TECHNOLOGY SHARING AGREEMENT

EX-10.29 41 y99283exv10w29.txt TECHNOLOGY SHARING AGREEMENT EXHIBIT 10.29 TECHNOLOGY SHARING AGREEMENT This is a Technology Sharing Agreement (hereinafter, the AGREEMENT) dated as of March 26,1998 by and among Campbell Soup Company, a New Jersey corporation (CSC) and Vlasic Foods International Inc., a New Jersey corporation (together with is successors and permitted assigns, SPINCO). BACKGROUND A. Spinco is currently a wholly owned subsidiary of CSC. Pursuant to a Separation and Distribution Agreement, dated as of March 26, 1999 (the DISTRIBUTION AGREEMENT), CSC shall distribute the stock of Spinco to CSC's shareowners (the DISTRIBUTION), following which Distribution each of CSC and Spinco shall continue in existence as independent, publicly-traded companies. B. This Agreement is entered into in conjunction with the Distribution Agreement in order to facilitate (i) the transfer to Spinco of certain patent rights and technical information currently owned by CSC, (ii) the license to Spinco of certain patent rights and technical information currently owned by CSC, (iii) the license to CSC of certain patent rights currently owned by Spinco, and (iv) the license back to CSC of certain patents currently owned by CSC but which will be transferred to Spinco under this Agreement. C. CSC wishes to grant the assignments and licenses to Spinco set forth in this Agreement and Spinco wishes to accept such assignments and licenses on the terms and conditions set forth herein. Spinco wishes to grant the licenses to CSC set forth in this Agreement and CSC wishes to accept such licenses on the terms and conditions set forth herein. TERMS NOW, THEREFORE, in consideration of the respective agreements and covenants contain herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: SECTION 1. DEFINITIONS. (a) As used herein, the following terms have the following meanings: ACTION means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any other tribunal. ASSIGNED CSC INTELLECTUAL PROPERTY RIGHTS means collectively the ASSIGNED CSC PATENTS and the ASSIGNED CSC TECHNICAL INFORMATION. ASSIGNED CSC PATENTS means any and all Patents currently owned by the CSC which, as of the date of this Agreement, are or have in the past been used exclusively or primarily in the Spinco Business, including, without limitation, the Patents listed on Schedule A. ASSIGNED CSC TECHNICAL INFORMATION means any and all Technical Information currently owned by the CSC which, as of the date of this Agreement, is or has in the past been used or is intended for use exclusively or primarily in the Spinco Business, including, without limitation, the Technical Information specified on Schedule B. CSC INTELLECTUAL PROPERTY RIGHTS means collectively the ASSIGNED CSC INTELLECTUAL PROPERTY RIGHTS and the SHARED CSC INTELLECTUAL PROPERTY RIGHTS. PATENTS means any and all issued patents, patent applications, industrial design rights and the inventions covered by such patents, patent applications and industrial design rights (including all corresponding patents, patent application and industrial design rights throughout the world, and all continuations, continuations-in-part, divisionals, extensions, reissues, reexaminations and renewals thereof) that are (i) owned by CSC, or (ii) owned by Spinco, and which, as of the date of this Agreement, are or have in the past been used in the Spinco Business as such business or businesses are or were previously conducted by CSC and its Subsidiaries. SHARED CSC INTELLECTUAL PROPERTY RIGHTS means collectively the SHARED CSC PATENTS and the SHARED CSC TECHNICAL INFORMATION. SHARED CSC PATENTS means any and all patents currently owned by CSC (other than the Assigned CSC Patents) which, as of the date of this Agreement, are used in both the Spinco Business and the CSC Business, including, without limitation, the Patents listed on Schedule C. SHARED CSC TECHNICAL INFORMATION means any and all Technical Information owned by CSC (other than the Assigned CSC Technical Information) which, as of the date of this Agreement, is used or is intended for use in both the Spinco Business and the CSC Business, including, without limitation, the Technical Information listed on Schedule D. SHARED SPINCO PATENTS means any and all Patents currently owned by Spinco and the Assigned CSC Patents, which, as of the date of this Agreement, are used in both the Spinco Business and the CSC Business, including, without limitation, the Patents listed on Schedule E. TECHNICAL INFORMATION means any and all information and data (including, without limitation, any trade secrets, product formulas, processing and equipment design and information, specifications, know how, show how, manufacturing, research, unpatented inventions, industrial property rights, and other technical information and data) that is (i) owned by CSC, or (ii) owned by Spinco, and which, as of the date of this Agreement, is or has in the past been used or reduced to practice for use or is intended for use in the Spinco Business. (b) All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Distribution Agreement. 2 SECTION 2. ASSIGNMENTS FROM CSC TO SPINCO. (a) Effective as of the Distribution Date, CSC hereby assigns and transfers to Spinco, its successors and assigns, all of CSC's right, title, and interest, in the United States of America and all foreign countries, in and to (i) the Assigned CSC Intellectual Property, (ii) all income, royalties, fees, damages, and payments now or hereafter due or payable by third parties in respect thereto, and (iii) any and all causes of action (either in law or in equity), and the right to enforce any rights and file any causes of action, including the right to recover damages, for any past, present, or future infringement or misappropriation thereof. (b) Spinco shall be responsible, at its sole cost and expense, for filing any documents, paying any fees or other payments, or taking any other action necessary or advisable to record, evidence, perfect, maintain and effectuate the rights assigned to Spinco hereunder, including, without limitation, filing a recordation of the assignments of the Assigned CSC Patents with the U.S. Patent and Trademark Office and applicable foreign governmental offices. At Spinco's reasonable request and Spinco's expense, CSC shall from time to time after the date hereof, execute and deliver such other instruments and documents, in form or substance reasonably satisfactory to Spinco and otherwise take reasonable steps to cooperate with Spinco, to record, evidence, perfect, maintain and effectuate the rights assigned to Spinco hereunder. (c) The assignments under this Section 2 are contributions to the capital of Spinco. SECTION 3. LICENSE TO SPINCO. CSC hereby grants to Spinco, effective as of the Distribution Date and subject to the terms, covenants, conditions, and limitations set forth in this Agreement, the Distribution Agreement, and any other Ancillary Agreements, an exclusive (except as to CSC and its Affiliates) license throughout the world to use in the Spinco Business (a) the Shared CSC Patents for the remainder of the terms of such Patents (including any extensions and renewals thereof and (b) the Shared CSC Technical Information in perpetuity, for a combined single royalty payment of Twenty-Seven Thousand Dollars (US$27,000), payable within thirty (30) days after the date hereof. The parties acknowledge and agree that use of the Shared CSC Intellectual Property by either party or its Affiliates shall be deemed to include any direct or indirect use in the furtherance of the business of such party and its Affiliates. SECTION 4. LICENSES TO CSC. Spinco hereby grants to CSC, effective as of the Distribution Date and subject to the terms, covenants, conditions, and limitations set forth in this Agreement, the Distribution Agreement, and any other Ancillary Agreements, an exclusive (except as to Spinco and its Affiliates) license to use the Shared Spinco Patents for the remainder of the terms of such Patents (including any extensions and renewals thereof) throughout the world in the CSC Business for a combined single royalty payment of Twenty-Three Thousand Dollars (US$23,000), payable within thirty (30) days after the date hereof. The parties acknowledge and agree that use of the Shared Spinco Patents by either party or its Affiliates shall be deemed to include any direct or indirect use in the furtherance of the business of such party and its Affiliates. 3 SECTION 5. INTELLECTUAL PROPERTY RIGHTS. (a) Spinco acknowledges that, as between CSC and Spinco, CSC owns all title to the Shared CSC Intellectual Property Rights, in each case subject to the license granted to Spinco hereunder. Spinco acknowledges that it has received a license to use the Shared CSC Intellectual Property Rights and that this Agreement does not constitute any form of assignment or transfer of ownership therein to Spinco. (b) CSC acknowledges that, as between Spinco and CSC, Spinco owns all title to the Shared Spinco Patents, in each case subject to the license granted to CSC hereunder. CSC acknowledges that it has received a license to use the Shared Spinco Patents and that this Agreement does not constitute any form of assignment or transfer of ownership therein to CSC. (c) CSC shall be responsible in the first instance, at its sole cost and expense, for filing any documents, paying any fees or other payments, or taking any other action which it deems necessary or advisable, in its reasonable business judgment, to protect, maintain and enforce the parties' rights in and to the Shared CSC Intellectual Property Rights, including, without limitation, filing and prosecuting such patent and copyright applications as it deems advisable and Spinco agrees to provide CSC, at CSC's expense, with such assistance and cooperation in connection therewith as CSC may reasonably request. In the event that CSC chooses to file and prosecute any patent and copyright applications in connection with the Shared CSC Intellectual Property Rights, it shall do so in its own name. In the event that CSC chooses not to or fails to take such action as Spinco deems necessary or prudent to protect, maintain and enforce the parties' rights in and to the Shared CSC Intellectual Property Rights, Spinco shall have the right, at its sole cost and expense, to file any documents, pay any fees or other payments, or take any other action which it deems necessary or advisable, in its reasonable business judgment, to protect, maintain and enforce the parties' rights therein and thereto, including, without limitation, filing and prosecuting such patent and copyright applications as it deems advisable and CSC agrees to provide Spinco, at Spinco's expense, with such assistance and cooperation in connection therewith as Spinco may reasonably request. In the event that Spinco chooses to file and prosecute any patent and copyright applications in connection with the Shared CSC Intellectual Property Rights, it shall do so in CSC's name. (d) Spinco shall be responsible in the first instance, at its sole cost and expense, for filing any documents, paying any fees or other payments, or taking any other action which it deems necessary or advisable, in its reasonable business judgment, to protect, maintain and enforce the parties' rights in and to the Shared Spinco Patents including, without limitation, filing and prosecuting such patent applications as it deems advisable and CSC agrees to provide Spinco, at Spinco's expense, with such assistance and cooperation in connection therewith as Spinco may reasonably request. In the event that Spinco chooses to file and prosecute any patent applications in connection with the Shared Spinco Patents, it shall do so in it own name. In the event that Spinco chooses not to or fails to take such action as CSC deems necessary or prudent to protect, maintain and enforce the parties' rights in and to the Shared Spinco Patents, CSC shall have the right, at its sole cost and expense, to file any documents, pay any fees or other payments, or take any other action which it deems necessary or advisable, in its reasonable business judgment, to protect, maintain and enforce the parties' right therein and thereto, including, without limitation, filing and prosecuting such patent and copyright applications as it 4 deems advisable and Spinco agrees to provide CSC, at CSC's expense, with such assistance and cooperation in connection therewith as CSC may reasonably request. In the event that CSC chooses to file and prosecute any patent and copyright applications in connection with the Shared Spinco Patents, it shall do so in Spinco's name. (e) Spinco shall comply with the laws and relations of all relevant countries with respect to Shared CSC Intellectual Property Rights, including, without limitation, all laws and regulations with regard to the import/export of such technology and the marking of goods or other materials that incorporate or utilize any of the Shared CSC Patents. CSC shall comply with the laws and regulations of all relevant countries with respect to Shared Spinco Patents, including, without limitation, all laws and regulations with regard to the import/export of such technology and the marking of goods or other materials that incorporate or utilize any of the Shared Spinco Patents. (f) No party shall have any obligation to assign, license, share or provide to the other party any patents, patent applications, industrial design right, inventions, trade secrets, or any other proprietary information or know how created, developed or acquired by such party after the Distribution Date except to the extent contemplated by the Distribution Agreement and the other Ancillary Agreements. SECTION 6. INFRINGEMENT. (a) CSC and Spinco shall promptly notify each other of any actual or threatened infringement with respect to the Shared CSC Intellectual Property Rights and shall consult with each other about any material action to be taken. CSC shall use its best reasonable efforts and exercise diligence to successfully prosecute such infringements. All costs, disbursements and expenses of any actions which CSC prosecutes for the benefit of Spinco shall be borne by Spinco, and all other costs, disbursements and expenses shall be borne by CSC. If CSC elects not to initiate legal action against infringement relating to the Shared CSC Intellectual Property Rights, Spinco shall have the right at its own expense to take legal action to obtain appropriate relief, and CSC shall be joined as a party in any such action and shall reasonably cooperate with and assist Spinco in its prosecution of such action. The costs of such joinder and any assistance by CSC shall be reimbursed by Spinco. (b) CSC and Spinco shall promptly notify each other of any actual or threatened infringement with respect to the Shared Spinco Patents and shall consult with each other about any material action to be taken. Spinco shall use its best reasonable efforts and exercise diligence to successfully prosecute such infringements. All costs, disbursements and expenses of any actions which Spinco prosecutes for the benefit of CSC shall be borne by CSC, and all other costs, disbursements and expenses shall be borne by Spinco. If Spinco elects not to initiate legal action against infringement relating to the Shared Spinco Patents, CSC shall have the right at its own expense to take legal action to obtain appropriate relief, and Spinco shall be joined as a party in any such action and shall reasonably cooperate with and assist CSC in its prosecution of such action. The costs of such joinder and any assistance by Spinco shall be reimbursed by CSC. (c) If CSC and Spinco agree to jointly take action against an infringement relating to the Shared CSC Intellectual Property Rights or the Shared Spinco Patents, the cost of the action 5 and any damages accruing shall be shared equally. If one party takes action against an infringer, it shall be entitled to retain all damages, costs or other compensation it may recover. (d) The parties agree to fully cooperate with each other in relation to any legal, administrative or other proceedings relating to the Shared CSC Intellectual Property Rights or the Shared Spinco Patents. SECTION 7. INDEMNIFICATION. (a) Spinco shall indemnify, defend and hold harmless each member of the CSC Group, and each of their respective directors, officers, employees and agents (the CSC INDEMNITEES) from and against any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any and all Actions or threatened Actions, but expressly excluding any special or consequential damages) (collectively, INDEMNIFIABLE LOSSES) incurred or suffered by any of the CSC Indemnitees as a result of or arising out of use by Spinco and its Affiliates of the Assigned CSC Intellectual Property Rights and the Shared CSC Intellectual Property Rights. (b) CSC shall indemnify, defend and hold harmless each member of the Spinco Group, and each of their respective directors, officers, employees and agents (the SPINCO INDEMNITEES) from and against any and all Indemnifiable Losses incurred or suffered by any of the Spinco Indemnitees as a result of or arising out of use by CSC and its Affiliates of the Shared Spinco Patents. SECTION 8. CONFIDENTIALITY. (a) CSC agrees during the term of this Agreement and thereafter (i) to treat as confidential all Assigned CSC Technical Information and all non-public patent applications within the Assigned CSC Patents and the Shared Spinco Patents, (ii) to use the same level of care to prevent the disclosure thereof as it uses to protect its own similar confidential or proprietary information but in no event, not less than a reasonable degree of care, and (iii) not to disclose or to permit to be disclosed any portion thereof to any third party other than an Affiliate, without the consent of Spinco. (b) The Spinco Group agrees during the term of this Agreement and thereafter (i) to treat as confidential all Shared CSC Technical Information and all non-public patent applications within the Shared CSC Patents, (ii) to use the same level of care to prevent the disclosure thereof as it uses to protect its own similar confidential or proprietary information but in no event, not less than a reasonable degree of care, and (iii) not to disclose or to permit to be disclosed any portion thereof to any third party other than an Affiliate, without the consent of CSC. (c) The obligations of confidentiality and nondisclosure specified in subsections (a) and (b) above, shall not apply to any information or data that: (i) was known to the public or generally available to the public prior to the date it was received from the disclosing party; 6 (ii) became known to the public or generally available to the public subsequent to the date it was received from the disclosing party without any fault of the receiving party; (iii) is, subsequent to the date of this Agreement, disclosed to the receiving party by a third party who is under no obligation of confidentiality regarding the same; or (iv) is, subsequent to the date of this Agreement, independently discovered or developed by the receiving party without reference to or use of any of the disclosed information or data. (d) Each party acknowledges and agrees that the confidential information referred to in this Section 8 is valuable and that breach of this Section 8 may result in immediate irreparable injury to the other party. Each party agrees that in the event of a breach or threatened breach by it or its Affiliates of the terms of this Section 8, the other party shall be entitled to seek from any court of competent jurisdiction, preliminary and permanent injunctive relief which remedy shall be cumulative and in addition to any other rights and remedies to which the party may be entitled. SECTION 9. DISCLAIMER OF WARRANTIES; NO INDEMNIFICATION; LIMITATION OF LIABILITY. (a) ALL ASSIGNMENTS FROM CSC TO SPINCO HEREUNDER ARE ON A QUITCLAIM BASIS AND ALL LICENSES FROM CSC TO SPINCO ARE ON AN "AS IS" BASIS. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY CSC. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CSC MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, TO SPINCO, ITS AFFILIATES OR ANY THIRD PARTY WITH RESPECT TO THE CSC INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION, THE VALIDITY, ENFORCEABILITY OR OWNERSHIP OF ANY RIGHTS THEREIN, THE RESULTS TO BE EXPECTED FROM THE USE OF SUCH CSC INTELLECTUAL PROPERTY RIGHTS, OR THAT THE USE OF SUCH CSC INTELLECTUAL PROPERTY RIGHTS WILL NOT INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY UNDER THE LAWS OF ANY COUNTRY. CSC SHALL HAVE NO OBLIGATION TO INDEMNIFY SPINCO OR ITS AFFILIATES IN THE EVENT THAT THE USE OF SUCH CSC INTELLECTUAL PROPERTY INFRINGES OR OTHERWISE VIOLATES OR IS CLAIMED TO INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY UNDER THE LAWS OF ANY COUNTRY. (b) ALL LICENSES FROM SPINCO TO CSC ARE ON AN "AS IS" BASIS. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY SPINCO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPINCO MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, TO CSC, ITS AFFILIATES OR ANY THIRD PARTY WITH RESPECT TO THE SPINCO SHARED PATENTS, INCLUDING WITHOUT LIMITATION, THE VALIDITY, ENFORCEABILITY OR OWNERSHIP OF ANY RIGHTS THEREIN, THE RESULTS TO BE EXPECTED FROM THE USE OF SUCH SPINCO SHARED PATENTS, OR THAT THE USE OF SUCH SPINCO 7 SHARED PATENTS WILL NOT INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY UNDER THE LAWS OF ANY COUNTRY. SPINCO SHALL HAVE NO OBLIGATION TO INDEMNIFY CSC OR ITS AFFILIATES IN THE EVENT THAT THE USE OF SUCH SPINCO SHARED PATENTS INFRINGES OR OTHERWISE VIOLATES OR IS CLAIMED TO INFRINGE OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY UNDER THE LAWS OF ANY COUNTRY. (c) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT MANDATED BY APPLICABLE LAW. SECTION 10. TERMINATION. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated by either CSC or Spinco on written notice at any time prior to the Distribution Date. (b) CSC shall have the right to terminate this Agreement at any time if: (i) Spinco shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or under any applicable law admits in writing its inability to meets it obligations when due or commit any other act of bankruptcy, institute voluntary proceedings in bankruptcy or insolvency or permit institution of such proceedings against it; or (ii) Spinco shall fail to perform or shall be in breach of any other material term or condition of this Agreement; provided, however, that if such breach can be cured, termination shall take effect sixty (60) days after written notice of such breach is sent by CSC if such breach has not been cured during such sixty (60)-day period. (c) Spinco shall have the right to terminate this Agreement at any time if: (i) CSC shall be unable to pay its liabilities when due, or shall make any assignment for the benefit of creditors, or under any applicable law admits in writing its inability to meet its obligations when due or commit any other act of bankruptcy, institute voluntary proceedings in bankruptcy or insolvency or permit institution of such proceedings against it. (ii) CSC shall fail to perform or shall be in breach of any other material term or condition of this Agreement; provided, however, that if such breach can be cured, termination shall take effect sixty (60) days after written notice of such breach is sent by Spinco if such breach has not been cured during such sixty (60)-day period. (d) In the event the events set out in Section 10(b)(i) or 10(b)(ii) occur, CSC shall have the continued rights to use the Shared Spinco Patents in accordance with the terms and conditions set forth herein. In the event the events set out in Section 10(c)(i) or 10(c)(ii) occur, 8 Spinco shall have the continued rights to use the Shared CSC Intellectual Property Rights in accordance with the terms and conditions set forth herein. SECTION 11. DISPUTES. (a) Resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, disputes in connection with claims by third pates (collectively, DISPUTES), shall be subject to the provisions of this Section 11; provided, however, that nothing contained herein shall preclude either party from seeking or obtaining (i) injunctive relief or (ii) equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes hereunder. (b) Either party may give the other party written notice of any Dispute not resolved in the normal course of business. The parties shall attempt in good faith to resolve any Dispute promptly by negotiations between executives of the parties who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Within 30 days after delivery of the notice, the foregoing executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary for a period not to exceed 15 days, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. If the parties do not resolve the Dispute within such 45-day period (the INITIAL NEGOTIATION PERIOD), the parties shall attempt in good faith to resolve the Dispute by negotiation between (a) in the case of CSC, the Chief Financial Officer or the Vice President - Treasurer and (b) in the case of Spinco, the Chief Financial Officer (collectively, the DESIGNATED OFFICERS). Such officers shall meet at a mutually acceptable time and place (but in any event no later than 15 days following the expiration of the Initial Negotiation Period) and thereafter as often as they reasonably deem necessary for a period not to exceed 15 days, to attempt to resolve the Dispute. (c) If the Dispute has not been resolved by negotiation within 75 days of the first party's notice, or if the parties failed to meet within 30 days of the first party's notice, or if the Designated Officers failed to meet within 60 days of the first party's notice, either party may commence any litigation or other procedure allowed by law. SECTION 12. ASSIGNMENT/SUBLICENSES. (a) Neither of the parties may assign or delegate any of its rights or duties under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. (b) Notwithstanding anything herein to the contrary, Spinco shall have the right to sublicense the Shared CSC Intellectual Property Rights to its Affiliates subject to the terms and conditions set forth herein, provided that such Affiliates shall have no right to further sublicense such Shared CSC Intellectual Property Rights without the express written permission of CSC. 9 (c) Notwithstanding anything herein to the contrary, CSC shall have the right to sublicense the Shared Spinco Patents to its Affiliates subject to the terms and conditions set forth herein, provided that such Affiliates shall have no right to further sublicense such Shared Spinco Patents without the express written permission of Spinco. SECTION 13. GENERAL. (a) Notices. All notices, requests, claims and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery by hand, by reputable overnight courier service, by facsimile transmission, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13(a)) listed below: if to CSC, to: Campbell Soup Company Campbell Place Camden, New Jersey 08101 Attn.: Trademark Counsel Fax No. (609) 342-3936 if to Spinco, to: Vlasic Foods International Inc. P.O. Box 5071 Cherry Hill, New Jersey 08034-5071 Attn.: General Counsel Fax No. (609) 342-3936 or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by hand shall be deemed delivered when received by the recipient. Notice given by mail as set out above shall be deemed delivered five calendar days after the date the same is mailed. Notice given by reputable overnight courier shall be deemed delivered on the next following business day after the same is sent. Notice given by facsimile transmission shall be deemed delivered on the day of transmission provided telephone confirmation of receipt is obtained promptly after completion of transmission. (b) No Joint Venture. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers or principal and agent or employer and employee and no party shall have the power to obligate or bind any other party in any manner whatsoever. (c) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter and terminates and supersedes any such prior agreement or understanding, oral or written, between the parties with respect thereto. None of the provisions of this Agreement can be waived or modified expect in writing signed by all the parties. (d) Severability. In the event any provision of this Agreement shall for any reason be void or unenforceable by reason of any provision of applicable law, it shall be deleted and the 10 remaining provisions shall continue in full force and effect and be amended to the extent, if at all, necessary to give effect to the intentions of the parties as of the date of this Agreement. (e) Survival. The provisions of Sections 5, 6, 7, 8, 9, 10(d), and 11 shall survive the termination of this Agreement. (f) No Waiver. No waiver by any party of a breach or a default hereunder shall be deemed a waiver by such party of a subsequent breach of default of a similar nature. (g) Captions. The captions used in connection with the sections of this Agreement are inserted only for the purpose of reference and shall not affect the interpretation of this Agreement. (h) Other Actions. The parties agree to cooperate and to take any additional action or sign any documents as may be necessary to effectuate the purpose of this Agreement, including, without limitation, CSC executing and delivering to Spinco assignments of any Assigned CSC Patents which may be inadvertently omitted from the Assignment of Patents in Exhibit 1. 11 IN WITNESS WHEREOF, the parties have respectively caused this Agreement to be executed by a fully authorized officer as of the day and year first above written. CAMPBELL SOUP COMPANY VLASIC FOODS INTERNATIONAL INC. By: /S/ BASIL ANDERSON By: /S/ ROBERT F. BERNSTOCK ----------------------------------- ---------------------------- Name: Basil Anderson Name: Robert F. Bernstock Title: Executive Vice President/CFO Title: President/CEO 12 SCHEDULE A - ASSIGNED CSC PATENTS

Law Firms: S&L - Sytmn_____ & Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development SCHEDULE A - ASSIGNED CSC PATENTS

Law Firms: S&L - Sytmn_____ & Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development SCHEDULE A - ASSIGNED CSC PATENTS

Law Firms: S&L - Sytmn_____ & Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development SCHEDULE A - ASSIGNED CSC PATENTS

Law Firms: S&L - Sytmn______& Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development SCHEDULE B ASSIGNED CSC TECHNICAL INFORMATION Plant Variety Protection Application and relevant files pertaining to a jalapeno pepper plant variety known as "V10443." Production Heating Direction Development Methodology Manual information regarding frozen foods; label preparation directions for frozen foods; heating directions and methodology for preparing frozen food products for consumer testing; and recipe research substantiation for produce names and claims in relation to frozen foods; protocepts (a/k/a new product concepts developed into recipes) for frozen foods; and information on available vendors for outsourcing heating direction preparation. Vlasic pickle and Open Pit barbecue sauce recipes contained in the Campbell Lotus Notes Recipe Database. 1 SCHEDULE C - SHARED CSC PATENTS 292 Nutritionally Enriched and Von Leraner WA/ ARG 299686 3/7/1985 239461 9/29/1989 9/29/2001 B&W R&D Stabilized Meat Products and Unger BM Method of Producing Such Products 327 Hot Solution Injection Calatfeller KA/ USA 721462 4/19 ###-###-#### 6/6/1987 4/8/2006 B&W R&D Story JD/Webb JE 389 Variable-Width Sauce Cramer/Brawin CAN 493099 10/16/1986 1250352 2/26/1989 2/28/2008 S&L ENG Dispenser 447 Package and Method for Daniels JA JAPAN ###-###-#### 2/18/1988 1764550 8/31/1993 12/4/2007 B&W R&D Microwave Heating of a Food Product a/k/a Microwave pkg of frozen battered and breaded fish products 447 Package and Method for Daniels JA USA 016531 2/19 ###-###-#### 6/17/1988 2/18/2007 B&W R&D Microwave Heating of a Food Product 447 Package and Method for Daniels JA ARG 310101 2/17/1988 243360 8/31/1999 8/31/2008 B&W R&D Microwave Heating of a Food Product 447 Package and Method for Daniels JA EPC 88301342.7 2/18/1988 0279669 2/24/1993 2/18/2008 B&W R&D Microwave Heating of a Food Product 566 No. Heat Jalapenos and Aravaloe et al. USA 08756,643 2/7/1997 Pending B&B R&D Products Comprising Jalapenos (Note: Case 664 is for the PVP certificate which is subject to Schedule B "Assigned Technical Information") 575 Salt Flavor Enhancing Bonorden and USA 081866,964 5/31/1997 Pending B&B R&D Compositions, Food Giordano Products Including Such Compositions, and Methods for Preparing Such Products

Law Firms: S&L - Sytmn______& Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development SCHEDULE D SHARED CSC TECHNICAL INFORMATION ANTIOXIDANT OF PET SYSTEMS AS IT APPLIES TO ACIDIFIED FOOD PRODUCTS The use of antioxidants in combination with plastic packaging for acidified food products to extend the flavor profile and shelf life of those products. MICROWAVE HEATING DIRECTION DEVELOPMENT Information as set forth in the Memorandum of Rod Margolis to John Collier dated February 19, 1998. 1 SCHEDULE E - SHARED SPINCO PATENTS 280 Brownable Dough for Fulds RC/Kwis SH CAN 415723 11/27/1982 1102438 8/27/1995 5/27/2004 B&W R&D Microwave Cooking 280 Brownable Dough for Fulds RC/Kwis SH USA 323088 11/19 ###-###-#### 5/15/1984 11/19/2001 B&W R&D Microwave Cooking 285 Meat Processing Procedure Egees et al. ARG 290371 8/20/1982 288219 3/31/1989 3/21/2004 S&L R&D 285 Meat Processing Procedure Egees et al. CAN 428326 5/17/1983 1180891 1/81/1980 1/8/2002 S&L R&D 285 Meat Processing Procedure Egees et al. GER ###-###-####.4 9/14 ###-###-#### 10/13/1994 9/14/2002 S&L R&D 285 Meat Processing Procedure Egees et al. ARG ###-###-#### 8/9 ###-###-#### 4/11/88 9/9/2002 S&L R&D 285 Meat Processing Procedure Egees et al. URG 21768 8/14/1982 12337 8/4/1985 4/26/2000 S&L R&D 285 Meat Processing Procedure Egees et al. USA 302456 9/16 ###-###-#### 6/14/1983 9/15/2001 S&L R&D 462 A Pie Having a Microwave Swis SH et al./ USA 085373 8/14 ###-###-#### 4/17/1990 8/14/2007 B&W R&D Brownable Crust and Piercing, BH Method of Baking Same O'Meara JP Widieus WA 520 Container Filling and Baranowski, J CAN 20594403 1/15 ###-###-#### 7/9/1998 4/15/2012 B&W ENG Sealing System 520 Container Filling and Baranowski, J USA 641133 1/18 ###-###-#### 3/23/1993 1/15/2011 B&W ENG Sealing System a/k/a Flange Contaminent Remover 520A Container Filling and Baranowski, J USA 718384 6/20 ###-###-#### 3/23/1993 1/15/2011 B&W ENG Sealing System

~~Law Firms: S&L - Sytmn______& Lynch CSC Dept. ENG-Engineering B&W - Banner & Wilcott PACK-Packaging B&B - Baker & Botts R&D-Research & Development~~