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Exhibit 10.9
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT, made this 25th day of September, 1991, by and between Land
O'Lakes, Inc. a Minnesota cooperative corporation with its principal place of
business in Arden Hills, Minnesota (hereinafter "LOL") and Delicious Cookie
Company, Inc., an Illinois corporation with its principal place of business in
Des Plaines, Illinois (hereinafter "DCC").
WHEREAS, DCC desires to license the trademarks in Section 1.1 in the territory
identified in Section 1.2 in connection with the manufacture, marketing and sale
of certain cookie products; and
WHEREAS, LOL is willing to grant such license to DCC subject to the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:
1. Definitions.
The following definitions shall apply for the purposes of this Agreement:
1.1 Trademarks - The term "Trademarks" shall mean only the trademarks
set forth in Exhibit A attached hereto and hereby incorporated by
reference.
1.2 Territory - The term "Territory" shall mean only the United States,
its territories, all U.S. military bases. The parties agree that
additional countries, or portions thereof, may be added to the
definition of Territory upon the mutual agreement of the parties.
The parties acknowledge that mutually agreed upon minimum volumes
must be reached prior to the inclusion of additional countries to
the definition of Territory.
1.3 Licensed Products - The term "Licensed Products" shall mean
packaged, pre-baked cookies manufactured with butter in accordance
with formulas and specifications approved by LOL. The parties agree
that Licensed Products shall contain butter and/or butter/margarine
blend as an ingredient and the sole source of such butter and/or
butter margarine blend shall be LOL.
1.4 Net Sales - The term "Net Sales" shall mean gross sales of Licensed
Products less cash discounts and merchandising allowances. In no
event shall Net Sales be less than Ninety-One (91) percent of gross
sales.
2. Grant of License.
2.1 Subject to the terms and conditions set forth herein, LOL does
hereby grant to DCC a royalty-bearing, exclusive license to utilize
Trademarks in Territory in
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connection with the manufacture, marketing and sale of Licensed
Products. DCC hereby accepts such license.
2.2 The parties understand and agree that the license described herein
may not be expanded to include any trademarks, territory or products
other than Trademarks, Territory and Licensed Products unless this
Agreement is amended as provided for in Section 25 to specifically
provide for such expansion.
2.3 DCC agrees not to grant any license or sublicense to utilize
Trademarks and shall not otherwise assign or transfer any rights
granted by LOL pursuant to this Agreement.
2.4 The parties agree that nothing herein shall prohibit LOL from
utilizing or permitting third parties to utilize Trademarks in
Territory and any products other that Licensed Products, or outside
of Territory on any product, and LOL expressly reserves the right to
do so. All rights not expressed or licensed hereunder are retained
by LOL.
2.5 The parties agree that the Licensed Products shall not be
manufactured, processed or packaged by any third party without the
prior written approval of LOL.
3. Term.
The term of this Agreement shall commence on the day and year first above
written and shall continue for a period of ten (10) months (hereinafter
"Development Term"). If neither party has terminated the Agreement upon
the expiration of the Development Term, the parties agree that, commencing
upon the conclusion of the Development Term, the Agreement shall be
automatically renewed for an additional three (3) year period (hereinafter
"Expansion Term"). If neither party has terminated this Agreement upon the
expiration of the Expansion Term, the parties agree that, commencing upon
the conclusion of the Expansion Term, the Agreement shall be automatically
renewed for seven (7) successive one (1) year terms unless earlier
terminated as provided for in Section 4.
4. Termination.
4.1 Either party may terminate this Agreement at any time subsequent to
the Expansion Term, with or without cause, by providing the other
party with one (1) year's prior notice of its intent to terminate.
The termination shall be effective at the conclusion of the one (1)
year period.
4.2 In the event DCC fails to commence sales of Licensed Products in
markets representing at least five (5) percent of Territory prior to
the conclusion of the Development Term, the parties agree that LOL
may, in its sole discretion, terminate this Agreement by providing
DCC written notice of termination. The parties agree that
termination shall be effective seven (7) days following DCC's
receipt of such written notice.
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4.3 In the event DCC fails to be consistently marketing Licensed
Products in markets representing at least eighty (80) percent of
Territory with at least fifty (50) percent ACV by the conclusion of
the Expansion Term or in the event DCC fails to be achieving
reasonable progress to such goals during the Expansion Term, the
parties agree that LOL may, in its sole discretion, terminate this
Agreement by providing DCC with written notice of termination. The
parties agree that termination shall be effective seven (7) days
following DCC's receipt of such written notice.
4.4 In the event DCC breaches any of the provisions of Sections 6, 7, 9,
10, 11, 13, 16, 17 and 18, the parties agree that LOL may, in its
sole discretion, provide DCC with fifteen (15) days written notice
of termination and opportunity to cure. If the breach is not cured
within the fifteen (15) day period, this Agreement shall
automatically terminate at the end of such period. If the breach is
cured within the fifteen (15) day period, this Agreement shall
continue in full force and effect; provided, however, in the event
DCC breaches the same provision twice within any one (1) year
period, LOL may terminate this Agreement following the second breach
without any opportunity to cure.
4.5 In the event LOL breaches any of the provisions of Section 8, the
parties agree that DCC may, in its sole discretion, provide LOL with
fifteen (15) days written notice of termination and opportunity to
cure. If the breach is not cured within the fifteen (15) day period,
this Agreement shall automatically terminate at the end of such
period. If the breach is cured within the fifteen (15) day period,
this Agreement shall continue in full force and effect; provided,
however, in the event LOL breaches the same provision twice within
any one (1) year period, DCC may terminate this Agreement following
the second breach without any opportunity to cure.
4.6 In the event either party breaches any material provision of this
Agreement, except as set forth in Sections 4.4 and 4.5 above, the
non-defaulting party may provide the breaching party with sixty (60)
days written notice and opportunity to cure. If the breach is not
cured within the sixty (60) day period, this Agreement shall
automatically terminate at the end of such period. If the breach is
cured within the sixty (60) day period, this Agreement shall
continue in full force and effect.
4.7 In the event either party becomes insolvent; files or has filed
against it involuntarily a petition under the United States
Bankruptcy Code or under or pursuant to any state bankruptcy act or
under any similar Federal or state law; makes a general assignment
for the benefit of creditors; admits in writing its inability to pay
its debts generally as they become due; or suspends or terminates
its operations or liquidates or dissolves, then, without limitation,
this Agreement shall automatically terminate.
5. Effects of Termination.
5.1 Immediately upon the expiration or termination of this Agreement,
DCC shall cease all use of Trademarks. DCC further agrees to provide
to LOL all materials
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including, without limitation, all packaging, labeling, advertising
and promotional materials which utilize or in any way display
Trademarks; provided, however, in the event this Agreement is
terminated pursuant to the terms of either Sections 4.2 or 4.3, the
parties agree that DCC shall have up to one hundred twenty (120)
days to sell existing inventories of Licensed Products on DCC's
normal terms and conditions. The parties further agree that LOL may,
in its sole discretion, purchase all or a portion of Licensed
Products, or any component thereof, at DCC's actual cost.
5.2 Within reasonable period of time following expiration or
termination, but in no event more than four (4) months following
expiration or termination, DCC agrees to provide to LOL a final
royalty report and royalty payment.
6. Quality Assurance.
6.1 DCC agrees to provide for the opportunity and allow LOL's quality
assurance personnel, or their designated representatives, to inspect
and approve all facilities that supply ingredients or packaging for
Licensed Products or at which Licensed Products are going to be
manufactured or stored prior to the initial manufacture and on a
semi-annual basis thereafter; provided, however, in the event
Licensed Products at any time fail to comply with the provisions set
forth in Sections 7.2 and 7.4, LOL shall have the right to have a
representative present at its own expense for all production runs of
all Licensed Products at the facility(s) that produce the
substandard product(s) until all defects are resolved to LOL's
satisfaction. LOL agrees to provide DCC with reasonable prior notice
of such inspections.
6.2 DCC agrees to correct any defects that affects the quality of
Licensed Products noted by LOL's quality assurance personnel and
provide LOL with a written response detailing the actions taken to
correct such defects within thirty (30) days after such observations
were made by LOL's representatives.
7. Quality Control.
7.1 DCC acknowledges the valuable goodwill associated with Trademarks
and desires to maintain the validity of Trademarks and the goodwill
associated therewith and DCC agrees, therefore, to maintain high
standards in the manufacturing, packaging and storaging of Licensed
Products.
7.2 DCC agrees that Licensed Products shall be manufactured, packaged,
stored, distributed and marketed in accordance with all applicable
Federal, state and/or local laws and regulations. DCC further agrees
that all facilities utilized to manufacture, package or store
Licensed Products shall be maintained in accordance with all
applicable Federal, state and/or local laws and regulations.
7.3 DCC shall immediately notify LOL of any inspection by any local,
state or Federal regulatory agency of any facility at which Licensed
Products are
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manufactured, packaged or stored. DCC shall furnish LOL with copies
of all reports and analysis relating to such inspections for the
inspections which involve or may involve Licensed Products, their
ingredients or packaging materials or the equipment, machinery or
premises used to process or store Licensed Products. In the event
any samples of Licensed Products are collected by such regulatory
agency, DCC agrees to collect duplicate samples and immediately
forward such samples to LOL.
7.4 DCC agreed that Licensed Products shall be manufactured and packaged
in strict accordance with the formulas, product specifications,
quality specifications and samples approved by LOL prior to the
initial manufacture. In the event Licensed Products are not
manufactured and packaged in accordance with such formulas,
specifications and samples, LOL shall have the right to terminate
this agreement pursuant to Section 4.4. Additionally, LOL shall have
the right to require immediate corrective action and shall have the
right to place on hold any Licensed Products not meeting such
formulas, specifications and/or samples. In the event DCC desires to
make any changes to the formulas or specifications for Licensed
Products, DCC shall provide LOL with revised formulas, product and
quality specifications and samples for LOL's approval prior to the
manufacture of the revised of the Licensed Products. LOL shall
respond to such revisions as soon as reasonably possible. DCC agrees
not to manufacture revised Licensed Products without LOL's prior
consent.
7.5 DCC agrees to provide LOL with samples of all Licensed Products upon
request from LOL. DCC further agrees to make, within a period of two
(2) months, any reasonable changes requested by LOL which LOL deems
necessary to maintain the quality of Licensed Products.
7.6 DCC shall allow LOL to inspect a copy of all quality control manuals
and records which relate to the manufacture, packaging or storage of
Licensed Products. DCC agrees to manufacture, package and store
Licensed Products in strict accordance with such manuals.
7.7 DCC agrees to provide for the opportunity and allow LOL quality
control personnel to be present at its own expense at all production
runs of Licensed Products.
8. Ingredients Supplied by LOL.
8.1 The parties agree that any butter, butter/margarine blend or
margarine utilized in Licensed Products must be provided by LOL.
8.2 DCC agrees to provide LOL with a rolling three (3) month forecast of
DCC's requirements of ingredients to be supplied by LOL at least
fifteen (15) days prior tot he initial production of Licensed
Products and at least fifteen (15) days prior to the commencement of
each calendar month thereafter. The first month of such forecast
shall constitute a firm order and LOL agrees to provide DCC with the
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ingredients it ordered in accordance with the delivery dates
specified in the firm order.
8.3 LOL agrees that the price for the ingredients it furnishes to DCC
shall be in accordance with LOL's then current published price list
for such ingredients.
8.4 LOL agrees that the ingredients that it sells to DCC shall, as of
the date of shipment, not be adulterated or misbranded within the
meaning of any local, state or Federal law, regulation, ordinance,
rule or procedures and shall not be a product which may not be sold
in interstate commerce pursuant to the Food, Drug and Cosmetic Act,
as amended.
9. Royalty.
9.1 Within ten (10) days following the execution of this Agreement, DCC
agrees to pay to LOL the sum of Seventy-Five Thousand ($75,000.00)
dollars. The parties agree that Twenty-Five Thousand ($25,000.00)
dollars of such fee shall constitute a non-refundable license fee.
The remaining Fifty Thousand ($50,000.00) dollars shall be an
advance to be credited against future royalties.
9.2 The parties agree that during all terms of this Agreement DCC shall
pay to LOL a royalty in the amount of Three (3) percent of Net
Sales; provided, however, the parties agree that the price for a
case of Licensed Products shall be at least $15.25 per twelve unit
case of Licensed Products. Other case sizes shall be priced in
reasonable relation to the price of the twelve (12) unit case.
9.3 The parties agree, after one (1) year of the Expansion Term, to
negotiate in good faith a minimum royalty to be paid by DCC to LOL
each calendar year during the term(s) of the Agreement. The parties
further agree that if the annual royalties paid to LOL by DCC are
ever less than One Hundred Thousand dollars ($100,000.00), LOL shall
have the right to immediately terminate the Agreement; provided,
however, DCC shall have up to one hundred twenty (120) days to sell
existing inventories of Licensed Products on DCC's normal terms and
conditions.
9.4 The parties agree that all royalty payments shall be made by DCC
within thirty (30) days following the end of each calendar month
during the terms of this Agreement.
10. Advertising/Promotional Materials.
10.1 DCC shall submit to LOL and LOL shall approve prior to use, samples
of all materials including, without limitation, all packaging,
labeling, advertising and promotional materials, that utilize or
incorporate Trademarks in any way. LOL shall approve or communicate
any objection to such samples within ten (10) business days
following LOL's receipt of such materials or LOL's approval shall be
presumed. DCC agrees to make all changes requested by LOL.
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10.2 DCC agrees to spend at least Seven (7) percent of its gross sales
dollars from Licensed Products advertising and/or promoting Licensed
Products each year during the term(s) of this Agreement.
11. Trademark Protection.
11.1 DCC agrees that nothing herein shall give DCC any rights, title or
interest in or to Trademarks, accept the right to utilize Trademarks
in accordance with the terms of this Agreement, and that Trademarks
are the sole property of LOL and any goodwill generated from any and
all uses of Trademarks shall inure to the benefit of LOL.
11.2 DCC agrees to assign to LOL, on the expiration or termination of
this Agreement and without any additional consideration, any rights
and equities related to Trademarks and any goodwill incidental to
such rights that may be vested in DCC as a result of the activities
of DCC pursuant to this Agreement.
11.3 DCC acknowledges the valuable goodwill associated with the
Trademarks and it desires to maintain the validity of the Trademarks
and the goodwill associated with the Trademarks for the benefit of
LOL. DCC agrees, therefore, to utilize Trademarks in strict
accordance with proper Trademark usage and the directions of LOL.
DCC shall not, directly or indirectly, attack or assist a third
party in attacking the validity of Trademarks.
11.4 DCC agrees not to act, directly or indirectly, in any matter which
might lead a third party to believe that Trademarks are owned by
DCC.
11.5 On all packaging, labels, advertising and other materials which
utilize Trademarks, DCC agrees that:
(a) The registered trademark symbol "(R)" shall be utilized in
conjunction with the appropriately registered Trademarks and
the statement "_____ is (are) a registered trademark(s) of
Land O'Lakes, Inc.", with the blank to be filled in with a
name or names of the appropriate trademark(s), shall be
clearly displayed or;
(b) The trademark symbol "(TM)" shall be used in conjunction with
unregistered trademarks and trademarks used outside the scope
of their current registrations and the statement "LAND O LAKES
and the Indian Maiden design are trademarks of Land O'Lakes,
Inc." shall be clearly displayed.
11.6 DCC agrees not to seek any trademark registration anywhere in
connection with its use of Trademarks.
11.7 DCC agrees not to adopt or use any xxxx or symbol that is similar to
Trademarks or any of LOL's trademarks or tradenames.
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11.8 DCC agrees not to utilize Trademarks in any unauthorized manner.
11.9 DCC agrees upon the request of and at the expense of LOL, to
reasonably aid and assist LOL in the registration and maintenance of
Trademarks and in any litigation or resolution of claims with
respect to Trademarks.
11.10 DCC shall have no right to expand the scope of protection afforded
the Trademarks. DCC shall use the Trademarks as set forth in Exhibit
A and shall not use the Trademarks, including any modified version
thereof, in any way.
11.11 DCC agrees to notify LOL of any non-LOL trademarks or tradenames
which are similar in sight, sound, appearance remaining to
Trademarks. DCC expressly agrees that it shall take no action with
regards to such trademarks or tradenames other than notification of
LOL. LOL shall have the sole right to decide whether or not to take
action against such trademarks or tradenames.
12. Delicious Trademark Protection.
12.1 LOL agrees that nothing herein shall give LOL any rights, title or
interest in or to any of DCC's trademarks, accept the right to
utilize such trademarks in accordance with DCC's instructions of
packages of Licensed Products, and that such trademarks are the sole
property of DCC and any goodwill generated from any and all uses of
such trademarks shall inure to the benefit of LOL.
12.2 LOL agrees to assign to DCC, on the expiration or termination of
this Agreement and without any additional consideration, any rights
and equities related to DCC's trademarks and any goodwill incidental
to such rights that may be vested in LOL as a result of the
activities of LOL pursuant to this Agreement.
12.3 LOL acknowledges the valuable goodwill associated with the DCC's
trademarks and it desires to maintain the validity of such
trademarks and the goodwill associated with such trademarks for the
benefit of DCC. LOL agrees, therefore, to utilize such trademarks in
strict accordance with proper trademark usage and the directions of
DCC. LOL shall not, directly or indirectly, attack or assist a third
party in attacking the validity of DCC's trademarks.
12.4 LOL agrees not to act, directly or indirectly, in any matter which
might lead a third party to believe that DCC's trademarks are owned
by LOL.
12.5 LOL agrees not to seek any trademark registration anywhere in
connection with its use of DCC's trademarks.
12.6 LOL agrees not to adopt or use any xxxx or symbol that is similar to
DCC's trademarks.
12.7 LOL agrees not to utilize DCC's trademarks in any unauthorized
manner.
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12.8 LOL agrees upon the request of and at the expense of DCC, to
reasonably aid and assist DCC in the registration and maintenance of
DCC's trademarks and in any litigation or resolution of claims with
respect to such trademarks.
13. Representations and Warranties of DCC.
DCC hereby makes the following representations and warranties:
13.1 The making of this Agreement does not violate any rights or
obligations existing between DCC and any third party; and
13.2 Licensed Products shall not be adulterated or misbranded within the
meaning of any local, state or Federal law, regulation, ordinance,
rule or procedures and shall not be a product which may not be sold
in interstate commerce pursuant to the Food, Drug and Cosmetic Act,
as amended; and
13.3 Licensed Products shall be in compliance with all local, state and
Federal laws, regulations, ordinances, rules and procedures; and
13.4 Licensed Products shall be in strict compliance with all formulas,
specifications and samples.
14. Representations and Warranties of LOL.
LOL hereby makes the following representations and warranties:
14.1 The making of this Agreement does not violate any rights or
obligations existing between LOL and any third party; and
14.2 LOL has the right to Licensed Trademarks in accordance with the
terms and conditions of this Agreement.
15. Indemnification.
15.1 DCC hereby indemnifies and holds harmless LOL, and will defend or
cause LOL to be defended, from and against any and all claims,
demands, causes of action, losses, damages, costs and expenses
(including reasonable attorneys' fees) arising out of or in any way
connected with a breach by DCC of any of the representations or
warranties set forth in Section 13 above or arising from or in any
way connected with the intentional acts or omissions or negligence
of DCC or arising from or in any way connected with DCC's failure to
perform or failure to perform properly any of its contractual
obligations.
15.2 DCC hereby indemnifies and holds harmless LOL, and will defend or
cause LOL to be defended, from and against any and all claims,
demands, causes of action, losses, damages, costs and expenses
(including reasonable attorneys' fees) arising out of or in any way
connected with any defect in Licensed Products.
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15.3 LOL hereby indemnifies and holds harmless DCC and will defend or
cause DCC to be defended, from and against, any and all claims,
demands, causes of action, losses, damages, costs and expenses
(including reasonable attorneys' fees) arising out of or in any way
connected with LOL's breach of any of its representations or
warranties set forth in Section 14 above or arising out of or in any
way connected with LOL's intentional acts or omissions or negligence
or in any way connected with failure to perform or failure to
perform properly any of its contractual obligations, or arising out
of or in any way connected with LOL's breach of the provisions set
forth in Section 8.4.
16. Insurance.
16.1 At all times during the term(s) of this Agreement and for at least
one (1) year following the expiration or termination of this
Agreement, DCC shall provide to LOL documents evidencing the
existence of Comprehensive General Liability Insurance with combined
single limits of not less than One Million dollars ($1,000,000.00)
per occurrence per property damage and bodily injury. This insurance
shall include the following coverages:
(a) Contractual Liability covering the indemnity provisions
contained in this Agreement; and
(b) Products Liability, including completed operations, covering
all Licensed Products manufactured pursuant to this Agreement.
16.2 DCC agrees to carry at all times during the term(s) of this
Agreement workmen's compensation insurance in accordance with the
statutory limits required by the state in which Licensed Products
are manufactured.
16.3 The insurance policies required by this Section shall provide that
all such policies may not be cancelled or the coverages changed in
any material way without at least thirty (30) days written notice to
LOL.
17. Product Recovery.
LOL or DCC may determine whether or not to implement a product recall
recovery or retrieval relating to Licensed Products. DCC agrees to carry
out, in accordance with the procedures mutually agreed upon by the
parties, all product recalls, recoveries and retrievals for Licensed
Products and shall bear all costs and expenses associated therewith,
unless such product recall, recovery or retrieval is due solely to a
defect traced to LOL in which case LOL shall bear all costs and expenses
associated therewith.
18. Records.
18.1 DCC agrees to retain and maintain all records relating to Licensed
Products, including, but not limited to, production records, quality
control records, records relating to the type and cost of
advertising Licensed Products, records relating to
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the sales (gross and net) and other transfers of Licensed Products,
and all other related records for a period of at least one (1) year
following the expiration or termination of this Agreement.
18.2 DCC agrees that LOL shall be given access to and shall have the
right to inspect all such records on a confidential basis at any
time during DCC's normal business hours; provided, however, LOL
agrees to provide DCC with reasonable prior notice of such
inspection.
19. Competing Products.
DCC agrees that it shall not market or sell any product that competes,
directly or indirectly, with Licensed Products except such products as are
set forth in Exhibit B attached hereto and hereby incorporated by
reference.
20. Force Majeure.
Either party's failure to perform the terms and conditions of this
Agreement, in whole or in part, shall not be deemed a breach or a default
hereunder or give rise to any liability of either party to the other if
such failure is attributable to any act of God, riot, public enemy, fire,
explosion, flood, drought, war, sabotage, accident, action by governmental
authority or any other conditions beyond the reasonable control of the
other party.
21. Relationship of Parties.
This Agreement is not intended and shall not be construed to constitute
either party the joint venture or franchising partner, agent or legal
representative of the other, and neither party shall have any authority,
expressed, implied or apparent, to assume or create any obligations on
behalf of or in the name of the other party.
22. Severability.
The provisions of this Agreement shall be severable and the invalidity of
any provision, or portion thereof, shall not affect the enforceability of
the remaining provisions of this Agreement.
23. Waiver.
The waiver by either party of a breach of any provision of this Agreement
shall not constitute or be construed as a waiver of any future breach of
any provision(s) in this Agreement.
24. Notice.
Any notice required or permitted under this Agreement shall be deemed to
have been received within two (2) business days after written notice shall
have been deposited, first class, postage prepaid, in the United States
mail addressed to the respective parties as set
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forth below or to such address as each party may hereafter designate by
written notice to the other party:
To LOL: Land O'Lakes, Inc.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attn: Law Department
To DCC: Delicious Cookie Company, Inc.
0000 Xxxxx Xxxx
Xxx Xxxxxxx, XXX 00000
Attn: President
With a copy sent to:
Mr. Xxxxxx Slaw
Lapin, Hoff, Slaw & Xxxxxx
Suite 2780
000 X. XxXxxxx Xxxxx
Xxxxxxx, XX 00000
25. Complete Agreement; Modification.
This instrument sets forth the entire agreement between the parties
relative to the subject matter herein. Modification or amendment of any of
the provisions of this Agreement shall not be valid unless in writing and
signed by the parties hereto.
26. Governing Law.
This Agreement shall be governed by and construed in accordance with laws
of the State of Minnesota.
IN WITNESS WHEREOF, authorized representatives of the parties hereto have
executed this Agreement effective the day and year first above written.
DELICIOUS COOKIE COMPANY, INC. LAND O'LAKES, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxx
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Print Name: Xxxxxx Xxxxxx Print Name: Xxxxx X. Xxxx
------------------------- ---------------------------
Title: CEO Title: Vice President
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EXHIBIT A
[Land O'Lakes logo]
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EXHIBIT B
DELICIOUS brand pre-baked, thin butter cookies
DELICIOUS brand pre-baked, butter creme cookies
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