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Exhibit 10.2
FIRST AMENDMENT TO LICENSE AGREEMENT
Amendment, dated as of February 13, 1998 (the "Amendment") to the License
Agreement, dated as of April 29, 1997, (the "Agreement"), by and between
Integrated Produce Systems, Inc., a Pennsylvania corporation ("IPS"), having its
principal office at 0 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000, and Farmington Fresh, a California corporation ("FF"), having its
principal place of business at 0000 Xxxxx Xxxxx Xxxxx 00, Xxxx Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxx 00000. Capitalized terms used in this Amendment and not
defined have the meanings assigned to such terms in the Agreement.
WHEREAS, pursuant to the Agreement, IPS has granted to FF a personal
license to make and sell fresh-cut apples using IPS Know-How and IPS Processing
Aids. In consideration for such license, FF has agreed to pay certain royalties
to IPS.
WHEREAS, the Parties desire to amend the Agreement to extend its duration.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Field of Use. Section 1.3 of the Agreement is replaced in its
entirety by the following language: "Field of Use" means Fuji and Granny Xxxxx
apples or parts thereof and their handling, processing, marketing and sale.
Additionally, the term "Fuji", everywhere it appears in Section 4.2 of the
Agreement, is hereby amended to read "Fuji and/or Granny Xxxxx".
2. Term of Agreement. Section 2.2 of the Agreement is replaced in its
entirety by the following language:
In order to establish a period of exclusivity for FF, IPS hereby agrees it
shall not grant any other license to make, have made, use, lease and sell
Licensed Products or to utilize Licensed Processes (in the Territory for
the Field of Use) during the period of time (the "Initial Term") commencing
with the Effective Date of this Agreement and terminating with the
expiration of five (5) years from December 1, 1997.
3. Extension Term. The first sentence of Section 2.3 of the Agreement is
replaced in its entirety by the following language.
After the expiration of the exclusive license under Section 2.2 above, the
parties may, by mutual consent not to be unreasonably withheld by either party,
extend the period of the exclusive license for another five (5) years (the
"Extension Term").
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4. Successors and Assigns. The following language will be added to the
end of Section 17.3 of the Agreement:
IPS acknowledges that in the event of any change of control of IPS (change
of control being defined as a change in ownership of 51% or more of the
issued share capital of IPS) that IPS will continue to be liable for its
obligations under this contract, as specific performance of the supply of
Apple Fresh(TM) is important to FF.
5. No Other Amendments. Except as expressly amended and modified herein,
the Agreement shall continue, and shall remain, in full force and effect in
accordance with its terms.
6. Counterparts. This Amendment may be executed in any number of
counterparts, which, when taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
FARMINGTON FRESH, INTEGRATED PRODUCE SYSTEMS,
A California Corporation INC., A Pennsylvania
Corporation
By: Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxx
Title: Title: Vice President-Sales
Date: February 13, 1998 Date: February 13, 1998
