PATENT SECURITY AGREEMENT

Exhibit 4.7

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 17th day of December, 2009, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Indenture, dated as of December 17, 2009 (the “Indenture”) the Issuers are issuing $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2016 (together with any Additional Notes and Exchange Notes, the “Notes”);

WHEREAS, the Noteholders are willing to purchase the Notes, but only upon the condition, among others, that the Grantor shall have executed and delivered to the Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of December 17, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Secured Parties, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or the Indenture.

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Secured Parties, a continuing third priority (subject to Permitted Collateral Liens) security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Patent Collateral”):

(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto, subject to the last paragraph of Section 2 of the Security Agreement;

(b) all reissues, reexaminations, continuations, divisionals, continuations in part, or extensions of the foregoing; and

(c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License.

3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patentable inventions or become entitled to the benefit of any patent application or patent for any reissue, reexamination, division, or continuation (in whole or in part), of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new patent rights. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement or any other Security Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by email transmission shall be deemed an original signature hereto.

7. CONSTRUCTION. Unless the context of this Patent Security Agreement or any other Security Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Patent Security Agreement or any other Security Document refer to this Patent Security Agreement or such other Security Document, as the case may be, as a whole and not to any particular provision of this Patent Security Agreement or such other Security Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified. Any reference in this Patent Security Agreement or in any other Security Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications,

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renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or in any other Security Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash of all Obligations other than unasserted contingent indemnification Obligations that are not required by the provisions of the Indenture to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Security Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

[signature page follows]

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IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:		BUMBLE BEE FOODS, LLC,
		a Delaware limited liability company
		By:		/s/ Xxxx XxXxxx
				Name:		Xxxx XxXxxx
				Title:		Executive Vice President and Chief Financial Officer
		XXXXXXX SEAFOOD (2001), INC.,
		a Delaware corporation
		By:		/s/ Xxxx XxXxxx
				Name:		Xxxx XxXxxx
				Title:		Executive Vice President and Chief Financial Officer
		BUMBLE BEE HOLDINGS, INC.,
		formerly known as Xxxxxxxxxxx’x Food Company, a Georgia corporation
		By:		/s/ Xxxx XxXxxx
				Name:		Xxxx XxXxxx
				Title:		Executive Vice President and Chief
						Financial Officer
		CLOVERLEAF HOLDINGS COMPANY,
		a Nova Scotia unlimited company
		By:		/s/ Xxxx XxXxxx
				Name:		Xxxx XxXxxx
				Title:		Treasurer
		XXXXXXX BROS. CLOVER LEAF SEAFOODS COMPANY,
		a Nova Scotia unlimited company
		By:		/s/ Xxxx XxXxxx
				Name:		Xxxx XxXxxx
				Title:		Treasurer

6162410 CANADA. LIMITED,
a corporation formed under the federal laws of Canada
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Treasurer
K.C.R. FISHERIES LTD., a corporation formed under the laws of New Brunswick
By:		/s/ Xxxx Xxxx
		Name:		Xxxx Xxxx
		Title:		Vice President and Treasurer
BB ACQUISITION (PR), L.P. a Delaware limited partnership
By:		Bumble Bee International (PR), Inc. its General Partner
By:		/s/ Xxxx XxXxxx
		Name:		Xxxx XxXxxx
		Title:		Executive Vice President
BUMBLE BEE INTERNATIONAL (PR), INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands
By:		/s/ Xxxx XxXxxx
		Name:		Xxxx XxXxxx
		Title:		Executive Vice President

CLOVER LEAF DUTCH HOLDINGS, LLC
a Delaware limited liability company
By:		/s/ Xxxx XxXxxx
		Name:		Xxxx XxXxxx
		Title:		Executive Vice President and Chief Financial Officer
BUMBLE BEE CAPITAL CORP. a Delaware corporation
By:		/s/ Xxxx XxXxxx
		Name:		Xxxx XxXxxx
		Title:		Executive Vice President and Chief Financial Officer
XXXXXXX BROS. HOLDINGS, L.P. a Delaware limited partnership
By:		CB HOLDINGS GP, LLC
By:		/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		Vice President and Secretary

AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Agent
By:		Deutsche Bank National Trust Company
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Vice President

SCHEDULE I

to

PATENT SECURITY AGREEMENT

Patent Registrations/Applications

Invention		Inventor(s)		Owner		Country		Application Number		Filing Date
Meat Concentrate Process		Xxxxxxxxxxx X. Xxxxx Xxxxxxx Xxxxxx		Bumble Bee Foods LLC		U.S.		12/031626		February 14, 2007
Composition Derived From a Meat Source and Processes for Making and Using Composition		Xxxxxxx Xxxxxx and Xxxxx Xxx Xxxxx		Bumble Bee Foods LLC and MPF, Inc.		U.S.		12/271,783; PET/US 2008/012830		November 14, 2008

Patent Licenses

Amended and Restated License Agreement dated October 8, 2009, between BBF and Muscle Protein Foods, Inc.