TRADEMARK LICENSING AGREEMENT

THE FOLLOWING PARTIES:

AND

After agreeing the following by way of prologue:

The Licensor, together with its parent and affiliated companies, is the owner of the trademarks "QUIKSILVER" and "ROXY" and the logos that are associated with them, including but not limited to the "Mountain & Wave" logo and the "Heart" logo that it registered as marks in various countries throughout the world and under which it has for many years now designed, developed, manufactured, distributed and promoted a vast line of clothing, accessories, sports equipment and associated products designed for a dynamic customer base that adopts a relaxed lifestyle, stemming from a board riding heritage, with an exclusive and upscale range.

The marks "QUIKSILVER" and "ROXY" and their associated logos have in the Licensor's field of business acquired a worldwide renown and the Licensor wishes to expand more into the area of cosmetics, skin care and perfumes.

For its part, the Licensee has a first-rate position on the world-wide market for perfume and cosmetics products, thanks to the resources and the long experience it has both in the field of design and development and in the field of communication and distribution.

In the scope of the negotiations between the Licensee and the Licensor, and in consideration of the beneficial effect that the joining of their respective forces will not fail to have on their businesses, the parties have examined the conditions under which the attribution of a licence for the perfumes to the Licensee could be done to their mutual benefit.

THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

ARTICLE 1 - DEFINITIONS

2.1   The Licensor grants to the Licensee which accepts, as of the effective date of this Agreement by virtue of Article 11, below, an exclusive licence to use the Marks Granted, for designing, developing, manufacturing, selling, distributing and marketing the Products in the Territory, in accordance with the provisions and conditions of this Agreement. In this context, use of the term "exclusive" means that, for the entire term of this Agreement, the Licensor shall refrain from granting other licences pertaining to the creation, development, manufacturing and/or selling of the Products that carry the Marks Granted in accordance with Article 10.1.

2.2   The Licensee hereby explicitly undertakes to exploit its best efforts to promote, develop and expand sales of the Products in the Territory, so as to ensure continuous and growing knowledge of and demand for the Products in and through each of the countries in the Territory.

The Licensee also explicitly hereby undertakes to manufacture or cause to be manufactured sufficient quantities of Products up to the term of this Agreement so as to satisfy the demand for the Products and to promote the Products by all appropriate, modern, significant and effective advertising means.

2.3   The Parties agree than as pertains to the special case of perfumes and deodorants ( eaux de toilette and eaux de parfums , lotions, after-shave balms and deodorants) for men under the "QUIKSILVER" brand, the exercise of the rights granted above in Article 2.1 is subject to the Licensor's prior consent being obtained, it being specified that the Licensor shall freely decide on the action to be taken in response to the request from the Licensee to create such a product.

2.4   Since this Agreement is strictly personal between the Licensor and the Licensee, neither party is consequently authorised to assign or transfer to any third party whatsoever all or part of its rights or obligations arising out of this Agreement, with the exception of the Licensor, which may freely transfer or assign the rights arising out of this Agreement to any entity that belongs to the Quiksilver Group according to Section L.233-3 of the Code de Commerce , on condition that such transfer or such assignment maintains for the Licensee the same rights over the Marks Granted by virtue of the present Agreement. Furthermore, since the rights granted to the Licensee by this Agreement are strictly personal and non-transferable and non-assignable, the Licensee undertakes not to grant total or partial sub-licences of its rights granted under this Agreement, and undertakes not to provide as collateral, not to pledge or grant any right drawn from this Agreement to any third party whatsoever.

3.1   The Licensee, in coordination with the Licensor and subject to the Licensor's consent, will have the choice of sub-contractor, the initiative and the direction of manufacture of the Products of this Agreement for which it will solely assume responsibility under the conditions expressed below .

3.2   The Licensee, in cooperation with the Licensor, will also have the choice of service provider (creators of perfumes, bottle designer, pouch designer, etc.), the initiative and the responsibility for the creation, after the general direction of that creation has been defined with the Licensor, all of this in the general context described in this Article and in the scope of the universe that is exclusive to the QUIKSILVER and ROXY brands.

3.3   The Licensee is authorised, totally at its own liability, to entrust distribution of the Products to any independent companies and/or subsidiaries controlled by the Licensee and undertakes to ensure that such companies/subsidiaries comply with the terms of this Agreement.

3.4   As a result of the foregoing, the Licensee undertakes to comply with, and to ensure that its associates constantly comply with, in all its actions and initiatives, the image of quality, of high class and of originality associated with the Marks Granted, particularly as concerns the quality of the Products of this Agreement, their creative aspect, their publicity, their promotion and their distribution. The Licensee will comply without delay with any reasonable instruction from the Licensor pertaining to the manner and form of use of the Marks Granted.

3.5   The Licensee undertakes to comply, and to ensure that its employees, representatives, agents, authorised agents and/or assigns, as well as its affiliates and sub-contractors will comply, for the term of this Agreement, with all the laws and regulations in effect on the Territory concerning the purpose hereof.

3.6   In this connection, the Licensee represents, in its own name and on behalf of all its affiliates, that all the insurance policies required for performing the subject of this Agreement have been and will be taken out and paid in the lawful manner and maintained in full force and effect at all times. As concerns the civil liability policies, the Licensee undertakes to take out such a policy covering its activities under this Agreement for an amount that is adequate and sufficient and in line with the norms and usual business practices of the industry and having regard to the nature of the Products.

The Licensee also undertakes to include the Licensor and its affiliates, as well as their managers, chairmen, employees, officers and contactors as additional named insured beneficiaries.

The Licensee also undertakes to supply the Licensor with an insurance certificate of currency once this Agreement is executed and at any reasonable request made by the Licensor.

3.7   The Licensee, for the term hereof, shall refrain from using as a business name or corporate name, by any of the entities in which it may have a direct or indirect equity holding or control, any of the Marks Granted, and more generally the names "QUIKSILVER" and/or "ROXY" and the related logos.

3.8   The parties agree that the good name and renown of "QUIKSILVER" and "ROXY" and the other Granted Marks in the Licensor's field of business is a significant factor of these marks. In this perspective, the Licensor and the Licensee both attach paramount importance to ensuring that in all fields the upscale, quality and exclusive-style image attached to the "QUIKSILVER" and "ROXY" marks and the other Granted Marks is and should be permanently respected.

In this perspective, the Licensor undertakes to maintain the good name and renown of the names "QUIKSILVER" and "ROXY" in its exclusive field, so as to regularly support the Licensee in its efforts to position the "QUIKSILVER" and "ROXY" marks on the markets of beauty products and perfumes.

4.1   The Licensee will be responsible at its own cost and expense for creating, designing, developing and manufacturing the Products, in compliance with the principles stated in Article 3, above, and subject to the Licensor's prior written approval.

4.2   The Licensee shall take on the entire task of designing, developing and manufacturing the Products on a world-wide and exclusive basis. The Licensee undertakes to create and market products of great quality of design, execution and aesthetics on the international market for beauty and perfume products of a standard of style and quality that is comparable to the brands listed in Appendix 6 . The Licensee will solely be responsible for complying with any relevant laws and regulations in each country of the Territory and will obtain any regulatory approval, customs clearance and authorisation that may be necessary for designing, manufacturing, promoting, distributing and selling the Products (including but not limited to the packaging of the Products).

4.3   Creation of the Products and of the advertising visual:

The creation of the Products and of the advertising visuals concerning these Products must occur in a consistency of style that is exclusive to the "QUIKSILVER" and "ROXY" universe, and to guarantee this consistency, the Licensee will involve the Licensor, whose approval will be required, with all the stages of the creation and development, it being specified that in all circumstances the parties will make their best efforts to cooperate so as to end up with a shared project, and it being understood that the Licensor reserves the right of final approval of the creation’s project and the advertising visual for the Products.

For any Product creation, the Licensee will seek the prior written consent of the Licensor on the project to the following major stages:

4.4.   Industrial development or technical development of the Products:

The Licensee undertakes to ensure that the Products are manufactured according to the industry's quality standards so that they are in conformity with the upscale style of the environment of "QUIKSILVER" and "ROXY" and the other Granted Marks.

In particular, the manufacture of the Products and the disposal of any surplus or waste raw materials, ingredients or Products must be in conformity with all laws and regulations, and health and safety standards, in all the countries comprising the Territory, and must, in particular, respect the environment, and the Licensee must not test any Products, ingredients or raw materials on any animals.

Furthermore, the manufacture of any Product must be in conformity, and the Licensee shall do its best efforts that all the factories and sub-contractors that it will use are also in conformity, with the provisions of the "Quiksilver Ethical Standard of Trade" (Quest Code), that is reproduced in Appendix 7 hereto.

The Parties agree that the Licensee will retain control over all the technical stages of the industrial development. It will be free to select the suppliers of the packaging items (moulds, lids, pumps, pouches, spacers, labels, etc.), it being understood that prior to any commencement of manufacture, the Licensee will seek the prior written consent of the Licensor, which will be given as quickly as possible.

The Licensor may, subject to reasonable advance notice sent to the Licensee and at the reasonable costs of the Licensee, during regular opening hours, inspect any production units, including the production units of sub-contractors, suppliers, etc., of the Licensee where any Product is produced, to enable the Licensor to verify that the Licensee is complying with the provisions of this Agreement concerning the type and quality of Products and the use of any one of the Marks Granted in relation to the Products.

The Licensee will send the Licensor for information purposes, within a reasonable time prior to the launch of each Product or new line of Products of this Agreement, samples or mock-ups of the Products in question, with their packaging, for the Licensor's prior written consent.

If the Licensor has not presented reservations in writing to the Licensee within [___________] ¹   after the receipt of the samples or mock-ups, it will be deemed to be satisfied with the plan.

Otherwise, if the Licensor does notify the Licensee in writing of any reservations or notifies the Licensee in writing that it does not approve any one of the Products or new line of Products within [___________] ^{2   Confidential}  after the receipt of samples or test models, the parties will negotiate on the measures to be taken to take the Licensor's wishes into account. In all circumstances, the parties undertake to apply their best efforts to cooperate so as to jointly devise a plan that is satisfactory for both parties. Also in all circumstances, the Licensee will not manufacture, distribute, market or sell any Product or line of Products, unless the Licensor has approved them in advance or is considered to have approved them in accordance with this Article 4.4.

In general, it is explicitly agreed that it is the Licensor that has authority to give the final and necessary approval for any plan and any Product or line of Products, and that the Licensee may not undertake any measures consequent to a plan submitted to the Licensor without the objections that may potentially be raised by the Licensor first being taken into account by the Licensee to the satisfaction of the Licensor.

^{1   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.126.1:1
2   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.126.1:2.}

The Licensee shall perform the quality control and inspections required prior to delivery of the Products to the customers.

The Licensor reserves the right to approve and/or reject any Product for reasons relating to its quality, style or appearance.

The Licensee will solely assume responsibility for the conformity of the Products with all laws and regulations concerning health and safety.

The Licensee will indemnify and hold harmless the Licensor and its affiliates, together with their respective directors, officers, employees, agents and contractors from and against any claims, costs, expenses, losses and liability (including reasonable attorney’s fees) suffered or incurred by any of them arising directly or indirectly from any complaint or challenge brought by any customer or consumer of the Products, any failure by the Licensee to comply with any law or regulatory requirement, for any other attack arising out of or relating to the Products, for any other failure by Licensee to comply with this Agreement, and/or for any court award that may result from any of the foregoing.

Without limiting and of its other rights, the Licensor may by notice in writing require the Licensee at the Licensee’s sole cost to immediately effect a recall of any of the Products if, in the reasonable opinion of the Licensor, such Products pose a health or safety risk for any person or are likely to result in any event that could materially material impair or devalue the goodwill or reputation of the Granted Marks. Licensee will immediately comply with any such notice and will co-operate fully with the Licensor’s PR and/or crisis communication team and response plans.

4.6   Distribution System

The Licensee will organise the distribution of the Products of the Agreement within the Territory on a selective basis, restricting the sale only (a) to " perfumeries " and perfume departments of department stores that fit with and enhance the brand image of QUIKSILVER and ROXY, taking as a reference the sales outlets of the competing products of the Products on the Territory (the list of which is reproduced in Appendix 6 hereto) and (b) to franchised or licensed retail outlets bearing the "QUIKSILVER" or “ROXY” name or other retail concept belonging to Licensor or its affiliates as advised to the Licensee by the Licensor in writing ((a) and (b) collectively referred to as the “Approved Distribution Channels”).

Despite the foregoing, the Licensor may at any time and from time to time notify the Licensee in writing that the Licensor does not regard a particular outlet or outlets within the Approved Distribution Channels as being suitable for distribution of the Products and directing the Licensee not to supply any Products to such outlet(s) if, in the reasonable opinion of the Licensor, such outlet(s) does(do) not adequately uphold or reflect the brand integrity, positioning or image of the Granted Marks. The Licensee shall comply with any such notice as soon as it is able to do so.

The Products may not be distributed, sold or marketed by the Licensee in any distribution system or outlets outside of the Approved Distribution Channels, without the prior written consent of the Licensor.

For sales of Products to any retail outlet owned by the Licensor or by an affiliate of the Licensor, the Licensee shall offer the most favourable wholesale price offered to any other customer of the Products in that country less a [___________] ³   discount.

For sales of Products to any retail outlet that is franchised or licensed by the Licensor or an affiliate of the Licensor to operate under the "QUIKSILVER" or “ROXY” name or other retail concept belonging to Licensor or its affiliates, the Licensee shall offer such outlet the most favourable wholesale price offered to any other customer of the Products in that country and shall pay to the Licensor a royalty equal to [___________] ⁴   of such price for all goods sold to such outlet.

For sales of Products to any retail outlet that is part of the Licensor’s or its affiliates’ own distribution channels for products other than the Products (including but not limited to specialist surf and board sports stores, sports stores and specialty retail and department stores), the Licensee shall pay to the Licensor a royalty equal to [___________] ⁵   of the wholesale price for all goods sold to such outlet.

Royalties payable under this Article are in addition to and due at the same time as the fee payable under Article 9.1.

4.7   Approved selling via the Internet

The Licensee may not authorise its distributors and approved retailers to sell and promote the Products and the Marks Granted on the world wide web, and may not itself sell or promote the Products and the Marks Granted except on condition that it first obtains the Licensor's written consent, and the Licensor is free to refuse such, on all projects. In this connection, the Licensee undertakes, among other things, to respect the selective environment of the Products, to preserve or ensure the preservation of the upscale positioning of the Marks Granted and to ensure that all the rules stipulated in this Agreement are followed, and that such presentation may be considered as "the electronic shop window" of the distributor or of the approved retailers.

The Licensee, in the event that it has obtained the Licensor's prior written consent on a plan to sell over the Internet, and particularly after the Licensor has been fully informed of the project by the Licensee, undertakes to apply its best efforts to monitor the sales over the web by requiring from its retailers and/or distributors a signed contract, submitted for the prior acceptance of the Licensor, that sets the rules for selling over the Internet, so as to prevent, within the applicable legal limits, the risks inherent in selling over the Internet.

4.8   The Licensee will also decide on the launches, selling conditions and selling prices, and sales promotions, after notifying the Licensor of such in advance in the scope of the working meetings described below and after gaining the Licensor's prior written consent..

The Licensee will provide the Licensor on an annual basis with its pricing policy applicable to the Products.

In accordance with the accepted practices of the business, the Licensee will be able to apply a discounted pricing policy for the sale of discontinued Products, in coordination with the Licensor.

^{3   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.126.1:3.}

^{4   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.126.1:4.
5   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.126.1:5.}

4.9   The Licensee and the Licensor will meet regularly at their mutual convenience to bring each other up to date about all the corporate initiatives in the scope of the performance of the Agreement and conformity with its provisions. The Licensee undertakes to provide the Licensor, at Licensor's first request, with any information that Licensor may wish to have in the scope of preparing for and holding these meetings. During these meetings, the representatives of the parties to this Agreement will deal, in particular, with:

5.1   The Licensor undertakes to guarantee to the Licensee for the term of this Agreement, and Licensee acknowledges the validity of the Marks Granted and their ownership by the Licensor or affiliated companies, the material existence of the registrations of the Marks Granted that are shown in Appendix 1 hereto, within the limit of the applicable laws and regulations.

The Marks Granted, signs of all kinds and logos must appear clearly, visible to the naked eye in a defined graphic plan on the bottles, boxes, packaging and display cabinets, as well as in all advertising. This graphic plan for the products bearing the ROXY mark must include the placing in a clear and legible fashion on all the Products, (a) of the name "ROXY," with or without its logo, and (b) in a clearly separated way, i.e., not in any circumstances following the name ROXY, but in other places of the products and/or of their packaging, and in smaller characters, the phrases "(BY) QUIKSILVER," "(By) QUIKSILVER PARFUMS" or 'ROXY (BY) QUIKSILVER PERFUMES."

Without limiting the foregoing all Products and any packaging and instruction for the Products must include a statement to the effect of: “Made under licence by Inter-Parfums SA”.

The Licensee will have exclusive rights, for the term hereof, to the use of the name "ROXY" and to the use of the Marks Granted on alcohol products (perfumes) and derivative bath lines, exploited in the scope of this Agreement, for the marketing and distribution of the Products.

The Licensee will be allowed to make mention in everyday commercial and stock-market documents pertaining to its business of one or more of the Marks Granted, with the same treatment as the other marks whose distribution it performs.

However, any public announcement or public reference to one of the Marks Granted, in the scope of the above paragraph, will be subject to the Licensor's prior written consent.

The use made of the Marks Granted must contribute to the marketing of the Products, to the exclusion of any other use. It is understood that the Marks Granted, as used to market the Products, are used in such a way that they may not be discredited in the eyes of the public.

No statement or notice may be placed that is prejudicial to the visibility of the Marks Granted, nor may any statement or notice be placed that may reduce their importance and style in the eyes of the public.

Any use by the Licensee of the Marks Granted shall expand the goodwill and reputation of the Marks Granted, to the Licensor's benefit. It is explicitly agreed that the Licensee will not by the effect of this Agreement acquire any right of any kind whatsoever over the Marks Granted. The Licensee will comply with all written instruction from the Licensor pertaining to the manner and form of use of the Marks Granted.

5.2   The costs of maintaining these Marks Granted current will be covered by the Licensor. The Licensee undertakes to work with the Licensor to supply it with any document required for the filing of the Marks Granted, for their renewal or for the filing of new Marks Granted.

5.3   The Licensee may, if necessary, ask the Licensor to register the Marks Granted in other countries in International Class 3. The registrations will be done solely in the Licensor's name and/or in that of an affiliate if it deems it justified in respect of the project and of the commercial plans. The Licensee's request for such additional registrations will be examined in good faith by the Licensor, which remains the sole decision-maker as to the filing and which will pay any additional filing costs. The Licensee undertakes, as required, to supply any signature, document and/or assistance in obtaining the filings of the Marks Granted under this article.

5.4    The Marks Granted and the forms or any other technical data whatsoever relating to the composition and/or manufacture of the Products of the Agreement (including any patents), and all the drawings and models (bottles, packaging, labels, etc.) and all instructions, marketing materials, POS advertising materials and advertising materials developed by the Licensee or on its behalf and registered or not by it will be and will remain the property of the Licensor, and the Licensee hereby assigns, sells and transfers to the Licensor on an irrevocable basis all rights that it may hold in such way.

The Licensee undertakes to assign back to the Licensor at no cost, at its first request, any registration of the Marks Granted that may have been done in the Licensee's name, which may relate only to the case in which in a particular country, the registration could not be requested except in the name of the Licensee, could not have been performed in the name of the Licensor, and could not have been performed and where the Licensor had provided its prior written consent. The Licensee undertakes then to sign without delay at the Licensor's request any document involved in such assigning back.

In general, the Licensee hereby undertakes to give the Licensor, at simple request and without delay, any signature and any document that allows full app