Share Exchange Agreement

EXHIBIT 10-1

SHARE EXCHANGE AGREEMENT

by and among

THE CLOROX COMPANY,

HENKEL KGaA

and

HC INVESTMENTS, INC.

As of October 6, 2004

TABLE OF CONTENTS

PAGE

Article I........... CERTAIN DEFINITIONS AND OTHER MATTERS........... 2

Section 1.1..... Certain Definitions..... 2

Section 1.2..... Terms Defined in Other Sections..... 13

Section 1.3..... Interpretation..... 15

Article II........... EXCHANGE OF STOCK; CLOSING; CONSIDERATION ADJUSTMENTS........... 15

Section 2.1..... Exchange of Stock..... 15

Section 2.2..... Closing..... 15

Section 2.3..... Clorox's Deliveries at the Closing..... 15

Section 2.4..... Parent's and HCI's Deliveries at the Closing..... 16

Section 2.5..... Purchase Price Adjustment; Selected Financial Items..... 17

Section 2.6..... Purchase Price Adjustment; Clorox Korea..... 18

Section 2.7..... Purchase Price Adjustment; Additional Provisions..... 20

Article III........... REORGANIZATION........... 20

Section 3.1..... Reorganization..... 20

Section 3.2..... Business Assets..... 20

Section 3.3..... Excluded Assets..... 22

Section 3.4..... Business Liabilities..... 22

Section 3.5..... Excluded Liabilities..... 22

Section 3.6..... Taxes..... 23

Section 3.7..... Insurance..... 23

Article IV........... REPRESENTATIONS AND WARRANTIES OF CLOROX........... 24

Section 4.1..... Organization and Standing..... 24

Section 4.2..... Subsidiaries..... 24

Section 4.3..... Capitalization..... 25

Section 4.4..... Corporate Power and Authority..... 25

Section 4.5..... Conflicts; Consents and Approvals..... 26

Section 4.6..... Board and Stockholder Approval..... 27

Section 4.7..... No Material Adverse Effect..... 27

Section 4.8..... Taxes..... 27

Section 4.9..... Compliance with Law..... 29

Section 4.10..... Intellectual Property..... 30

Section 4.11..... Title to Assets; Sufficiency..... 31

Section 4.12..... Environmental Matters..... 32

Section 4.13..... Litigation..... 33

Section 4.14..... Employee Benefit Plans...... 33

Section 4.15..... Contracts..... 34

Section 4.16..... Labor and Employment Matters..... 36

Section 4.17..... Financial Statements..... 36

Section 4.18..... Permits; Compliance..... 37

Section 4.19..... Real Estate..... 37

Section 4.20..... PP&E..... 38

Section 4.21..... Intercompany Services..... 38

Section 4.22..... Relationships with Customers and Suppliers..... 38

Section 4.23..... Guarantees..... 39

Section 4.24..... Product Recalls..... 39

Section 4.25..... Toxicological Information..... 39

Section 4.26..... No Payments or Benefits to Government Officials..... 39

Section 4.27..... Financing..... 40

Section 4.28..... No Repurchases of Clorox Common Stock..... 40

Section 4.29..... Brokers..... 40

Article V........... REPRESENTATIONS AND WARRANTIES OF PARENT AND HCI........... 40

Section 5.1..... Organization and Standing..... 40

Section 5.2..... Corporate Power and Authority..... 40

Section 5.3..... Conflicts; Consents and Approvals..... 41

Section 5.4..... HCI ?Owned Clorox Shares..... 42

Section 5.5..... Board and Stockholder Approval..... 42

Section 5.6..... Litigation..... 42

Section 5.7..... No Material Adverse Effect..... 42

Section 5.8..... Investment Representation..... 42

Section 5.9..... Taxes..... 43

Section 5.10..... Governmental Actions..... 43

Section 5.11..... Brokers..... 43

Article VI........... COVENANTS AND AGREEMENTS........... 43

Section 6.1..... Access and Information..... 43

Section 6.2..... Conduct of Business..... 44

Section 6.3..... Efforts to Consummate; Further Assurances..... 45

Section 6.4..... Certain Covenants..... 47

Section 6.5..... Notification by the Parties..... 48

Section 6.6..... Insurance Policies..... 48

Section 6.7..... Confidentiality; Access to Records after Closing..... 48

Section 6.8..... Release of Guarantees; Intercompany Accounts..... 49

Section 6.9..... Cooperation with Respect to Financial Reporting..... 50

Section 6.10..... Non-Solicitation of Employees..... 50

Section 6.11..... No Solicitation..... 50

Section 6.12..... Use Of Names..... 50

Section 6.13..... Tax Treatment ? Cooperation..... 51

Section 6.14..... No Purchases of Clorox Common Stock..... 51

Section 6.15..... Non-competition..... 52

Section 6.16..... Payments of Receivables after Closing..... 53

Section 6.17..... Indemnification; D&O Insurance..... 53

Section 6.18..... Employment Matters..... 54

Section 6.19..... Options to Purchase Clorox Stock Held By Transferred Employees..... 54

Section 6.20..... Continuing Obligations..... 55

Section 6.21..... Purchase of Inventory..... 55

Article VII........... TAX MATTERS........... 55

Article VIII........... CONDITIONS TO CLOSING........... 55

Section 8.1..... Mutual Conditions..... 55

Section 8.2..... Conditions to Parent's and HCI's Obligations..... 56

Section 8.3..... Conditions to Clorox's Obligations..... 56

Section 8.4..... Frustration of Closing Conditions..... 57

Article IX........... TERMINATION........... 57

Section 9.1..... Termination ..... 57

Section 9.2..... Effect of Termination..... 58

Article X........... SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION........... 58

Section 10.1..... Survival of Representations and Warranties..... 58

Section 10.2..... Indemnification by Clorox..... 58

Section 10.3..... Indemnification by Parent..... 59

Section 10.4..... Definition of Damage; Determination of Indemnification..... 60

Section 10.5..... Notice..... 60

Section 10.6..... Third Party Claim..... 61

Section 10.7..... Exclusivity..... 63

Section 10.8..... Tax Treatment of Indemnity Payments..... 63

Section 10.9..... Environmental Matters..... 63

Article XI........... MISCELLANEOUS........... 63

Section 11.1..... Notices..... 63

Section 11.2..... Expenses..... 65

Section 11.3..... Governing Law; Consent to Jurisdiction..... 65

Section 11.4..... Dispute Resolution..... 65

Section 11.5..... Waiver of Jury Trial..... 66

Section 11.6..... Assignment; Successors and Assigns; No Third Party Rights..... 67

Section 11.7..... Counterparts..... 67

Section 11.8..... Titles and Headings..... 67

Section 11.9..... Entire Agreement..... 67

Section 11.10..... Amendment and Modification..... 67

Section 11.11..... Publicity; Public Announcements..... 67

Section 11.12..... Waiver..... 68

Section 11.13..... Severability..... 68

Section 11.14..... No Strict Construction..... 68

Section 11.15..... Knowledge..... 68

Section 11.16..... Affiliate Status..... 68

Section 11.17..... Tax Consequences..... 68

Section 11.18..... Specific Performance..... 69

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated as of October 6, 2004 (together with the schedules, exhibits, annexes and disclosure schedule hereto, this " Agreement ?), is entered into by and among THE CLOROX COMPANY, a Delaware corporation having its principal place of business at 1221 Broadway, Oakland, California (" Clorox "), HENKEL KGaA, a Kommanditgesellschaft auf Aktien organized under the laws of Germany having its principal place of business at Henkelstrasse 67, 40191 Dfcsseldorf, Germany (" Parent "), and HC INVESTMENTS, INC., a Delaware corporation having its principal place of business at 1105 North Market Street, Suite 1206, Wilmington, Delaware 19801 (" HCI ").

RECITALS

WHEREAS, Clorox and certain of its Subsidiaries, collectively, currently own and operate, among other things, the Transferred Businesses;

WHEREAS, on or prior to the Closing, Clorox will complete the Reorganization, pursuant to which the Transferred Businesses, each as a going concern, and certain additional assets will be transferred, whether by contribution or otherwise, to a newly organized Delaware corporation, wholly owned indirectly by Clorox (" Splitco "), in accordance with this Agreement;

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, (a) Clorox desires to acquire all of the 61,386,509 shares of common stock, par value $1.00 per share, of Clorox (" Clorox Common Stock ") currently held by HCI (such shares, the " HCI ?Owned Clorox Shares ") in exchange for all of the issued and outstanding shares of capital stock of Splitco (the " Splitco Shares "), and (b) HCI desires to exchange the HCI ?Owned Clorox Shares for the Splitco Shares (such transaction, the " Exchange ");

WHEREAS, the parties hereto intend the Exchange to qualify as a tax-free exchange under Section 355(a) of the Code;

WHEREAS, the Board of Directors of Clorox has determined that it is in the best interests of Clorox to complete the Exchange in order to, among other things, (i) eliminate certain corporate governance issues related to the composition of the Board of Directors of Clorox by virtue of HCI's ownership of Clorox Common Stock and its rights under the Stockholder's Agreements, (ii) remove the market overhang represented by HCI's ownership of Clorox Common Stock, (iii) separate the Transferred Businesses from the Retained Businesses, thereby allowing Clorox to focus on its core operations, and (iv) enable Clorox to redeploy cash flow to improve Clorox's return on invested capital; and, in consideration of the foregoing, the Board of Directors of Clorox has approved this Agreement and the transactions contemplated by this Agreement; and

WHEREAS, the Board of Directors of HCI has, the Board of Management and the Shareholder Committee of Parent have, and the sole stockholder of HCI has, in each case, determined that it is in the best interests of their respective corporations to enter into this Agreement and have approved this Agreement and the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound, the parties hereto agree as follows:


CERTAIN DEFINITIONS AND OTHER MATTERS

Certain Definitions . As used in this Agreement, the following terms have the respective meanings set forth below.

"ACTION" means any administrative, regulatory, judicial or other formal proceeding by or before any Governmental Authority or arbitrator.
"ADDITIONAL ASSETS" means the Cash Amount and the HIBSA Equity Interest.
"AFFILIATE" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the members of the board of directors or other governing body of a Person, and the terms "controlled" and "controlling" have correlative meanings. For purposes of this Agreement, Parent or any of its Affiliates shall be deemed not to be an "Affiliate" of Clorox or any of its Affiliates and Clorox or any of its Affiliates shall be deemed not to be an "Affiliate" of Parent or any of its Affiliates; provided , however , that following the Closing, Splitco shall be an "Affiliate" of Parent and shall not be an "Affiliate" of Clorox.
"AFFILIATED GROUP" means an affiliated group as that term is defined in Section 1504(a) of the Code.
"ANCILLARY AGREEMENTS" means the Tax Matters Agreement, the Co-Pack Agreements, the Distribution Agreement, the IP Licenses and the Transition Services Agreement, each of which shall be substantially in the form of the applicable exhibit to this Agreement.
"ANTITRUST DIVISION" means the Antitrust Division of the United States Department of Justice.
"BUSINESS BENEFIT PLAN" means each Employee Benefit Plan that (i) is sponsored or maintained by Splitco or Clorox Korea or with respect to which Splitco or Clorox Korea has any obligation to contribute, is a party or otherwise bound or may have any material liability or (ii) covers or provides benefits to or in respect of any individual employed or formerly employed by a Clorox Entity or an Affiliate thereof and whose services are or were Related to the Transferred Businesses (or his or her beneficiary or dependent) and in which any such individual (or beneficiary or dependent) is eligible to participate (a) that is sponsored or maintained by Clorox or any of its Affiliates or (b) to which Clorox or any of its Affiliates contributes, is obligated to contribute, is a party or is otherwise bound.
"BUSINESS CONTRACTS" means the Contracts of Clorox or any of its Subsidiaries that are Related to the Transferred Businesses, including the Contracts referred to in Section 3.2(d) of Clorox's Disclosure Schedule, other than (i) any Contract of Clorox Korea constituting Excluded Assets and (ii) any Employee Benefit Plan not listed in such Schedule.
"BUSINESS DAY" means a day on which national banks are open for business in New York, New York and Dfcsseldorf, Germany.
"BUSINESS INTELLECTUAL PROPERTY" means, collectively, the Owned Intellectual Property and the Licensed Intellectual Property.
"BUSINESS PP&E" means, collectively, (a) the machinery and equipment referred to in Section 3.2(b) and (b) all buildings, structures, improvements, furnishings, furniture, fixtures, displays, machinery, equipment, appliances and other personal property of every kind and nature owned or leased by Clorox Korea, other than, in the case of clause (b), any such items constituting Excluded Assets.
"CASH AMOUNT" means an amount in cash equal to $2,094,626,041.
"CLAIMS" means any and all (i) claims, (ii) demands or (iii) causes of action (in the case of clause (iii), relating to or resulting from an Action).
"CLOROX Affiliated Group" means the Affiliated Group that includes Clorox as a common parent.
"CLOROX ENTITIES" means each Affiliate of Clorox (other than Splitco) that is engaged in the operation or conduct of one of the Transferred Businesses or that has title to any asset that constitutes a Business Asset or is subject to a liability that constitutes a Business Liability, in each case, as of the date of this Agreement or at any time prior to the Closing.
"CLOROX Federal Consolidated Return" means any U.S. Federal Consolidated Return for the Clorox Affiliated Group.
"CLOROX'S DISCLOSURE SCHEDULE" means the disclosure schedule that Clorox has delivered to HCI on the date of this Agreement prior to the execution hereof.
"CLOROX KOREA" means Clorox Korea Ltd., a company organized under the laws of the Republic of Korea, and any successor thereto.
"Code" means the United States Internal Revenue Code of 1986, as amended, or any successor law.
"CONFIDENTIAL BUSINESS INFORMATION" means marketing data, financial information, customer lists, supplier lists, pricing and cost information, business and marketing plans and proposals and other non-technical proprietary business information.
"CONFIDENTIALITY AGREEMENT" means the confidentiality agreement between Clorox and Parent dated August 30, 2004 and agreed September 17, 2004.
"CONTRACT" means any legally binding contract, agreement, indenture, deed of trust, license, note, bond, loan instrument, mortgage, lease, purchase or sales order, guarantee and any similar undertaking, commitment, understanding or arrangement, whether written or oral.
"CO-PACK AGREEMENTS" means each of the Co-Pack Agreements to be entered into by and between the Subsidiary of Clorox designated therein and Splitco as of the Closing set forth in Exhibits A-1 , A-2 and A-3 hereto.
"DISTRIBUTION AGREEMENT" means the Distribution Agreement to be entered into by and between Clorox International Corporation and Clorox Korea as of the Closing set forth in Exhibit B hereto.
"EMPLOYEE BENEFIT PLAN" means each material (i) "employee benefit plan," within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and (ii) employment, consulting, severance, termination, retirement, change in control, retention, incentive or deferred compensation, bonus, stock option or other equity based, vacation or holiday pay, dependent care assistance, excess benefit, salary continuation, medical, life, disability or other welfare or fringe benefit or compensation plan, policy, program, agreement, arrangement or commitment.
"ENCUMBRANCES" means security interests, liens (statutory or otherwise), Claims, charges, title defects, mortgages, pledges, easements, encroachments, restrictions on use, rights-of-way, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions (including restrictions on transfer) or other encumbrances of any nature whatsoever.
"ENVIRONMENT" means any ambient workplace or indoor air, surface water, drinking water supply, groundwater, land surface or subsurface strata, river sediment and buildings, structures and fixtures.
"ENVIRONMENTAL CLAIM" means any legal proceeding, lien, order, notice of violation or investigation, or demand from any Governmental Authority or any Person (other than HCI or its Affiliates) alleging liability under Environmental Law, resulting from or based upon: (a) the failure to comply with Environmental Law; (b) the failure to comply with any Environmental Permit; (c) the presence in the Environment or Release of, or human exposure to, any Regulated Substance or any other substance, material or waste alleged to be toxic, hazardous or dangerous; or (d) the obligation to conduct any Remedial Action.
"ENVIRONMENTAL LAW" means any applicable Law concerning: (a) the Environment, including pollution, contamination, cleanup, preservation, protection, and reclamation thereof; (b) human health or safety to the extent relating to workplace conditions or the exposure of employees and other persons to any Regulated Substance; (c) any Release or threatened Release of any Regulated Substance; or (d) the environmental aspects of the management of any Regulated Substance, including the manufacture, generation, use, treatment, handling, storage, disposal, transportation, re-use, recycling or reclamation of any Regulated Substance.
"ENVIRONMENTAL PERMIT" means any permit, registration, approval, identification number, license or other authorization required under or issued pursuant to any Environmental Law.
"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended.
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended.
"EXISTING AGREEMENTS" means the Stockholder's Agreements, the Share Repurchase Agreement and the HIBSA Agreement.
"Federal Consolidated Return" means any U.S. Federal Tax Return for an Affiliated Group.
"Federal Income Tax" means any Tax imposed by Subtitle A or F of the Code.
"FTC" means the United States Federal Trade Commission.
"GAAP" means United States generally accepted accounting principles.
"GOVERNMENTAL AUTHORITY" means any supranational, national, federal, state or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, commission, court, ministry or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity or self-regulatory body or stock exchange established by a Governmental Authority to perform any of such functions.
"HENKEL DIRECTORS" means Mr. Christoph Henkel, Dr. Klaus Morwind, Mr. Michael Shannon and any predecessor member of the Clorox Board of Directors who served as such at the request of Parent under the Stockholder's Agreements.
"HIBSA" means Henkel Iberica S.A., a company organized under the laws of the Kingdom of Spain.
"HIBSA AGREEMENT" means the Joint Venture Agreement, dated as of October 1, 1985, together with the Joint Venture Termination Agreement, dated as of October 2, 1985, in each case between Clorox and Parent.
"HIBSA EQUITY INTEREST" means Clorox's equity interest in HIBSA as of the date hereof.
"Income Tax" means any Federal Income Tax, State Income Tax, or any Tax imposed by any country or any possession of the United States, or by any political subdivision of any country or United States possession, which is an income tax as defined in Treas. Reg. a7 1.901 ?2 or as defined in any relevant United States income Tax treaty.
"INDEBTEDNESS" of any Person means, without duplication, (a) all obligations of such Person for money borrowed; (b) all obligations of such Person evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (c) all obligations of such Person issued or assumed for deferred purchase price payments associated with acquisitions, divestitures or other similar transactions; (d) all obligations of such Person under leases required to be capitalized in accordance with GAAP, as consistently applied by such Person; and (e) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance, guarantees or similar credit transaction, excluding in all cases in clauses (a) through (e) current accounts payable, trade payables and accrued Liabilities incurred in the ordinary course of business.
"INSECTICIDES BUSINESS" means the business of developing, manufacturing, improving, marketing, distributing and/or selling the products described in Annex I to this Agreement.
"INSURANCE POLICIES" means each insurance policy (other than relating to Employee Benefit Plans), which, as of the date hereof or hereafter until the Closing, is maintained by or on behalf of or provides coverage to Clorox or any of its Affiliates primarily with respect to the Transferred Businesses.
"IP LICENSES" means the Intellectual Property Licenses to be entered into by and between Clorox and Splitco as of the Closing set forth in Exhibits C-1 and C-2 hereto.
"KOREAN REAL PROPERTY LEASE" means the lease agreement dated as of May 1, 2003, between Union Steel Co. Ltd., as lessor, and Clorox Korea, as lessee, with respect to 890 Daechi-dong, Gangnam-gu, Seoul.
"LAWS" means all national, federal, state or local laws (including common law), constitutions, statutes, codes, rules, regulations, ordinances, directives, concessions, executive orders, decrees or requirements of a Governmental Authority having the force of law.
"LIABILITIES" means any and all debts, liabilities, commitments and obligations, whether or not fixed, contingent or absolute, matured or unmatured, direct or indirect, liquidated or unliquidated, accrued or unaccrued, known or unknown, whether or not required by GAAP to be reflected in financial statements or disclosed in the notes thereto.
"LICENSED INTELLECTUAL PROPERTY" means Intellectual Property that is (a) held for use under license by Splitco as of Closing or (b) held for use under license by Clorox Korea (other than, in the case of clause (b), any such Intellectual Property constituting an Excluded Asset).
"MATERIAL ADVERSE EFFECT" means, with respect to a Person or the Transferred Businesses, any change, effect, event, occurrence or state of facts which would be reasonably likely to be materially adverse to the business, properties, results of operations or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or the Transferred Businesses, taken as a whole, other than any change, effect, event, occurrence or state of facts (a) that is generally applicable in the economy of the United States or the Republic of Korea, (b) that is generally applicable in the United States securities markets, (c) affecting the home cleaning or insecticide consumer products industries generally (unless adversely affecting the Transferred Businesses in a materially disproportionate manner), (d) arising from or related to an act of terrorism (unless adversely affecting the Transferred Businesses in a materially disproportionate manner), or (e) arising from or related to the announcement or execution of this Agreement or any of the Ancillary Agreements (including the identity of Clorox's or any Clorox Entity's counterparties hereunder or thereunder) or the consummation of the transactions contemplated hereby or thereby. For the avoidance of doubt, the term Material Adverse Effect as applied to the Transferred Businesses shall be deemed to be a reference to the Transferred Businesses without taking into account the Additional Assets pursuant to the Reorganization.
"OWNED INTELLECTUAL PROPERTY" means Intellectual Property that as of Closing is owned by Splitco or Clorox Korea.
"OWNED REAL PROPERTY" means the real property owned in fee by Clorox Korea.
"PERMITTED ENCUMBRANCES" means (a) Encumbrances for Taxes or other assessments or charges by Governmental Authorities that arise by operation of Law and are not yet due and payable, or that are being contested in good faith by appropriate proceedings; (b) mechanics', carriers', workers', materialmen's, warehousemen's and similar liens arising or incurred in the ordinary course of business; (c) Encumbrances on Business Assets arising in the ordinary course of business that do not and would not be reasonably likely to impair the continued use or operation of such Business Assets substantially as such assets are currently used or operated; and (d) Encumbrances disclosed in Section 4.11 of Clorox's Disclosure Schedule.
"PERSON" means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, firm, branch, registered office, Governmental Authority or any other entity.
"Pre-Closing Period" means any Tax Period ending on or before the Closing Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Closing Date.
"REAL PROPERTY" means, collectively, the Owned Real Property and the leasehold estate in the real property leased to Clorox Korea pursuant to the Korean Real Property Lease.
"REGULATED SUBSTANCES" means any substance that in relevant quantity, form or concentration is listed, defined or regulated as a pollutant, contaminant, hazardous, dangerous or toxic substance, material or waste pursuant to any Environmental Law, including any explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products (including waste petroleum and petroleum products).
"RELATED TO THE TRANSFERRED BUSINESSES" means primarily related to, used primarily in, or primarily arising out of, one of the Transferred Businesses as conducted by Clorox and its Affiliates as of the date of this Agreement or at any time prior to the Closing.
"RELEASE" means any release, spill, emission, discharge, leaking, pumping, injection, deposit or disposal (as those terms are defined in any Environmental Law) at, into or onto the Environment.
"REMEDIAL ACTION" means any action, including any capital expenditure, which the Transferred Businesses are required to undertake pursuant to Environmental Law to (a) investigate, monitor, clean up, remove or treat any Regulated Substance in the Environment; or (b) prevent the Release or threat of Release, or minimize the further Release, of any Regulated Substance so it does not endanger or threaten to endanger the Environment or public health or welfare.
"RETAINED BUSINESS" means the business currently conducted by Clorox and its Affiliates, other than the Transferred Busi ...