Patent License Agreement

PATENT LICENSE AGREEMENT


THIS PATENT LICENSE AGREEMENT ("Agreement") is entered into on this 19th day of September, 2002 (the "Effective Date") between SWIFT BRANDS COMPANY, a Delaware corporation ("Licensor") and CONAGRA FOODS, INC. ("Licensee").


WITNESSETH


WHEREAS, Licensor and Licensee have entered into a certain agreement ("Purchase Agreement"), pursuant to which Licensor has acquired certain business assets related to the production, distribution, marketing, advertising and sale of fresh beef, fresh pork and fresh lamb;


WHEREAS, under the terms and conditions of the Purchase Agreement, Licensor acquired from Licensee, all of Licensee's right, title, and interest to U.S. Patent No. 6,133,321 (the "Licensed Patent"); and


WHEREAS, in the Purchase Agreement, Licensor promised to license the Licensed Patent back to Licensee for use in Licensee's poultry operations.


AGREEMENT


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter contained, it is agreed as follows:


1. GRANT OF LICENSE


Licensor hereby grants to Licensee (including Licensee's Affiliates, as the term "Affiliates" is used in the Purchase Agreement), and Licensee hereby accepts from Licensor, a perpetual, world-wide, royalty-free license to use the technology described and claimed in Licensed Patent solely with respect to poultry (the "License"). Use of the technology described and claimed in the Licensed Patent in connection with any type of animal other than poultry is not included in the foregoing License, and is reserved by Licensor. The License shall be exclusive as to Licensee's use of the technology for poultry. The License does not include the right to sublicense any rights to the Licensed Patent, and Licensee agrees not to grant any such sublicense.


2. DISCLAIMER OF WARRANTIES


ALL SUBJECT MATTER LICENSED HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE LICENSED PATENT) IS LICENSED OR OTHERWISE PROVIDED ON AN "AS IS" BASIS. LICENSOR DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS


FOR A PARTICULAR PURPOSE, ASSOCIATED WITH THE LICENSED SUBJECT MATTER. LICENSOR DOES NOT ASSUME AND SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF LICENSEE'S USE OF OR OPERATION UNDER THE LICENSES HEREIN GRANTED. SPECIFICALLY, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE TITLE, ENFORCEABILITY, OR VALIDITY OF THE LICENSED PATENT, AND MAKES NO WARRANTY THAT THE TECHNOLOGY DESCRIBED AND CLAIMED IN THE LICENSED PATENT DOES NOT INFRINGE THE PATENT RIGHTS OR OTHER RIGHTS OF A THIRD PARTY.


3. RIGHT TO SUE


Licensor shall promptly notify Licensee if it learn that an entity may be infringing Licensee's exclusive rights to the Licensed Patent. Licensee shall promptly notify Licensor if it learns that an entity may be infringing the Licensed Patent. Initially, Licensor shall have the right to contact the suspected infringer and, if the situation warrants, to file a lawsuit against the suspected infringer. If Licensor does file suit against a suspected infringer, Licensor shall have sole control of the lawsuit, to the exclusion of Licensee, and shall be entitled to all money and other compensation received as a result of the lawsuit. Licensee shall cooperate with Licensor, at Licensor's expense, in the lawsuit. Licensee shall not be responsible for any costs or fees associated with any lawsuit initiated by Licensor.


If, after having a reasonable amount of time to evaluate the suspected infringement of the Licensed Patent, Licensor declines to ...