Trademark License Agreement

TRADEMARK LICENSE AGREEMENT







THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made and entered into as of this 26 th day of December, 2003, by and between DNA DREAMFIELDS COMPANY, LLC, an Ohio limited liability company having its principal place of business located at 14 West Park Place, Oxford, Ohio 45056 ("Licensor"), and DAKOTA GROWERS PASTA COMPANY, INC., a North Dakota corporation having its principal place of business located at One Pasta Avenue, Carrington, North Dakota 58421 ("Licensee" ).



W I T N E S S E T H :



WHEREAS, Licensee, B-New, LLC, an Ohio limited liability company ("B-New"), TechCom Group, LLC, a Florida limited liability company, and Buhler, Inc., a Minnesota corporation, are parties to a certain DNA Dreamfields Company, LLC Operating Agreement, dated as of October 31, 2003 (the "Operating Agreement"), and have formed and capitalized Licensor for the purposes of, among other things, manufacturing in North America and selling globally, low digestible carbohydrate pasta, rice and potatoes under the brand name, "Dreamfields" (the " Brand");



WHEREAS, Licensee is in the business of manufacturing, marketing, distributing and selling dry pasta products;



WHEREAS, Licensee and Licensor have entered into a certain Exclusive Manufacturing Agreement (the "Manufacturing Agreement"), dated of even date herewith, pursuant to which Licensee has agreed to manufacture, on an exclusive basis, low digestible dry pasta products under the Brand (the "Products"), and Licensor has engaged Licensee to so manufacture, on an exclusive basis, the Products, upon the terms and subject to the conditions of the Manufacturing Agreement;





WHEREAS, Licensee and Licensor have entered into a certain Services Agreement (the "Services Agreement"), dated of even date herewith, pursuant to which Licensee has agreed to provide certain administrative, accounting, information technology, sales and distribution services to DNA to facilitate the sale and distribution of the Products upon the terms and subject to the conditions of the Services Agreement;





WHEREAS, Licensee and Licensor have entered into a certain Technology Sublicense Agreement (the "Technology Sublicense"), dated of even date herewith, pursuant to which Licensor has granted to Licensee an exclusive sublicense to use certain technology necessary to manufacture the Products in connection with Licensee92s manufacture of the Products;





WHEREAS, in connection with the formation and capitalization of Licensor and pursuant to the Operating Agreement and a certain Trademark and Trade Name Assignment, dated of even date herewith, made by B-New for the benefit of Licensor, B-New transferred and assigned to Licensor all the right, title and interest B-New had or may have in, among other things, the United States Trademark Registrations identified and set forth on Exhibit A hereto (the Trademarks"); and



WHEREAS, in order to facilitate Licensee92s manufacture, on an exclusive basis, of the Products pursuant to the terms and conditions of the Manufacturing Agreement, and the sale and distribution of the Products by Licensee, Licensor desires to grant to Licensee a license to use the Trademarks in accordance with the terms and conditions of this Agreement.



NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:



1






1. Grant of License . Licensor hereby grants to Licensee a perpetual, exclusive, global, royalty-free license to use the Trademarks for purposes of manufacturing, marketing, selling and distributing the Products (the "Licensed Purposes"). Licensor hereby acknowledges and agrees that the license granted hereby is exclusive to Licensee. Accordingly, Licensor hereby agrees not to: (a) directly or indirectly use the Trademarks for its own account in connection with the manufacture, marketing, sale or distribution of the Products or any products similar to or competitive with the Products; or (b) directly or indirectly enter into any agreements, arrangements or relationships with any third parties (other than Licensee) to use the Trademarks in connection with the manufacture, marketing, sale or distribution of the Products or any products similar to or competitive with the Products.



2. Terms of Use . Licensee hereby acknowledges and agrees that the license of the Trademarks granted hereby is limited to Licensee92s use of the Trademarks for the Licensed Purposes, and Licensee hereby agrees to use the Trademarks only for the Licensed Purposes, subject to the condition that the Products must meet the Specifications (as defined in the Manufacturing Agreement), to the extent not inconsistent with applicable law. Licensor shall be permitted, on reasonable notice and during normal business hours, to enter the premises of Licensee in order to inspect Licensee92s operations and verify that the Products being manufactured under the Trademarks mee ...