PATENT AND TRADEMARK SECURITY AGREEMENT

Exhibit 4.1.1

PATENT AND TRADEMARK SECURITY AGREEMENT

This Agreement, dated as of July 21, 2009, is made by and between MGP INGREDIENTS, INC., a Kansas corporation having a business location at the address set forth below next to its signature (the “Debtor”), and Xxxxx Fargo Bank, National Association (the “Xxxxx Fargo”), and having a business location at the address set forth below next to its signature.

Recitals

Company and Xxxxx Fargo are parties to a Credit and Security Agreement of even date herewith (as the same may hereafter be amended, supplemented or restated from time to time, the “Credit Agreement”) setting forth the terms on which Xxxxx Fargo may now or hereafter extend credit to or for the account of Company.

As a condition to extending credit to or for the account of Company, Xxxxx Fargo has required the execution and delivery of this Agreement by Company.

ACCORDINGLY, in consideration of the mutual covenants contained in the Loan Documents and herein, the parties hereby agree as follows:

1. Definitions. All terms defined in the Recitals hereto or in the Credit Agreement that are not otherwise defined herein shall have the meanings given to them therein. In addition, the following terms have the meanings set forth below:

“Patents” means all of Company’s right, title and interest in and to patents or applications for patents, fees or royalties with respect to each, and including without limitation the right to xxx for past infringement and damages therefor, and licenses thereunder, all as presently existing or hereafter arising or acquired, including without limitation the patents listed on Exhibit A.

“Security Interest” has the meaning given in Section 2.

“Trademarks” means all of Company’s right, title and interest in and to: (i) trademarks, service marks, collective membership marks, registrations and applications for registration for each, and the respective goodwill associated with each, (ii) licenses, fees or royalties with respect to each, (iii) the right to xxx for past, present and future infringement, dilution and damages therefor, and (iv) licenses thereunder, all as presently existing or hereafter arising or acquired, including, without limitation, the marks listed on Exhibit B.

2. Security Interest. Company hereby irrevocably pledges and assigns to, and grants Xxxxx Fargo a security interest (the “Security Interest”) with power of sale to the extent permitted by law, in the Patents and in the Trademarks to secure payment of the Indebtedness. As set forth in the Credit Agreement, the Security Interest is coupled with a security interest in substantially all of the personal property of Company.  This Agreement grants only the Security

Interest herein described, is not intended to and does not affect any present transfer of title of any trademark registration or application and makes no assignment and grants no right to assign or perform any other action with respect to any intent to use trademark application, unless such action is permitted under 15 U.S.C. § 1060.

3. Representations, Warranties and Agreements. Company represents, warrants and agrees as follows:

(a) Existence; Authority. Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and this Agreement has been duly and validly authorized by all necessary corporate action on the part of Company.

(b) Patents. Exhibit A accurately lists all Patents owned or controlled by Company as of the date hereof, or to which Company has a right as of the date hereof to have assigned to it, and accurately reflects the existence and status of applications and letters patent pertaining to the Patents as of the date hereof. If after the date hereof, Company owns, controls or has a right to have assigned to it any Patents not listed on Exhibit A, or if Exhibit A ceases to accurately reflect the existence and status of applications and letters patent pertaining to the Patents, then Company shall within 60 days provide written notice to Xxxxx Fargo with a replacement Exhibit A, which upon acceptance by Xxxxx Fargo shall become part of this Agreement.

(c) Trademarks. Exhibit B accurately lists all Trademarks owned or controlled by Company as of the date hereof and accurately reflects the existence and status of Trademarks and all applications and registrations pertaining thereto as of the date hereof; provided, however, that Exhibit B need not list common law marks (i.e., Trademarks for which there are no applications or registrations) which are not material to Company’s or any Affiliate’s business(es).  If after the date hereof, Company owns or controls any Trademarks not listed on Exhibit B (other than common law marks which are not material to Company’s or any Affiliate’s business(es)), or if Exhibit B ceases to accurately reflect the existence and status of applications and registrations pertaining to the Trademarks, then Company shall promptly provide written notice to Xxxxx Fargo with a replacement Exhibit B, which upon acceptance by Xxxxx Fargo shall become part of this Agreement.

(d) Affiliates. As of the date hereof, no Affiliate (other than X.X. Ingredients GmbH, to the extent set forth in Schedule 5.11 to the Credit Agreement) owns, controls, or has a right to have assigned to it any items that would, if such item were owned by Company, constitute Patents or Trademarks. If after the date hereof any Affiliate owns, controls, or has a right to have assigned to it any such items, then Company shall promptly either: (i) cause such Affiliate (other than X.X. Ingredients GmbH) to assign all of its rights in such item(s) to Company; or (ii) notify Xxxxx Fargo of such item(s) and cause such Affiliate to execute and deliver to Xxxxx Fargo a patent and trademark security agreement substantially in the form of this Agreement.

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(e) Title. Except as set forth in Schedule 5.11 to the Credit Agreement, Company has absolute title to each Patent and each Trademark listed on Exhibits A and B, free and clear of all Liens except Permitted Liens. Company (i) will have, at the time Company acquires any rights in Patents or Trademarks hereafter arising, absolute title to each such Patent or Trademark free and clear of all Liens except Permitted Liens, and (ii) will keep all Patents and Trademarks free and clear of all Liens except Permitted Liens.

(f) No Sale. Except as permitted in the Credit Agreement, Company will not assign, transfer, encumber or otherwise dispose of the Patents or Trademarks, or any interest therein, without Xxxxx Fargo’s prior written consent.

(g) Defense. Company will at its own expense and using commercially reasonable efforts, protect and defend the Patents and Trademarks against all claims or demands of all Persons other than those holding Permitted Liens.

(h) Maintenance. Company will at its own expense maintain the Patents and the Trademarks to the extent reasonably advisable in its business including, but not limited to, filing all applications to obtain letters patent or trademark registrations and all affidavits, maintenance fees, annuities, and renewals possible with respect to letters patent, trademark registrations and applications therefor.  Company covenants that it will not abandon nor fail to pay any maintenance fee or annuity due and payable on any Patent or Trademark, nor fail to file any required affidavit or renewal in support thereof, without first providing Xxxxx Fargo:  (i) sufficient written notice, of at least 30 days, to allow Xxxxx Fargo to timely pay any such maintenance fees or annuities which may become due on any Patents or Trademarks, or to file any affidavit or renewal with respect thereto, and (ii) a separate written power of attorney or other authorization to pay such maintenance fees or annuities, or to file such affidavit or renewal, should such be necessary or desirable.

(i) Xxxxx Fargo’s Right to Take Action. If Company fails to perform or observe any of its covenants or agreements set forth in this Section 3, and if such failure continues for a period of ten (10) calendar days after Xxxxx Fargo gives Company written notice thereof (or, in the case of the agreements contained in subsection (h), immediately upon the occurrence of such failure, without notice or lapse of time), or if Company notifies Xxxxx Fargo that it intends to abandon a Patent or Trademark, Xxxxx Fargo may (but need not) perform or observe such covenant or agreement or take steps to prevent such intended abandonment on behalf and in the name, place and stead of Company (or, at Xxxxx Fargo’s option, in Xxxxx Fargo’s own name) and may (but need not) take any and all other actions which Xxxxx Fargo may reasonably deem necessary to cure or correct such failure or prevent such intended abandonment.

(j) Costs and Expenses. Except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, Company shall pay Xxxxx Fargo on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees and

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disbursements) incurred by Xxxxx Fargo in connection with or as a result of Xxxxx Fargo’s taking action under subsection (i) or exercising its rights under Section 6, together with interest thereon from the date expended or incurred by Xxxxx Fargo at the Default Rate.

(k) Power of Attorney. To facilitate Xxxxx Fargo’s taking action under subsection (i) and exercising its rights under Section 6, Company hereby irrevocably appoints (which appointment is coupled with an interest) Xxxxx Fargo, or its delegate, as the attorney-in-fact of Company with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of Company, any and all instruments, documents, applications, financing statements, and other agreements and writings required to be obtained, executed, delivered or endorsed by Company under this Section 3, or, necessary for Xxxxx Fargo, after an Event of Default, to enforce or use the Patents or Trademarks or to grant or issue any exclusive or non-exclusive license under the Patents or Trademarks to any third party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of the Patents or Trademarks to any third party. Company hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein shall terminate upon the termination of the Credit Agreement as provided therein and the payment and performance of all Indebtedness.

4. Debtor’s Use of the Patents and Trademarks. Company shall be permitted to control and manage the Patents and Trademarks, including the right to exclude others from making, using or selling items covered by the Patents and Trademarks and any licenses thereunder, in the same manner and with the same effect as if this Agreement had not been entered into, so long as no Event of Default occurs and remains uncured.

5. Events of Default. Each of the following occurrences shall constitute an event of default under this Agreement (herein called “Event of Default”):  (a) an Event of Default, as defined in the Credit Agreement, shall occur; or (b) Company shall fail promptly to observe or perform any covenant or agreement herein binding on it; or (c) any of the representations or warranties contained in Section 3 shall prove to have been incorrect in any material respect when made.

6. Remedies. Upon the occurrence of an Event of Default and at any time thereafter, Xxxxx Fargo may, at its option, take any or all of the following actions:

(a) Xxxxx Fargo may exercise any or all remedies available under the Credit Agreement.

(b) Xxxxx Fargo may sell, assign, transfer, pledge, encumber or otherwise dispose of the Patents and Trademarks.

(c) Xxxxx Fargo may enforce the Patents and Trademarks and any licenses thereunder, and if Xxxxx Fargo shall commence any suit for such enforcement, Company shall, at the request of Xxxxx Fargo, do any and all lawful acts and execute any and all proper documents required by Xxxxx Fargo in aid of such enforcement.

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7. Miscellaneous. This Agreement can be waived, modified, amended, terminated or discharged, and the Security Interest can be released, only explicitly in a writing signed by Xxxxx Fargo. A waiver signed by Xxxxx Fargo shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Xxxxx Fargo’s rights or remedies. All rights and remedies of Xxxxx Fargo shall be cumulative and may be exercised singularly or concurrently, at Xxxxx Fargo’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. All notices to be given to Debtor under this Agreement shall be given in the manner and with the effect provided in the Credit Agreement. Xxxxx Fargo shall not be obligated to preserve any rights Company may have against prior parties, to realize on the Patents and Trademarks at all or in any particular manner or order, or to apply any cash proceeds of Patents and Trademarks in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Company and Xxxxx Fargo and their respective participants, successors and assigns and shall take effect when signed by Company and delivered to Xxxxx Fargo, and Company waives notice of Xxxxx Fargo’s acceptance hereof. Xxxxx Fargo may execute this Agreement if appropriate for the purpose of filing, but the failure of Xxxxx Fargo to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any financing statement signed by Company shall have the same force and effect as the original for all purposes of a financing statement. This Agreement shall be governed by the internal law of Minnesota without regard to conflicts of law provisions. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Indebtedness.

[Signatures follow]

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THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Patent and Trademark Security Agreement as of the date written above.

000 Xxxxxxxxxx Xxxxxx	MGP INGREDIENTS, INC.
Xxxxxxxx, XX 00000	a Kansas corporation
Telecopier: (000) 000-0000
Attention: Xxxx Xxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxx
e-mail: xxxx.xxxxxx@xxxxxxxxxxxxxx.xxx	Name: Xxxxxxx X. Xxxxxxx
	Its President

STATE OF MISSOURI	)
	)
COUNTY OF XXXXXXX	)

The foregoing instrument was acknowledged before me this 21 day of July, 2009, by Xxxxxxx X. Xxxxxxx, the President of MGP Ingredients, Inc., a Kansas corporation, on behalf of the corporation.

/s/ Martisua Xxx Xxxxx

Notary Public

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Xxxxx Fargo Bank, National Association		XXXXX FARGO BANK, NATIONAL ASSOCIATION
Xxxxx Fargo Business Credit
MAC N9312-040
000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxx, XX 00000		By:	/s/ Xxxxx X. Xxxxxxx
Telecopier: (000) 000-0000			Xxxxx X. Xxxxxxx, Vice President
Attention: Xxxxx X. Xxxxxxx
e-mail: xxxxx.x.xxxxxxx@xxxxxxxxxx.xxx

STATE OF MINNESOTA		)
		)
COUNTY OF HENNEPIN		)

The foregoing instrument was acknowledged before me this 21 day of July, 2009, by Xxxxx X. Xxxxxxx, a Vice President of Xxxxx Fargo Bank, National Association, on behalf of the national association.

/s/ Xxxxxxxxx Xxxxxxx

Notary Public

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EXHIBIT A

UNITED STATES ISSUED PATENTS

Title			Patent Number		Issue Date
1.	Alcohol-Free Wet Extraction of Gluten Dough Into Gliadin and Glutenin		5610277		03/11/1997
2.	Modified Wheat Glutens and Use Thereof In Fabrication of Films		5747648		05/05/1998
3.	Modified Wheat Glutens and Use Thereof in Fabrication of Films		5965708		10/12/1999
4.	Modified Wheat Glutens and Use Thereof in Fabrication of Films		5977312		11/02/1999
5.	Gliadin-Containing Hairspray		5780013		07/14/1998
6.	Gliadin-Containing Cosmetic Formulations		5945086		08/31/1999
7.	Protein/Starch Paper Coating Compositions and Method of Use Thereof		6517625		02/11/2003
8.	Protein/Starch Paper Coating Compositions and Method of Use Thereof		6605367		08/12/2003
9.	Microwaveable Bread Products		6482454		11/19/2002
10.	Hydrolyzed Jojoba Protein		6552171		04/22/2003
11.	Method of Preparing Hydrolyzed Jojoba Protein		6716599		04/06/2004
12.	Hydrolyzed Jojoba Protein		6800736		10/05/2004
13.	Method of Preparing Hydrolyzed Jojoba Protein		6821525		11/23/2004
14.	Formulations Including Hydrolyzed Jojoba Protein		6649177		11/18/2003
15.	Liquid Foam Builder Containing Hydrolyzed Grain Protein		6749842		06/15/2004

16.	Unhydrolyzed Jojoba Protein Products Having High Simmondsin Concentration		6982164		01/03/2006
17.	Unhydrolyzed Jojoba Protein Products Having High Simmondsin Concentration and Methods of Producing the Same		6955913		10/18/2005
18.	Method of Hydrolyzing Jojoba Protein		7238516		07/03/2007
19.	Cosmetic Formulation Containing Unhydrolyzed Jojoba Protein		7070794		07/04/2006
20.	Process for Preparing Hybrid Proteins		7534459		05/19/2009
21.	Emulsion Stabilizing Starch Products		6809197		10/26/2004
22.	Polyvalent Metal-Substituted Starch Products		7166305		01/23/2007

UNITED STATES PATENT APPLICATIONS

Title			Serial Number		Filing Date
1.	High-Protein, Low-Carbohydrate Bakery Products		11/830,507		6/30/2007
2.	Process for Preparing Hybrid Proteins		11/459,198		6/21/2006
3.	Process for Preparing Hybrid Proteins		11/777,176		6/12/2007
4.	Resistant Starch-Hydrocolloid Blends and Uses Thereof		11/689,620		3/22/2007
5.	Thermotolerant Starch-Polyester Composites and Methods of Making Same		11/585,369		10/24/2006
6.	Starch-Plastic Composite Resins and Profiles Made by Extrusion		11/339,367		1/25/2006
7.	Pregelatinized Chemically Modified Resistant Starch Products and Uses Thereof		11/294,314		12/5/2005
8.	Mineral-Bound Starch Compositions and Methods of Making the Same		11/146,623		6/7/2005

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9.	Expanded Products with High Protein Content		11/115,441		4/27/2005
10.	Reversibly Swellable Granular Starch-Lipid Composites and Methods of Making the Same		11/146,671		6/7/2005
11.	Wheat Protein Isolates and their Modified Forms and Methods of Making		11/059,166		2/16/2005
12.	High-Protein, Reduced Carbohydrate Dessert and Other Food Products		10/851,896		5/21/2004
13.	High-Protein, Reduced Carbohydrate Bread and Other Food Products		10/851/899		5/21/2004
14.	High-protein, reduced-carbohydrated flat bakery and other food products		10/851,887		5/21/2004
15.	High-Protein, Reduced-Carbohydrate Bakery and Other Food Products		10/851,847		5/21/2004
16.	Composition and Method for Making High-Protein and Low-Carbohydrate Food Products		10/983,506		11/5/2004

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XXXXXXX X

XXXXXX XXXXXX ISSUED TRADEMARKS, SERVICE MARKS

AND COLLECTIVE MEMBERSHIP MARKS

REGISTRATIONS

Xxxx			Registration Number		Registration Date
1.	ARISE		2681958		01/28/2003
2.	COSMOGEL		2795149		12/16/2003
3.	FIBERRITE		3259490		07/03/2007
4.	FIBERSYM		3143069		09/12/2006
5.	FIBERSYM and Design (highly stylized S)		3086500		04/25/2006
6.	FOAM PRO		2083385		07/29/1997
7.	MGP INGREDIENTS		3032619		12/20/2005
8.	MGP INGREDIENTS, INC. and Design		3020190		11/29/2005
9.	MIDWEST GRAIN PRODUCTS		2926087		02/08/2005
10.	OMNI-SMOOTH		2891247		10/05/2004
11.	PASTA POWER		2243169		05/04/1999
12.	POLYTRITICUM		2355989		06/06/2000
13.	TERRATEK		3265875		07/17/2007
14.	WHEATEX		2076023		07/01/1997
15.	WHEATEX		3450542		06/17/2008
16.	GELBIND		2135094		07/15/1997
17.	CURE PRO		2143582		03/10/1998

APPLICATIONS

COLLECTIVE MEMBERSHIP MARKS

UNREGISTERED MARKS

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