ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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ASCENDIA BRANDS, INC. | COTY CANADA INC. | COTY INC. | COTY US LLC | ASCENDIA BRANDS CO., INC.

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Title: ASSET PURCHASE AGREEMENT
Governing Law: New York Date: 1/19/2007
Industry: Security Systems and Services Sector: Services

ASSET PURCHASE AGREEMENT, Parties: ascendia brands inc. , coty canada inc. , coty inc. , coty us llc , ascendia brands co. inc.

Exhibit 2.1

COTY B.V.

COTY CANADA INC.

COTY S.A.S.

COTY INC.

COTY US LLC

- AND -

ASCENDIA BRANDS CO., INC.

ASCENDIA BRANDS, INC.

LANDER INTANGIBLES CORPORATION

_____________________________________

ASSET PURCHASE AGREEMENT

_____________________________________

January 17, 2007

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Definitions

ARTICLE II PURCHASE AND SALE OF ASSETS

Section 2.1

Sale and Purchase of the Brand Assets

Section 2.2

Brand Assets

Section 2.3

Excluded Assets

Section 2.4

Retained Liabilities

Section 2.5

Returns

ARTICLE III PURCHASE PRICE

Section 3.1

Purchase Price

Section 3.2

Payment

Section 3.3

Inventory Adjustment.

Section 3.4

Adjustments for Discrepancies in Reserves.

Section 3.5

Additional Purchase Price.

Section 3.6

Tax Allocations

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 4.1

Corporate Existence and Power

Section 4.2

Corporate Authorization

Section 4.3

Governmental Authorization

Section 4.4

Non–Contravention

Section 4.5

Brand Financial Statements

Section 4.6

Absence of Certain Changes

Section 4.7

Litigation

Section 4.8

Taxes

Section 4.9

Brand Inventory

Section 4.10

Title to Properties; Leases

Section 4.11

Compliance with Laws; Government Approvals.

Section 4.12

Brand Intellectual Property

Section 4.13

Environmental Matters.

Section 4.14

Contracts

Section 4.15

Product Liability Claims

Section 4.16

Suppliers and Customers

Section 4.17

Customer Accommodations

Section 4.18

Operation of the Brands

Section 4.19

Insurance

Section 4.20

Finders and Investment Bankers

Section 4.21

Accuracy of Statements

Section 4.22

Sufficiency of Assets

Section 4.23

Adequacy of Reserves

Section 4.24

Value of the Brand Inventory and Raw Materials

Section 4.25

Investment Representation.

Section 4.26

No Other Representations

Section 4.27

Seller Reliance

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Section 5.1

Corporate Existence and Power

Section 5.2

Corporate Authorization

Section 5.3

Governmental Authorization

Section 5.4

Non–Contravention

Section 5.5

Financing

Section 5.6

Financial Condition

Section 5.7

Absence of Certain Changes

Section 5.8

Litigation

Section 5.9

Taxes

Section 5.10

Title to Properties; Leases

Section 5.11

Compliance with Laws; Government Approvals.

Section 5.12

Solvency

Section 5.13

Environmental Matters.

Section 5.14

Insurance

Section 5.15

Accuracy of Statements

Section 5.16

Securities and Exchange Commission Filings

Section 5.17

Finders and Investment Bankers

Section 5.18

Capitalization.

Section 5.19

No Other Representations

Section 5.20

Purchaser Reliance

ARTICLE VI COVENANTS

Section 6.1

Confidentiality

Section 6.2

Publicity

Section 6.3

Further Assurances; Filings; Commercially Reasonable Best Efforts; Nonassignable Assets; Retained Accounts Receivable.

Section 6.4

Books and Records

Section 6.5

Sales, Use and Transfer Taxes and Fees

Section 6.6

Actions With Respect to the Brands and the Brand Assets Prior to the Closing Date

Section 6.7

Assignment Agreements

Section 6.8

Transition Services Agreement

Section 6.9

Manufacturing Agreement

Section 6.10

Indemnification.

Section 6.11

Indemnification Procedures.

Section 6.12

Prorations

Section 6.13

Covenant Not to Compete

Section 6.14

Insurance Proceeds

Section 6.15

Employees

Section 6.16

Insurance

Section 6.17

Asset Acquisition

Section 6.18

Reimbursement

Section 6.19

Non-Use of Certain Domain Names

ARTICLE VII CLOSING

Section 7.1

Closing Date and Place

Section 7.2

Purchasers’ Conditions to Closing

Section 7.3

Sellers’ Conditions to Closing

Section 7.4

The Sellers’ Closing Obligations

Section 7.5

The Purchasers’ Closing Obligations

Section 7.6

Termination

Section 7.7

Effect of Termination

ARTICLE VIII MISCELLANEOUS

Section 8.1

Trademarks and Patents.

Section 8.2

GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

Section 8.3

Resolution of Disputes

Section 8.4

Entire Agreement; Construction.

Section 8.5

Interpretation

Section 8.6

Waiver

Section 8.7

Survival

Section 8.8

Counterparts; Telecopier

Section 8.9

Expenses

Section 8.10

Notices

Section 8.11

Remedies; Specific Performance

Section 8.12

Guaranty of the Purchaser Guarantor

Section 8.13

Reliance

iii

Schedules

Schedule 1.1

Knowledge

Schedule 2.2(c)

Brand Permits

Schedule 2.2(i)

Brand Tangible Property

Schedule 2.3(k)

Excluded Intellectual Property

Schedule 4.3

Governmental Authorizations

Schedule 4.5

Brand Financial Statements

Schedule 4.11(c)

Scientific Data Files

Schedule 4.12

Brand Intellectual Property

Schedule 4.13

Environmental Disclosure

Schedule 4.14

Brand Contracts

Schedule 4.16

Customers

Schedule 4.17

Customer Accommodations

Schedule 4.19

Insurance Policies

Schedule 4.20

Finders and Investment Bankers

Schedule 5.4

Non-Contravention

Schedule 5.8

Litigation Disclosure

Schedule 5.10

Purchaser Permitted Liens

Schedule 5.11

Compliance with Laws

Schedule 5.13

Environmental Disclosure

Schedule 5.14

Insurance Policies

Schedule 5.16

Securities and Exchange Commission Filings

Schedule 5.17

Finders and Investment Bankers

Schedule 6.6

Actions with Respect to the Brands and Brand Assets

Exhibits

Exhibit A

Form of Assignment and Assumption Agreement

Exhibit B

Form of Transition Services Agreement

Exhibit C

Form of Manufacturing Agreement

Exhibit D

Form of Trademark Assignment

Exhibit E

Form of Patent Assignment

Exhibit F

Form of Assignment of Calgon License

Exhibit G

Form of Patent and Technology License

Exhibit H

Product & Customer Data Template

Exhibit I

Form of Registration Rights Agreement

Exhibit J

Form of Lock-Up Agreement

Exhibit K

Form of Note

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “ Agreement ”) is made as of this 17th day of January, 2007 by and among COTY B.V., a Dutch besloten vennootschap with offices at Oudeweg 147, 2031 CC Haarlem, The Netherlands (hereinafter “ Coty BV ”); COTY CANADA INC., a Canadian corporation with offices at 1255 Trans-Canada Highway, Suite 200, Dorval HP9 2V4, Quebec, Canada (hereinafter “ Coty Canada ”); COTY S.A.S., a French société par actions simplifiée with offices at 14/16 Rue de Miromesnil, 75008 Paris, France (hereinafter “ Coty SA ”); COTY INC., a Delaware corporation with offices at 2 Park Avenue, New York, NY 10016 (hereinafter “ Coty ”); COTY US LLC, a Delaware limited liability company with offices at 2 Park Avenue, New York, NY 10016 (hereinafter “ Coty US ”, and together with Coty BV, Coty Canada, Coty SA and Coty, collectively the “ Sellers ” and individually a “ Seller ”); ASCENDIA BRANDS CO., INC. (hereinafter “ Ascendia ”), a New Jersey corporation with offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 06819; LANDER INTANGIBLES CORPORATION, a Delaware corporation with offices at 1011 Centre Road, Suite 202, Wilmington, DE 19805 (hereinafter “ Lander ” and together with Ascendia collectively the “ Purchasers ” and individually a “ Purchaser ”); and Ascendia Brands, Inc., a Delaware corporation with offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 06819 (hereinafter the “ Purchaser Guarantor ”).

RECITALS

WHEREAS the Sellers own or are the licensees of the Calgon ^® and the Healing Garden ^® brands in the United States, Canada and (in the case of the Healing Garden ) the additional jurisdictions specified in Schedule 4.12 to this Agreement (hereinafter the “ Brands ”);

WHEREAS Lander desires to acquire from the Sellers the trademarks, formulae and other intellectual property related to the Brands and Ascendia desires to acquire from the Sellers certain other brand-related assets, all as more fully described herein; and

WHEREAS the Sellers desire to sell the Brands and such brand-related assets to the Purchasers, all upon the terms and subject to the conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1

Definitions .

(a) As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Accountants ” has the meaning specified in Section 3.3(b).” Additional Purchase Price ” has the meaning specified in Section 3.5(a).

“ Affiliate ” means with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person.

“ Agreement ” means this agreement, including all Exhibits and Schedules hereto, as from time to time amended.

“ Asserted Liability ” has the meaning specified in Section 6.11(a).

“ Assignment and Assumption Agreement ” means an agreement, substantially in the form of Exhibit A , pursuant to which the rights and obligations of the Sellers under the Brand Contracts, other than Brand Contracts that constitute Nonassignable Assets, are assigned to, and assumed by, Purchasers.

“ Base Price ” has the meaning specified in Section 3.1.

“ Brand Assets ” has the meaning specified in Section 2.2.

“ Benckiser ” means, in the context of the Calgon License, Reckitt Benckiser N.V., its predecessors in interest, and its legal or permitted successors or assignees.

“ Brand Financial Statements ” means the unaudited statements of income of each of the Brands for the fiscal years ended June 30, 2004, 2005 and 2006 and the four months ended October 31, 2006, as set forth in Schedule 4.5 .

“ Brand Contracts ” has the meaning specified in Section 2.2(d).

“ Brand Intellectual Property ” has the meaning specified in Section 4.12(a).

“ Brand Inventory ” has the meaning specified in Section 2.2(b).

“ Brand Material Adverse Effect ” means any event, change, occurrence, circumstance or development which has had or, to the Knowledge of the Sellers, would have a material adverse effect on the condition (financial or otherwise) of the Brands or the Brand Assets, or the results of operations of the Brands, taken as a whole, or that materially adversely affects the ability of the Sellers to consummate the transactions contemplated by this Agreement and the other Transaction Documents or materially impairs or delays the Sellers’ ability to perform their obligations hereunder and thereunder; provided, however , that a Brand Material Adverse Effect shall not include any event, change, occurrence, circumstance or development resulting from: (a) any changes that generally affect the health and beauty care industry; (b) any changes in general economic, financial, political, market or regulatory conditions; (c) an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or other

national or international calamity, crisis or emergency, or any governmental or other response or reaction to any of the foregoing, in each case, whether occurring within or outside the United States; (d) any changes or effects, including any disruption of customer, supplier or other similar relationships, arising out of, or attributable to, the public announcement or pendency of this Agreement or the transactions contemplated by this Agreement; or (e) any changes arising out of, or attributable to, a breach of this Agreement by any Purchaser.

“ Brand Permits ” has the meaning specified in Section 2.2(c).

“ Brand Product ” means any product (determined on an SKU basis) sold under any of the trademarks set forth in Schedule 4.12 , including Obsolete Inventory, but not including any raw materials, packaging or work-in-progress.

“ Brand Tangible Property ” has the meaning specified in Section 2.2(i).

“ Brands ” has the meaning specified in the recitals to the Agreement.

“ Business Day ” means any day other than a day upon which banks in the City of New York, NY are permitted or required to close.

“Calgon Corporation” means the licensor to Benckiser of the right to sublicense the Calgon License.

“ Calgon License ” means, collectively, (a) the License Agreement for “Calgon” Trademarks dated April 29, 1977 concerning the United States between Merck & Co., Inc., as licensor, and Beecham, Inc., as licensee, (b) the License Agreement for “Calgon” and “Calgonite” Trademarks dated April 29, 1977 concerning Canada between a predecessor to Calgon Corporation, as licensor, and Beecham, Inc., as licensee, (c) the Trademark License Agreement effective as of July 1, 1997 between Benckiser, as sublicensor, and Coty, as sublicensee, each as assigned and/or amended to the date hereof pursuant to which Coty acquired certain rights to the Calgon name and mark in the United States and Canada, and (d) the Amendment to License Agreement for “Calgon” Trademarks between Calgon Corporation and Coty US dated as of December 22, 1997.

“ Cash Amount ” has the meaning specified in Section 3.5(a).

“ Claimant ” has the meaning specified in Section 8.3(b).

“ Claims Notice ” has the meaning specified in Section 6.11(a).

“ Closing ” has the meaning specified in Section 7.1.

“ Closing Date ” has the meaning specified in Section 7.1.

“ Closing Inventory Value ” has the meaning specified in Section 3.3(a).

“ Closing Payment ” has the meaning specified in Section 3.2(b).

“ Code ” means the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

“ Commitment Fee ” has the meaning specified in Section 3.2(a).

“ Competing Product Line ” has the meaning specified in Section 6.13.

“ Confidential Material ” has the meaning specified in Section 6.1(a).

“ Consent and Amendment Agreement ” means the Consent and Amendment Agreement (i) to be entered into among Calgon Corporation, Benckiser, Coty US, Coty, Coty Canada, the Purchasers and the Purchaser Guarantor and all other parties in the chain of succession of licensors and sublicensors under the Calgon License (or their successors-in-interest to the extent documentation of such succession is provided to Purchasers) and (ii) otherwise to be in form and substance reasonably satisfactory to the Purchasers and the Purchaser Guarantor.

“ Contract ” means any oral or written license agreement, lease, franchise, contract, agreement, commitment or other binding arrangement (including any amendments, modifications, extensions or replacements thereof) used in and related primarily to the Brands, which, for the avoidance of doubt, excludes all Contracts related to software.

“ Deduction ” has the meaning specified in Section 6.18.

“ Disclosure Schedule ” means, as applicable, (a) a written document prepared by the Sellers and delivered to the Purchasers on the date of this Agreement containing certain information about the Sellers, the Brands and the Brand Assets, or (b) a written document prepared by the Purchasers and delivered to the Sellers on the date of this Agreement containing certain information about the Purchasers. References in this Agreement to individual “Schedules” shall mean references to individual sections of the applicable Disclosure Schedule.

“ Earn-Out Note ” has the meaning specified in Section 3.5(d).

“ Earn-Out Period ” has the meaning specified in Section 3.5(a).

“ Environmental Laws ” means, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq., the Resource Conservation and Recovery Act, 42. U.S.C. § 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq ., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., as any of the above statutes have been or may be amended from time to time, all rules and regulations

promulgated pursuant to any of the above statutes, and any other foreign, federal, state or local law, statute, ordinance, rule or regulation governing Environmental Matters, as the same have been or may be amended from time to time, and all applicable judicial and administrative decisions, orders, and decrees relating to Environmental Matters.

“ Environmental Matter ” means any matter arising out of, relating to, or resulting from pollution or protection of the environment.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” has the meaning specified in Section 2.3.

“ Excluded Intellectual Property ” has the meaning specified in Section 2.3(k).

“ Excluded Inventory ” has the meaning specified in Section 2.3(j).

“ Expiration Date ” has the meaning specified in Section 8.7.

“Final Calculation” has the meaning specified in Section 3.5(b).

“ Financing Documents ” means the definitive documentation pursuant to which the Purchaser Guarantor obtains the financing required to make the Closing Payment.

“ Foreign Inventory ” has the meaning specified in Section 2.3(j).

“ Formulations ” means the current written formulations used by the applicable Sellers in manufacturing products under the Brands and the prior formulations in the records of the Sellers (to the extent available) for each Brand.

“ GAAP ” means the generally accepted accounting principles in the United States as defined by controlling pronouncements of the Financial Accounting Standards Board, as from time to time supplemented and amended.

“ Governmental Authority ” means any domestic, foreign, international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity.

“ Healing Garden Revenues ” has the meaning specified in Section 3.5(a).

“ Indemnifying Party ” has the meaning specified in Section 6.11(a).

“ Indemnified Parties ” has the meaning specified in Section 6.10(b).

“ Indemnity Cap ” has the meaning specified in Section 6.10(d).

“ Indemnity Threshold ” has the meaning specified in Section 6.10(d).

“ Inventory Reserve ” means and includes any and all reserves maintained by Sellers as of the Closing Date for Obsolete Inventory.

“ Inventory Value ” means the aggregate book value of all Brand Inventory recorded on Sellers’ books as of the Closing Date, but not including any Raw Materials, reduced (to the extent not already reflected in the book value) by the aggregate amounts of the Returns Reserve and the Inventory Reserve.

“ Knowledge ” means (i) with respect to the Sellers, the actual knowledge of the employees of the Sellers listed on Schedule 1.1 following reasonable inquiry in the context of such employees’ day-to-day responsibilities and not specifically for the purpose hereof and (ii) with respect to the Purchasers, the actual knowledge of the employees of the Purchasers and Purchaser Guarantor listed on Schedule 1.1 following reasonable inquiry in the context of such employees’ day-to-day responsibilities and not specifically for the purpose hereof.

“ Lien ” and “ Liens ” means any lien, claim, encumbrance, preference, right or security interest.

“ Lock Up Agreement ” has the meaning specified in Section 3.2(d).

“ Losses ” mean any claims, actions, proceedings, losses, liabilities, damages, costs and expenses including, without limitation, reasonable fees and expenses of counsel incurred by the applicable Indemnified Party in any claim, action or proceeding.

“ Manufacturing Agreement ” means the contract manufacturing agreement substantially in the form of Exhibit C , pursuant to which Coty US will manufacture Brand Products for the Purchasers following Closing.

“ Nonassignable Assets ” has the meaning specified in Section 6.3(c).

“ Note ” has the meaning specified in Section 3.2(e).

“ Obsolete Inventory ” means any and all items of Brand Inventory classified by Sellers as of the Closing Date as slow-moving, obsolete or unsaleable, for which a balance sheet reserve or allowance has been taken or made.

“ Obsolete Inventory Value ” means the aggregate book value of any Obsolete Inventory as of the Closing Date, reduced to the extent applicable by the Inventory Reserve.

“ Order ” means any order, judgment, injunction, award, decree or writ handed down or imposed by any Governmental Authority.

“ Parent Guaranty ” has the meaning specified in Section 8.12.

“ Patent and Technology License ” has the meaning specified in Section 7.4(g).

“ Patent Assignment ” means a patent assignment by the Sellers, in favor of Lander, substantially in the form of Exhibit E , for each country in which patents or pending patent applications that are Brand Intellectual Property are owned by any of the Sellers, listing each such patent and patent application owned by such Seller with a description of each such patent or patent application by subject matter and the patent or patent application number.

“ Person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) to such entity.

“ Processing Instructions ” means the current written processing instructions used by the applicable Seller in manufacturing Brand Products and the prior written processing instructions in the records of the Sellers (to the extent available) for each Brand Product, as set forth in Schedule 4.11(c) .

“ Product and Customer Data ” means the information specified in Exhibit H .

“Purchase Orders” has the meaning specified in Section 2.2(e).

“ Purchase Price ” has the meaning specified in Section 3.1.

“ Purchaser ” and “ Purchasers ” have the meanings specified in the Preamble to the Agreement.

“ Purchaser Financial Statements ” means the audited consolidated financial statements of the Purchaser Guarantor for the fiscal year ended February 28, 2006 and the unaudited consolidated financial statements of the Purchaser Guarantor for the fiscal quarters ended May 27, 2006 and August 26, 2006.

“ Purchaser Guarantor ” has the meaning specified in the Preamble to the Agreement.

“ Purchaser Indemnified Parties ” has the meaning specified in Section 6.10(a).

“ Purchaser Material Adverse Effect ” means any event, change, occurrence, circumstance or development which has had or, to the Knowledge of the Purchasers, would have a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of the Purchasers and their Subsidiaries, taken as a whole, or that materially adversely affects the ability of the Purchasers to consummate the transactions contemplated by this Agreement and the other Transaction Documents or materially impairs or delays the Purchasers’ ability to perform their obligations hereunder and thereunder; provided, however, that a Purchaser Material Adverse Effect shall not include any event, change, occurrence, circumstance or development resulting from: (a) any changes that generally affect the industries in which the Purchasers operate; (b) any changes in general economic, financial, political, market or

regulatory conditions; (c) an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response or reaction to any of the foregoing, in each case, whether occurring within or outside the United States; (d) any changes or effects, including any disruption of customer, supplier or other similar relationships arising out of, or attributable to, the public announcement or pendency of this Agreement or the transactions contemplated by this Agreement; or (e) any changes arising out of, or attributable to, a breach of this Agreement by the Sellers.

“ Purchaser Obligations ” has the meaning specified in Section 8.12.

“ Purchaser Permitted Liens ” means and includes (i) Liens for Taxes not yet due and payable or being contested in good faith; (ii) Liens imposed by law arising in the ordinary course of business such as materialmen’s, mechanics’, warehousemen’s and other like Liens; (iii) Liens under worker’s compensation, unemployment insurance, social security or similar legislation; (iv) cash security securing letters of credit; (v) purchase money Liens; (vi) Liens with respect to real estate, easements, rights of way, restrictions, encroachments and other minor defects or irregularities in title, in each case which do not interfere in any material respect with the ordinary conduct of the business of the Purchasers; (vii) Liens solely on any cash earnest money deposits made by the Purchaser in connection with any letter of intent or purchase agreement for an acquisition; (ix) purported Liens evidenced by the filing of precautionary UCC financing statements relating to operating leases of personal property entered into in the ordinary course of business; (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (xi) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (xii) licenses of patents, trademarks and other intellectual property rights granted by the Purchasers in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Purchasers; (xiii) Liens that are replacements of Liens permitted under the other clauses of this definition “Permitted Liens” to the extent that the original debt is extended, renewed, refinanced or replaced and so long as the replacement Liens only encumber those assets that secured the extended, renewed, refinanced or replaced debt; (xiv) Liens securing capital lease obligations and (xv) Liens as set forth on Schedule 5.10.

“ Raw Materials ” has the meaning specified in Section 2.3(j).

“ Raw Materials Inventory Value ” has the meaning specified in Section 2.3(j).

“ Raw Materials Inventory Value Certification ” shall mean a statement, to be certified by an officer of Coty and delivered to Purchasers at Closing, setting forth the amount of the Raw Materials Inventory Value as of the Closing Date.

“ Records Holder ” has the meaning specified in Section 6.4.

“ Registration Rights Agreement ” has the meaning specified in Section 3.2(d).

“ Representatives ” has the meaning specified in Section 6.1(d).

“ Requesting Party ” has the meaning specified in Section 6.4.

“ Requirement of Law ” means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege, qualification, license, franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“ Respondent ” has the meaning specified in Section 8.3(b).

“ Reserve Certification ” shall mean a statement, to be certified by an officer of Coty and delivered to Purchasers at Closing, setting forth the amount of the Returns Reserve and the Inventory Reserve as of the Closing Date.

“ Restricted Parties ” has the meaning specified in Section 6.13.

“ Restricted Period ” has the meaning specified in Section 6.13.

“ Restrictions ” has the meaning specified in Section 6.13.

“ Retained Accounts Receivable ” has the meaning specified in Section 2.3(b).

“ Retained Liabilities ” has the meaning specified in Section 2.4.

“ Retention Claim ” has the meaning specified in Section 6.10(a).

“ Returns Amount ” has the meaning specified in Section 3.4(a).

“ Returns Reserve ” means and includes any and all reserves maintained by Sellers in respect of estimated returned Brand Products shipped prior to the Closing Date, but not including any allowances provided or taken as an offset, discount or deduction against purchase price by customers.

“ Rule 11-01(d) ” has the meaning specified in Section 6.17.

“ Scientific Data Files ” means all files, data and information in the Sellers’ possession, in all media, relating to consumer testing, clinical trials and the like (whether or not filed with or reviewed by the Federal Food and Drug Administration, the Federal Trade Commission or any other Governmental Authority) that are or have been used or relied on by the Sellers to support or justify any advertising and label claims with respect to the safety, efficacy or other characteristics of any Brand Products sold by Sellers within the twelve (12) month period prior to Closing.

“ SEC Reports ” has the meaning specified in Section 5.16.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller Indemnified Parties ” has the meaning specified in Section 6.10(b).

“ Seller Permitted Liens ” mean and includes (i) Liens for Taxes not yet due and payable or being contested in good faith, or (ii) Liens to be released as of the Closing Date.

“ SKU ” means stock keeping unit.

“ Solvent ” means, as to any Person at any date of determination, that (a) the fair saleable value of its assets (measured on a going concern basis) is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32)(A) of the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended and in effect from time to time and the regulations issued from time to time thereunder and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act, (b) the present fair saleable value of its assets is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) it is able to realize upon its assets and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (e) it is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute unreasonably small capital and, in addition, with respect to any Person organized or formed in a jurisdiction other than the United States, “Solvent” shall have such meaning provided for in the bankruptcy or similar law in the jurisdiction of such Person’s organization or formation. The amount of disputed, contingent and unliquidated liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specifications ” means the current written raw materials, manufacturing, packaging, labeling and quality assurance specifications used by the applicable Seller in producing products under the Brands and the prior raw materials, manufacturing, packaging, labeling and quality assurance specifications in the records of the Sellers (to the extent available) for each Brand, as set forth in Schedule 4.11(c) .

“ Subsidiary ” means, as of the relevant date of determination, with respect to any Person, each Person as to which such Person directly or indirectly owns beneficially or of record or has the power to vote or control, fifty percent (50%) or more of the voting securities of such entity or of any class of equity interests of such Person the holders of which are ordinarily entitled to vote for the election of the members of the board of directors or other persons performing similar functions.

“ Taxes ” means and includes all federal, state, local and foreign income, property, sales, excise and other taxes, customs duties, tariffs or governmental charges of any nature whatsoever.

“ Tax Returns ” means all returns and reports required to be supplied to a tax authority relating to Taxes.

“ Termination Date ” has the meaning specified in Section 7.1.

“ Territory ” means the United States, Canada, Puerto Rico and each other country where the applicable Brands have been marketed during any of the three (3) years ended on the Closing Date.

“ Trade Secrets ” means the Formulations, the Processing Instructions, the Specifications and any research records, processes, procedures, manufacturing formulae, recipes, databases, technical know-how, confidential business information, designs, plans, inventions (whether patentable and whether reduced to practice), invention disclosures and trade secrets related to each Brand.

“ Transaction Documents ” means, collectively, this Agreement, the Note, the Earn-Out Notes (if any), the Transition Services Agreement, the Manufacturing Agreement, the Assignment and Assumption Agreements and each bill of sale and assignment and transfer document delivered pursuant to this Agreement.

“ Transition Services Agreement ” has the meaning specified in Section 6.8.

“ UPC Codes ” means the universal product codes used to identify the Brand Products prior to the Closing Date, to the extent such codes include the Sellers’ proprietary manufacturer’s codes.

“ U.S. Gross Revenues ” has the meaning specified in Section 3.5(e).

“ Written-Off Inventory ” has the meaning specified in Section 2.3(j).

ARTICLE II

PURCHASE AND SALE OF ASSETS

Section 2.1 Sale and Purchase of the Brand Assets . Upon the terms and subject to the conditions set forth in this Agreement, at Closing: (i) the Sellers shall convey, assign, deliver and transfer to Lander all of the Sellers’ right, title and interest in and to the Brand Intellectual Property; and (ii) the Sellers shall convey, assign, deliver and transfer to Ascendia, all of the Sellers’ right, interest and title in and to the Brand Assets other than the Brand Intellectual Property, in each case free and clear of all Liens.

Section 2.2 Brand Assets . The term “ Brands Assets “ means and includes the following:

(a) Intellectual Property . All of the Sellers’ right, title and interest in and to the Brand Intellectual Property, as listed on Schedule 4.12, and all goodwill relating thereto;

(b) Inventory . All inventory of Brand Products as of the Closing Date, including Obsolete Inventory, but not including the Excluded Inventory (collectively, the “ Brand Inventory ”).

(c) Permits . All governmental permits, licenses and authorizations held by the Sellers used primarily in connection with or relating primarily to the Brands, as listed on Schedule 2.2(c) , to the extent the same may be assigned or transferred to the Purchasers (collectively, the “ Brand Permits ”);

(d) Contracts . All of the Sellers’ rights and obligations post the Closing Date (to the extent the same are permitted to be transferred or assigned to the Purchasers) under, and the benefits of, the Brand Contracts, as listed in Schedule 4.14 (collectively, the “ Brand Contracts ”);

(e) Orders . All of the Sellers’ rights and obligations post the Closing Date (to the extent the same are assignable or transferable to the Purchasers) under all purchase orders and commitments for the purchase of Brand Products that have not been shipped as of the Closing Date (collectively, the “ Purchase Orders ”);

(f) Promotional Materials . All product-specific literature, advertising materials, creative materials, studies, reports, surveys and promotional materials that are primarily used in the marketing and sale of, or relate primarily to, the Brands or the Brand Products or the Scientific Data Files;

(g) Customer Lists . A list or lists of all customers who purchased Brand Products from the Sellers during the two year period ended September 30, 2006 (including customers with open purchase orders);

(h) Books and Records . All books, files and records of the Sellers (including all computer diskettes, CD-ROMs, tapes and other media-storing devices) primarily relating to the Brands, including without limitation the Product and Customer Data; provided, however , that to the extent any of such books, files or records also relate to any assets of the Sellers other than Brand Assets, the Sellers may deliver to Ascendia at Closing appropriately redacted copies (but not originals) of such books, files and records; and

(i) Personal Property . All molds, dies, tools, plates and other tangible property used exclusively in connection with the Brands, wherever located, as listed on Schedule 2.2(i) (collectively, the “ Brand Tangible Property ”), provided that , except in the case

of the items of Brand Tangible Property identified with an asterisk on Schedule 2.2(i) , Ascendia shall take delivery of such items upon termination of the Manufacturing Agreement (notwithstanding that legal title to such items shall pass to Ascendia at Closing); and

(j) Accounts Receivable . Any accounts receivable or other rights to payments representing amounts due in respect of Brand Products shipped to any customer after the Closing Date, and the benefit of all security for such accounts, rights to payment of notes, and any claim, remedy or other right related to any of the foregoing.

Section 2.3 Excluded Assets . Notwithstanding any other provision of this Agreement, the Brand Assets do not include any of the following, whether or not used in, or relating to, the Brands (collectively the “ Excluded Assets ”):

(a)

Cash and Cash Equivalents . Any cash or cash equivalents;

(b) Accounts Receivable . Any accounts receivable or other rights to payment, including, without limitation, trade accounts receivable representing amounts due in respect of Brand Products shipped to any customer on or before the close of business on the day preceding the Closing Date, and all other accounts or notes receivable of any Seller, and the benefit of all security for such accounts, rights to payment or notes, and any claim, remedy or other right related to any of the foregoing (collectively, the “ Retained Accounts Receivable ”);

(c) Real Property . The land and leaseholds, and other estates in the real property currently used in connection with the Brands and all appurtenances thereto and all easements, privileges, rights-of-way and other rights pertaining to or accruing to the benefit of such real property and buildings, warehouses, and fixtures and improvements thereon;

(d) Machinery and Equipment . All machinery and equipment of the Sellers, including without limitation the machinery and equipment used in manufacturing the Brand Products, other than the Brand Tangible Property;

(e) Corporate Records . (i) All corporate seals, corporate minute books, stock ledgers and other corporate books and records of the Sellers, (ii) all books and records of the Sellers relating to Taxes imposed with respect to the Brands and the Brand Assets, and (iii) all original books and records that would otherwise constitute Brand Assets but for the fact that a Seller is required to retain such original books and records pursuant to any Requirements of Law (in which case copies of such books and records shall be included in the Brand Assets);

(f) Supplier Payments . All settlement payments received or expected by the Sellers for claims by the Sellers against any of their suppliers to the extent arising prior to the Closing Date and rebate payments arising under rebate programs with suppliers to the extent earned prior to the Closing Date;

(g) Retained Liabilities; Claims Against Third Parties . Any property, right or asset relating to a Retained Liability, including, without limitation, rights against third parties;

(h) Insurance . All of the Sellers’ insurance plans and policies and all rights and claims thereunder;

(i) Excluded Documents . All books, records, files and documents (including computer diskettes, CD-ROMs, tapes and other media storing devices) relating to an Excluded Asset or a Retained Liability; provided, however, that to the extent any of such books, records, files and documents are also material to the Brand Assets, the Sellers shall deliver to Ascendia at Closing appropriately redacted copies (but not originals) of such books, records, files and documents.

(j) Excluded Inventory . (A) All inventory of Brand Products located outside the United States and Canada as of the Closing Date (“ Foreign Inventory ”), which Foreign Inventory may be disposed of outside the United States and Canada within the Sellers’ sole discretion, for their own account and at their sole expense, (B) all Obsolete Inventory that has been designated for destruction by the Sellers as of the Closing Date or against which a reserve of 100 percent has been recorded (“ Written-Off Inventory ”), and (C) all inventory of raw materials, components, packaging and work in progress of or relating to the Brands and the Brand Products (“ Raw Materials ”, and together with Foreign Inventory and Written-Off Inventory, collectively, the “ Excluded Inventory ”), provided that the value of the Raw Materials as of the Closing Date (the “ Raw Materials Inventory Value ”) shall be applied as a credit against the amounts due by the Purchasers pursuant to the Manufacturing Agreement;

(k) Excluded Intellectual Property . Subject to Section 8.1(b), the intellectual property listed on Schedule 2.3(k) (the “ Excluded Intellectual Property ”); and

(l) UPC Codes . Subject to Section 8.1(b), the UPC Codes.

Section 2.4 Retained Liabilities . Subject to Section 2.5, and except for obligations under the Brand Contracts, Brand Permits and Purchase Orders that arise after the Closing (other than post-Closing obligations that result from or relate to any breach, default, act or omission by the Sellers on or prior to the Closing which shall remain Retained Liabilities), the Sellers shall retain, and pay and perform when due, and shall jointly and severally indemnify and hold harmless the Purchasers from and against, and the Purchasers shall in no event assume, nor shall they be liable for, any obligations or liabilities of any Seller (such obligations and liabilities, the “ Retained Liabilities ”). For avoidance of doubt, the Retained Liabilities shall include, without limitation, the following:

(a)

any indebtedness of any Seller;

(b) any liability or obligation for Taxes of any Seller, including with respect to the Brand Assets, for any period, or any portion of any period, ending prior to the Closing Date;

(d) any liability or obligation of any Seller (whether express or implied, fixed or contingent, known or unknown) existing or arising out of acts or omissions of the Sellers occurring prior to the Closing Date;

(e) any liabilities or obligations of any Seller existing or arising prior to Closing or arising out of or resulting from any event or occurrence occurring prior to Closing which results in a liability or obligation after the Closing, in each case, under Environmental Laws or for violation of any Requirement of Law;

(f) any liability or obligation of any Seller under any contractual arrangement with an Affiliate;

(g) any product liability claims relating to Brand Products bearing a manufacturing date code prior to the Closing Date or as provided in the Manufacturing Agreement bearing a manufacturing date code on or after the Closing Date;

(h) any liability or obligation for refunds, credits, allowances or other financial accommodations to customers attributable to Brand Products shipped prior to the Closing Date (other than relating to returns of the Brand Products shipped prior to the Closing Date);

(i) any liability or obligation relating to or arising from the alleged infringement of the intellectual property rights of a third party, including but not limited to Applied Interact, its subsidiaries or assigns and any third party responsible in any way for the administration or operation of online sweepstakes, arising from any Seller’s conduct or use of online sweepstakes with respect to any of the Brands, including the continuation of such sweepstakes by Purchasers following the Closing Date until their respective published termination dates; and

(j) any liability arising under or in respect of Brand Contracts as a result of any breach thereof, default thereunder or act or omission of Sellers that occurred prior to the Closing Date.

Section 2.5 Returns . Subject to Sections 2.4(g), 3.3 and 3.4, returns of any Brand Products on or after the Closing Date shall be deemed to be related to the operation of the Brands after the Closing Date, regardless of the date upon which such Brand Products were manufactured or sold.

ARTICLE III

PURCHASE PRICE

Section 3.1 Purchase Price . The purchase price of the Brand Assets shall be One Hundred and Twenty-Five Million Dollars ($125,000,000) (the “ Base Price ”) reduced by the amount of the Returns Reserve, increased or decreased as provided in Sections 3.3 and 3.4 (as so adjusted, the “ Purchase Price ”) and increased by the amount of any Additional Purchase Price payable pursuant to Section 3.5.

Section 3.2

Payment . The Purchase Price shall be paid as follows:

(a) Upon signing of this Agreement, the Purchasers shall pay to Coty for the account of the Sellers as their respective interests may appear, a commitment fee of Two Hundred Fifty Thousand Dollars ($250,000) (the “ Commitment Fee ”), provided that (i) in the event the Closing has not occurred by 11:59 PM EST on January 31, 2007, and (ii) the Sellers have as of such date satisfied all closing conditions to be satisfied by them (including without limitation the delivery of the Consent and Amendment Agreement signed by all necessary parties other than the Purchasers), then the Commitment Fee shall be increased in amount to One Million Dollars ($1,000,000) in the aggregate and the Purchasers shall pay the balance thereof to Coty for the account of the Purchasers in immediately available funds on or before February 1, 2007. The Commitment Fee shall be credited against the Closing Payment pursuant to Section 3.2(b) or, in the event the Closing has not occurred by the Termination Date, retained by Sellers or refunded to Purchasers as provided in Section 7.7.

(b) At Closing, the Purchasers shall pay Coty in immediately available US funds, for the account of the Sellers as their respective interests may appear, the sum of Ninety-Five Million Dollars ($95,000,000) (the “ Closing Payment ”). The Commitment Fee shall be credited to and applied against the Closing Payment and the net amount shall be paid by bank wire transfer, in immediately available funds, to such account as Coty shall, not less than two (2) Business Days prior to Closing, designate in writing to Ascendia.

(c) In the event Section 3.3(c) is applicable, either the Sellers or the Purchasers, as the case may be, shall pay to the other the amount determined in accordance with Section 3.

(d) On the thirtieth (30 ^th ) day following the Closing Date, (i) the Purchaser Guarantor shall issue to Coty a number of shares of the common stock, par value $0.001 per share of the Parent Guarantor (“ Ascendia Brands Common Stoc k”), determined by dividing Ten Million Dollars ($10,000,000) by the higher of (x) a factor equal to ninety five percent (95%) of the average closing price of Ascendia Brands Common Stock on the thirty (30) trading days immediately following the issuance date of the first public announcement of this Agreement and the transactions contemplated hereby and (y) $1.00; provided , however , that the minimum number of shares of Ascendia Brands Common Stock to be issued pursuant to this Section 3.2(d) shall be five million (5,000,000) and (ii) the Parent Guarantor and Coty

shall execute and deliver a registration rights agreement (the “ Registration Rights Agreement ”) and a lock-up agreement (the “ Lock-Up Agreement ”) with respect to such shares of Ascendia Brands Common Stock, such agreements to be substantially in the forms of Exhibit I and Exhibit J , respectively.

(e) $20,000,000 of the Purchase Price shall be evidenced by, and paid in accordance with the terms of, a promissory note, substantially in the form of Exhibit K (the “ Note ”).

Section 3.3

Inventory Adjustment .

(a) As soon as practicable after Closing, but in any event not later than thirty (30) days thereafter, the parties shall jointly conduct a physical count (or a cycle count if so agreed by the parties and acceptable to the Purchasers’ auditors) of the Brand Inventory. Based upon such physical count (or cycle count, as the case may be) and the Reserve Certification furnished by the Sellers at Closing pursuant to Section 7.4(m), the parties shall calculate the net book value of the Brand Inventory (the “ Closing Inventory Value ”). Each party shall make available to the other party upon request copies of the work papers used in its calculations.

(b) In the event of any difference in the parties’ calculations of the Closing Inventory Value, the parties shall attempt in good faith to reconcile such differences. If such differences remain unreconciled after ten (10) days, the parties shall submit a statement of all unresolved differences together with copies of their respective calculations and work papers, to PricewaterhouseCoopers LLP (the “ Accountants ”) for a binding and nonappealable determination of the Closing Inventory Value to be rendered within thirty (30) days after such submission. All fees of the Accountants incurred in this capacity shall be billed to and shared equally by the Sellers and the Purchasers.

(c) For purposes of determining the Purchase Price, if the Inventory Value differs by more than five percent (5%) from the Closing Inventory Value, the Base Price shall be (i) decreased, if the Inventory Value exceeds the Closing Inventory Value, by the full amount of such excess, or (ii) increased, if the Closing Inventory Value exceeds the Inventory Value, by the full amount of such excess. Any Base Price purchase price adjustment required under Section 3.3 shall be paid in cash to the appropriate recipient within ten (10) Business Days after the amount of the payment is determined. Such payment shall be accompanied by interest from the Closing Date calculated at 5 percent per annum.

Section 3.4

Adjustments for Discrepancies in Reserves .

(a) Promptly following the date that is six months after the Closing Date, the parties shall calculate the aggregate payments made by Purchasers with respect to Brand Products shipped prior to the Closing Date and returned to any Seller or Purchaser on or after the Closing Date, net of the aggregate proceeds of any sale, liquidation or other disposition of such returned Brand Products or the net book value of any Brand Products returned to

inventory, in each case, after such return, but not including any amounts borne by the Sellers for their own account (the “ Returns Amount ”). If the Returns Amount exceeds by more than fifteen percent (15%) the Returns Reserve certified in the Reserve Certification, Coty shall pay the amount in excess of such percentage to Ascendia. If the Returns Reserve certified in the Reserve Certification exceeds by more than fifteen percent (15%) the Returns Amount, Ascendia shall pay the amount in excess of such percentage to Coty. Any payment by either party hereunder shall not exceed One Million Dollars ($1,000,000).

(b) The parties shall seek in good faith to agree upon the calculations referred to in Section 3.4(a) within ten (10) Business Days of the date specified in Section 3.4(a). In the event the parties are unable to reach agreement on either or both calculations, the disputed calculation(s) shall be referred to the Accountants for resolution in accordance with the procedure set forth in Section 3.3(b) hereof.

(c) It is stipulated and agreed between the parties that any adjustment made pursuant to Section 3.4(a) shall be treated as a purchase price adjustment.

Section 3.5

Additional Purchase Price .

(a) In the event that, during the period commencing July 1, 2007 and ending June 30, 2009 (the “ Earn-Out Period ”), the aggregate U.S. Gross Revenues derived by Sellers from the sale of Brand Products marketed under the Healing Garden brand (the “ Healing Garden Revenues ”) exceed Fifty Million Dollars ($50,000,000), the Purchasers shall pay to Coty, for the account of the Sellers, as additional consideration for the purchase and sale of the Healing Garden brand and brand-related assets (i) a cash amount, equal to the lesser of (w) fifty percent (50%) of the amount by which Healing Garden Revenues exceed Fifty Million Dollars ($50,000,000) and (x) Ten Million Dollars ($10,000,000), plus the lesser of (y) twenty-five percent (25%) of the amount by which Healing Garden Revenues exceed Seventy Million Dollars ($70,000,000) and (z) Five Million Dollars ($5,000,000) (the “ Cash Amount ”), and (ii) an additional amount equal to the lesser of (x) twenty five percent (25%) of the amount by which Healing Garden Revenues exceed Fifty Million Dollars ($50,000,000) and (y) Five Million Dollars ($5,000,000), which shall be paid by increasing the principal amount of the Note then outstanding or, at Purchasers’ option, through the issuance of an additional promissory note on terms and conditions identical in all respects (except as to principal amount and issue date) to the Note (the “ In-Kind Amount ” and, together with the Cash Amount, the “ Additional Purchase Price ”).

(b) Not later than twenty (20) Business Days following the end of each quarter during the Earn-Out Period, commencing with the quarter ending September 30, 2007, Ascendia shall provide to Coty a calculation, certified by the Chief Financial Officer of Ascendia, setting forth, in reasonable detail, the Healing Garden Revenues for such quarter consistent with the methodology used to calculate the Additional Purchase Price. Not later than twenty (20) Business Days following the termination of the Earn-Out Period, Ascendia shall provide a calculation, certified by the Chief Financial Officer of Ascendia, setting forth, in reasonable detail, the Healing Garden Revenues during the Earn-Out Period, the Cash Amount,

if any, and the In-Kind Amount, if any (the “ Final Calculation ”). If Coty disputes any of the amounts so certified by the Chief Financial Officer of Ascendia pursuant to this Section 3.5(b) (notice of such dispute to be furnished in writing not more than five (5) Business Days after receipt by Coty of Ascendia’s calculation), the provisions set forth in Section 3.3(b) shall apply, mutatis mutandis . For purposes of determining the validity of Ascendia’s calculations, Ascendia shall make available to Coty and/or the Accountants copies of such sales orders, invoices, shipping documents and accounting records as Coty shall reasonably request. Any materials provided by Ascendia shall be treated by Sellers and their Representatives as Confidential Information of the Purchasers and Purchaser Guarantor for purposes of Section 6.1.

(c) Any Cash Amount due pursuant to this Section 3.5 shall be paid in immediately available funds not less than five (5) Business Days following the date of delivery of the Final Calculation, to such bank account as Coty, on behalf of the Sellers, shall have designated in writing, provided that if a dispute arises with respect to the amount of the Cash Amount due, the amounts not in dispute shall be paid within five (5) Business Days following the date of delivery of the Final Calculation and the balance, if any, paid within five (5) Business Days following resolution of such dispute; provided, however, that interest shall accrue on the Cash Amount at the rate provided in the Note or the Earn-Out Note from and including the date of the termination of the Earn-Out Period to and excluding the date paid.

(d) Any In-Kind Amount due pursuant to this Section 3.5 shall, at Purchasers’ option, either (i) be added to the principal balance of the Note then outstanding, in which event such In-Kind Amount shall be payable in accordance with the terms of the Note and shall be subject to the conditions thereof, and Ascendia shall execute and deliver such amendment or other document as may be necessary to give effect to such increase in principal amount, or (ii) Ascendia shall execute and deliver an additional promissory note, with a principal amount equal to the In-Kind Amount (an “ Earn-Out Note ”). An Earn-Out Note shall have terms and conditions identical in all respects (except as to principal amount and issuance date) to the Note. Any Note amendment or Earn-Out Note shall be delivered to Coty, for the account of the Sellers, not later than five (5) Business Days following the date of delivery of the Final Calculation or, in the event of any dispute, within five (5) Business Days of the settlement of such dispute, provided that in any event interest on the In-Kind Amount pursuant to the Note amendment or the Earn-Out Note shall accrue from and including the date of the termination of the Earn-Out Period.

(e) For purposes of this Section 3.5, the term “ U.S. Gross Revenues ” shall mean gross revenues, derived by Sellers from sales to customers located in the United States; provided, however, that (i) with respect to SKUs existing as of the Closing Date, gross revenues shall be determined based upon the documented prices in effect for each such customer immediately prior to the Closing Date (or if no customer-specific price was in effect, at the Seller’s standard list price), and regardless of the actual price at which such Products are sold following the Closing, and (ii) with respect to SKUs introduced following the Closing, gross revenues shall be determined in accordance with GAAP.

(f) Notwithstanding anything in this Agreement to the contrary, in the event that any Cash Amount or In-Kind Amount is due to Coty for the account of the Sellers, as between the Purchasers and Purchaser Guarantor, on the one hand, and the Sellers, on the other hand, the right of Coty to receive such payment shall be absolute and unconditional.

Section 3.6 Tax Allocations . The Purchase Price shall be allocated among the Brand Assets assigned, transferred and conveyed at Closing and (to the extent applicable) the covenants set forth in Section 6.13 in the manner to be determined by the Purchasers and approved by the Sellers (such approval not to be unreasonably withheld, conditioned or delayed). The Sellers and the Purchasers agree to use the allocations determined pursuant to this Section 3.6 for all tax purposes, including without limitation, those matters subject to Section 1060 of the Code, unless otherwise required pursuant to a change in law or final determination in appropriate proceedings.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers represents and warrants to the Purchasers that the following are and will be true and correct, unless a contrary date is specified, as of the date hereof and as of the Closing Date:

Section 4.1 Corporate Existence and Power . Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated in the Preamble to this Agreement, and has all requisite corporate power or limited liability company power, as the case may be, and authority to own, lease, and operate its properties, and to conduct its business substantially in the manner now conducted by such Seller, except where the failure to do so would not have, individually or in the aggregate, a Brand Material Adverse Effect. Each of the Sellers is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of the activities undertaken by it makes such qualification necessary, except where the failure to be so qualified would not have, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.2 Corporate Authorization . Each of the Sellers has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to be executed and delivered by the Sellers and the consummation by the Sellers of the transactions contemplated hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of the Sellers. This Agreement has been and the other Transaction Documents have been or will be, as applicable, duly executed and delivered by the Sellers and, assuming the due authorization, execution and delivery hereof by the Purchasers, constitute, or will constitute, as applicable, legal, valid and binding agreements of the Sellers.

Section 4.3 Governmental Authorization . The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation by the Sellers of the transactions contemplated hereby and thereby do not require any consent, approval, compliance, exemption, authorization or permit of or other action by, or filing with, any Governmental Authority, other than such requirements which have already been completed or as set forth in Schedule 4.3 , filings and approvals which are not required prior to the consummation of the transactions contemplated by this Agreement (all of which are listed on Schedule 4.3 and will be obtained in a timely manner following the Closing) or where the failure of any such consent, approval, compliance, exemption, authorization or permit to be obtained, action to be taken or filing to be made would not have, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.4 Non–Contravention . The execution, delivery and performance by the Sellers of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) contravene or conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws or equivalent organizational documents of any of the Sellers, or the equivalent organizational documents of any of their Subsidiaries, (b) assuming compliance with the matters referred to in Section 4.3, contravene or conflict with or result in a violation or breach of any provision of any Requirement of Law or Order binding upon or applicable to any of the Sellers, (c) assuming compliance with the representations, warranties and covenants of the Purchasers by the Purchasers, require any consent or other action by any Person, or (d) violate, conflict with or (with due notice or lapse of time or both) constitute a default under or give rise to a right of termination, cancellation, or acceleration of any material right or obligation or loss of any material benefit or material adverse modification of the effect (including an increase in the price paid by, or cost to, any of the Sellers) of, any provision of any Contract, agreement or other instrument to which any of the Sellers is a party or that is binding upon any of the Sellers, which in each case, is included in the Brand Assets, or any license, franchise, permit or other similar authorization held by any of the Sellers and included in the Brand Assets, or (e) result in the creation or imposition any Liens (other than Seller Permitted Liens) on any of the Brand Assets, or that would not have, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.5 Brand Financial Statements . The Brand Financial Statements attached as Schedule 4.5 are true and correct in all material respects and were prepared from the books and records of the Sellers in a manner consistent with the Sellers’ internal accounting practices. The Brand Financial Statements fairly present the product contribution of the Brands to the operating income of the Sellers for the dates and periods indicated. All financial information relating to sales, cost of goods sold, inventories and variable operating costs associated with the Brands contained in the Brand Financial Statements has been prepared in accordance with GAAP applied consistently with Sellers’ prior practices, and such information is true and correct in all material respects.

Section 4.6 Absence of Certain Changes . Since December 25, 2005, the Sellers have operated the Brands, in all material respects, in the ordinary course consistent with past practices, and there has not been, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.7 Litigation . There is no action, suit, counterclaim, investigation or proceeding (whether judicial, arbitral, administrative or other) pending or, to the Sellers’ Knowledge, threatened against the Brands that would, if adversely determined, have, individually or in the aggregate, a Brand Material Adverse Effect, nor is there any Order of any court or arbitrator or any Governmental Authority outstanding against or relating to the Brands that would have, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.8 Taxes . Except to the extent that failure to do so would not have a Brand Material Adverse Effect, each of the Sellers has timely filed all Tax Returns and reports relating solely to the Brands required to be filed by it, the due date for which (including any extensions with respect thereto) occurred prior to the Closing Date, and has paid all Taxes as shown to be owed on such returns and reports. There are no Liens for Taxes upon the Brand Assets, except for statutory Liens for current Taxes not yet due.

Section 4.9 Brand Inventory . The Brand Inventory (excluding Obsolete Inventory) is of a quality and quantity usable and salable in the ordinary course of business, meets applicable manufacturing specifications and labeling requirements and is free of defects in workmanship and materials. As of the Closing Date, the quantities of each SKU of Brand Inventory are reasonable in the present circumstances of the Brands in the ordinary course of the Sellers’ business.

Section 4.10 Title to Properties; Leases . Each of the Sellers has good and marketable title to, or in the case of leased property and assets, valid leasehold interests in, all of its tangible personal properties and assets used or held for use by the Brands and comprising part of the Brand Assets, and such properties and assets are free and clear of any Liens, except for Seller Permitted Liens.

Section 4.11

Compliance with Laws; Government Approvals .

(a) The Sellers are in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to the Brands or by which any of their respective properties, assets or operations of the Brands are bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Brand Material Adverse Effect. Since January 1, 2000, the Sellers, in the manufacture and sale of the Brands, have not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations that, individually or in the aggregate, would not have a Brand Material Adverse Effect.

(b) The Sellers hold all Orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of the Brands, including, without limitation, the Brand Permits. The Sellers are in compliance with the terms of such consents, permits, licenses, variances, exemptions, Orders and approvals, except where the failure so to comply would not have, individually or in the aggregate, a Brand Material Adverse Effect.

(c) The Sellers have delivered to the Purchasers copies of the Scientific Data Files listed on Schedule 4.11(c) . To the Knowledge of the Sellers, the information contained in the Scientific Data Files (i) is complete in all material respects and (ii) accurately represents the results of all consumer testing, clinical trials and the like performed by or on behalf of the Sellers with respect to the Brands since January 1, 2005.

Section 4.12 Brand Intellectual Property . (a) Schedule 4.12 is a true and complete list of the Brand Intellectual Property showing the Sellers’ right, title and interest in and to (i) all issued patents, patent applications (provisional or final and including any and all continuations-in-part), registered trademarks, trademark applications, domain names, registered copyrights and copyright applications relating primarily to the Brands, the Brand Products and/or any of the Brand Assets, (ii) all unregistered trade names, trademarks, fragrances created for the Sellers by third parties, and data (including docket data in hard copy and electronic form, to the extent reasonably available) used by the Sellers and the Sellers’ counsel to track ownership and maintenance of the Sellers’ trademarks and service marks for the Brands and other proprietary information primarily relating to the Brands, (iii) the Calgon License, (iv) all permits, grants and licenses or other rights running to or from the Sellers relating to any of the foregoing, and (v) all Brand-specific telephone numbers (collectively, with all unregistered copyrights, Trade Secrets and product formulae relating to the Brands, the “Brand Intellectual Property”).

(b) The Sellers own, or are licensed or otherwise possess the right to use, the Brand Intellectual Property and the Trade Secrets, technology, computer software programs or applications and all other intangible proprietary information or material required for the conduct of the Brands as currently conducted, except as would not individually or in the aggregate have a Brand Material Adverse Effect. The rights of the Sellers to the Brand Intellectual Property are free and clear of all Liens, except for Seller Permitted Liens, and (i) no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the Knowledge of any Seller, threatened in writing, which challenges the validity, legality, enforceability, use or ownership of the Brand Intellectual Property, and (ii) during the period of ownership or use by the Sellers of the Brand Intellectual Property, no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand has been instituted involving the Brand Intellectual Property, in each case of clauses (i) and (ii) above, that has had or is reasonably likely to have a Brand Material Adverse Effect.

(c) All trademarks listed in Schedule 4.12 as “active” for the United States, Canada, the Czech Republic and Italy have been in use on the goods identified in the application and/or registration and have been sold in the country in which the trademark has been applied for or is registered within the past three years and all said “active” trademarks are valid and subsisting on the register of the country of application or registration in the name of Sellers.

(d) The use of the Brand Intellectual Property by the Sellers does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any patent, trademark, service mark, computer program, copyright, Trade Secret or any other intellectual property right or proprietary right of any other Person (except as are not individually or in the aggregate reasonably likely to have a Brand Material Adverse Effect), and no Person is infringing upon the Brand Intellectual Property. None of the Sellers or their Affiliates has received written notice of any claim or allegation that any of the Sellers or their Affiliates, in their ownership or use of the Brands, is infringing upon any copyrights, patents, trademarks, service marks, trade names, computer programs, Trade Secrets or any other intellectual property rights or proprietary rights of any other Person, except that Coty has taken a nontransferable license from Applied Interact in response to a claim that Coty’s use of online sweepstakes, undertaken for purposes of promoting the Brands, infringed one or more patents owned by Applied Interact.

(e) Coty is the named sublicensee under the Calgon License that is to be assigned to Purchasers under this Agreement. Sellers are not in default and have not received a notice of default under the Calgon License and are unaware of any other license to the mark “Calgon” being given by Benckiser in the United States and/or Canada for health and beauty aids for domestic use, nor do the Sellers have knowledge of any plan or intention by Benckiser to offer any additional license to the mark “Calgon” in the United States and/or Canada. The Calgon License is assignable by Coty to Purchasers, and Sellers will deliver to Purchasers, at Closing (i) the Assignment of Calgon License substantially in the form of Exhibit G executed by all parties thereto; and (ii) the Consent and Amendment Agreement executed by the parties thereto.

Section 4.13

Environmental Matters .

(a)

Except as disclosed on Schedule 4.13 :

(i) The Sellers have complied with and are in compliance with all Environmental Laws applicable to the Brands, except for such instances of noncompliance that would not have, individually or in the aggregate, a Brand Material Adverse Effect;

(ii) The Sellers hold and have held all Brand Permits required pursuant to Environmental Laws in connection with the Brands and are and have been in compliance with such Brand Permits, except for the failure to hold such Brand Permits and such instances of noncompliance that would not have, individually or in the aggregate, a Brand Material Adverse Effect; and

(iii) There is no action, suit, claim, investigation or proceeding (whether judicial, arbitral, administrative or other) pending or, to the Seller’ Knowledge, threatened against the Brands pursuant to Environmental Laws that would have, individually or in the aggregate, a Brand Material Adverse Effect.

Section 4.14 Contracts . Schedule 4.14 contains a true and complete list of all material contracts, written or unwritten, pertaining primarily or exclusively to the Brands and including (to the extent relating to the Brands, and whether or not pertaining primarily or exclusively thereto) any and all sales agreements, returns policies and other terms of trade with respect to the five (5) largest customers (based on gross sales revenues) of each of the Brands for the year ended June 30, 2006 (collectively, the “ Brand Contracts ”), and identifies in each case whether any third party consent is required for the assignment to the Purchasers of Sellers’ rights under such Brand Contract. The Sellers have delivered to the Purchasers true and complete copies of all written Brand Contracts, and true and complete summaries of the terms of any unwritten Brand Contracts. Each Brand Contract specified in Schedule 4.14 is a valid and binding obligation of the Seller(s) named therein and is in full force and effect. To the Knowledge of the Sellers, the Sellers have performed all material obligations required to be performed by them under the Brand Contracts and are not (with or without the lapse of time or the giving of notice, or both) in breach or default of any payment obligation thereunder or in breach or default in any other material respect thereunder. To the Sellers’ Knowledge, no other party to any of the Brand Contracts is in material default thereunder. No Contract, other than the Brand Contracts, is material to the continued distribution and sale of the entire line of Brand Products as currently distributed and sold by Sellers.

Section 4.15 Product Liability Claims . Since January 1, 2000 there has been no payments for any product liability claims (a) to the Knowledge of the Sellers exceeding $5,000 per claim or (b) aggregating claims, on a per Brand basis, exceeding $100,000 per year, and there are no such product liability claims (whether or not covered by the Sellers’ insurance) pending, or to the Sellers’ Knowledge, threatened, relating to any Brand or Brand Products in excess of such amounts. There have been no product recalls arising out of sales of the Brand Products in the past three (3) years and, to the Knowledge of the Sellers, no product recall is threatened or reasonably likely to occur.

Section 4.16 Suppliers and Customers . Schedule 4.16 lists the twenty-five (25) largest customers (based on gross sales revenues) of each of the Brands for the two years ended June 30, 2005 and June 30, 2006. To the Sellers’ Knowledge, except as set forth on Schedule 4.16 : (i) no Person listed on Schedule 4.16 has cancelled or threatened in writing to cancel or otherwise terminate, or to the Sellers’ Knowledge, intends to cancel or otherwise terminate a material portion of its purchases of Brand Products, and (ii) no such Person has during the last twelve (12) months decreased materially or threatened in writing materially to decrease its purchases, or has informed in writing the Sellers or any of their respective agents or brokers of its intention to modify materially its relationship with respect to the Brands or its usage or purchase of Brand Products.

Section 4.17 Customer Accommodations . Except as listed on Schedule 4.14 or Schedule 4.17 , there are no material special programs with the ten (10) largest customers listed on Schedule 4.16 of the Brand Products (including without limitation off-invoice allowances, co-op advertising allowances, advertising commitments, coupons and account specific programs). All expenses for all material customer accommodations (including all items enumerated on Schedule 4.14 and Schedule 4.17 ) have been accounted for in the Brand Financial Statements in a manner consistent with the Sellers’ internal accounting practices.

Section 4.18 Operation of the Brands . Since June 30, 2005, the Sellers have not: (a) waived any material right under any Brand Contract; (b) materially changed any of their business policies or practices, including, without limitation, advertising, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies; (c) terminated, failed to renew or received, any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Brand Contract; (d) made any material capital expenditures (or series of related capital expenditures) with respect to the Brands outside the ordinary course of business; or (e) granted any license or sublicense of any rights under or with respect to any Brand Intellectual Property.

Section 4.19 Insurance . Each of the Sellers is covered by insurance in scope and amount customary and reasonable for the operation of the Brands. Schedule 4.19 lists all product liability and advertising liability coverage in effect for the Sellers. The Sellers have delivered to the Purchasers a true and complete certificate describing the coverage listed on Schedule 4.19 .

Section 4.20 Finders and Investment Bankers . Except as set forth on Schedule 4.20, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Sellers who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

Section 4.21 Accuracy of Statements . The representations and warranties of the Sellers contained in this Agreement, taken together and as modified by the Schedules, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 4.22 Sufficiency of Assets . The Brand Assets, taken as a whole, together with the machinery and equipment referred to in Section 2.3(d), constitute substantially all of the property and assets, real, personal and mixed, tangible and intangible, presently used by the Sellers with respect to the Brands and the Brand Assets, if taken together with the machinery and equipment referred to in Section 2.3(d), would be adequate to continue the entire line of products or brands with respect to “the healing garden” and “Calgon” brands as currently conducted by the Sellers.

Section 4.23 Adequacy of Reserves . The Returns Reserve included in the Reserve Certification is adequate and reasonable in the circumstances, and the amount thereof has been determined in good faith in accordance with the Sellers’ past accounting practices and historical and projected performance. The amounts certified in the Reserve Certification will, as of the Closing Date, reflect the good faith estimate of the Sellers with respect to the Returns Amount.

Section 4.24 Value of the Brand Inventory and Raw Materials . The value of the Brand Inventory and the Raw Materials, as of the Closing Date, will be consistent with historical levels for such time of year, taking into account prevailing market conditions.

Section 4.25

Investment Representation .

(a) In accordance with the provisions of the Lock-Up Agreement and the Registration Rights Agreement, Coty is acquiring the shares of Ascendia Brands Common Stock payable hereunder for investment for its own account and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof. In receiving such shares, it is not offering or selling, and will not offer and sell, for the Purchaser Guarantor in connection with any distribution of such shares, and it does not have any contract, undertaking, agreement or arrangement with any Person for the distribution of such shares and will not participate in any undertaking or in any underwriting of such an undertaking except in compliance with applicable law.

(b) Coty has been afforded access to information about the Purchaser Guarantor and the Purchaser Guarantor’s financial position, results of operations, business, property and management sufficient to enable it to evaluate an investment in the shares of Ascendia Brands Common Stock payable hereunder, and has had the opportunity to ask questions of and has received satisfactory answers from the Purchaser Guarantor concerning the foregoing matters.

(c) Coty acknowledges that the certificates representing the shares of Ascendia Brands Common Stock to be issued hereunder will bear a restrictive legend substantially similar to the following:

“The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any jurisdiction within the United States, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel reasonably satisfactory to Ascendia Brands, Inc. is obtained to the effect that such registration is not required. The Shares represented by this certificate are further subject to the terms of that certain Lock-Up Agreement dated as of January ___, 2007 between the certificate holder and Ascendia Brands, Inc., a copy of which may be obtained from Ascendia Brands, Inc.”

(d) Neither Coty nor its Affiliates (i) owns any shares of Ascendia Brands Common Stock, and (ii) other than the Ascendia Brands Common Stock issuable to Coty pursuant to Section 3.2(d) or upon conversion of the Note or the Earn-Out Note, if applicable, has any right or option to acquire any such shares.

Section 4.26 No Other Representations . Except as specifically set forth in this Article IV, the Sellers have not made, and the Purchasers agree they have not relied upon, any other representations or warranties, expressed or implied.

Section 4.27 Seller Reliance . The Sellers acknowledge that they and their representatives have been permitted reasonable access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Purchasers and the Purchaser Guarantor that they and their representatives have requested to see or review, and that they and their representatives have had a reasonable opportunity to meet with the officers and employees of the Purchasers and the Purchaser Guarantor to discuss the business and financial condition of the Purchasers and the Purchaser Guarantor. The Sellers acknowledge that, upon the Closing or on the thirtieth (30) day following the Closing Date, as the case may be, Coty shall acquire the Note and any Ascendia Brands Common Stock issued to Coty or issuable upon conversion of the Note or the Earn-Out Note, if applicable, without any representation or warranty, except as otherwise expressly represented or warranted or expressly agreed to in this Agreement; provided, however , that nothing in this Section 4.27 is intended to limit or modify the representations and warranties contained in Article V and the Sellers’ right to rely thereon. The Sellers acknowledge that, except for the representations and warranties contained in Article V and the Schedules referred to therein, none of the Purchasers, the Purchaser Guarantor or any other Person has made, and the Sellers have not relied on any other express or implied representation or warranty by or on behalf of the Purchasers, the Purchase Guarantor or any other Person and that none of the Purchasers, the Purchaser Guarantor or any other Person, directly or indirectly, has made, and the Sellers have not relied on, any representation or warranty regarding the pro forma financial information, financial projections, budgets, projections, estimates, and/or other forward-looking statements of the Purchasers or the Purchaser Guarantor, and the Sellers will make no claim with respect thereto.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF

THE PURCHASERS

Each of the Purchasers (it being agreed that, for the purposes of this Article V, the Purchaser Guarantor is deemed to be a Purchaser) represents and warrants to the Sellers that the following are and will be true and correct, unless a contrary date is specified, as of the date hereof and as of the Closing Date:

Section 5.1 Corporate Existence and Power . Each of the Purchasers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction specified in the Preamble to this Agreement, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business substantially as now conducted, except where the failure to do so would not have, individually or in the aggregate, a Purchaser Material Adverse Effect. Each of the Purchasers is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction wherein the character of the property owned or leased by it or the nature of the activities undertaken by it makes such qualification necessary, except where the failure to be so qualified would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.2 Corporate Authorization . Each of the Purchasers has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to be executed and delivered by the Purchasers party thereto and the consummation by the Purchasers of the transactions contemplated hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of the Purchasers. This Agreement has been and the other Transaction Documents have been, or will be, as applicable, duly executed and delivered by the Purchasers party thereto and, assuming the due authorization, execution and delivery hereof by the Sellers, constitute, or will constitute, as applicable, legal, valid and binding agreements of the Purchasers.

Section 5.3 Governmental Authorization . The execution, delivery and performance by each Purchaser of this Agreement and the other Transaction Documents to which such Purchaser is a party and the consummation by the Purchasers of the transactions contemplated hereby and thereby do not require any consent, approval, compliance, exemption, authorization or permit of or other action by, or filing with, any Governmental Authority, other than such requirements which have already been completed, filings and approvals which are not required prior to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which such Purchaser is a party and which will be timely obtained following the Closing or where the failure of any such consent, approval, compliance, exemption, authorization or permit to be obtained, action to be taken or filing to be made would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.4 Non–Contravention . The execution, delivery and performance by the Purchasers of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) contravene or conflict with or result in any violation or breach of any provision of the certificate of incorporation or the equivalent organizational documents of any of the Purchasers, (b) assuming compliance with the matters referred to in Section 5.3, contravene, conflict with or result in a violation or breach of any Requirement of Law or any Order, (c) assuming compliance with the representations, warranties and covenants of the Sellers by the Sellers, require any consent or other action by any Person, (d) violate, conflict with or (with due notice or lapse of time or both) constitute a default under, or give rise to a right of termination, cancellation, modification or acceleration of any material right or obligation under, any agreement or other instrument to which any Purchaser is a party or that is binding upon any Purchaser; provided, however, that payments pursuant to Section 3.5 may be restricted by the terms of the Senior Debt (as defined in the Note), or any license, franchise, permit or other similar authorization held by any Purchaser or (e) give rise to the creation or imposition of any Liens (other than the Purchaser Permitted Liens) on any asset of any Purchaser, except with respect to clauses (b), (c) and (d) above, as set forth in Schedule 5.4 or that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.5 Financing . As of the Closing, the Purchasers shall have sufficient funds to pay the Closing Payment, in full in cash at the Closing, and all other amounts payable by the Purchasers at the Closing under this Agreement and the other Transaction Documents, together with all fees and expenses of the Purchasers associated with the transactions contemplated hereby and thereby, and will have sufficient funds to pay any and all amounts due under the Note when the same shall fall due.

Section 5.6 Financial Condition . The Purchasers have delivered to the Sellers true and correct copies of the Purchaser Financial Statements. The Purchaser Financial Statements have been prepared in accordance with GAAP and present fairly in all material respects the combined or consolidated financial condition (as applicable) of the applicable entities, as the case may be, as of the dates thereof, and the combined or consolidated results of operations (as applicable) of the applicable entities for the period then ended.

Section 5.7 Absence of Certain Changes . Since August 26, 2006, each of the Purchasers has operated its business, in all material respects, in the ordinary course consistent with past practices, and there has not been, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.8 Litigation . Except as disclosed in Schedule 5.8 , there is no action, suit, counterclaim, litigation (including derivative actions), arbitration proceeding, governmental investigation or proceeding pending or, to any Purchaser’s Knowledge, threatened against any Purchaser or any of their Subsidiaries which, if adversely determined, would, individually or in the aggregate, have a Purchaser Material Adverse Effect.

Section 5.9 Taxes . Except to the extent that failure to do so would not have a Purchaser Material Adverse Effect, the Purchasers have timely filed all Tax Returns and reports required to be filed by them and have paid all Taxes as shown to be owed on such returns and reports. There are no Liens for Taxes on any assets of the Purchasers, except for statutory Liens for current Taxes not yet due.

Section 5.10 Title to Properties; Leases . Each of the Purchasers and its Subsidiaries has good and marketable title to, or in the case of leased property and assets, valid leasehold interests in, all of its real and tangible personal properties and assets used or held for use in the conduct of its business, and such properties and assets are free and clear of any Liens, except Purchaser Permitted Liens.

Section 5.11

Compliance with Laws; Government Approvals .

(a) Each of the Purchasers is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business are bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect. Except as set forth on Schedule 5.11 and in the SEC Reports, since May 20, 2005, each of the Purchasers, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Purchaser Material Adverse Effect.

(b) Each of the Purchasers holds all Orders and all consents, permits, licenses, variances, exemptions and approvals from Governmental Authorities that are material to the operation of its business. Each of the Purchasers is in compliance with the terms of such consents, permits, licenses, variances, exemptions, orders and approvals, except where the failure to so comply would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.12 Solvency . On and as of the Closing Date, and after giving effect to the transactions contemplated hereby and by the other Transaction Documents and the Financing Documents, each of the Purchasers and Purchaser Guarantor will be Solvent.

Section 5.13

Environmental Matters .

(a)

Except as disclosed on Schedule 5.13 :

(i) Each of the Purchasers has complied with and is in compliance with all Environmental Laws applicable to its business, except for such instances of noncompliance that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect;

(ii) Each of the Purchasers holds and has held all permits required pursuant to Environmental Laws in connection with its business and is and has been in compliance with such permits, except for the failure to hold such permits and such instances of noncompliance that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect; and

(iii) There is no action, suit, claim, investigation or proceeding (whether judicial, arbitral, administrative or other) pending or, to each Purchaser’s Knowledge threatened against it pursuant to Environmental Laws that would have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.14 Insurance . Each of the Purchasers is covered by insurance in scope and amount customary and reasonable for the conduct of its business. Schedule 5.14 lists the product liability and advertising liability coverage in effect for each Purchaser. The Purchasers have delivered to the Sellers a true and complete Certificate describing the coverage listed on Schedule 5.14 .

Section 5.15 Accuracy of Statements . The representations and warranties of the Purchasers contained in this Agreement, taken together and as modified by the Schedules, do not contain any untrue statement of a material fact and do not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 5.16 Securities and Exchange Commission Filings . Except as set forth in Schedule 5.16 , the Purchaser Guarantor has filed all forms, reports, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it under the Exchange Act and the Securities Act of 1933 since May 20, 2005 (such documents shall be referred to herein as, the “SEC Reports”). The

SEC Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed, (i) except as specified in Schedule 5.16 , complied in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those SEC Reports, and (ii) except as set forth in Schedule 5.16, did not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in those SEC Reports, in the light of the circumstances under which they were made, not misleading; provided, however, that if any such filing was amended or superseded by a subsequent filing of an SEC Report, statements made in the earlier SEC Report shall be deemed superseded by such subsequent filing and the statements made in such subsequent SEC Report shall control for purposes hereof.

Section 5.17 Finders and Investment Bankers . Except as set forth in Schedule 5.17 , there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of any Purchaser or any of their Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

Section 5.18

Capitalization .

(a) As of January 9, 2007, the authorized capital stock of Purchaser Guarantor consists of (i) 225,000,000 shares of common stock, par value $0.001 per share, of which 11,744,056 shares were issued and outstanding, (ii) 2553.6746 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of which 2347.7745 shares were issued and outstanding, (iii) 300 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of which 300 shares were issued and outstanding, and (iv) 30 shares of Series B-1 Convertible Preferred Stock, par value $0.001 per share, of which 30 shares were issued and outstanding. All such issued and outstanding shares have been duly authorized and are validly issued, fully paid and non-assessable.

(b) The shares of Ascendia Brands Common Stock to be issued pursuant to Section 3.2(d) hereof, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.

(c) Subject to the terms and conditions of the Senior Debt (as defined in the Note), the payment of the Additional Purchase Price, if any, is and will be permitted, and there are and will be no other restrictions on such payment.

Section 5.19 No Other Representations . Except as specifically set forth in this Article V, the Purchasers have not made, and the Sellers agree that they have not relied upon, any other representations or warranties, whether expressed or implied.

Section 5.20 Purchaser Reliance . The Purchasers acknowledge that they and their representatives have been permitted reasonable access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Sellers that they and their representatives have requested to see or review, and that they and their representatives have had a reasonable opportunity to meet with the officers and employees of the Sellers to discuss the Brand Assets. The Purchasers acknowledge that, upon the Closing, Ascendia and Lander shall acquire the Brand Assets without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted or expressly agreed to in this Agreement; provided, however , that nothing in this Section 5.20 is intended to limit or modify the representations and warranties contained in Article IV and the Purchasers’ right to rely thereon. The Purchasers acknowledge that, except for the representations and warranties contained in Article IV and the Schedules referred to therein, neither the Sellers nor any other Person has made, and the Purchasers have not relied on, any other express or implied representation or warranty by or on behalf of the Sellers and that neither the Seller nor any other Person, directly or indirectly, has made, and the Purchasers have not relied on, any representation or warranty regarding the pro forma financial information, financial projections, budgets, projections, estimates, and/or other forward-looking statements of the Sellers, and the Purchasers will make no claim with respect thereto.

ARTICLE VI

COVENANTS

Section 6.1 Confidentiality . (a) “Confidential Material” means all information (whether written, oral, in computer-format, whether gathered by inspection or observation and whether disclosed prior to or after the date of this Agreement) which is proprietary to the Purchasers or Sellers, as the case may be, or proprietary to others and entrusted to the Purchasers or Sellers, as the case may be, whether or not trade secrets, including but not limited to information relating to business plans and to business as conducted or anticipated to be conducted and relating to past, current or anticipated products or services; financial statements; operating and strategic plans, projections or forecasts of financial results; technical notebook records; patent applications; machine, equipment, process and product designs including any drawings and descriptions thereof; unwritten knowledge and “know-how”; operating instructions; training manuals; company computer programs and print-outs; production and development processes and costs thereof; raw material costs; selling costs; delivery costs; production schedules; customer lists; customer buying and other customer-related recor

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