EXHIBIT 10.10
SHARED TECHNOLOGY LICENSE AGREEMENT (the "Agreement"),
dated as of December 31, 1996, between CONOPCO, INC., a New
York corporation ("Licensor"), and MBW FOODS INC. (f/k/a MBW
ACQUISITION CORP.), a Delaware corporation ("Licensee").
WHEREAS Licensor and Licensee have entered into an Asset Purchase
Agreement dated as of December 18, 1996 (the "Asset Purchase Agreement"),
providing for, among other things, the sale by Licensor of certain of its assets
to Licensee; and
WHEREAS, pursuant to Section 5.4 of the Asset Purchase Agreement,
Licensor and Licensee have agreed to enter into a Shared Technology License
Agreement pursuant to which Licensor shall grant certain rights in certain
technology owned by Licensor to Licensee on the terms and conditions set forth
herein.
NOW,THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, the parties hereto agree as follows:
1. Interpretation. Capitalized terms used herein and not defined
herein shall have the meanings assigned such terms in the Asset Purchase
Agreement.
2. License. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee a nonexclusive, perpetual and royalty-free
right and license to use, in connection with Licensee's operation of the
Business, any proprietary and/or confidential trade secrets, know-how, processes
and other technology of Licensor used or held for use by Licensor in connection
with the Business prior to the Closing Date other than the Transferred
Technology (the "Licensed Technology").
Nothing herein shall be construed as creating any joint venture,
partnership, or agency relationship between the parties hereto. Neither party
hereto may make any commitment, or settle any claim for or on behalf of the
other party without such other party's express written consent.
3. Infringements. Licensee shall notify Licensor of any infringement
by third persons of the Licensed
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Technology that may come to Licensee's attention. Licensor shall have the sole
right to determine what action, if any, shall be taken to remedy such
infringements, which action shall be taken at Licensor's expense.
4. Notices. Any notice or other communication given under this
Agreement shall be in writing and either shall be (i) delivered personally; (ii)
sent by documented overnight delivery service; (iii) sent by facsimile
transmission, provided that a confirmation copy thereof is sent no later than
the business day following the day of such transmission by documented overnight
delivery service or first class mail, postage prepaid (certified or registered
mail, return receipt requested); or (iv) sent by first class mail, postage
prepaid (certified or registered mail, return receipt requested). Such notice
shall be deemed to have been duly given (i) on the date of delivery, if
delivered personally; (ii) on the business day after dispatch by documented
overnight delivery service, if sent in such manner; (iii) on the date of
facsimile transmission, if so transmitted; or (iv) on the fifth business day
after sent by first-class mail, postage prepaid, if sent in such manner. Notices
or other communications shall be directed to the following addresses:
Notices to Licensor:
Conopco, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Company Secretary
Notices to Licensee:
MBW Foods Inc.
c/o Dartford Partnership L.L.C.
000 Xxxxxxxxxx Xxxxxx; Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxx X. Xxxxxx
5. Assignment. This Agreement may not be assigned in whole or in
part by Licensee without the prior written consent of Licensor; provided,
however, that Licensee may assign, in whole or in part, its rights and
obligations under this Agreement (i) to any party that acquires all or any part
of the Business and (ii) as security to its lenders in respect of the Financing
(or as collateral security in connection with any other financing
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so long as the proceeds thereof are used for businesses of or acquisitions by
Licensee, its successors or its subsidiaries) if so requested, provided,
however, that in the event of any such assignment of this Agreement, Licensee
shall notify Licensor of such assignment within two business days thereof. This
Agreement may be assigned by Licensor without Licensee's consent.
6. Governing Law. This Agreement shall be governed by the laws of
the State of New York, without regard to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names by their duty authorized representatives.
CONOPCO, INC.
by
/s/ Mart Laius
----------------------------
Name: Mart Laius
Title: Vice President
MBW FOODS INC.
by
/s/ Xxx Xxxxx
----------------------------
Name: Xxx Xxxxx
Title: Executive Vice President
