1 EXHIBIT 10.13
1
EXHIBIT 10.13
Execution Copy
TRADEMARK ASSIGNMENT
This Trademark Assignment is made the 4th day of September, 1997, between
XXXXXX/MEADOW GOLD DAIRIES INVESTMENTS, INC., a Delaware corporation
("ASSIGNOR"), and SOUTHERN FOODS GROUP, L.P., a Delaware limited partnership
("ASSIGNEE").
WHEREAS,
I. Assignor has used and is the owner of trademarks listed in Schedule A,
together with common law rights therein (hereinafter, the "Trademarks"); and
II. The Trademarks are the subject of both federal and state registrations
and applications, details of which are set out in Schedule A hereto; and
III. The Trademarks are subject to a license agreement between Xxxxxx/Meadow
Gold Dairies Investments, Inc. and Xxxxxx/Meadow Gold Dairies, Inc., a Delaware
corporation, in Ogden, Utah, a copy of which is attached as Schedule B;
IV. Assignor has agreed to assign to Assignee all rights of Assignor in the
Trademarks, including all property, right, title and interest in and to the
Trademarks, including the registrations listed in Exhibit A hereto, and the
goodwill associated therewith.
NOW THIS DEED WITNESSETH AS FOLLOWS:
For good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged), Assignor hereby assigns and conveys to Assignee
all Assignor's rights in the Trademarks, including all property, right, title,
and interest in and to the Trademarks, and the registrations and applications
for registration listed in Exhibit A hereto, the common law rights therein, the
goodwill associated with the business in which the Trademarks are used, and the
right to recover for past infringements thereof; and to collect any royalty
thereof; to hold the same unto Assignee absolutely.
Assignor agrees to assist Assignee in any ongoing or future disputes
involving the validity, infringement, or ownership of the Trademarks.
IN WITNESS WHEREOF, Assignor has executed this Assignment the date and
year first written above.
XXXXXX/MEADOW GOLD DAIRIES
INVESTMENTS, INC.
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Xxxxx X. Xxxxxxx, Vice President
TRADEMARK ASSIGNMENT - Page 1
2
ACCEPTED BY:
SOUTHERN FOODS GROUP, L.P.
By: SFG Management Limited Liability
Company, its General Partner
By: /s/ XXXXXXX X. XXXX
--------------------------------
Xxxxxxx X. Xxxx, Assistant
Secretary
STATE OF )
------------- )
COUNTY OF )
-------------
BEFORE ME, on this day personally appeared Xxxxx X. Xxxxxxx, known to
me to be the person whose name is subscribed to the foregoing instrument on
behalf of Xxxxxx/Meadow Gold Dairies Investments, Inc. and acknowledged to me
that he executed the same on behalf of the corporation as the Vice President
for the purposes and consideration therein expressed.
Subscribed to and sworn to before me this ______ day of September,
1997.
/s/
--------------------------------------------
Notary Public in and for the
State of ______________
Printed Name:
-------------------------------
My Commission Expires:
----------------------
TRADEMARK ASSIGNMENT - Page 2
3
SCHEDULE A
U.S. OR STATE REGISTRATION
TRADEMARK NO. OR U.S. APPLICATION NO. (SN) GOODS INCLUDING:
--------- -------------------------------- -----------------
BLUE VALLEY U.S. 1,088,264 Ice cream, namely, frozen ice cream packed
in bulk in various flavors, in regular,
lowfat and fat-free varieties.
BLUEBERRY WAFFLE CRUNCH S.N. 75/243,256 Ice cream and sherbet.
CHERRY BLOSSOM SWIRL S.N. 75/245,481 Ice cream and sherbet.
CHOCOLATE MIDNIGHT MADNESS S.N. 75/243,255 Ice cream and sherbet.
CRANBERRY-RASPBERRY BAY S.N. 75/209,503 Yogurt.
CRAZY MILK U.S. 1,991,763 Flavored fresh milk, namely, 2% lowfat
milk in various flavors such as blueberry,
strawberry, banana, chocolate and
chocolate peanut butter cup.
ECON-O-WAY U.S. 1,661,693 Flavored fresh milk, namely, 1% and 2%
lowfat milk, homogenized whole milk,
nonfat skim milk, 1% and 2% lowfat
chocolate milk, whole chocolate milk, skim
chocolate milk; fluid UHT milk processed
at ultra high temperatures for sale as
refrigerated or non-refrigerated, extended
life products, either aseptically or non-
aseptically packed, namely whole milk, 1%
and 2% lowfat milk, skim milk and lactose-
reduced and lactose free milk.
ECON-O-WAY U.S. 1,682,452 Fluid fresh milk, namely, 1% and 2% lowfat
milk, homogenized whole milk, nonfat skim
milk, 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk.
FABULOUS FRUIT SHORTCAKE S.N. 75/243,473 Ice cream and sherbet.
FARMSTEAD U.S. 1,406,961 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
3
4
FARMSTEAD U.S. 1,407,842 Fluid fresh milk, namely, 1% and 2% lowfat
milk, homogenized whole milk, nonfat skim
milk, 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk;
fluid UHT milk processed at ultra high
temperatures for sale as refrigerated or
non-refrigerated, extended life products,
either aseptically or non-aseptically
packed, namely whole milk, 1% and 2%
lowfat milk, skim milk and lactose-reduced
and lactose free milk.
XXXXXXXX U.S. 311,368 Frozen confections, namely, regular ice
cream sherbet and water ice pops on sticks
in various flavors and coatings.
FRUIT BLOSSOM DELIGHT S.N. 75/268,436 Sherbet.
GLACIER CLUB S.N. 75/125,446 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Alabama 104-950 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Arizona 17,325 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Connecticut 2500 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Florida 911,988 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
XXXXXXX XXXX Xxxxxxx X-0000 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Illinois 41,033 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Iowa 3255 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Kansas --- Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
XXXXXXX XXXX Xxxxxxxx 00000 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
4
5
GLACIER CLUB Louisiana --- Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
XXXXXXX XXXX Xxxxxxxx X00-000 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Minnesota 4125 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Mississippi G264 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Missouri 4720 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB New Hampshire --- Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB New Mexico 9278 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB North Carolina --- Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Rhode Island 81-3-16 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
XXXXXXX XXXX Xxxxx Xxxxxxxx 0000 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GLACIER CLUB Texas 28,961 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
GO LIGHTLY & Design U.S. 1,331,064 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk, nonfat skim
milk, 1% and 2% lowfat chocolate milk,
whole chocolate milk and skim chocolate
milk.
GRAND OLD VANILLA U.S. 1,064,973 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat free varieties.
5
6
HOLLAND DUTCH TREAT U.S. 746,288 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk, nonfat skim
milk, 1% and 2% lowfat chocolate milk,
whole chocolate milk, and skim chocolate
milk; ice cream, namely frozen ice cream
packed in bulk in various flavors in
regular, lowfat and fat free varieties.
HOLLAND DUTCH & DESIGN U.S. 1,872,664 Refrigerated yogurt in regular and lowfat
varieties.
HONEY ALMOND OASIS S.N. 75/263,322 Yogurt.
HONEY LIGHT U.S. 1,637,620 Refrigerated yogurt in regular and lowfat
varieties.
JAVA & CREAM S.N. 75/243,257 Ice cream and sherbet.
LITE-LINE (Stylized Letters) U.S. 929,657 Fluid fresh milk, namely 1% and 2% lowfat
milk, nonfat skim milk, 1% and 2% lowfat
chocolate milk, and skim chocolate milk,
fluid UHT milk processed at ultra high
temperatures for sale as refrigerated or
non-refrigerated, extended life products,
either aseptically or non-aseptically
packed, namely; 1% and 2% lowfat milk and
skim milk.
LITE-LINE U.S. 1,178,356 Refrigerated yogurt in regular, lowfat and
fat-free varieties and in various flavors;
cottage cheese in regular, lowfat and fat-
free varieties.
MALT ASSAULT S.N. 75/243,258 Ice cream and sherbet.
MARVELOUS MOCHA S.N. 75/245,478 Ice cream and sherbet.
MEADOW GOLD (Stylized Letters) U.S. 145,605 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties.
6
7
MEADOW GOLD (Stylized Letters) U.S. 173,261 Fluid fresh milk, namely, 1% lowfat milk,
2% lowfat milk; homogenized whole milk,
nonfat skim milk; 1% and 2% lowfat
chocolate milk, whole chocolate milk, skim
chocolate milk and buttermilk, all of
these HTST products, being sold in
paperboard and plastic containers; fluid
HTST cream, namely, whipping, heavy cream,
light cream, half-and-half, and fat-free
cream, fluid UHT milk processed at ultra
high temperatures for sale as refrigerated
and non-refrigerated, extended life
products, packed both aseptically and non-
aseptically; fluid UHT cream processed at
ultra-high temperatures for sale as
refrigerated and non-refrigerated,
extended life products packed both
aseptically and non-septically, namely,
heavy and light, half-and-half and fat-
free cream.
MEADOW GOLD (Stylized Letters) U.S. 281,436 Ice cream, namely, frozen ice cream packed
in bulk in various flavors in regular,
lowfat and fat-free varieties; butter in
regular, lowfat, salted and unsalted
varieties.
MEADOW GOLD (Stylized Letters) U.S. 285,893 Fluid fresh milk, namely, 1% lowfat milk
2% lowfat milk; homogenized whole milk,
nonfat skim milk; 1% and 2% lowfat
chocolate milk, whole chocolate milk, skim
chocolate milk and buttermilk, all of
these HTST products, being sold in
paperboard and plastic containers; fluid
HTST cream, namely, whipping, heavy cream,
light cream, half-and-half, and fat-free
cream, fluid UHT milk processed at ultra
high temperatures for sale as refrigerated
and non-refrigerated, extended life
products, packed both aseptically and non-
aseptically; fluid UHT cream processed at
ultra-high temperatures for sale as
refrigerated and non-refrigerated,
extended life products packed both
aseptically and non-aseptically, namely,
heavy and light, half-and-half and fat-
free cream.
MEADOW GOLD (Stylized Letters) U.S. 394,672 Orangeade.
MEADOW GOLD (Stylized Letters) U.S. 582,470 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk; nonfat skim
milk; 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk,
flavored milk and buttermilk; fluid HTS
cream, namely, whipping, heavy cream,
light cream, half-and-half, and fat-free
cream; fluid UHT milk processed at ultra
high temperatures for sale as refrigerated
or non-refrigerated, extended life
products, packed both aseptically, or non-
aseptically, namely, ice cream and sherbet
packed in bulk in various flavors in
regular, lowfat and fat-free varieties;
frozen confections, namely regular,
reduced sugar, and no sugar added ice
cream pops on sticks in various flavors;
ice cream bars and sandwiches; ice cream
cups, sour cream in regular and lowfat
varieties; fruit juices and drinks;
cottage cheese and yogurt in regular,
lowfat and non-fat varieties.
7
8
MEADOW GOLD & SHIELD DESIGN U.S. 1,936,181 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk; nonfat skim
milk; 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk,
eggnog and buttermilk; fluid HTS cream,
namely, whipping, heavy cream, light
cream, half-and-half, and fat-free cream;
fluid UHT milk processed at ultra high
temperatures for sale as refrigerated or
non-refrigerated, extended life products,
packed both aseptically, or non-
aseptically, namely, ice cream, frozen
yogurt and sherbet packed in bulk in
various flavors in regular, lowfat and
fat-free varieties; frozen confections,
namely regular, reduced sugar, and no
sugar added ice cream pops on sticks in
various flavors; ice cream bars and
sandwiches; ice cream cups, on sticks in
various flavors; ice cream bars and
sandwiches; sour cream in regular and
lowfat varieties; fruit juices and drinks;
cottage cheese and yogurt in regular,
lowfat and non-fat varieties; butter and
margarine in regular and lowfat varieties.
MEADOW GOLD 000,000
(Xxxxxxx)
XXXXXX XXXX 00000
(Xxxxxxx)
MEADOW GOLD 116-87
(Arkansas)
MEADOW GOLD 085406
(California)
MEADOW GOLD 851033105
(Colorado)
*MEADOW GOLD N/A
(Connecticut)
MEADOW GOLD 9524
(Delaware)
*MEADOW GOLD 900621
(Florida)
MEADOW GOLD 0000
(Xxxxxxx)
XXXXXX XXXX 00000
(Xxxxx)
MEADOW GOLD 60299
(Illinois)
MEADOW GOLD 5009-8021
(Indiana)
8
0
XXXXXX XXXX 0000
(Xxxx)
XXXXXX XXXX X/X
(Xxxxxx)
MEADOW GOLD 9465
(Kentucky)
MEADOW GOLD N/A
(Louisiana)
MEADOW GOLD 87-6790
(Maryland)
MEADOW GOLD M57-057
(Michigan)
MEADOW GOLD N/A
(Mississippi)
MEADOW GOLD 9510
(Missouri)
MEADOW GOLD 69145
(Nebraska)
MEADOW GOLD N/A
(Nevada)
MEADOW GOLD 7371
(New Jersey)
MEADOW GOLD R24419
(New York)
MEADOW GOLD 6987
(North Carolina)
MEADOW GOLD 21254
(Oklahoma)
MEADOW GOLD 976091
(Pennsylvania)
MEADOW GOLD N/A
(South Carolina)
MEADOW GOLD 685 1109
(Tennessee)
MEADOW GOLD 47328
(Texas)
MEADOW GOLD 28506
(Utah)
MEADOW GOLD 452
(Virginia)
9
00
XXXXXX XXXX X/X
(Xxxxxxxxx)
XXXXXX XXXX X/X
(Wyoming)
MEADOW LIGHT U.S. 1,544,637 Calorie-reduced butter; and dairy spread,
namely, lowfat butter spread.
MILK WAGON DESIGN U.S. 1,412,503 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk; nonfat skim
milk; 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk,
all of these HTST products being sold in
paperboard and plastic containers; fluid
HTST cream, namely whipping, heavy cream,
light cream, half-and-half, and fat-free
cream; fluid UHT milk processed at ultra
high temperatures for sale as refrigerated
or non-refrigerated, extended life
products, either aseptically, or non-
aseptically packed, namely whole milk, 1%
and 2% lowfat milk, skim milk and lactose-
reduced and lactose-free milk; fluid UHT
cream processed at ultra high temperatures
for sale as refrigerated or non-
refrigerated, extended life products,
either aseptically or non-aseptically
packed, namely heavy whipping, light,
half-and-half and fat-free creams; fresh,
refrigerated eggnog and UHT eggnog
processed at ultra high temperatures in
regular, light and fat-free varieties; ice
cream and frozen yogurt, namely frozen ice
cream, sherbet and yogurt packed in bulk
in various flavors in regular, lowfat and
fat-free varieties; frozen confections,
namely, regular, reduced sugar, and no
sugar added ice cream pops on sticks in
various flavors; ice cream bars and
sandwiches, ice cream cups and cones, both
containing bulk ice cream; cultured
products, namely, cottage cheese in
regular, lowfat and fat-free varieties,
sour cream in regular, lowfat and fat-free
varieties, ready-made sour cream dips;
sour half-and-half; yogurt in regular,
lowfat and fat-free varieties; butter in
regular, lowfat and fat-free varieties;
creamed cheese in regular and lowfat
varieties; orange juice and apple juice.
MINTERRIFIC S.N. 75/243,254 Ice cream and sherbet.
MOO JUICE S.N. 75/195,308 Milk and flavored milk.
MOUNTAIN HIGH & DESIGN U.S. 1,132,793 Refrigerated yogurt in regular lowfat and
non-fat varieties.
MOUNTAIN HIGH U.S. 1,132,794 Refrigerated yogurt in regular, lowfat and
non-fat varieties.
10
11
OLD FASHIONED RECIPE U.S. 1,496,023 Ice cream packed in bulk in various
flavors.
PACE U.S. 892,148 Fluid fresh milk, namely, 1% lowfat milk,
2% lowfat milk; homogenized whole milk,
nonfat skim milk; 1% and 2% lowfat
chocolate milk, whole chocolate milk, skim
chocolate milk and buttermilk; fluid HTST
cream, namely, whipping, heavy cream,
light cream, half-and-half, and fat-free
cream sold in paperboard and plastic
containers; fluid UHT milk and cream
processed at ultra high temperatures for
sale as refrigerated and non-refrigerated,
extended life products, packed both
aseptically and non-aseptically; cottage
cheese and sour cream in regular, lowfat
and nonfat varieties.
POINSETTIA U.S. 813,109 Fluid fresh milk, namely, 1% lowfat milk
2% lowfat milk; homogenized whole milk,
nonfat skim milk; 1% and 2% lowfat
chocolate milk, whole chocolate milk, skim
chocolate milk and butter milk; fluid UHT
milk processed at ultra high temperatures
for sale as refrigerated and non-
refrigerated, extended life products,
packed both aseptically and non-
aseptically.
RAINBOW RAPTURE S.N. 75/245,480 Ice cream and sherbet.
READY FRESH PACK U.S. 1,408,446 Cardboard milk containers.
RICH & FIT S.N. 75/263,321 Yogurt.
ROYAL DANISH S.N. 75/285,014 Non-dairy xxxxxxx and imitation dairy
products, namely, whipped cream, sour
cream, vegetable and dairy-based dip
mixes.
RUBY RED RASPBERRY S.N. 75/245,477 Ice cream and sherbet.
SHIELD DESIGN U.S. 644,259 Fluid fresh milk, namely 1% and 2% lowfat
milk, homogenized whole milk; nonfat skim
milk; 1% and 2% lowfat chocolate milk,
whole chocolate milk, skim chocolate milk;
fluid HTST cream, namely whipping, heavy
cream, light cream, half-and-half, and
fat-free cream; fluid UHT milk and cream
processed at ultra high temperatures for
sale as refrigerated or non-refrigerated,
extended life products, packed both
aseptically, or non-aseptically; ice cream
packed in bulk in various flavors in
regular, lowfat and fat-free varieties;
frozen confections, namely, regular,
reduced sugar, and no sugar added ice
cream pops on stick in various flavors;
ice cream bars and sandwiches; ice cream
cups and cones; cottage cheese in regular,
lowfat and non-fat varieties.
11
12
SKIM-LINE U.S. 1,825,314 Fluid fresh milk, namely, 1% lowfat milk
2% lowfat milk; homogenized whole milk,
nonfat skim milk; 1% and 2% lowfat
chocolate milk, whole, chocolate milk,
skim chocolate milk and buttermilk; fluid
UHT milk processed at ultra high
temperatures for sale as refrigerated and
non-refrigerated, extended life products,
packed both aseptically and non-
aseptically.
STARFLAKE U.S. 880,996 Cultured products, namely, refrigerated
yogurt, sour cream, creamed cheese, onion
dip and creamed cottage cheese in regular,
lowfat and fat free varieties.
STRAWBERRY MANGO ISLAND S.N. 75/254,596 Yogurt
SUPER SCOOP U.S. 1,194,419 Frozen dessert, namely, ice milk packed in
bulk in various flavors.
SVELTE U.S. 660,410 Low calorie frozen dessert, similar to ice
milk, packed in bulk in various flavors.
THE WAY YOGHURTS SUPPOSED TO U.S. 1,921,066 Refrigerated yogurt in regular, lowfat and
TASTE non-fat varieties.
THIRSTEE SMASH S.N. 75/183,282 Fruit flavored juice drinks containing
water.
TIC TAC TOE U.S. 809,357 Ice cream, namely, frozen ice cream and
sherbet packed in bulk in various flavors
in regular, lowfat and fat-free varieties.
TOTALLY NUTS S.N. 75/245,479 Ice cream and sherbet.
VANILLA VALLEY S.N. 75/254,592 Yogurt.
VIVA S.N. 75/244,533 Low fat fluid milk.
VIVA U.S. 1,283,514 Fluid fresh milk, namely, 1% lowfat milk
2% lowfat milk; non-fat skim milk; 1% and
2% lowfat chocolate milk, and skim
chocolate milk; fat-free cream; fluid UHT
milk processed at ultra high temperatures
for sale as refrigerated and non-
refrigerated, extended life products,
packed both aseptically and non-
aseptically; frozen confections, namely,
reduced sugar and non sugar added ice
cream pops on sticks in various flavors;
ice cream bars and sandwiches; ice cream
cups; sour cream in lowfat and non-fat
varieties; cottage cheese and refrigerated
yogurt in lowfat and non-fat varieties.
VIVA & DESIGN U.S. 1,334,580 Ice milk, namely, frozen milk packed in
bulk in various flavors.
VIVA-YO U.S. 1,071,902 Frozen yogurt packed in bulk in various
flavors; frozen confections made of
yogurt.
VIVA-YO (Stylized Letters) U.S. 1,165,701 Frozen yogurt confections.
12
