LICENSE AGREEMENT
License Number: 1004 Date: March 12, 1998
LICENSEE:
Purina Xxxxx, Inc.
0000 X. Xxxxxx Xxxx
Xx. Xxxxx, XX 00000
Xxxx Feed Technologies Company ("Licensor") is pleased to grant,
pursuant to the restrictions, terms and conditions set forth
herein, a license to use or practice the Textured Drying Process,
a process more fully described in U.S. Patent number 5,596,815
and hereinafter referred to as the "Patent Rights."
ARTICLE I
SPECIFIC LICENSE TERMS
1.1 GEOGRAPHIC RESTRICTIONS: Licensor grants this license to Licensee
without any geographic restriction.
1.2 AUTHORIZED EQUIPMENT: Subject to the restrictions set forth
in paragraph 2.2, Licensee may use or practice the Patent Rights
on any equipment, without any other restriction.
1.3 AUTHORIZED PRODUCTS: Subject to the restrictions set forth in
paragraph 2.2, Licensee may use or practice the Patent Rights to
process any product.
1.4 LENGTH OF TERM: Unless otherwise terminated pursuant to any
provision herein, the term of this License shall be perpetual,
commencing upon execution of this License Agreement.
1.5 LICENSE FEE AND PAYMENT TERMS: The License Fee shall be One
Hundred Dollars ($100.00), payable in immediately available funds
upon execution of this agreement. The License Fee shall be paid
in U.S. Dollars.
ARTICLE II
STANDARD TERMS AND CONDITIONS
In addition to the restrictions, terms and conditions set forth
in Article I, the license granted herein is subject to the
following standard terms and conditions:
2.1 WARRANTY. The Licensor warrants that it is the owner of the
right, title, and interest in and to the Patent Rights and has
the right to grant the within license.
2.2 LICENSE GRANT
(a) In consideration of the payment of the License Fee as
set forth in paragraph 1.5, and pursuant to the terms,
conditions and restrictions set forth herein, the
Licensor hereby grants to the Licensee, and the
Licensee hereby accepts from the Licensor, a
nonexclusive and nonassignable license to practice the
Patent Rights (i) for the geographic region described
in paragraph 1.1, (ii) on the equipment described in
paragraph 1.2, (iii) for the processing of the products
listed, and only those products listed, in paragraph
1.3, and (iv) for the length of time set forth in
paragraph 1.4. No other, further, or different license
nor any right to transfer, assign or sublicense is
hereby granted or implied. Any attempted transfer,
assignment or sublicensing of this license not
expressly authorized by this agreement shall be void.
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.
(b) Licensor hereby discloses and Licensee acknowledges
that Licensor has granted an exclusive license to a
party unaffiliated with either Licensor or Licensee to
process inedible eggs within the United States.
Licensee hereby agrees to not use the Patent Rights to
process inedible eggs in the United States. Inedible
eggs, as referred to herein, are defined as "inedible",
"leaker", "loss", "restricted egg" in 21 CFR Title 21 -
Code of Federal Regulations. "Inedible", "leaker",
"loss", and "restricted egg" are defined as and shall
include eggs of the following description: black rots,
yellow rots, white rots, mixed rots (addled eggs), sour
eggs with green whites, eggs with stuck yolks, moldy
eggs, musty eggs, eggs showing blood rings and eggs
containing embryo chicks (at or below the blood ring
stage), egg that has a crack or break in the shell and
shell membranes to the extent that the egg contents are
exposed or are exuding through the shell, egg that is
unfit for human food because it is smashed or broken so
that its contents are leaking or; overheated, frozen or
contaminated, or an incubator reject; or because it
contains a bloody white, large meal spots, a large
quantity of blood, or other foreign material. In
addition to the aforementioned, inedible egg shall also
be defined at AAFCO T9.74 Egg Product but only the
specific egg product classified as inedible for humans
and includes any product when processed with more than
10% solids from inedible egg product contained in the
finished product, which includes egg whites and egg
yolks which are considered not of a quality edible for
human consumption.
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2.3 TERMINATION
(a) If the Licensee shall become bankrupt or insolvent,
and/or if the business of the Licensee shall be placed
in the hands of a receiver, assignee, or trustee,
whether by the voluntary act of the Licensee or
otherwise, this license shall immediately terminate.
(b) Upon any breach or default under this license by
Licensee, the Licensor may immediately terminate this
license with written notice by registered mail to the
Licensee. Said notice shall become effective upon
receipt of such notice.
(c) Unless otherwise terminated pursuant to any terms and
conditions hereunder, this License Agreement shall
automatically terminate upon expiration of U.S. Patent
number 5,596,815.
(d) Upon any termination or expiration of this License
Agreement becoming effective, Licensee shall be
relieved of all rights, duties and obligations
hereunder except to pay to the Licensor any accrued
and unpaid license fees.
2.4 LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE
TO LICENSEE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR
INCIDENTAL DAMAGES ARISING OUT OF LICENSOR'S PERFORMANCE OR
BREACH UNDER THIS LICENSE AGREEMENT.
2.5 NONUSE OF NAMES. Licensee shall not, in connection with its
activities under this license, use the name of any inventor of
the Patent Rights nor of the Licensor, nor any adaptation of any
of them, in any advertising, promotional, or sales literature,
without prior written consent obtained from Licensor in each
case.
2.6 INFRINGEMENT. Licensee promptly shall give Licensor notice of
any suspected or third party infringement of one or more claims
of U.S. Patent number 5,596,815. Licensor shall have full right
to institute and shall bear the full cost of infringement suits
or other action against potential infringers. Licensee agrees to
fully cooperate in connection with any infringement action
involving U.S. Patent number 5,596,815 if reasonably requested to
do so by Licensor, its successors or assigns.
2.7 CONFIDENTIALITY. Without the prior written consent of the
Licensor, Licensee shall not disclose to any third party the
terms set forth in this License Agreement.
2.8 AMENDMENTS. This License Agreement may be amended, but only
by mutual written agreement of the parties. Either party hereto
may waive any rights to which it is
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entitled under this License Agreement at any time, but such
waiver shall be in writing and be strictly limited to the part
waived.
2.9 ENTIRE AGREEMENT. This License Agreement, embodies the entire
agreement and understanding of the parties hereto in respect of
the subject matter contained in this License Agreement; and this
License Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter. There are no restrictions, agreements, promises,
warranties, covenants or undertakings other than those expressly
set forth herein.
2.10 CHOICE OF LAW. The parties agree that this License Agreement
shall be construed and interpreted in accordance with the laws of
the state of Kansas, U.S.A. without regards to its conflict of
law principles.
2.11 RELATIONSHIP OF THE PARTIES. The parties are independent
contractors. Nothing herein shall be deemed or construed as
creating a relationship between the parties of employer/employee,
master/servant, principal/agent, fiduciary, partners or co-
venturers.
2.12 COUNTERPARTS. This License Agreement may be executed in
counterparts. If so, each counterpart shall be deemed to be an
original instrument, and any copy of this executed License
Agreement shall have as full force and effect as an original.
2.13 TERMINATION OF EARLIER LICENSE AGREEMENT. Upon execution of
this License Agreement and payment of all fees associated
therewith, any license to use or practice the Patent Rights
granted to Licensee by Licensor or Licensor's predecessor in
interest pursuant to an agreement of an earlier date is hereby
terminated. Neither Licensee, Licensor nor Licensor's predecessor
in interest have any further rights or obligations thereunder.
The parties so agree on the date first written above.
Licensor: Licensee:
XXXX FEED TECHNOLOGIES COMPANY PURINA XXXXX, INC.
/s/ X.X. Xxxxxx /s/ Xxxxx X. Xxxxxx
------------------------------ -----------------------------
Name: X.X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: President & C.E.O.
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