EXHIBIT 10.62
INTELLECTUAL PROPERTY
PURCHASE AGREEMENT
Agreement dated this 12th day of March 1996 by and between XXXXXX
XXXXXXXXXX, INC., a Delaware corporation ("Purchaser"), with its principal
office at 0000 X.X. 00xx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 represented by
Xxxxxx Xxxxxx in his capacity as Chief Operating Officer and invested with full
powers to execute this Agreement, and PARFUMS XXXX XXXXXXX, S.A., a French
corporation ("Seller"), with its principal offices at 0 xxxx xxxxx xxx Xxxxxx
Xxxxxxx, 00000 Xxxxx, Xxxxxx, registered on the Paris Trade and Companies
Registry under the number B 652040847, represented by Xxxxxxxx Xxxxxxx in his
capacity as President and invested with full powers to execute this Agreement.
W I T N E S S E T H:
WHEREAS, Seller desires to sell and Purchaser desires to acquire all of
the rights to certain assets of Seller upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises contained herein, the parties hereto hereby agree as follows:
ARTICLE I
ASSIGNMENT, CONVEYANCE
AND OTHER TERMS OF TRANSACTION
1.1 Assignment and Sale. Upon the terms and subject to the
conditions of this Agreement, at the Closing, as hereinafter defined, Seller
agrees to
(a) irrevocably assign all of its right, title and interest in and to
the world-wide trademarks, service marks, trade names, patents and copyrights
and applications therefor, as set forth on the annexed Schedule 1.1(a), together
with trade secrets and other proprietary information related thereto
(collectively the "Intellectual Property"), and
(b) convey, transfer and irrevocably assign to Purchaser
(i) any and all formulae, molds, models, tools, dies, casts,
packaging patterns, displays and forms, and materials relating to national
advertising and line slots as set forth on the annexed Schedule 1.1(b)
(collectively the "Equipment");
(ii) current customer list for International, French and United
States sales; item masters and xxxx of materials, including costs thereof; sales
for each customer for calendar year 1995; current list of vendors; price list
and list of advertising materials for International, French and United States
customers, to the extent available; sales for the period January 1, 1996 through
February 29, 1996; forecast of sales for calendar year 1996; and suggested
retail price list for the products produced, marketed and sold in respect of the
Intellectual Property (the "Products") for the United States and France
(collectively the "Ancillary Assets") (provided, that Seller shall deliver
copies of the Ancillary Assets to Purchaser not less than five (5) days prior to
the closing),
free and clear of all liens, pledges, charges, security interests,
encumbrances, title retention agreements or adverse claims of any kind
whatsoever ("Claims"), except as provided in Article 1.4 below. The Intellectual
Property, the Equipment and the Ancillary Assets are sometimes hereinafter
referred to as the "Acquired Assets".
1.2 Assets Not Conveyed; No Liabilities Assumed. Seller shall retain any
and all rights to each and every asset not expressly referred to in Articles
1.1(a) and (b) above. Purchaser does not hereby assume, and shall not be liable
for, any debt, obligation, responsibility or liability of Seller or arising out
of or relating to the Acquired Assets through the Closing Date (as hereinafter
defined), whether known or unknown, contingent or absolute, or otherwise
(collectively, "Seller Liabilities"), and Seller agrees to indemnify and hold
harmless Purchaser from and against any Seller Liability in accordance with
Article VI hereof.
1.3 Purchase Price and Payment. Upon the closing of this Agreement
Purchaser agrees to pay the purchase price to the Seller as follows:
(a) For the Intellectual Property, US$2.150 million, payable US$1.075
million in cash, certified, bank or cashier's check or wire transfer of
immediately available funds to an account as instructed by the Seller, and
US$1.075 by delivery of a promissory note (the "Note") payable in ninety (90)
days in the form annexed hereto as Exhibit 1.3; and
(b) US$200,000 for the Equipment and Ancillary Assets, payable in cash,
certified, bank or cashier's check or wire transfer of immediately available
funds to an account as instructed by the Seller.
1.4 Security for Payment of Purchase Price. Upon the closing of this
Agreement, Purchaser, Seller, Subsidiary (as hereinafter defined) and the law
firm of Purchaser, Xxxxx Xxxxx & Xxxxx, shall enter into an escrow agreement in
the form annexed hereto as Exhibit 1.4 (the "Escrow Agreement"), whereby all
documents evidencing the assignment of the Intellectual Property shall be held
in escrow by such law firm, pending payment by Purchaser of the Note as well as
a series of three (3) promissory notes (sometimes collectively the "Inventory
Notes") issued pursuant to an Inventory Purchase Agreement between Xxxx Xxxxxxx,
S.A., a wholly-owned subsidiary of the Seller ("Subsidiary") and Purchaser,
relating to the sale of goods produced under the Intellectual Property rights
(the "Inventory Purchase Agreement"). The date on which such payment in full of
the Note and the Inventory Notes occurs is hereinafter referred to as the "Final
Payment Date".
1.5 Covenants of Seller. Seller covenants and agrees with Purchaser
that prior to the Closing, Seller shall
(a) terminate or cause the termination of, any and all license,
sublicense and distribution agreements relating to the Intellectual Property,
without any obligation of or liability to Purchaser;
(b) provide reasonable access to all financial information relating to
the Intellectual Property, the Equipment and the Ancillary Assets (sometimes
collectively the "Business") for the last three (3) years, including financial
statements, operations, inventory costs, distribution agreements and any other
supporting records, and Seller covenants and agrees to maintain such books and
records for three (3) years from the Closing (as hereinafter defined) and to
make them available for inspection by Purchaser or its designee upon reasonable
notice; and
(c) forward or cause to be forwarded all sales orders received by Seller
or any Affiliate (as hereinafter defined) subsequent to the execution of the
letter of intent among Seller, Subsidiary and Purchaser dated January 11, 1996
for any and all Products, via telecopier to Purchaser for its approval, and
Seller acknowledges that Purchaser may prohibit shipment of any or all of such
orders at its sole discretion. For purposes hereof, the term "Affiliate" of
Seller shall mean Groupe Inter Parfums, Xxxx Philippe Fragrances, Inc. and any
other company, entity or individual which directly or indirectly controls or is
controlled by or is under common control with Seller. After the Closing, if
Seller receives any such sales orders, Seller shall promptly telecopy said
orders to Purchaser.
1.6 Transfer Taxes; Expenses of Transfer. Seller and Purchaser shall
equally share the cost of all taxes and other similar fees such as registration
and stamp duties ("Transfer Taxes") arising out of or in connection with the
assignment of the Intellectual Property and conveyance of Equipment and the
Ancillary Assets to be effected pursuant to this Agreement. Notwithstanding the
foregoing, Seller shall be solely responsible for, and shall indemnify and hold
harmless the Purchaser from the imposition of any and all Transfer Taxes in
excess of Purchaser's proportionate share of $122,500. Expenses of the transfer
of the Intellectual Property such as filing fees and the like shall be borne by
the Purchaser.
1.8 Closing. Subject to the fulfillment of the conditions precedent as
hereinafter set forth, the closing under this Agreement ("Closing"), shall take
place at the offices of Xxxxx, Xxxxx & Xxxxx, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
at 10:00 A.M. on March 19, 1996 or at such other time and at such other place as
shall be fixed by mutual consent of the parties hereto, but in no event
subsequent to March 29, 1996 (the "Closing Date").
ARTICLE II
WARRANTIES AND REPRESENTATIONS
OF SELLER
Warranties and Representations of Seller. Seller hereby warrants
and represents to Purchaser as follows:
2.1 Due Organization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of France and has all requisite
corporate power and authority to carry on its businesses as currently conducted
and to own or lease and to operate its properties and assets as and where such
properties and assets are now owned or leased and operated.
2.2 Legal, Valid and Binding. Each of this Agreement and the other
documents contemplated hereby constitutes the legal, valid and binding
obligation of Seller, enforceable against it in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto, and the availability
of equitable remedies.
2.3 Other Consents and Approvals. Except for the consent or
non-objection of the French Treasury Department to the transactions contemplated
hereby, any and all consents, approvals, authorizations, or orders of or
registrations or qualifications with any person, bank, corporation, association,
governmental body, or court having authority or power to regulate, supervise or
direct the business and affairs of Seller necessary for the consummation of the
transactions specified in this Agreement shall have been obtained on or before
the Closing by Seller.
2.4 Due Authorization; Compliance with Law. The execution and delivery
of this Agreement and the other documents contemplated hereby and performance of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action and will not conflict with or result in a breach
of any of the terms or provisions of its Certificate of Incorporation or
By-laws, lease, bond, note, debenture, guaranty, deed of trust or other
agreement, instrument (or French equivalent thereof) or arrangement to which
Seller may be or is a party (including by operation of law) or by which the
property of Seller is bound, or any law, administrative regulation, or any order
of any court or governmental agency or authority entered in any proceeding to
which Seller was or is a party or by which its property is bound. The Business
is being conducted in compliance with all applicable law, statutes, ordinances,
regulations, decrees and orders, except for violations which have not had and
would not reasonably be expect to have a material adverse effect on the Business
or any of the Acquired Assets.
2.5 No Litigation. There are no actions, suits, legal or governmental
proceedings pending or threatened against Seller relating to this Agreement, the
Intellectual Property, the Equipment or the Ancillary Assets being acquired
hereunder, or the transactions described herein.
2.6 Intellectual Property. Schedule 1.1(a) annexed hereto contains a
complete and accurate list of all of the Intellectual Property used in the
Business. Except as set forth in the annexed Schedule 2.6, no license,
sublicense, distribution or other agreements relating to any of the Intellectual
Property shall be in effect at the Closing, and each trademark, service xxxx,
trade name, copyright and patent and each application therefor comprising the
Intellectual Property is owned solely and exclusively by Seller, and is not
subject to any license or royalty arrangement or dispute. Except as set forth in
the annexed Schedule 2.6, Seller has not received any notification of
infringement by Seller or any claims with regard to any trademark, service xxxx,
trade name, copyright or patent or application therefor comprising the
Intellectual Property from any person, and Seller is not aware of a basis for
any such claim. No trademark, service xxxx, trade name, copyright or patent or
application therefor comprising the Intellectual Property infringes any
trademark, service xxxx, trade name, copyright or patent of others in any
country in which such trademark, service xxxx, trade name, copyright or patent
is used in connection with the manufacture or sale of any product or otherwise.
No Affiliate of Seller owns or has any interest in the Intellectual Property.
Seller has delivered to Purchaser prior to the Closing copies of any and all
documents in its possession, custody or control relating to the Intellectual
Property.
2.7 Origin of Seller's Business. Seller has good title to the business
consisting of the Intellectual Property, Equipment and Ancillary Assets
(sometimes collectively the "Business"), by virtue of having purchased the
Business from Jacomo S.A. at the purchase price of FRF 15,000,000 at the closing
of such acquisition held in Paris, France on July 12, 1994. None of the Acquired
Assets is subject to (i) any contract of sale, or (ii) any Claim. At the
Closing, Seller shall convey to Purchaser good, marketable and indefeasible
title to all of the Intellectual Property, free and clear of all Claims, except
for the escrow arrangement described by the terms of Article 1.4 hereof. All of
the Equipment and the Ancillary Assets are in good condition, operable and
useful for their intended purposes (ordinary wear and tear excepted), and none
of such assets has been damaged by any fire, accident, act of God or any other
casualty that materially and adversely impairs any such assets or the Business.
2.8 Net Sales and Profits of Business. The net sales and gross profits
of the Business for the fiscal years as set forth below are as follows:
Net Sales in FRF Gross Profit in FRF
1992 10,703,253 (2,267,271)
1993 10,323,914 489,400
1994 16,096,572 6,601,513
1995 7,565,150 2,967,082
2.9 Absence of Adverse Change. Since January 11, 1996, there has been no
material adverse change in the Business or any of the Acquired Assets, and there
is no condition, development or contingency of any kind of which the Seller has
actual knowledge which may result in any such material adverse change.
2.10 Survival of Warranties, Representations, etc. All statements
contained in any certificate or other instruments delivered by or on behalf of
Seller pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed a warranty and representation of Seller hereunder. All
warranties and representations made hereunder shall be effective as of the
Closing with the same force and effect as if made at such time, and shall
survive the Closing.
ARTICLE III
WARRANTIES AND REPRESENTATIONS OF PURCHASER
Warranties and Representations. Purchaser hereby warrants and
represents as follows:
3.1 Legal, Valid and Binding. Each of this Agreement and the other
documents contemplated hereby constitutes the legal, valid and binding
obligation of Purchaser, enforceable against it in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors
rights generally or court decisions with respect thereto and the availability of
equitable remedies.
3.2 No Litigation. There are no actions, suits, legal or governmental
proceedings pending or threatened against Purchaser relating to this Agreement
or the transactions described herein.
ARTICLE IV
CONDITIONS TO PARTIES' OBLIGATIONS
4.1 Purchaser's Conditions. The obligations of Purchaser under this
Agreement are subject to the fulfillment of each of the conditions set forth
below:
(a) At the Closing the warranties and representations of Seller
contained in this Agreement shall be true and correct in all material respects;
Seller shall have complied with and duly performed any and all covenants,
agreements and conditions in all material respects, on its part to be complied
with or performed pursuant to or in connection with this Agreement; and Seller
shall have delivered to Purchaser at the Closing a certificate from a duly
authorized officer of Seller to such effect.
(b) No action or proceeding shall have been instituted to restrain or
prohibit the Closing of the transactions contemplated by this Agreement or the
Inventory Purchase Agreement.
(c) Seller shall have obtained, and delivered evidence thereof to
Purchaser at the Closing, a termination of each existing license, sublicense
and/or distribution agreement in respect of the Intellectual Property(except as
set forth on Schedule 2.6), in form reasonably satisfactory to counsel to
Purchaser.
(d) Seller shall execute and deliver the Assignment of United States
Trademarks and the Omnibus Assignment of Foreign Trademarks in the forms set
forth as Exhibit 4.1(d) to Purchaser at Closing.
(e) Seller shall execute and deliver one or more Bills of Sale
evidencing the conveyance of the Equipment and Ancillary Assets substantially in
the forms set forth as Exhibit 4.1(e) to Purchaser at Closing.
(f) Seller shall execute and deliver to Purchaser a Noncompetition
Agreement, a Guarantee in the form set forth in Exhibit 4.1(f) and the Escrow
Agreement.
(g) Subsidiary shall execute and deliver to Purchaser the Inventory
Purchase Agreement and each of the documents contemplated thereby to be executed
and delivered by Subsidiary.
(h) Purchaser shall have completed its due diligence investigation of
the Acquired Assets and the Business.
(i) Seller shall not have engaged in any transaction out of the
ordinary course of business.
4.2 Sellers' Conditions. The obligations of Seller under this Agreement
are subject to the fulfillment of each of the conditions set forth below:
(a) At the Closing the warranties and representations of Purchaser
contained in this Agreement shall be true and correct in all material respects;
Purchaser shall have complied with and duly performed any and all covenants,
agreements and conditions in all material respects, on its part to be complied
with or performed pursuant to or in connection with this Agreement; and
Purchaser shall have delivered to Seller at the Closing a certificate from a
duly authorized officer of Purchaser to such effect.
(b) No action or proceeding shall have been instituted to restrain or
prohibit the Closing of the transactions contemplated by this Agreement or the
Inventory Purchase Agreement.
(c) Purchaser shall execute and deliver to Seller the Noncompetition
Agreement and the Escrow Agreement.
(d) Purchaser shall have executed and delivered the Inventory Purchase
Agreement to Subsidiary.
ARTICLE V
OTHER CONDITION PRECEDENT
5.1 Consent or Non-Objection of French Treasury. The closing of this
Agreement and the transactions contemplated hereby are expressly made subject to
the receipt by Seller of either consent or non-objection of the French Treasury
Department to the sale contemplated by this Agreement that may be required in
respect of foreign investment in France.
5.2 Non-receipt of Consent. In the event that the consent or
non-objection of the French Treasury Department is not obtained prior to the
close of business on March 29, 1996, then in either such event, this Agreement
shall be deemed null and void without any other action by or on behalf of the
parties hereto, unless both parties specifically agree in writing signed by both
parties to extend the Closing.
ARTICLE VI
INDEMNIFICATION
6.1 By Seller. Seller agrees to indemnify and hold harmless Purchaser
from and against any and all losses, claims, damages or liabilities to which
Purchaser may become subject, and to reimburse Purchaser for any and all legal
expenses (including the cost of any investigation and preparation) reasonably
incurred by Purchaser in connection with any claim or litigation, whether or not
resulting in any liability, insofar as such losses, claims, damages,
liabilities, or litigation arise out of or are based upon (i) any breach of
warranty or representation or failure to fulfill any covenant, agreement or
condition contained herein by Seller; (ii) any claims arising out of license,
sublicense and distributor agreements terminated by Seller in accordance with
Article 1.5 hereof; (iii) any Seller Liabilities; or (iv) any claims of
creditors objecting to the transactions contemplated hereby as described in
Article 8.5 hereof (collectively the "Purchaser Claims").
6.2 Threshold. Notwithstanding Article 6.1 hereof, Seller shall not be
obligated to indemnify Purchaser except to the extent that the aggregate amount
of Purchaser Claims has exceeded the sum of $10,000.
6.3 Limit of Indemnification. Notwithstanding Article 6.1 hereof, the
maximum liability of Seller under Article 6.1 hereof for Purchaser Claims is
$4,950,000, inclusive of any liability of Subsidiary for indemnification of
Purchaser under the Inventory Purchase Agreement.
ARTICLE VII
CONDITIONS SUBSEQUENT
7.1 Change of Name. Promptly after the Closing, Seller shall change its
name to that which is not similar to Xxxx Xxxxxxx.
7.2 Conversion of Unfinished Inventory. Within ninety (90) days
subsequent to the Closing, Seller will convert the raw materials, component
parts and work-in-progress to be sold using the Intellectual Property into
finished goods inventory exclusively for sale to Purchaser, which will be
payable in French francs in six (6) consecutive monthly installments commencing
from the date of the xxxx of lading. The cost of the finished goods will be as
indicated on the attached Schedule 7.2. Seller covenants and agrees with
Purchaser that none of the finished goods or remaining components or raw
materials, if any, will be sold to any parties other than Purchaser; and all
remaining components not converted into finished goods, if any, will be
destroyed by Seller at its own expense.
7.3 No "Knock-offs". Neither Seller nor any Affiliate will produce or
distribute any products bearing any confusingly similar names to any of the
trademarks constituting a portion of the Intellectual Property.
ARTICLE VIII
MISCELLANEOUS
8.1 No Waiver. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.
8.2 Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision herein shall be effective unless in writing executed by the
party charged therewith.
8.3 Agreement, Exhibits and Schedules. As used herein, the term "this
Agreement," means the body of this Agreement and the Schedules and Exhibits
hereto, and the terms "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement and such Schedules and Exhibits as a
whole and not to any particular part of subdivision thereof.
8.4 Governing Law; Arbitration.
(a) This Agreement shall be construed, interpreted and enforced in
accordance with and shall be governed by the laws of France without regard to
the principles of conflicts of laws.
(b) Any and all disputes between the parties arising out of or in
connection with this Agreement which the parties are unable to resolve amicably,
shall be finally determined by arbitration. The arbitration shall be held in
Brussels, Belgium, in accordance with the Rules of Conciliation and Arbitration
of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with said rules. Any and all such arbitration proceedings shall be
conducted in the English language.
8.5 Objection of Creditors. The parties hereto designate the following
person at following address to receive any and all objections to the sale
contemplated by this Agreement that may be raised by creditors of Seller: Xx.
Xxxxxxxxx Xxxxxx-Xxxx, Parfums Xxxx Xxxxxxx, S.A., 4, Xxxx Xxxxx xxx Xxxxxx
Xxxxxxx, 00000, Xxxxx, Xxxxxx. Seller agrees to promptly to notify Purchaser of
any of such objections.
8.6 Binding Effect. This Agreement shall bind and inure to the benefit of
the parties, their successors and assigns.
8.7 Assignment. No party may assign its rights or delegate its obligations
under this Agreement and any such attempted assignment or delegation shall be
void and of no force and effect; provided, that Purchaser may assign its rights
hereunder (but not is obligations) to its affiliate, Parlux, S.A.
8.8 Article Headings. The article headings herein have been
inserted for convenience of reference only, and shall in no way modify or
restrict any of the terms or provisions hereof.
8.9 Notices.
(a) Any notice or other communication under the provisions of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
or air mail, or by hand delivery with an acknowledgement copy requested, or by a
reputable overnight delivery or courier service; all to be directed to the
addresses set forth above, or to any new address of which either party hereto
shall have informed the other by the giving of notice in the manner provided
herein. Such notice or communication shall be effective, if sent by postage
prepaid, registered or air mail, five (5) days after it is mailed; if sent by a
reputable overnight delivery or courier service, two (2) days after properly
forwarded; or by hand delivery, upon receipt.
(b) The parties hereto agree to promptly send copies of all notices
under this Agreement by telecopier to the other party, but such notice by
telecopier shall not relieve the sending party of the obligation to forward
notice in accordance with the terms of Article 8.9(a) hereof.
8.10 Unenforceability; Severability. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction, then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable part had
been severed and deleted.
8.11 Brokers' Fees. Seller covenants and agrees to Purchaser that
Purchaser shall have no liability with respect to any brokerage fees or agents'
commissions in connection with the transactions contemplated hereby by reason of
any of their acts or conduct. Purchaser covenants and agrees to Seller that
Seller shall have no liability with respect to any brokerage fees or agents'
commissions in connection with the transactions contemplated hereby by reason of
any of their acts or conduct.
8.12 Further Assurances. After the Final Payment Date, Seller shall at
any time and from time to time, at the request of Purchaser and without further
cost or expense to Purchaser, execute and deliver such other instruments of
conveyance or transfer and take such other actions as Purchaser may request in
order to vest in Purchaser clear and unencumbered title to the Intellectual
Property, Equipment and Ancillary Assets and to comply with applicable law.
8.13 Declaration of Good Faith. The undersigned parties declare, under
the pain of penalties laid down in Article 1837 of the General Tax Code (Code
general des impois), that this Agreement states the whole amount of the purchase
price.
8.14 No Third Party Rights. The warranties, representations and other
terms and provisions of this Agreement are for the exclusive benefit of the
parties hereto, and no other person shall have any right or claim against any
party by reason of any of those terms and provisions or be entitled to enforce
any of those terms and provisions against any party.
8.15 Counterparts. This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date first above written.
XXXXXX XXXXXXXXXX, INC.
By: /s/ Xxxxxx Xxxxxx
------------------
Xxxxxx Xxxxxx, Chief Operating Officer
PARFUMS XXXX XXXXXXX, S.A.
By: /s/ Xxxxxxxx Xxxxxxx
---------------------
Xxxxxxxx Xxxxxxx, President
List of Schedules and Exhibits
Schedule 1.1(a): Intellectual Property
Schedule 1.1(b): Equipment
Exhibit 1.3: Promissory Note
Exhibit 1.4: Escrow Agreement
Schedule 2.6: Trademarks
Exhibit 4.1(d): Assignment of United States Trademarks and the Omnibus
Assignment of Foreign Trademarks
Exhibit 4.1(e): Bills of Sale
Exhibit 4.1(f): Guarantee
Schedule 7.2: Cost of Finished Goods
