Amendment to License Agreement
Dated March 12, 1998
by and between
Xxxx Feed Technologies Company
and
Purina Xxxxx, Inc.
This Amendment (the "Amendment") is entered into as of June 24,
1999, between Xxxx Feed Technologies Company ("Xxxx"), and Purina Xxxxx,
Inc. ("Purina").
WHEREAS, Xxxx and Purina entered into a License Agreement dated March
12, 1998 (the "Agreement") wherein Xxxx granted a license to Purina to
use or practice the Textured Drying Process (the Patent Rights");
WHEREAS, Xxxx desires to license the Patent Rights to a third party and
sell the Patent Rights to another third party; and
WHEREAS, Xxxx and Purina each individually deem it in its best interest
to amend the Agreement pursuant to the terms set forth below to remove
any restriction prohibiting Xxxx from selling or granting a license to
the Patent Rights to these third parties, or others.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants set forth below, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Amendment. On line twelve in paragraph 2.2(a) of the
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Agreement, the following language shall be deleted:
"Notwithstanding the nonexclusivity of this license, for so
long as Xxxx Industries, Inc. and its affiliates directly or
indirectly own greater than 50% of the common stock of
Licensee, Licensor shall not grant a license to the Patent
Rights to any commercial feed producer in the United States
which is a direct competitor of Licensee."
2. Consideration. In consideration for amending the Agreement
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as set forth above, Xxxx shall pay to Purina the amount of Seven Hundred
Fifty Thousand Dollars (U.S. $750,000.00) to be payable by wire transfer
of immediately available funds at the execution of this Amendment.
3. Miscellaneous Terms.
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(a) All capitalized terms in this Amendment shall have the
same meaning as stated in the Agreement.
(b) Except as hereby amended, the parties hereto ratify and
confirm the terms and conditions of the Agreement, that such
Agreement shall remain in full force and effect and no other
modification to the terms therein shall be implied from this
Amendment.
IN WITNESS WHERE, Xxxx and Purina have each caused this Amendment to be
signed by their respective authorized officers on the date first written
above.
XXXX FEED TECHNOLOGIES COMPANY PURINA XXXXX, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Print Name: Xxxxx Xxxxxx Print Name: Xxxxxx X. Xxxxxx
Title: President Title: President & COO
