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Master Co-Pack Agreements

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Preview Full Doc	2005	Co-Pack Agreement Co-Pack Agreement (20K) Doc #1582536: Click preview link for longer preview. CO-PACK AGREEMENT THIS CO-PACK AGREEMENT (“Agreement”) is dated and effective as of June 27, 2005 (“Effective Date”), by and between Dean Foods Company (“Dean”), a corporation organized and existing under the laws of the State of Delaware, and TreeHouse Foods, Inc. (“TreeHouse”), a corporation organized and existing under the laws of the State of Delaware. RECITALS WHEREAS, Dean, through its subsidiaries, operates the Specialty Foods Group, Mocha Mix®, Second Nature®, and . . . 1582536	Treehouse Foods Treehouse Foods, Inc. ;	Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Co-Pack Agreement: Wilmer Cutler – Company 2515 McKinney Avenue Suite 1200 Dallas, Texas 75201 Telephone: (214) 303-3413 Fax: (214) 303-3853 Attention: General Counsel with a copy (which shall not constitute effective notice) to: Wilmer Cutler Pickering Hale and Dorr LLP 2445 M Street, N.W. Washington, D.C. 20037 Telephone: (202) 663-6000 Fax: (202) 663-6363 Attention: Erika L. Robinson If to TreeHouse, to: _____________ dt 1415213
Preview Full Doc	2003	Co-Pack Agreement Co-Pack Agreement (36K) Doc #184254: Click preview link for longer preview. Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC. AND INTEGRATED BRANDS, INC. DATED AS OF JULY 5, 2003 {PAGE} THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc. ("Dreyer's"). WHEREAS, Dreyer's, New December, Inc., a Delaware corporation, Nestle Ice Cream Company, LLC, a Delaware limited liability company ("NICC"), and Integrated Brands have entered into an Amended and Restated Asset Purchase and Sale Agreement, as amended and restated on June 4, 2003 (the "Asset Sale Agreement"), pursuant to which, among other things, Integrated Brands shall purchase and Dreyer's and NICC shall sell, or cause to be sold, subject to the terms and conditions thereof, the Ice Cream Assets (as defined in the Asset Sale Agreement) and the Distribution Assets (as defined in the Asset Sale Agreement); and WHEREAS, in connection with the Asset Sale Agreement, Integrated Brands desires that Dreyer's produce and sell to Integrated Brands, and Dreyer's is willing to produce and sell to Integrated Brands, certain Products (as defined below) during the period set forth herein following the closing of the transactions contemplated by the Asset Sale Agreement; and WHEREAS, as an essential part of the transactions contemplated by the Asset Sale Agreement, Dreyer's has agreed to produce and sell to Integrated Brands such Products, on the terms and subject to the conditions hereof. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. DEFINITIONS. a. Month. The term "Month" shall mean each fiscal month of Dreyer's (4 or 5 weeks). Dreyer's shall provide to Integrated Brands a schedule of its Months for the term of this Agreement. b. Products. The term "Products" shall have the meaning set forth in the Asset Sale Agreement. c. Specifications. The term "Specifications" shall mean the formulas, ingredient and packaging specifications and the direction sheets for the manufacture of the Products provided to Dreyer's by Integrated Brands as Integrated Brands may amend the same from time to time in its sole discretion. d. Trademarks. The term "Trademarks" shall mean the trademarks, trade names and logos used in connection with the Products, together with any and all designs, trade dress, copyrights, goodwill or other intellectual property associated therewith. 2. GRANT OF MANUFACTURING RIGHT. a. Requirements. Upon the terms and conditions set forth in this Agreement, Integrated Brands grants to Dreyer's, and Dreyer's hereby accepts, the non-exclusive right and obli- -2- {PAGE} gation to manufacture Integrated Brands' requirements for the Products, as such requirements shall be evidenced by Integrated Brands' orders for the Products submitted to Dreyer's. b. Quantity. Integrated Brands shall have the option to procure some or all of its requirements for the Products from Dreyer's in Integrated Brands' discretion. c. Reservation. No right other than that expressly contained herein is hereby granted to Dreyer's. Integrated Brands expressly reserves to itself the right to manufacture the Products and any other products itself and to enter into agreements to manufacture the Products and any other products with other third-party manufacturers in its absolute discretion. d. Limitation. Dreyer's shall manufacture the Products solely for the account of Integrated Brands. Dreyer's is expressly prohibited from manufacturing any Products for its own account or for the account of any third party. e. Plant Location. Dreyer's shall manufacture the Products at Dreyer's plants located at Union City, California, City of Commerce, California, Tulane, California, Bakersfield, California, Fort Wayne, Indiana and Houston, Texas (the "Plants"). f. Specifications. Dreyer's shall manufacture the Products solely in accordance with the Specifications and this Agreement. Dreyer's shall in no event use the Specifications for any purpose other than to manufacture the Products for Integrated Brands in accordance with this Agreement. g. Packaging. Dreyer's shall package the Products solely using the appropriate packaging materials as directed by Integrated Brands expressly for use in connection with the Products; [**]. Dreyer's shall in no event package any products except the Products using any packaging materials provided by Integrated Brands for use in connection with the Products. h. Title; Risk of Loss. Title to Product shall pass to Integrated Brands upon completion of the manufacturing process. Dreyer's assumes all risk of loss for the Products until such Products are delivered to a Customer or Integrated Brands. 3. PRICING. a. Formula Pricing. Subject to this Agreement, Dreyer's shall produce finished goods Products and sell the same to Integrated Brands, and Integrated Brands shall purchase said finished goods Products from Dreyer's, for the Total Price (as defined below) for each Product. The term "Total Price" shall mean, with respect to all Products produced hereunder, an amount equal to [] (the "Processing Fee"). The Total Price shall be Dreyer's only charge to Integrated Brands for any goods or services provided hereunder. b. Processing Fee. The Processing Fee [] (as defined below). c. Material Cost. The term "Material Cost" shall mean the [] costs paid by Dreyer's for the ingredients and packaging, []. The Material Cost will be calculated []. At the end of [**], Dreyer's shall provide to Integrated Brands a list of Material Cost for each 184254	Dreyer's Dreyer's Grand Ice Cream, Inc. ( Food Processing ) As referenced in this Co-Pack Agreement: DREYER'S GRAND ICE CREAM, INC – Confidential treatment has been requested with respect to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC . AND INTEGRATED BRANDS, INC. DATED AS OF JULY 5, 2003 {PAGE} THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, _____________ Dreyer's Grand Ice Cream, Inc – this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc . ("Dreyer's"). WHEREAS, Dreyer's, New December, Inc., a Delaware corporation, Nestle Ice Cream Company, LLC, a Delaware limited liability company ("NICC"), _____________ Dreyer's Grand Ice Cream, Inc – Integrated Brands, Inc. 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer -10- {PAGE} To Dreyer's: Dreyer's Grand Ice Cream, Inc . 5929 College Avenue Oakland, California 94618 Attn: General Counsel To Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 _____________ DREYER'S GRAND ICE CREAM, INC – the parties hereto have caused this instrument to be duly executed as of the date and year first written above. INTEGRATED BRANDS, INC. DREYER'S GRAND ICE CREAM, INC** . By: /s/ David J. Stein By: /s/ T. Gary Rogers -------------------------- ------------------------------------ David J. Stein T. Gary Rogers Co-Chief Executive Officer Chairman of _____________ dt 309976 ; Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Co-Pack Agreement: INTEGRATED BRANDS, INC – to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC. AND INTEGRATED BRANDS, INC . DATED AS OF JULY 5, 2003 {PAGE} THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by _____________ Integrated Brands, Inc – AS OF JULY 5, 2003 {PAGE} THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc ., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc. ("Dreyer's"). WHEREAS, Dreyer's, New December, Inc., a _____________ Integrated Brands, Inc – of address is given, in writing, and the date of receipt shall be deemed the date the notice is received: To Integrated Brands: Integrated Brands, Inc . 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer -10- {PAGE} To Dreyer's: Dreyer's _____________ INTEGRATED BRANDS, INC – IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date and year first written above. INTEGRATED BRANDS, INC** . DREYER'S GRAND ICE CREAM, INC. By: /s/ David J. Stein By: /s/ T. Gary Rogers -------------------------- ------------------------------------ David J. Stein T. Gary Rogers _____________ dt 309985 ;	Howrey Simon Howrey Simon Arnold & White ( Legal ) As referenced in this Co-Pack Agreement: Howrey, Simon – Inc. 800 North Brand Blvd. Glendale, California 91203 Attn: General Counsel with a copy to: Howrey, Simon , Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. dt 37378 ; Dreyers Grand Ice Cream Holdings Inc
Preview Full Doc	2003	Co-Pack Agreement Co-Pack Agreement (37K) Doc #1641484: Click preview link for longer preview. EXECUTION COPY Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC. AND INTEGRATED BRANDS, INC. DATED AS OF JULY 5, 2003 <PAGE> THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc., a New Jersey corporation (" . . . 1641484	Dean Foods Dean Foods Co ; Dreyer's Dreyer's Grand Ice Cream, Inc. ( Food Processing ) As referenced in this Co-Pack Agreement: DREYER'S GRAND ICE CREAM, INC – separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC . AND INTEGRATED BRANDS, INC. DATED AS OF JULY 5, 2003 <PAGE> THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and _____________ Dreyer's Grand Ice Cream, Inc – lt;PAGE> THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc . ("Dreyer's"). WHEREAS, Dreyer's, New December, Inc., a Delaware corporation, Nestle Ice Cream Company, LLC, a Delaware limited liability company ("NICC"), and Integrated Brands have entered into an _____________ Dreyer's Grand Ice Cream, Inc – is received: To Integrated Brands: Integrated Brands, Inc. 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer -10- <PAGE> To Dreyer's: Dreyer's Grand Ice Cream, Inc . 5929 College Avenue Oakland, California 94618 Attn: General Counsel To Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Blvd. Glendale, California 91203 Attn: _____________ DREYER'S GRAND ICE CREAM, INC – 12- <PAGE> IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date and year first written above. INTEGRATED BRANDS, INC. DREYER'S GRAND ICE CREAM, INC** . By: /s/ David J. Stein By: /s/ T. Gary Rogers -------------------------- ------------------------------------ David J. Stein T. Gary Rogers Co-Chief Executive Officer Chairman of the Board of Directors and Chief Executive _____________ dt 1410565 ;	Integrated Brand Integrated Brands, Inc. ( Miscellany ) As referenced in this Co-Pack Agreement: INTEGRATED BRANDS, INC – Confidential treatment has been requested with respect to the omitted portions. The omitted portions are indicated by [**]. EXECUTION COPY Co-PACK AGREEMENT BETWEEN DREYER'S GRAND ICE CREAM, INC. AND INTEGRATED BRANDS, INC . DATED AS OF JULY 5, 2003 <PAGE> THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc., _____________ Integrated Brands, Inc – AND INTEGRATED BRANDS, INC. DATED AS OF JULY 5, 2003 <PAGE> THIS CO-PACK AGREEMENT (this "Agreement") dated as of July 5, 2003 is made by and between Integrated Brands, Inc ., a New Jersey corporation ("Integrated Brands"), and Dreyer's Grand Ice Cream, Inc. ("Dreyer's"). WHEREAS, Dreyer's, New December, Inc., a Delaware corporation, Nestle Ice Cream Company, LLC, _____________ Integrated Brands, Inc – forth below unless notification of a change of address is given, in writing, and the date of receipt shall be deemed the date the notice is received: To Integrated Brands: Integrated Brands, Inc . 4175 Veterans Highway Ronkonkoma, New York 11779 Attn: David J. Stein, Co-Chief Executive Officer -10- <PAGE> To Dreyer's: Dreyer's Grand Ice Cream, Inc. 5929 _____________ INTEGRATED BRANDS, INC –** state of affairs. * * * -12- <PAGE> IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the date and year first written above. INTEGRATED BRANDS, INC . DREYER'S GRAND ICE CREAM, INC. By: /s/ David J. Stein By: /s/ T. Gary Rogers -------------------------- ------------------------------------ David J. Stein T. Gary Rogers Co-Chief Executive Officer Chairman of the _____________ dt 1543181 ; Howrey Simon Howrey Simon Arnold & White ( Legal ) As referenced in this Co-Pack Agreement: Howrey, Simon – 94618 Attn: General Counsel To Nestle Holdings, Inc.: Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 North Brand Blvd. Glendale, California 91203 Attn: General Counsel with a copy to: Howrey, Simon , Arnold & White LLP 1299 Pennsylvania Avenue, N.W. Washington, DC 20004 Attn: Roxann E. Henry, Esq. In the event that Integrated Brands gives notice regarding any breach or _____________ dt 1477501
Preview Full Doc	2001	Co-Pack Agreement Co-Pack Agreement (59K) Doc #1582616: Click preview link for longer preview. CO-PACK AGREEMENT ----------------- THIS CO-PACK AGREEMENT, made and entered into this 9th day of February, 2001, by and between Heinz Frozen Food Company, a Delaware corporation ("Co-Packer") and Luigino's, Inc., a Minnesota corporation ("Luigino's"). WITNESSETH: ----------- WHEREAS, Co-Packer, the All American Gourmet Company and Luigino's have of even date herewith executed a stock purchase agreement pursuant to . . . 1582616	Luiginos Luiginos Inc