PURCHASE AGREEMENT FOR BIBSTERS INTELLECTUAL PROPERTY

Exhibit 2.1

FINAL EXECUTION COPY

PURCHASE AGREEMENT FOR BIBSTERS INTELLECTUAL PROPERTY

This Purchase Agreement for Bibsters Intellectual Property, including its Attachments (altogether, the “Agreement”), is by and between The Procter & Gamble Company, a corporation of the state of Ohio, with offices located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202, United States (hereinafter referred to along with its Affiliates (as hereinafter defined) as “P&G”), and Hamco, Inc., a corporation of the state of Louisiana, with offices located at 916 S. Burnside Avenue, Gonzales, Louisiana 70737, United States (hereinafter referred to along with its Affiliates as “Hamco”), each individually referred to herein as “Party” and collectively referred to herein as “Parties”.

WHEREAS, P&G is the owner of certain patents specific to disposable bibs as set forth in Attachment 2 (the “Bibsters Patents”) and certain BIBSTERS trademarks set forth in Attachment 4 (the “Bibsters Trademarks”) (altogether, the “Bibsters Intellectual Property”);

WHEREAS, Hamco wishes to purchase the Bibsters Intellectual Property from P&G; and

WHEREAS, P&G wishes to sell the Bibsters Intellectual Property to Hamco;

NOW, THEREFORE, in light of the recitals provided above, and in consideration of the mutual promises contained herein, the Parties hereby agree to be bound as follows:

	1.		Limitations. The Parties agree that this Agreement is limited to P&G’s sale of the Bibsters Intellectual Property to Hamco. Each Party agrees that this Agreement does not carry with it any express or implied license to any other intellectual property rights of either Party.
	2.		Representations by P&G. P&G represents to Hamco that, as of the Effective Date (as hereinafter defined):

	a.		P&G has full power and authority to enter into and perform this Agreement;
	b.		The Bibsters Patents are all of the active United States and foreign patents and patent applications owned by P&G that claim disposable bibs;
	c.		All of the original inventors of the Bibsters Patents have assigned to P&G all of their right, title and interest in and to the Bibsters Patents;
	d.		The Bibsters Trademarks are all of the active United States and foreign trademark applications and registrations owned by P&G that relate to disposable bibs;
	e.		P&G is the sole owner of all right, title and interest in and to all of the Bibsters Intellectual Property;
	f.		P&G has good and marketable title to all of the Bibsters Intellectual Property, free and clear of any encumbrances;
	g.		P&G will have paid all annuity and maintenance fees for the Bibsters Intellectual Property that were due, are due, or will be due through September 30, 2010;

	h.		To the knowledge of P&G, none of the Bibsters Patents are currently being re-examined;
	i.		None of the Bibsters Intellectual Property will be subject to any license, royalty, or other obligation to any third party, and P&G has rightfully terminated (or allowed to expire by its terms) any license with The oneCARE Company relating to any Bibsters Intellectual Property;
	j.		None of the Bibsters Intellectual Property is currently the subject of any pending or, to the knowledge of P&G, threatened litigation; and
	k.		P&G has no current plans to file any additional patent applications that would claim disposable bibs.

	3.		Representation by Hamco. Hamco represents to P&G that, as of the Effective Date, it has full power and authority to enter into and perform this Agreement.
	4.		Covenants by P&G. P&G agrees:

	a.		To execute the General Patent Assignment in Attachment 1 and the General Trademark Assignment in Attachment 3 on or before the Effective Date;
	b.		To hold in confidence, with at least reasonable care, the existence of this Agreement, the terms and conditions of this Agreement, and the proprietary information shared by Hamco in relation to this Agreement, unless P&G receives prior written approval for disclosure from an authorized representative of Hamco;
	c.		To deliver to Hamco’s designated representative(s), within the 45 days following the Effective Date, originals or copies of all documentation related to the filing, prosecuting, and granting of the Bibsters Intellectual Property that is in P&G’s possession or control;
	d.		To deliver to Hamco’s designated representative(s), within the one-month period following the Effective Date, originals or copies of all business and technical documentation related to P&G’s current Bibsters products that is in P&G’s possession or control; and
	e.		Upon request, to cooperate with Hamco after the Effective Date to execute other documents and/or take other actions reasonably necessary or desirable for Hamco to establish Hamco’s ownership of the Bibsters Intellectual Property.

5.

Covenants by Hamco. Hamco agrees:

	a.		To fully pay the Bibsters Intellectual Property Purchase Price (as hereinafter defined) on the Effective Date;
	b.		To execute the General Patent Assignment in Attachment 1 and the General Trademark Assignment in Attachment 3 on or before the Effective Date;

	c.		At Hamco’s expense, to promptly comply with all applicable laws and regulations to record the General Patent Assignment and General Trademark Assignment in all geographies;
	d.		To timely pay all applicable taxes related to Hamco’s purchase of the Bibsters Intellectual Property;
	e.		To be solely responsible for all annuity and maintenance fees for the Bibsters Intellectual Property that will be due on or after September 30, 2010;
	f.		To be solely responsible for all costs for any and all of Hamco’s activities associated with the Bibsters Intellectual Property from and after the Effective Date;
	g.		To comply in all material respects with all applicable laws and regulations in marking any product with any patent or trademark number of any of the Bibsters Intellectual Property;
	h.		To hold in confidence, with at least reasonable care, the existence of this Agreement, the terms and conditions of this Agreement, and the proprietary information shared by P&G in relation to this Agreement, unless Hamco receives prior written approval for disclosure from an authorized representative of P&G or unless otherwise required by law or regulation. Notwithstanding the foregoing, the Parties acknowledge and agree that Hamco will be required to, and will, issue a press release promptly following the execution of this Agreement that discloses that the Parties have entered into this Agreement; and
	i.		To reasonably determine the allocation of the Bibsters Intellectual Property Purchase Price between the two categories Bibsters Patents and Bibsters Trademarks, and to communicate that allocation to P&G in writing, within the three-month period following the Effective Date.

6.

Disclaimers.

	a.		Freedom to Practice. P&G does not warrant Hamco’s freedom to practice the inventions claimed in the Bibsters Patents or trademarks listed in the Bibsters Trademarks. In the event that any Bibsters Trademark or any Hamco Bibsters product is subject to the intellectual property rights of a third party, there will be no refund to Hamco of any portion of the Bibsters Intellectual Property Purchase Price.
	b.		Implied Warranties. P&G is not providing any implied warranties in this Agreement.
	c.		Practicing the Inventions. P&G is not responsible or liable for any injury, loss, damage, or other liability incurred by Hamco in practicing any of the inventions claimed in the Bibsters Patents or using any of the Bibsters Trademarks.
	d.		Validity of the Intellectual Property. P&G does not warrant the validity or enforceability of any of the Bibsters Intellectual Property. In the event that a

government agency or authority declares any of the Bibsters Intellectual Property to be invalid or unenforceable, there will be no refund to Hamco of any portion of the Bibsters Intellectual Property Purchase Price.

	7.		Effective Date. The “Effective Date” shall be last date of signing of this Agreement.
	8.		Purchase and Sale of Bibsters Intellectual Property. Subject to the terms and conditions set forth herein, on the Effective Date, P&G shall sell the Bibsters Intellectual Property and Hamco shall purchase the Bibsters Intellectual Property by the Parties’ full execution of the General Patent Assignment in Attachment 1 and General Trademark Assignment in Attachment 3, and by Hamco’s full payment of the Bibsters Intellectual Property Purchase Price, as described herein.
	9.		Purchase Price for Bibsters Intellectual Property. The “Bibsters Intellectual Property Purchase Price” shall be $1,800,000.
	10.		Payment of Purchase Price. Hamco shall pay the Bibsters Intellectual Property Purchase Price in United States dollars, by wire transfer to P&G’s account as designated below:

Citibank, New York
US Dollar Account #0000-1986
ABA #021000089.
Swift Code CITIUS33

With a fax confirmation sent to:

The Procter & Gamble Company
ATTN: Contract Administration
P.O. Box 330176
West Hartford, CT 06133-0176
Ph: (860)  ###-###-####
Fax: (860)  ###-###-####
Email: ***@***

	11.		No Further Rights. Subsequent to the Effective Date, P&G shall have no further right, title or interest in any of the Bibsters Intellectual Property and P&G shall not have any license from Hamco to practice any of the inventions claimed in any of the Bibsters Patents or use of any of the Bibsters Trademarks.
	12.		Miscellaneous.

a.

Affiliates. As used herein, the term “Affiliates” refers to any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with The Procter & Gamble Company or Hamco, Inc., respectively, either currently or during the term of this Agreement. As used in this definition, the terms “owns,” “owned,” or “ownership” mean the direct or indirect possession of more than fifty percent (50%) of the voting securities, income interest or a comparable equity in such business entity.

b.

Notices. All notices, authorizations, etc., relevant to this Agreement will be in writing and personally served or sent by first class mail, postage pre-paid, to the respective Party at the following addresses:

		P&G:		Michael K. Lynch
				The Procter & Gamble Company
				GO — Tower Building — East
				Two Procter & Gamble Plaza
				Cincinnati, OH ###-###-####
				United States
		CC:		The Procter & Gamble Company
				Central Contracts
				Global Intellectual Property Division
				299 E. Sixth St., Floor 9
				Cincinnati, OH 45202
				United States
		Hamco:		E. Randall Chestnut
				Hamco, Inc.
				916 S. Burnside Avenue
				Gonzales, LA 70737
				United States
		CC:		Steven E. Fox, Esq.
				Rogers & Hardin LLP
				2700 International Tower
				229 Peachtree Street, NE
				Atlanta, GA 30303
				United States

	c.		Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remaining terms hereof will not be affected but will be valid and enforced.
	d.		Force Majeure. No Party will be liable for a delay in performance or failure to perform its obligations under this Agreement if such delay or failure is due to acts of God or any other event beyond the control of the Parties, including, without limitations, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action or power failure, provided, however, that the Party who is unable to perform resumes performance as soon as possible following the end of the event causing delay or failure.
	e.		Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the sale of the Bibsters Intellectual Property and supersedes all prior agreements, understandings and arrangements whether oral or written between the Parties relating to the subject matter hereof, except as expressly set forth herein.
	f.		No Third Party Beneficiaries. This Agreement is for the exclusive benefit of the Parties and is not intended to confer upon any other person any rights or remedies hereunder.

	g.		No Oral Modification. Nothing in this Agreement may be changed or modified, nor may anything be added to this Agreement, except as may be specifically agreed to in a subsequent writing executed with the same formalities as this Agreement.
	h.		Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Ohio, United States of America.
	i.		Headings. The headings or titles of sections or paragraphs appearing in this Agreement are provided for convenience and are not to be used in construing this Agreement.

IN WITNESS WHEREOF, The Parties by their duly authorized representatives, hereby execute this Purchase Agreement for Bibsters Intellectual Property in duplicate; with each Party receiving one (1) of the executed originals hereof.

ATTACHMENT 1
GENERAL PATENT ASSIGNMENT
FOR PURCHASE AGREEMENT FOR BIBSTERS PATENTS

WHEREAS, The Procter & Gamble Company, a corporation of the State of Ohio, having its principal place of business at One Procter & Gamble Plaza, Cincinnati, OH, USA (hereinafter, together with its Affiliates (as defined in the Purchase Agreement for Bibsters Intellectual Property between ASSIGNOR and ASSIGNEE), referred to as “ASSIGNOR”), owns, by assignment, all right, title, and interest in and to the Patents and Patent Applications contained in ATTACHMENT 2, which is attached and hereby incorporated into and forms a part of this Assignment, and any inventions claimed therein; and Hamco, Inc., a corporation of the state of Louisiana having offices at 916 S. Burnside Avenue, Gonzales, LA 70737, United States (hereinafter, together with its Affiliates, referred to as “ASSIGNEE”), desires to own ASSIGNOR’s entire right, title, and interest in and to the Patents and Patent Applications contained in ATTACHMENT 2 and to the inventions claimed therein.

NOW THEREFORE, be it known that, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby sells, assigns, transfers, and sets over to ASSIGNEE, its lawful successors and assigns, ASSIGNOR’s entire right, title, and interest in and to the Patents and Patent Applications contained in ATTACHMENT 2, and the inventions claimed therein. ASSIGNOR hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States, and any official of any foreign country whose duty it is to issue patents on applications as described above, to issue all Letters Patent for such inventions to ASSIGNEE, its successors and assigns, in accordance with the terms of this Assignment;

This Assignment is effective as of the date of execution shown below.

ATTACHMENT 2
LIST OF BIBSTERS PATENTS

P&G Case

Co.

Status

Appln. #

Appln. Dt.

Patent #

Grant Dt.

—05789CL

US

Granted

08/877734

06/17/1997

6058506

05/09/2000

—05790L

MX

Granted

981096

07/30/1996

227813

05/16/2005

—05790CL

US

Granted

08/902864

07/30/1997

5822792

10/20/1998

—05791L

DE

Granted

96926188.2

07/30/1996

69631590.4

02/18/2004

—05791L

FR

Granted

96926188.2

07/30/1996

0843521

02/18/2004

—05791L

GB

Granted

96926188.2

07/30/1996

0843521

02/18/2004

—05791L

US

Granted

08/667155

06/20/1996

5715542

02/10/1998

—06306CL

US

Granted

08/963228

11/03/1997

5819314

10/13/1998

—06471L

US

Granted

08/948572

10/10/1997

6363530

04/02/2002

—06503L

US

Granted

08/792332

01/31/1997

5887278

03/30/1999

—06742L

US

Granted

08/884374

06/27/1997

5918311

07/06/1999

—06927L

DE

Granted

98959458.5

11/16/1998

69816869.0

07/30/2003

—06927L

FR

Granted

98959458.5

11/16/1998

1052913

07/30/2003

—06927L

GB

Granted

98959458.5

11/16/1998

1052913

07/30/2003

—06927L

MX

Granted

004728

11/16/1998

216809

10/08/2003

—06927L

US

Granted

08/969868

11/14/1997

6128780

10/10/2000

—07050L

US

Granted

09/036562

03/09/1998

6061827

05/16/2000

—07092L

US

Granted

09/060133

04/14/1998

6125471

10/03/2000

—07093L

US

Granted

09/059884

04/14/1998

6266820

07/31/2001

—08678RL

DE

Granted

02761378.5

08/14/2002

60218862.8

03/14/2007

—08678RL

FR

Granted

02761378.5

08/14/2002

1416816

03/14/2007

—08678RL

GB

Granted

02761378.5

08/14/2002

1416816

03/14/2007

—08678RL

JP

Granted

2003/520315

08/14/2002

4118806

05/02/2008

—08678L

US

Granted

09/932348

08/17/2001

6381751

05/07/2002

—08678RL

US

Granted

10/085286

02/28/2002

6499140

12/31/2002

D-00698L

US

Granted

29/127449

08/04/2000

D442352

05/22/2001

ATTACHMENT 3
GENERAL TRADEMARK ASSIGNMENT
FOR PURCHASE AGREEMENT FOR BIBSTERS TRADEMARKS

WHEREAS, The Procter & Gamble Company, a corporation of the State of Ohio, having its principal place of business at One Procter & Gamble Plaza, Cincinnati, OH, USA (hereinafter, together with its Affiliates (as defined in the Purchase Agreement for Bibsters Intellectual Property between ASSIGNOR and ASSIGNEE), referred to as “ASSIGNOR”), owns, by assignment, all right, title, and interest in and to the Trademark Applications and Registrations contained in ATTACHMENT 4, which is attached and hereby incorporated into and forms a part of this Assignment; and Hamco, Inc., a corporation of the state of Louisiana having offices at 916 S. Burnside Avenue, Gonzales, LA 70737, United States (hereinafter, together with its Affiliates, referred to as “ASSIGNEE”), desires to own ASSIGNOR’s entire right, title, and interest, and the goodwill associated therewith, in and to the Trademark Applications and Registrations contained in ATTACHMENT 4.

NOW THEREFORE, be it known that, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby sells, assigns, transfers, and sets over to ASSIGNEE, its lawful successors and assigns, ASSIGNOR’s entire right, title, and interest, and the goodwill associated therewith, in and to the Trademark Applications and Registrations contained in ATTACHMENT 4. ASSIGNOR hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States, and any official of any foreign country whose duty it is to issue trademarks as described above, to issue all trademark registrations to ASSIGNEE, its successors and assigns, in accordance with the terms of this Assignment;

This Assignment is effective as of the date of execution shown below.

ATTACHMENT 4
LIST OF BIBSTERS TRADEMARKS

Application

Application

Registration

Registration

Trademark

Country

No

Date

No

Date

Status

BIBSTERS

Australia

700052

3-Jan-96

700052

3-Jan-96

Registered

BIBSTERS

Canada

812050

7-May-96

TMA553,079

29-Oct-01

Registered

BIBSTERS

European Union

259002

20-May-96

259002

7-Jan-99

Registered

BIBSTERS

Japan

107798/95

18-Oct-95

4057804

19-Sep-97

Registered

BIBSTERS

Mexico

494302

5-Jul-01

721952

31-Oct-01

Registered

BIBSTERS

New Zealand

257561

8-Jan-96

257561

8-Jan-96

Registered

BIBSTERS

Nigeria

TP95563

15-Nov-04

Pending

BIBSTERS

Nigeria

TP95562

29-Nov-04

Pending

BIBSTERS

Norway

960108

8-Jan-96

179941

13-Feb-97

Registered

BIBSTERS

Saudi Arabia

93186

21-Nov-04

799/78

31-Aug-05

Registered

BIBSTERS

Saudi Arabia

93187

21-Nov-04

799/79

31-Aug-05

Registered

BIBSTERS

Switzerland

03450/1996

14-May-96

436594

14-May-96

Registered

BIBSTERS

Turkey

96/11711

8-Aug-96

175510

8-Aug-96

Registered

BIBSTERS

United Arab Emirates

65009

21-Nov-04

52700

8-May-05

Registered

BIBSTERS

United Arab Emirates

65010

21-Nov-04

52691

8-May-05

Registered

BIBSTERS

United States of America

74673256

12-May-95

2024621

17-Dec-96

Registered

BIBSTERS DE PAMPERS

Chile

632884

2-Jan-04

698914

26-Jul-04

Registered

POCKET BIBSTERS

Canada

1139842

10-May-02

TMA652,764

15-Nov-05

Registered

POCKET BIBSTERS

United States of America

78/129880

20-May-02

2,783,261

11-Nov-03

Registered