rembrandt IP Protected Products, other than such Patents that 

claim inventions conceived by and reduced to practice after the Acquisition Date. 

P. Respondents shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer or the Rembrandt Releasee(s) for the research, 

Development, manufacture, use, import, export, distribution, or sale of the Rembrandt 

Products in connection with the Commission-approved Acquirer’s research, Development, 

manufacture, use, import, export, distribution, or sale of the Rembrandt Products using any 

Confidential Business Information related to the Rembrandt Products obtained by 

Respondents from any person who was an employee of Respondent Gillette within the two 

(2) year period immediately prior to the Acquisition. 

Q. Respondents shall not, in any jurisdiction throughout the world: (1) use the Product 

Trademarks related to the Rembrandt Products or any mark confusingly similar to such 

Product Trademarks, as a trademark, tradename, or service mark; (2) attempt to register such 

Product Trademarks; (3) attempt to register any mark confusingly similar to such Product 

Trademarks; (4) challenge or interfere with the Commission-approved Acquirer’s use and 

registration of such Product Trademarks; or (5) challenge or interfere with the Commissionapproved Acquirer’s efforts to enforce its trademark registrations for and trademark rights in 

such Product Trademarks against Third Parties; provided however, that nothing in this Order 

shall preclude Respondents from continuing to use those trademarks, tradenames, or service 

marks related to the Retained Products as of the Acquisition Date. 

R. The purpose of the divestiture of the Rembrandt Assets is to ensure the continued use of the 

Rembrandt Assets in the same business, independent of Respondents, in which the 

Rembrandt Assets were engaged at the time of the announcement of the Acquisition, and to 

remedy the lessening of competition resulting from the Acquisition as alleged in the 

Commission’s Complaint. 

25
III. 

IT IS FURTHER ORDERED that: 

A. Not later than ten (10) days after the Acquisition Date, Respondents shall divest the 

SpinBrush Assets, absolutely and in good faith, to Church & Dwight pursuant to and in 

accordance with the SpinBrush Asset Purchase Agreement (which agreement shall not vary 

or contradict, or be construed to vary or contradict, the terms of this Order, it being 

understood that nothing in this Order shall be construed to reduce any rights or benefits of 

Church & Dwight or to reduce any obligations of the Respondents under such agreement), 

and such agreement, if it becomes the Remedial Agreement related to the SpinBrush Assets, 

is incorporated by reference into this Order and made a part hereof; 

provided, however, that if Respondents have divested the SpinBrush Assets to Church & 

Dwight prior to the date this Order becomes final, and if, at the time the Commission 

determines to make this Order final, the Commission notifies Respondents that Church & 

Dwight is not an acceptable purchaser of the SpinBrush Assets, then Respondents shall 

immediately rescind the transaction with Church & Dwight and shall divest the 

SpinBrush Assets within one hundred eighty (180) days from the date the Order becomes 

final, absolutely and in good faith, at no minimum price, to a Commission-approved 

Acquirer and only in a manner that receives the prior approval of the Commission; 

provided further that if the Respondents have divested the SpinBrush Assets to Church & 

Dwight prior to the date this Order becomes final, and if, at the time the Commission 

determines to make this Order final, the Commission notifies the Respondents that the 

manner in which the divestiture was accomplished is not acceptable, the Commission 

may direct the Respondents, or appoint a Divestiture Trustee, to effect such modifications 

to the manner of divestiture of the SpinBrush Assets to Church & Dwight (including, but 

not limited to, entering into additional agreements or arrangements) as the Commission 

may determine are necessary to satisfy the requirements of this Order. 

provided further, however, the Respondents requirement as to the timing to divest the 

Spinbrush Assets shall be tolled pending any required approvals for such divestiture from 

the Commission of the European Communities but, in any event, shall not be later than 

fifteen (15) days of the Respondents’ receipt of such approval. 

B. Any Remedial Agreement related to the SpinBrush Assets shall be deemed incorporated into 

this Order, and any failure by Respondents to comply with any term of such Remedial 

Agreement related to the SpinBrush Assets shall constitute a failure to comply with this 

Order. 

C. Respondents shall include in any Remedial Agreement related to the SpinBrush Assets the 

following provisions: 

26
1. upon reasonable notice and request from the Commission-approved Acquirer to the 

Respondents, Respondents shall provide in a timely manner at no greater than Direct 

Cost the following: 

a. assistance and advice to enable the Commission-approved Acquirer (or the 

Designee of the Commission-approved Acquirer) to obtain all necessary permits and 

approvals from any Agency or Governmental Entity to manufacture and sell the 

SpinBrush Products; 

b. assistance to the Commission-approved Acquirer (or the Designee of the 

Commission-approved Acquirer) to manufacture the SpinBrush Products in 

substantially the same manner and quality employed or achieved by or on behalf of 

Respondent P&G; and 

c. consultation with knowledgeable employees of Respondents and training, at the 

request of the Commission-approved Acquirer and at a facility chosen by the 

Commission-approved Acquirer sufficient to satisfy management of the 

Commission-approved Acquirer that its personnel (or the Designee’s personnel) are 

adequately trained in the manufacture of the SpinBrush Products; 

2. upon reasonable notice and request from the Commission-approved Acquirer to 

Respondents, Respondents shall provide, in a timely manner, at no greater than Direct 

Cost, assistance of knowledgeable employees of the Respondents to assist the 

Commission-approved Acquirer to defend against, respond to, or otherwise participate in 

any litigation related to the Product Intellectual Property; 

3. Respondents shall covenant to the Commission-approved Acquirer that Respondents 

shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer under Patents that are owned or licensed by 

Respondents as of the Acquisition Date, if such suit would have the potential to interfere 

with the Commission-approved Acquirer’s freedom to practice in the research, 

Development, manufacture, use, import, export, distribution or sale of the SpinBrush 

Products; provided however, that Respondents may receive a covenant from the 

Commission-approved Acquirer not to assert against the Respondents any Patent related 

to the SpinBrush Products that is assigned to the Commission-approved Acquirer from 

the Respondents pursuant to this Order; and 

4. Respondents shall covenant to the Commission-approved Acquirer that: (1) as a 

condition of any assignment, transfer or license to a Third Party of the above-described 

Patents, the Third Party shall agree to provide a covenant whereby the Third Party 

covenants not to sue the SpinBrush Releasees under such Patents, if the suit would have 

the potential to interfere with the Commission-approved Acquirer’s freedom to practice 

in the research, Development, manufacture, use, import, export, distribution or sale of 

27
the SpinBrush Products; and (2) with respect to any Third Party rights licensed to 

Respondents as of or after the Acquisition Date, and as to which Respondents do not 

control the right of prosecution of any legal action, Respondents shall not actively 

induce, assist or participate in any legal action or proceeding relating to the SpinBrush 

Products against the SpinBrush Releasees, unless required by Law or contract (such 

contract not to be solicited or entered into for the purpose of circumventing any of the 

requirements of this Order). 

D. Respondents shall: 

1. submit to the Commission-approved Acquirer, at Respondents’ expense, all Confidential 

Business Information related to the SpinBrush Products; 

2. deliver such Confidential Business Information as follows: (1) in good faith; (2) as soon 

as practicable, avoiding any delays in transmission of the respective information; and (3) 

in a manner that ensures its completeness and accuracy and that fully preserves its 

usefulness; 

3. pending complete delivery of all such Confidential Business Information to the 

Commission-approved Acquirer, provide the Commission-approved Acquirer and the 

Interim Monitor (if any has been appointed) with access to all such Confidential 

Business Information and employees who possess or are able to locate such information 

for the purposes of identifying the books, records, and files related to the SpinBrush 

Products that contain such Confidential Business Information and facilitating the 

delivery in a manner consistent with this Order; 

4. not use, directly or indirectly, any such Confidential Business Information related to the 

research, Development, manufacturing, marketing, or sale of the SpinBrush Products 

(other than as necessary to comply with the following: (1) the requirements of this 

Order; (2) the Respondents’ obligations to the Commission-approved Acquirer under the 

terms of any Remedial Agreement related to the SpinBrush Assets; or (3) applicable 

Law); 

5. not disclose or convey any such Confidential Business Information, directly or indirectly, 

to any person except the Commission-approved Acquirer; and 

6. shall not provide, disclose or otherwise make available, directly or indirectly, any such 

Confidential Business Information related to the marketing or sales of the SpinBrush 

Assets to the employees associated with business related to the non-rechargeable battery 

operated toothbrush Products marketed and sold by Respondent Gillette prior to the 

Acquisition (including, but not limited to, those employees with work responsibilities 

related to the Oral-B® trademark and any variations or derivatives of such trademark). 

28
E. Respondents shall not enforce any agreement against a Third Party or the Commissionapproved Acquirer to the extent that such agreement may limit or otherwise impair the 

ability of the Commission-approved Acquirer to acquire the Product Manufacturing 

Technology related to the SpinBrush Products or related equipment from the Third Party. 

Such agreements include, but are not limited to, agreements with respect to the disclosure of 

Confidential Business Information related to such Product Manufacturing Technology. 

F. Not later than ten (10) days after the Closing Date, Respondents shall grant a release to each 

Third Party that is subject to an agreement as described in Paragraph III.E. that allows the 

Third Party to provide the relevant Product Manufacturing Technology or related equipment 

to the Commission-approved Acquirer. Within five (5) days of the execution of each such 

release, Respondents shall provide a copy of the release to the Commission-approved 

Acquirer. 

G. Respondents shall: 

1. for a period of at least six (6) months from the Closing Date, provide the Commissionapproved Acquirer with the opportunity to enter into employment contracts with the 

SpinBrush Core Employees. This period is hereinafter referred to as the “SpinBrush 

Access Period”; and 

2. not later than the earlier of the following dates: (1) ten (10) Days after notice by staff of 

the Commission to the Respondents to provide the Product Employee Information; or (2) 

ten (10) Days after the Closing Date, provide the Commission-approved Acquirer or the 

Proposed Acquirer with the Product Employee Information related to the SpinBrush 

Core Employees. Failure by Respondents to provide the Product Employee Information 

for any relevant employee within the time provided herein shall extend the SpinBrush 

Access Period with respect to that employee in an amount equal to the delay. 

H. Respondents shall: 

1. during the SpinBrush Access Period, not interfere with the hiring or employing by the 

Commission-approved Acquirer of SpinBrush Core Employees, and remove any 

impediments within the control of Respondents that may deter these employees from 

accepting employment with the Commission-approved Acquirer, including, but not 

limited to, any noncompete or nondisclosure provisions of employment or other 

contracts with Respondents that would affect the ability or incentive of those individuals 

to be employed by the Commission-approved Acquirer. In addition, Respondents shall 

not make any counteroffer to an SpinBrush Core Employee who receives a written offer 

of employment from the Commission-approved Acquirer; 

provided, however, that this Paragraph III.H.1 shall not prohibit the Respondents from 

making offers of employment to or employing any SpinBrush Core Employee during 

29
the SpinBrush Access Period where the Commission-approved Acquirer has notified 

the Respondents in writing that the Commission-approved Acquirer does not intend to 

make an offer of employment to that employee; 

provided further that if the Respondents notify the Commission-approved Acquirer in 

writing of their desire to make an offer of employment to a particular SpinBrush Core 

Employee and the Commission-approved Acquirer does not make an offer of 

employment to that employee within twenty (20) Days of the date the Commissionapproved Acquirer receives such notice, the Respondents may make an offer of 

employment to that employee; 

2. until the Closing Date, provide all SpinBrush Core Employees with reasonable financial 

incentives to continue in their positions and to market and promote the SpinBrush 

Products consistent with past practices and/or as may be necessary to preserve the 

marketability, viability and competitiveness of the SpinBrush Products and to ensure 

successful execution of the pre-Acquisition marketing plans to relaunch certain 

SpinBrush Products. Such incentives shall include a continuation of all employee 

compensation and benefits offered by Respondents until the Closing Date for the 

divestiture of the SpinBrush Assets has occurred, including regularly scheduled raises, 

bonuses, and vesting of pension benefits (as permitted by Law); 

provided, however, that nothing in this Order requires or shall be construed to require 

the Respondents to terminate the employment of any employee or prevents the 

Respondents from continuing the employment of the SpinBrush Core Employees 

(other than those conditions contained in this Order) in connection with the 

Acquisition; and 

3. for a period of one (1) year from the Closing Date, not: 

a. directly or indirectly, solicit or otherwise attempt to induce any employee of the 

Commission-approved Acquirer with any amount of responsibility related to 

SpinBrush (“SpinBrush Employee”) to terminate his or her employment relationship 

with the Commission-approved Acquirer; or 

b. hire any SpinBrush Employee; provided, however, Respondents may hire any 

former SpinBrush Employee whose employment has been terminated by the 

Commission-approved Acquirer or who independently applies for employment with 

the Respondents, as long as such employee was not solicited in violation of the 

nonsolicitation requirements contained herein; 

provided, however, Respondents may do the following: (1) advertise for employees 

in newspapers, trade publications or other media not targeted specifically at the 

SpinBrush Employees; or (2) hire an SpinBrush Employee who contacts Respondents 

30
on his or her own initiative without any direct or indirect solicitation or 

encouragement from the Respondents. 

I. Prior to the Closing Date, Respondents shall secure all consents and waivers from all Third 

Parties that are necessary for the divestiture of the SpinBrush Assets to the Commissionapproved Acquirer, or for the continued research, Development, manufacture, sale, 

marketing or distribution of the SpinBrush Products by the Commission-approved Acquirer; 

provided, however, Respondents may satisfy this requirement by certifying that the 

Commission-approved Acquirer has executed all such agreements directly with each of 

the relevant Third Parties. 

J. Respondents shall require, as a condition of continued employment post-divestiture of the 

SpinBrush Assets, that each SpinBrush Core Employee retained by Respondents, the direct 

supervisor(s) of any such employee, and any other employee retained by Respondents and 

designated by the Interim Monitor sign a confidentiality agreement pursuant to which such 

employee shall be required to maintain all Confidential Business Information related to the 

SpinBrush Products strictly confidential, including the nondisclosure of such information to 

all other employees, executives or other personnel of Respondents (other than as necessary 

to comply with the requirements of this Order). 

K. Respondents shall provide written notification of the restrictions on the use of the 

Confidential Business Information related to the SpinBrush Products by Respondents’ 

personnel to all of Respondents’ employees who: 

1. are or were involved in the research, Development, manufacturing, distribution, sale or 

marketing of the SpinBrush Products; 

2. are involved in the research, Development, manufacturing, distribution, sale or 

marketing of Products for use as battery operated toothbrushes for Respondent Gillette 

prior to the Acquisition; and/or 

3. may have Confidential Business Information related to the SpinBrush Products. 

Respondents shall give such notification by e-mail with return receipt requested or similar 

transmission, and keep a file of such receipts for one (1) year after the Closing Date. 

Respondents shall provide a copy of such notification to the Commission-approved 

Acquirer. Respondents shall maintain complete records of all such agreements at 

Respondents’ corporate headquarters and shall provide an officer’s certification to the 

Commission stating that such acknowledgment program has been implemented and is 

being complied with. Respondents shall provide the Commission-approved Acquirer 

with copies of all certifications, notifications and reminders sent to Respondents’ 

personnel. 

31
L. Upon reasonable notice and request by the Commission-approved Acquirer, Respondents 

shall make available to the Commission-approved Acquirer, at no greater than Direct Cost 

(or, if the SpinBrush Asset Purchase Agreement is the Remedial Agreement for the 

SpinBrush Assets, then at such cost as may be provided therein), such personnel, assistance 

and training as the Commission-approved Acquirer might reasonably need to transfer the 

SpinBrush Assets, and shall continue providing such personnel, assistance and training, at 

the request of the Commission-approved Acquirer, until the SpinBrush Assets are 

completely transferred to the Commission-approved Acquirer or its Designee in a manner 

that fully preserves their usefulness. 

M. Pending divestiture of the SpinBrush Assets, Respondents shall take such actions as are 

necessary to maintain the full economic viability and marketability of the business 

associated with the SpinBrush Assets, to minimize any risk of loss of competitive potential 

for such business, and to prevent the destruction, removal, wasting, deterioration, or 

impairment of any of the SpinBrush Assets except for ordinary wear and tear. 

N. Counsel for Respondents (including in-house counsel under appropriate confidentiality 

arrangements) may retain unredacted copies of all documents or other materials provided to 

the Commission-approved Acquirer and may have access to original documents (under 

circumstances where copies of documents are insufficient or otherwise unavailable) 

provided to the Commission-approved Acquirer only in order to do the following: 

1. comply with any Remedial Agreement, this Order, any Law (including, without 

limitation, any requirement to obtain regulatory licenses or approvals), any data retention 

requirement of any applicable Governmental Entity, or any taxation requirements; or 

2. defend against, respond to, or otherwise participate in any litigation, investigation, audit, 

process, subpoena or other proceeding relating to the divestiture or any other aspect of 

the SpinBrush Assets or SpinBrush business; provided, however, that Respondents may 

disclose such information as necessary for the purposes set forth in this Paragraph 

pursuant to an appropriate confidentiality order, agreement or arrangement; 

provided, however, that pursuant to this Paragraph III.N., Respondents shall: (1) require 

those who view such unredacted documents or other materials to enter into confidentiality 

agreements with the Commission-approved Acquirer (but shall not be deemed to have 

violated this requirement if the Commission-approved Acquirer withholds such 

agreement unreasonably); and (2) use their best efforts to obtain a protective order to 

protect the confidentiality of such information during any adjudication. 

O. Respondents shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer or the SpinBrush Releasee(s) for the research, 

Development, manufacture, use, import, export, distribution, or sale of SpinBrush under the 

following: 

32
1. any Patents owned or licensed by Respondents as of the Acquisition Date that claim the 

use of the SpinBrush Products; 

2. any Patents owned or licensed at any time after the Acquisition Date by Respondents 

that claim any aspect of the research, Development, manufacture, use, import, export, 

distribution, or sale of the SpinBrush Products, other than such Patents that claim 

inventions conceived by and reduced to practice after the Acquisition Date. 

P. Respondents shall not, in any jurisdiction throughout the world: (1) use the Product 

Trademarks related to the SpinBrush Products or any mark confusingly similar to such 

Product Trademarks, as a trademark, tradename, or service mark; (2) attempt to register such 

Product Trademarks; (3) attempt to register any mark confusingly similar to such Product 

Trademarks; (4) challenge or interfere with the Commission-approved Acquirer’s use and 

registration of such Product Trademarks; or (5) challenge or interfere with the Commissionapproved Acquirer’s efforts to enforce its trademark registrations for and trademark rights in 

such Product Trademarks against Third Parties; provided however, that nothing in this Order 

shall preclude Respondents from continuing to use those trademarks, tradenames, or service 

marks related to the Retained Products as of the Acquisition Date. 

Q. The purpose of the divestiture of the SpinBrush Assets is to ensure the continued use of the 

SpinBrush Assets in the same business, independent of Respondents, in which the 

SpinBrush Assets were engaged at the time of the announcement of the Acquisition, and to 

remedy the lessening of competition resulting from the Acquisition as alleged in the 

Commission’s Complaint. 

IV. 

IT IS FURTHER ORDERED that: 

A. Not later than one hundred twenty (120) days after the date this Order becomes final, 

Respondents shall divest the APDO Assets, absolutely and in good faith, and at no minimum 

price. Respondents shall divest the APDO Assets to a Commission-approved Acquirer and 

only in a manner that receives the prior approval of the Commission. 

B. Any Remedial Agreement related to the APDO Assets shall be deemed incorporated into 

this Order, and any failure by Respondents to comply with any term of such Remedial 

Agreement related to the APDO Assets shall constitute a failure to comply with this Order. 

C. Respondents shall include in any Remedial Agreement related to the APDO Assets the 

following provisions: 

33
1. Respondents shall Contract Manufacture and deliver to the Commission-approved 

Acquirer, in a timely manner and under reasonable terms and conditions, a supply of 

finished APDO Product(s) at Respondent Gillette’s Supply Cost, for a period of time 

sufficient to allow the Commission-approved Acquirer (or the Designee of the 

Commission-approved Acquirer) to be able to manufacture and to obtain all the relevant 

Agency approvals necessary to manufacture finished APDO Product(s) independently of 

Respondents; 

2. during the term of the Contract Manufacture between Respondent(s) and the 

Commission-approved Acquirer, upon request of the Commission-approved Acquirer or 

Interim Monitor (if applicable), Respondents shall make available to the Commissionapproved Acquirer and the Interim Monitor (if applicable) all records that relate to the 

manufacture of the APDO Products that are generated or created after the Closing Date; 

3. upon reasonable notice and request from the Commission-approved Acquirer to the 

Respondents, Respondents shall provide in a timely manner at no greater than Direct 

Cost the following: 

a. assistance and advice to enable the Commission-approved Acquirer (or the 

Designee of the Commission-approved Acquirer) to obtain all necessary permits and 

approvals from any Agency or Governmental Entity to manufacture and sell the 

APDO Products; 

b. assistance to the Commission-approved Acquirer (or the Designee of the 

Commission-approved Acquirer) to manufacture the APDO Products in 

substantially the same manner and quality employed or achieved by or behalf of 

Respondent Gillette; and 

c. consultation with knowledgeable employees of Respondents and training, at the 

request of the Commission-approved Acquirer and at a facility chosen by the 

Commission-approved Acquirer sufficient to satisfy management of the 

Commission-approved Acquirer that its personnel (or the Designee’s personnel) are 

adequately trained in the manufacture of the APDO Products; 

4. upon reasonable notice and request from the Commission-approved Acquirer to 

Respondents, Respondents shall provide, in a timely manner, at no greater than Direct 

Cost, assistance of knowledgeable employees of the Respondents to assist the 

Commission-approved Acquirer to defend against, respond to, or otherwise participate in 

any litigation related to the Product Intellectual Property; 

5. Respondents shall covenant to the Commission-approved Acquirer that Respondents 

shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer under Patents that are owned or licensed by 

34
Respondents as of the Acquisition Date, if such suit would have the potential to interfere 

with the Commission-approved Acquirer’s freedom to practice in the research, 

Development, manufacture, use, import, export, distribution or sale of the APDO 

Products; provided however, that Respondents may receive a covenant from the 

Commission-approved Acquirer not to assert against the Respondents any Patent related 

to the APDO Products that is assigned to the Commission-approved Acquirer from the 

Respondents pursuant to this Order; and 

6. Respondents shall covenant to the Commission-approved Acquirer that: (1) as a 

condition of any assignment, transfer or license to a Third Party of the above-described 

Patents, the Third Party shall agree to provide a covenant whereby the Third Party 

covenants not to sue the APDO Releasees under such Patents, if the suit would have the 

potential to interfere with the Commission-approved Acquirer’s freedom to practice in 

the research, Development, manufacture, use, import, export, distribution or sale of the 

APDO Products; and (2) with respect to any Third Party rights licensed to Respondents 

as of or after the Acquisition Date, and as to which Respondents do not control the right 

of prosecution of any legal action, Respondents shall not actively induce, assist or 

participate in any legal action or proceeding relating to the APDO Products against the 

APDO Releasees, unless required by Law or contract (such contract not to be solicited or 

entered into for the purpose of circumventing any of the requirements of this Order). 

D. Respondents shall: 

1. submit to the Commission-approved Acquirer, at Respondents’ expense, all Confidential 

Business Information related to the APDO Products; 

2. deliver such Confidential Business Information as follows: (1) in good faith; (2) as soon 

as practicable, avoiding any delays in transmission of the respective information; and (3) 

in a manner that ensures its completeness and accuracy and that fully preserves its 

usefulness; 

3. pending complete delivery of all such Confidential Business Information to the 

Commission-approved Acquirer, provide the Commission-approved Acquirer and the 

Interim Monitor (if any has been appointed) with access to all such Confidential 

Business Information and employees who possess or are able to locate such information 

for the purposes of identifying the books, records, and files related to the APDO 

Products that contain such Confidential Business Information and facilitating the 

delivery in a manner consistent with this Order; 

4. not use, directly or indirectly, any such Confidential Business Information related to the 

research, Development, manufacturing, marketing, or sale of the APDO Products (other 

than as necessary to comply with the following: (1) the requirements of this Order; (2) 

the Respondents’ obligations to the Commission-approved Acquirer under the terms of 

35
any Remedial Agreement related to the APDO Assets; or (3) applicable Law; 

provided however, Respondents may use such Confidential Business Information that 

also relates to those Retained Products that have been marketed and sold as 

antiperspirants or deodorants under the Gillette Series® trademarks prior to the 

Acquisition to the extent necessary for Respondents to continue to manufacture, market, 

and sell such Retained Products; provided, further, Respondents shall take such actions, 

as may be practicable, to prevent the exploitation or use of the most recent brand plan(s) 

related to the APDO Products by Respondents’ employees with responsibilities relating to 

the Retained Products to be marketed or sold as antiperspirants or deodorants; 

5. not disclose or convey any such Confidential Business Information (other than as 

otherwise permitted under this Order), directly or indirectly, to any person except the 

Commission-approved Acquirer; and 

6. shall not provide, disclose or otherwise make available, directly or indirectly, any such 

Confidential Business Information (other than as otherwise permitted under this Order) 

related to the marketing or sales of the APDO Assets to the employees associated with 

business related to Retained Products that are marketed and sold as antiperspirants or 

deodorants prior to the Acquisition (including, but not limited to, such employees with 

work responsibilities related to the Retained Products that have been marketed and sold 

as antiperspirants or deodorants under the Old Spice® trademark and any variations or 

derivatives of such trademark prior to the Acquisition). 

E. Respondents shall not enforce any agreement against a Third Party or the Commissionapproved Acquirer to the extent that such agreement may limit or otherwise impair the 

ability of the Commission-approved Acquirer to acquire the Product Manufacturing 

Technology related to the APDO Products or related equipment from the Third Party. Such 

agreements include, but are not limited to, agreements with respect to the disclosure of 

Confidential Business Information related to such Product Manufacturing Technology. 

F. Not later than ten (10) days after the Closing Date, Respondents shall grant a release to each 

Third Party that is subject to an agreement as described in Paragraph IV.E. that allows the 

Third Party to provide the relevant Product Manufacturing Technology or related equipment 

to the Commission-approved Acquirer. Within five (5) days of the execution of each such 

release, Respondents shall provide a copy of the release to the Commission-approved 

Acquirer. 

G. Respondents shall: 

1. for a period of at least six (6) months from the Closing Date, provide the Commissionapproved Acquirer with the opportunity to enter into employment contracts with the 

APDO Core Employees. This period is hereinafter referred to as the “APDO Access 

36
Period”; and 

2. not later than the earlier of the following dates: (1) ten (10) Days after notice by staff of 

the Commission to the Respondents to provide the Product Employee Information; or (2) 

ten (10) Days after the Closing Date, provide the Commission-approved Acquirer or the 

Proposed Acquirer with the Product Employee Information related to the APDO Core 

Employees. Failure by Respondents to provide the Product Employee Information for 

any relevant employee within the time provided herein shall extend the APDO Access 

Period with respect to that employee in an amount equal to the delay. 

H. Respondents shall: 

1. during the APDO Access Period, not interfere with the hiring or employing by the 

Commission-approved Acquirer of the APDO Core Employees, and remove any 

impediments within the control of Respondents that may deter these employees from 

accepting employment with the Commission-approved Acquirer, including, but not 

limited to, any noncompete or nondisclosure provisions of employment or other 

contracts with Respondents that would affect the ability or incentive of those individuals 

to be employed by the Commission-approved Acquirer. In addition, Respondents shall 

not make any counteroffer to an APDO Core Employee who receives a written offer of 

employment from the Commission-approved Acquirer; 

provided, however, that this Paragraph IV.H.1 shall not prohibit the Respondents from 

making offers of employment to or employing any APDO Core Employee during the 

APDO Access Period where the Commission-approved Acquirer has notified the 

Respondents in writing that the Commission-approved Acquirer does not intend to make 

an offer of employment to that employee; 

provided further that if the Respondents notify the Commission-approved Acquirer in 

writing of their desire to make an offer of employment to a particular APDO Core 

Employee and the Commission-approved Acquirer does not make an offer of 

employment to that employee within twenty (20) days of the date the Commissionapproved Acquirer receives such notice, the Respondents may make an offer of 

employment to that employee; 

2. until the Closing Date, provide all APDO Core Employees with reasonable financial 

incentives to continue in their positions and to market and promote the APDO Products 

consistent with past practices and/or as may be necessary to preserve the marketability, 

viability and competitiveness of the APDO Products and to ensure successful execution 

of the pre-Acquisition marketing plans related to the APDO Products. Such incentives 

shall include a continuation of all employee compensation and benefits offered by 

Respondents until the Closing Date for the divestiture of the APDO Assets has occurred, 

including regularly scheduled raises, bonuses, and vesting of pension benefits (as 

37
permitted by Law); 

provided, however, that nothing in this Order requires or shall be construed to require 

the Respondents to terminate the employment of any employee or prevents the 

Respondents from continuing the employment of the APDO Core Employees (other 

than those conditions contained in this Order) in connection with the Acquisition; and 

3. for a period of one (1) year from the Closing Date, not: 

a. directly or indirectly, solicit or otherwise attempt to induce any employee of the 

Commission-approved Acquirer with any amount of responsibility related to APDO 

(“APDO Employee”) to terminate his or her employment relationship with the 

Commission-approved Acquirer; or 

b. hire any APDO Employee; provided, however, Respondents may hire any former 

APDO Employee whose employment has been terminated by the Commissionapproved Acquirer or who independently applies for employment with the 

Respondents, as long as such employee was not solicited in violation of the 

nonsolicitation requirements contained herein; 

provided, however, Respondents may do the following: (1) advertise for employees in 

newspapers, trade publications or other media not targeted specifically at the APDO 

Employees; or (2) hire an APDO Employee who contacts Respondents on his or her own 

initiative without any direct or indirect solicitation or encouragement from the 

Respondents. 

I. Prior to the Closing Date, Respondents shall secure all consents and waivers from all Third 

Parties that are necessary for the divestiture of the APDO Assets to the Commissionapproved Acquirer, or for the continued research, Development, manufacture, sale, 

marketing or distribution of the APDO Products by the Commission-approved Acquirer; 

provided, however, Respondents may satisfy this requirement by certifying that the 

Commission-approved Acquirer has executed all such agreements directly with each of 

the relevant Third Parties. 

J. Respondents shall require, as a condition of continued employment post-divestiture of the 

APDO Assets, that each APDO Core Employee retained by Respondents, the direct 

supervisor(s) of any such employee, and any other employee retained by Respondents and 

designated by the Interim Monitor sign a confidentiality agreement pursuant to which such 

employee shall be required to maintain all Confidential Business Information related to the 

APDO Products strictly confidential, including the nondisclosure of such information to all 

other employees, executives or other personnel of Respondents (other than as necessary to 

comply with the requirements of this Order). 

38
K. Respondents shall provide written notification of the restrictions on the use of the 

Confidential Business Information related to the APDO Products by Respondents’ personnel 

to all of Respondents’ employees who: 

1. are or were involved in the research, Development, manufacturing, distribution, sale or 

marketing of the APDO Products; 

2. are involved in the research, Development, manufacturing, distribution, sale or 

marketing of Respondent P&G’s antiperspirant or deodorant Products; 

3. are involved in the research, Development, manufacturing, distribution, sale or 

marketing of Respondent Gillette’s antiperspirant or deodorant Retained Products; 

and/or 

4. may have Confidential Business Information related to APDO. 

Respondents shall give such notification by e-mail with return receipt requested or similar 

transmission, and keep a file of such receipts for one (1) year after the Closing Date. 

Respondents shall provide a copy of such notification to the Commission-approved 

Acquirer. Respondents shall maintain complete records of all such agreements at 

Respondents’ corporate headquarters and shall provide an officer’s certification to the 

Commission stating that such acknowledgment program has been implemented and is 

being complied with. Respondents shall provide the Commission-approved Acquirer 

with copies of all certifications, notifications and reminders sent to Respondents’ 

personnel. 

L. Upon reasonable notice and request by the Commission-approved Acquirer, Respondents 

shall make available to the Commission-approved Acquirer, at no greater than Direct Cost 

such personnel, assistance and training as the Commission-approved Acquirer might 

reasonably need to transfer the APDO Assets, and shall continue providing such personnel, 

assistance and training, at the request of the Commission-approved Acquirer, until the 

Commission-approved Acquirer (or the Designee of the Commission-approved Acquirer) is 

fully able to manufacture APDO Products independently of the Respondents; 

provided, however, the Commission may eliminate, or limit the duration of, the 

Respondents’ obligation under this provision if the Commission determines that the 

Commission-approved Acquirer is not using commercially reasonable best efforts to 

enable itself or its Designee to manufacture the APDO Products in a facility that is 

independent of Respondents. 

M. Pending divestiture of the APDO Assets, Respondents shall take such actions as are 

necessary to maintain the full economic viability and marketability of the business 

associated with the APDO Assets, to minimize any risk of loss of competitive potential for 

39
such business, and to prevent the destruction, removal, wasting, deterioration, or impairment 

of any of the APDO Assets except for ordinary wear and tear. 

N. Counsel for Respondents (including in-house counsel under appropriate confidentiality 

arrangements) may retain unredacted copies of all documents or other materials provided to 

the Commission-approved Acquirer and may have access to original documents (under 

circumstances where copies of documents are insufficient or otherwise unavailable) 

provided to the Commission-approved Acquirer only in order to do the following: 

1. comply with any Remedial Agreement, this Order, any Law (including, without 

limitation, any requirement to obtain regulatory licenses or approvals), any data retention 

requirement of any applicable Governmental Entity, or any taxation requirements; or 

2. defend against, respond to, or otherwise participate in any litigation, investigation, audit, 

process, subpoena or other proceeding relating to the divestiture or any other aspect of 

the APDO Assets or APDO business; provided, however, that Respondents may disclose 

such information as necessary for the purposes set forth in this Paragraph pursuant to an 

appropriate confidentiality order, agreement or arrangement; 

provided, however, that pursuant to this Paragraph IV.N., Respondents shall: (1) require 

those who view such unredacted documents or other materials to enter into confidentiality 

agreements with the Commission–approved Acquirer (but shall not be deemed to have 

violated this requirement if the Commission-approved Acquirer withholds such 

agreement unreasonably); and (2) use their best efforts to obtain a protective order to 

protect the confidentiality of such information during any adjudication. 

O. Respondents shall maintain manufacturing facilities for the APDO Products that are fully 

capable of producing the APDO Products until the earlier of the following: 1) the 

Commission-approved Acquirer (or the Designee of the Commission-approved Acquirer) is 

otherwise fully able to manufacture the APDO Products in a facility that is independent of 

Respondents; or 2) the Respondents have provided to the Commission-approved Acquirer 

inventory of finished APDO Products sufficient to cover at least all demand anticipated by 

the Commission-approved Acquirer for the APDO Products during the period of time 

estimated for the removal, transfer, and reassembly, in a fully operational format (including 

any potential for delays in such removal, transfer and reassembly in such format), of the 

APDO Equipment to the Commission-approved Acquirer (or the Designee of the 

Commission-approved Acquirer); 

provided, however, the Commission may eliminate, or limit the duration of, the 

Respondents’ obligation under this provision if the Commission determines that the 

Commission-approved Acquirer is not using commercially reasonable best efforts to 

enable it to manufacture the APDO Products in a facility that is independent of 

Respondents. 

40
P. Respondents shall not join, file, prosecute or maintain any suit, in law or equity, against the 

Commission-approved Acquirer or the APDO Releasee(s) for the research, Development, 

manufacture, use, import, export, distribution, or sale of the APDO Products under the 

following: 

1. any Patents owned or licensed by Respondents as of the Acquisition Date that claim the 

use of the APDO Products; 

2. any Patents owned or licensed at any time after the Acquisition Date by Respondents 

that claim any aspect of the research, Development, manufacture, use, import, export, 

distribution, or sale of the APDO Products, other than such Patents that claim inventions 

conceived by and reduced to practice after the Acquisition Date. 

Q. Respondents shall not, in any jurisdiction throughout the world: (1) use the Product 

Trademarks related to APDO or any mark confusingly similar to the Product Trademarks, as 

a trademark, tradename, or service mark; (2) attempt to register the Product Trademarks; (3) 

attempt to register any mark confusingly similar to the Product Trademarks; (4) challenge or 

interfere with the Commission-approved Acquirer’s use and registration of the Product 

Trademarks; or (5) challenge or interfere with the Commission-approved Acquirer’s efforts 

to enforce its trademark registrations for and trademark rights in the Product Trademarks 

against Third Parties; provided however, that nothing in this Order shall preclude 

Respondents from continuing to use those trademarks, tradenames, or service marks related 

to the Retained Products as of the Acquisition Date. 

R. The purpose of the divestiture of the APDO Assets is to ensure the continued use of the 

APDO Assets in the same business, independent of Respondents, in which the APDO Assets 

were engaged at the time of the announcement of the Acquisition, and to remedy the 

lessening of competition resulting from the Acquisition as alleged in the Commission’s 

Complaint. 

V. 

IT IS FURTHER ORDERED that: 

A. Not later than twenty (20) days after the Acquisition Date, Respondents shall amend the 

IntelliClean Agreement in accordance with the IntelliClean Amended Agreement (which 

agreement shall not vary or contradict, or be construed to vary or contradict, the terms of this 

Order, it being understood that nothing in this Order shall be construed to reduce any rights 

or benefits of Philips (other than with respect to any noncompete provisions contained in the 

IntelliClean Agreement) or to reduce any obligations of Respondents (other than with 

respect to any noncompete provisions contained in the IntelliClean Agreement) under the 

IntelliClean Amended Agreement). 

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B. The IntelliClean Agreement as amended in accordance with the IntelliClean Amended 

Agreement shall be deemed incorporated by reference into this Order and made a part 

hereof, and any failure by Respondents to comply with any term of the IntelliClean 

Amended Agreement, if such agreement is approved by the Commission in connection with 

the Commission’s determination to make this Order final shall constitute a failure to comply 

with this Order. Any other Remedial Agreement related to the IntelliClean Products shall 

also be deemed incorporated into this Order, and any failure by Respondents to comply with 

any term of such Remedial Agreement related to the IntelliClean Products shall constitute a 

failure to comply with this Order. 

C. Respondents shall: 

1. grant a perpetual, fully paid-up and royalty-free license(s) with rights to sublicense to all 

Product Intellectual Property, Product Licensed Intellectual Property, and the Product 

Manufacturing Technology to use, make, distribute, offer for sale, promote, advertise, 

sell, import, export, or have used, made, distributed, offered for sale, promoted, 

advertised, sold, imported, or exported the IntelliClean Products anywhere in the world; 

provided however, such license for the Product Intellectual Property shall also include 

the rights to use Respondent P&G’s Crest® trademark in the United States and Canada in 

connection with the marketing of the IntelliClean Products for a limited period as is 

approved by the Commission in the Remedial Agreements related to the IntelliClean 

Products; 

2. as reflected in the IntelliClean Amended Agreement, Contract Manufacture and deliver 

to Philip or its Designee, in a timely manner and under reasonable terms and conditions 

(such terms and conditions to be in a manner that preserves the full economic viability 

and competitiveness of the IntelliClean Products) a supply of the finished dentifrice 

Product used in connection with the rechargeable toothbrush(es) that are a part of the 

IntelliClean Products; 

3. upon reasonable notice and request from Philips to the Respondents, provide in a timely 

manner at no greater than Direct Cost the following: 

a. assistance and advice to enable Philips or its Designee to obtain all necessary 

permits and approvals from any Agency or Governmental Entity to manufacture and 

sell the dentifrice used in connection with the rechargeable toothbrush(es) that are a 

part of the IntelliClean Products; 

b. assistance to Philips or its Designee to manufacture the dentifrice used in connection 

with the rechargeable toothbrush(es) that are a part of the IntelliClean Products in 

substantially the same manner and quality employed or achieved by or behalf of 

Respondent P&G; and 

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c. consultation with knowledgeable employees of Respondents and training, at the 

request of Philips and at a facility chosen by Philips sufficient to satisfy 

management of Philips that its personnel (or the Designee’s personnel) are 

adequately trained in the manufacture of the dentifrice used in connection with the 

rechargeable toothbrush(es) that are a part of the IntelliClean Products. 

D. Respondents shall: 

1. submit to Philips, at Respondents’ expense, copies of all Confidential Business 

Information related to the research, Development, manufacture, distribution, marketing 

or sale of IntelliClean Products; 

2. deliver such Confidential Business Information as follows: (1) in good faith; (2) as soon 

as practicable, avoiding any delays in transmission of the respective information; and (3) 

in a manner that ensures its completeness and accuracy and that fully preserves its 

usefulness; and 

3. pending complete delivery of all such Confidential Business Information to Philips, 

provide Philips and the Interim Monitor (if any has been appointed) with access to all 

such Confidential Business Information and employees who possess or are able to locate 

such information for the purposes of identifying the books, records, and files related to 

the IntelliClean Products that contain such Confidential Business Information and 

facilitating the delivery in a manner consistent with this Order. 

E. Respondents shall not enforce any agreement against a Third Party or Philips to the extent 

that such agreement may limit or otherwise impair the ability of Philips to acquire the 

Product Manufacturing Technology related to the IntelliClean Products or related equipment 

from the Third Party. Such agreements include, but are not limited to, agreements with 

respect to the disclosure of Confidential Business Information related to such Product 

Manufacturing Technology. 

F. Not later than ten (10) days after the Closing Date, Respondents shall grant a release to each 

Third Party that is subject to an agreement as described in Paragraph V.E. that allows the 

Third Party to provide the relevant Product Manufacturing Technology or related equipment 

to Philips. Within five (5) days of the execution of each such release, Respondents shall 

provide a copy of the release to Philips. 

G. For a period commencing on the date this Order becomes final and continuing for ten (10) 

years, Respondents shall not, without providing advance written notification to the 

Commission, terminate the IntelliClean Amended Agreement. Said notification shall be 

given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 

of the Code of Federal Regulations as amended (hereinafter referred to as “the 

Notification”), and shall be prepared and transmitted in accordance with the requirements of 

43
that part, except that no filing fee will be required for any such Notification. Notification 

shall be filed with the Secretary of the Commission, Notification need not be made to the 

United States Department of Justice, and Notification is required only of the Respondents 

and not of any other party to the transaction. Respondents shall provide two (2) complete 

copies (with all attachments and exhibits) of the Notification to the Commission at least 

thirty (30) days prior to terminating the IntelliClean Amended Agreement (hereinafter 

referred to as the “first waiting period”). If, within the first waiting period, representatives 

of the Commission make a written request for additional information or documentary 

material (within the meaning of 16 C.F.R. § 803.20), Respondents shall not terminate 

IntelliClean Amended Agreement until thirty (30) days after substantially complying with 

such request. Early termination of the waiting periods in this Paragraph may be requested 

and, where appropriate, granted by letter from the Bureau of Competition; provided, 

however, that prior notification shall not be required by this Paragraph for a transaction for 

which notification is required to be made, and has been made, pursuant to Section 7A of the 

Clayton Act, 15 U.S.C. § 18a. 

H. The purpose of Paragraph V of this Order is to ensure the continued marketing and sale of 

the IntelliClean Products independently of Respondents and for the same purposes which it 

was researched, developed, manufactured, marketed and sold by Philips and Respondent 

P&G at the time of the announcement of the Acquisition, and to remedy the lessening of 

competition resulting from the Acquisition as alleged in the Commission’s Complaint. 

VI. 

IT IS FURTHER ORDERED that: 

A. At any time after Respondents sign the Consent Agreement in this matter, the Commission 

may appoint a monitor (“Interim Monitor”) to assure that Respondents expeditiously comply 

with all of their obligations and perform all of their responsibilities as required by this 

Order, the Order to Maintain Assets and the Remedial Agreements. 

B. The Commission shall select the Interim Monitor, subject to the consent of Respondent 

P&G, which consent shall not be unreasonably withheld. If Respondent P&G has not 

opposed, in writing, including the reasons for opposing, the selection of a proposed Interim 

Monitor within ten (10) days after notice by the staff of the Commission to Respondent 

P&G of the identity of any proposed Interim Monitor, Respondents shall be deemed to have 

consented to the selection of the proposed Interim Monitor. 

C. Not later than ten (10) days after the appointment of the Interim Monitor, Respondents shall 

execute an agreement that, subject to the prior approval of the Commission, confers on the 

Interim Monitor all the rights and powers necessary to permit the Interim Monitor to monitor 

Respondents’ compliance with the relevant requirements of the Order in a manner consistent 

44
with the purposes of the Order. 

D. If an Interim Monitor is appointed, Respondents shall consent to the following terms and 

conditions regarding the powers, duties, authorities, and responsibilities of the Interim 

Monitor: 

1. The Interim Monitor shall have the power and authority to monitor Respondents’ 

compliance with the divestiture and asset maintenance obligations and related 

requirements of the Order, and shall exercise such power and authority and carry out the 

duties and responsibilities of the Interim Monitor in a manner consistent with the 

purposes of the Order and in consultation with the Commission. 

2. The Interim Monitor shall act in a fiduciary capacity for the benefit of the Commission. 

3. The Interim Monitor shall serve until the later of: 

a. the completion by Respondents of the divestiture of all relevant assets required to be 

assigned, granted, licensed, divested, transferred, delivered, or otherwise conveyed 

pursuant to this Order in a manner that fully satisfies the requirements of the Order 

and notification by the Commission-approved Acquirer to the Interim Monitor that 

it is fully capable of producing the relevant Product(s) acquired pursuant to a 

Remedial Agreement independently of Respondents; and fulfillment of the 

Respondents obligations under this Order with respect to the IntelliClean Products; 

or 

b. the completion by Respondents of the last obligation under the Order pertaining to 

the Interim Monitor’s service; 

provided, however, that the Commission may extend or modify this period as may 

be necessary or appropriate to accomplish the purposes of the Order. 

4. Subject to any demonstrated legally recognized privilege, the Interim Monitor shall have 

full and complete access to Respondents’ personnel, books, documents, records kept in 

the normal course of business, facilities and technical information, and such other 

relevant information as the Interim Monitor may reasonably request, related to 

Respondents’ compliance with their obligations under the Order, including, but not 

limited to, their obligations related to the relevant assets. Respondents shall cooperate 

with any reasonable request of the Interim Monitor and shall take no action to interfere 

with or impede the Interim Monitor's ability to monitor Respondents’ compliance with 

the Order. 

5. The Interim Monitor shall serve, without bond or other security, at the expense of 

Respondents on such reasonable and customary terms and conditions as the Commission 

45
may set. The Interim Monitor shall have authority to employ, at the expense of the 

Respondents, such consultants, accountants, attorneys and other representatives and 

assistants as are reasonably necessary to carry out the Interim Monitor’s duties and 

responsibilities. 

6. Respondents shall indemnify the Interim Monitor and hold the Interim Monitor harmless 

against any losses, claims, damages, liabilities, or expenses arising out of, or in 

connection with, the performance of the Interim Monitor’s duties, including all 

reasonable fees of counsel and other reasonable expenses incurred in connection with the 

preparations for, or defense of, any claim, whether or not resulting in any liability, except 

to the extent that such losses, claims, damages, liabilities, or expenses result from 

misfeasance, gross negligence, willful or wanton acts, or bad faith by the Interim 

Monitor. 

7. Respondents shall report to the Interim Monitor in accordance with the requirements of 

this Order and/or as otherwise provided in any agreement approved by the Commission. 

The Interim Monitor shall evaluate the reports submitted to the Interim Monitor by 

Respondents, and any reports submitted by the Commission-approved Acquirer with 

respect to the performance of Respondents’ obligations under the Order or the Remedial 

Agreement. Within thirty (30) Days from the date the Interim Monitor receives these 

reports, the Interim Monitor shall report in writing to the Commission concerning 

performance by Respondents of their obligations under the Order. 

8. Respondents may require the Interim Monitor and each of the Interim Monitor’s 

consultants, accountants, attorneys and other representatives and assistants to sign a 

customary confidentiality agreement; provided, however, that such agreement shall not 

restrict the Interim Monitor from providing any information to the Commission. 

E. The Commission may, among other things, require the Interim Monitor and each of the 

Interim Monitor’s consultants, accountants, attorneys and other representatives and 

assistants to sign an appropriate confidentiality agreement related to Commission materials 

and information received in connection with the performance of the Interim Monitor’s 

duties. 

F. If the Commission determines that the Interim Monitor has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Interim Monitor in the same manner as 

provided in this Paragraph. 

G. The Commission may on its own initiative, or at the request of the Interim Monitor, issue 

such additional orders or directions as may be necessary or appropriate to assure compliance 

with the requirements of the Order. 

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H. The Interim Monitor appointed pursuant to this Order may be the same person appointed as 

a Divestiture Trustee pursuant to the relevant provisions of this Order. 

VII. 

IT IS FURTHER ORDERED that: 

A. If Respondents have not fully complied with the obligations to assign, grant, license, divest, 

transfer, deliver or otherwise convey relevant assets as required by this Order, the 

Commission may appoint a trustee (“Divestiture Trustee”) to assign, grant, license, divest, 

transfer, deliver or otherwise convey the assets required to be assigned, granted, licensed, 

divested, transferred, delivered or otherwise conveyed pursuant to each of the relevant 

Paragraphs in a manner that satisfies the requirements of each such Paragraph. In the event 

that the Commission or the Attorney General brings an action pursuant to § 5(l) of the 

Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the 

Commission, Respondents shall consent to the appointment of a Divestiture Trustee in such 

action to assign, grant, license, divest, transfer, deliver or otherwise convey the relevant 

assets. Neither the appointment of a Divestiture Trustee nor a decision not to appoint a 

Divestiture Trustee under this Paragraph shall preclude the Commission or the Attorney 

General from seeking civil penalties or any other relief available to it, including a 

court-appointed Divestiture Trustee, pursuant to § 5(l) of the Federal Trade Commission 

Act, or any other statute enforced by the Commission, for any failure by Respondents to 

comply with this Order. 

B. The Commission shall select the Divestiture Trustee, subject to the consent of Respondent 

P&G, which consent shall not be unreasonably withheld. The Divestiture Trustee shall be a 

person with experience and expertise in acquisitions and divestitures. If Respondent P&G 

has not opposed, in writing, including the reasons for opposing, the selection of any 

proposed Divestiture Trustee within ten (10) days after notice by the staff of the 

Commission to Respondent P&G of the identity of any proposed Divestiture Trustee, 

Respondents shall be deemed to have consented to the selection of the proposed Divestiture 

Trustee. 

C. Not later than ten (10) days after the appointment of a Divestiture Trustee, Respondents 

shall execute a trust agreement that, subject to the prior approval of the Commission, 

transfers to the Divestiture Trustee all rights and powers necessary to permit the Divestiture 

Trustee to effect the divestiture required by this Order. 

D. If a Divestiture Trustee is appointed by the Commission or a court pursuant to this

Paragraph, Respondents shall consent to the following terms and conditions regarding the

Divestiture Trustee’s powers, duties, authority, and responsibilities:

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1. Subject to the prior approval of the Commission, the Divestiture Trustee shall have the 

exclusive power and authority to assign, grant, license, divest, transfer, deliver or 

otherwise convey the assets that are required by this Order to be assigned, granted, 

licensed, divested, transferred, delivered or otherwise conveyed. 

2. The Divestiture Trustee shall have one (1) year after the date the Commission approves 

the trust agreement described herein to accomplish the divestiture, which shall be subject 

to the prior approval of the Commission. If, however, at the end of the one (1) year 

period, the Divestiture Trustee has submitted a plan of divestiture or believes that the 

divestiture can be achieved within a reasonable time, the divestiture period may be 

extended by the Commission; provided, however, the Commission may extend the 

divestiture period only two (2) times. 

3. Subject to any demonstrated legally recognized privilege, the Divestiture Trustee shall 

have full and complete access to the personnel, books, records and facilities related to 

the relevant assets that are required to be assigned, granted, licensed, divested, delivered 

or otherwise conveyed by this Order and to any other relevant information, as the 

Divestiture Trustee may request. Respondents shall Develop such financial or other 

information as the Divestiture Trustee may request and shall cooperate with the 

Divestiture Trustee. Respondents shall take no action to interfere with or impede the 

Divestiture Trustee’s accomplishment of the divestiture. Any delays in divestiture 

caused by Respondents shall extend the time for divestiture under this Paragraph in an 

amount equal to the delay, as determined by the Commission or, for a court-appointed 

Divestiture Trustee, by the court. 

4. The Divestiture Trustee shall use commercially reasonable efforts to negotiate the most 

favorable price and terms available in each contract that is submitted to the Commission, 

subject to Respondent’s absolute and unconditional obligation to divest expeditiously 

and at no minimum price. The divestiture shall be made in the manner and to an 

acquirer as required by this Order; provided, however, if the Divestiture Trustee receives 

bona fide offers from more than one acquiring entity, and if the Commission determines 

to approve more than one such acquiring entity, the Divestiture Trustee shall divest to 

the acquiring entity selected by Respondent from among those approved by the 

Commission; and, provided further, however, that Respondent shall select such entity 

within five (5) days after receiving notification of the Commission’s approval. 

5. The Divestiture Trustee shall serve, without bond or other security, at the cost and 

expense of Respondents, on such reasonable and customary terms and conditions as the 

Commission or a court may set. The Divestiture Trustee shall have the authority to 

employ, at the cost and expense of Respondents, such consultants, accountants, 

attorneys, investment bankers, business brokers, appraisers, and other representatives 

and assistants as are necessary to carry out the Divestiture Trustee’s duties and 

responsibilities. The Divestiture Trustee shall account for all monies derived from the 

48
divestiture and all expenses incurred. After approval by the Commission of the account 

of the Divestiture Trustee, including fees for the Divestiture Trustee’s services, all 

remaining monies shall be paid at the direction of the Respondents, and the Divestiture 

Trustee’s power shall be terminated. The compensation of the Divestiture Trustee shall 

be based at least in significant part on a commission arrangement contingent on the 

divestiture of all of the relevant assets that are required to be divested by this Order. 

6. Respondents shall indemnify the Divestiture Trustee and hold the Divestiture Trustee 

harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in 

connection with, the performance of the Divestiture Trustee’s duties, including all 

reasonable fees of counsel and other expenses incurred in connection with the 

preparation for, or defense of, any claim, whether or not resulting in any liability, except 

to the extent that such losses, claims, damages, liabilities, or expenses result from 

misfeasance, gross negligence, willful or wanton acts, or bad faith by the Divestiture 

Trustee. 

7. The Divestiture Trustee shall have no obligation or authority to operate or maintain the 

relevant assets required to be divested by this Order; provided, however, that the 

Divestiture Trustee appointed pursuant to this Paragraph may be the same Person 

appointed as Interim Monitor pursuant to the relevant provisions of the Order to 

Maintain Assets in this matter. 

8. The Divestiture Trustee shall report in writing to Respondents and to the Commission 

every sixty (60) days concerning the Divestiture Trustee’s efforts to accomplish the 

divestiture. 

9. Respondents may require the Divestiture Trustee and each of the Divestiture Trustee’s 

consultants, accountants, attorneys and other representatives and assistants to sign a 

customary confidentiality agreement; provided, however, such agreement shall not 

restrict the Divestiture Trustee from providing any information to the Commission. 

E. If the Commission determines that a Divestiture Trustee has ceased to act or failed to act 

diligently, the Commission may appoint a substitute Divestiture Trustee in the same manner 

as provided in this Paragraph. 

F. The Commission or, in the case of a court-appointed Divestiture Trustee, the court, may on 

its own initiative or at the request of the Divestiture Trustee issue such additional orders or 

directions as may be necessary or appropriate to accomplish the divestiture required by this 

Order. 

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VIII. 

IT IS FURTHER ORDERED that: 

A. Within five (5) days of the Acquisition, Respondents shall submit to the Commission a letter 

certifying the date on which the Acquisition occurred. 

B. Within thirty (30) days after the date this Order becomes final, and every sixty (60) days 

thereafter until Respondents have fully complied with, the following: 

1. Paragraphs II.A, Paragraphs III.A. and IV.A. (i.e., has assigned, licensed, divested, 

transferred, delivered or otherwise conveyed all relevant assets to the relevant 

Commission-approved Acquirer in a manner that fully satisfies the requirements of the 

Order) and Paragraph V.A. of this Order, 

2. Paragraphs II.C., II.D., II.F., III.C., III.D., III.F., IV.C., IV.D., IV.F., V.A., V.D., and 

V.F.; and 

3. and all its responsibilities to render transitional services to the relevant Commissionapproved Acquirer as provided by this Order and the Remedial Agreement(s), 

Respondents shall submit to the Commission a verified written report setting forth in detail 

the manner and form in which it intends to comply, is complying, and has complied with 

this Order. Respondent shall submit at the same time a copy of its report concerning 

compliance with this Order to the Interim Monitor, if any Interim Monitor has been 

appointed. Respondents shall include in their reports, among other things that are required 

from time to time, a full description of the efforts being made to comply with the relevant 

Paragraphs of the Order, including a full description of all substantive contacts or 

negotiations related to the divestiture of the relevant assets and the identity of all Persons 

contacted, including, copies of all written communications to and from such Persons, all 

internal memoranda, and all reports and recommendations concerning completing the 

obligations. 

C. One (1) year after the date this Order becomes final, annually for the next nine years on the 

anniversary of the date this Order becomes final, and at other times as the Commission may 

require, Respondents shall file a verified written report with the Commission setting forth in 

detail the manner and form in which it has complied and is complying with the Order. 

50
IX.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty 

(30) days prior to any proposed (1) dissolution of such Respondent, (2) acquisition, merger or 

consolidation of Respondents, or (3) any other change in the Respondents that may affect 

compliance obligations arising out of the Order, including, but not limited to, assignment and the 

creation or dissolution of subsidiaries. 

X. 

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance 

with this Order, and subject to any legally recognized privilege, and upon written request with 

reasonable notice to Respondents made to their principal United States offices, Respondents shall 

permit any duly authorized representative of the Commission: 

A. access, during business office hours of Respondents and in the presence of counsel, to all

facilities and access to inspect and copy all books, ledgers, accounts, correspondence,

memoranda and all other records and documents in the possession or under the control of

Respondent related to compliance with this Order; and

B. upon five (5) days’ notice to Respondents and without restraint or interference from

Respondent, to interview officers, directors, or employees of Respondents, who may have

counsel present, regarding such matters.

XI. 

IT IS FURTHER ORDERED that this Order shall terminate on December 15, 2015. 

By the Commission, Chairman Majoras and Commissioner Harbour recused. 

Donald S. Clark 

Secretary 

SEAL 

ISSUED: December 15, 2005 

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PUBLIC

APPENDIX I

ORDER TO MAINTAIN ASSETS
NON-PUBLIC APPENDIX II

AGREEMENTS RELATED TO

THE SPINBRUSH ASSETS

[Redacted From the Public Record Version But Incorporated By Reference]
NON-PUBLIC

APPENDIX III

AGREEMENTS RELATED TO

THE INTELLICLEAN PRODUCTS

[Redacted From the Public Record Version But Incorporated By Reference]
NON-PUBLIC

APPENDIX IV

REMBRANDT KEY EMPLOYEES

[Redacted From the Public Record Version But Incorporated By Reference]
NON-PUBLIC

APPENDIX V

RELATED TO THE DEFINITION OF

REMBRANDT IP PROTECTED PRODUCTS

[Redacted From the Public Record Version But Incorporated By Reference] 

56