CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (?SEC?) PURSUANT TO SEC RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED MANUFACTURING AND LIMITED DISTRIBUTION LICENSE AGREEMENT

during the Term in connection with, and only in connection with, the manufacture, distribution or sale by PBI of the Approved Products.

(b)            Term .  During the Test Market Term, PBI shall engage in commercially reasonable actions to determine the likelihood of success of the Approved Products.  Upon a “successful” Test Market Term, PBI may, at its option, choose to continue the Agreement for the Initial Term.  A “successful” Test Market Term shall mean either: (1) that PBI has billed Customers for a total of at least [*] Dollars ($[*]) in Net Sales, and PBI has paid to CBI at least [*] Dollars ($[*]) in Royalty Fees, and PBI Customers have experienced an acceptable sell-through rate for the Approved Products or (2) that PBI Customers have experienced a sell-through rate for the Approved Products that warrants, in PBI’s sole discretion, continuing distribution of the Approved Products.  At the conclusion of the Initial Term, PBI may renew this Agreement for the Renewal Term by notifying CBI in writing of such intent within thirty (30) days before the expiration of the Initial Term.    PBI shall, at its sole expense, use diligent, good faith efforts to sell, market and promote the Approved Products in the Territory during the Test Market Term, Initial Term and the Renewal Term.  Unless specifically stated otherwise in this Agreement, all costs and expenses relating to such marketing activities and strategy shall be borne by PBI.

(c)            Minimum Net Sales .   Should PBI fail to make the Minimum Net Sales required in any year or to meet its obligations under Section 2(b) , PBI, at its option may, within thirty (30) days following such year, or its failure to meet its obligations under Section 2(b), pay to CBI as a Royalty Fee the difference between Earned Royalties based on the actual Net Sales and the Earned Royalties that would have been due based on the Minimum Net Sales required for such year.  Should PBI fail to pay such amount to CBI, CBI’s sole and exclusive remedy will be to terminate this Agreement, except that such termination shall not be considered “with cause” under Section 17(b).

(d)            Limitations .  The Trademarks shall be used by PBI only in connection with the manufacture, distribution or sale of the Approved Products during the Term and may not be used for any other merchandise.

(e)            Third Party Manufacturers .  Subject to all terms of this Agreement, PBI has the right to authorize Third Party manufacturers to use the Trademarks in the manufacture or creation of the Approved Products and related marketing, distribution, packaging and shipping materials on behalf of PBI or its Affiliates.  PBI shall be responsible for requiring its Third Party manufacturers to use the Trademarks and produce the Approved Products such that they satisfy all the requirements of this Agreement.

(f)             No Other Right to Licensed Marks .  This Agreement conveys to PBI no other rights in the Trademarks or to other intellectual property owned by CBI; nor does this Agreement grant to any other Third Party rights to the Trademarks or to other Intellectual Property owned by CBI.

(g)            No Rights Outside Territory .  PBI agrees that it possesses no right to sell the Approved Products to exporters or others for resale or reshipment outside the Territory.  In the event that PBI becomes aware that any party to whom it sells the Approved Products intends to sell or ship, or is selling or shipping, the Approved Products outside the Territory, PBI shall take actions which are both commercially reasonable and legally permissible to prevent such sales or shipment.  In such case, PBI shall indemnify and hold CBI harmless from any damages, subject to paragraph 20 and 14(c) herein, that may result from such action.

(h)            CBI Modification of Trademarks .  PBI acknowledges that from time to time and without PBI’s approval, CBI may modify certain elements of the Trademarks, add new marks, or discontinue the use of certain Trademarks.  Accordingly, CBI does not represent or warrant that the

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Trademarks or any of its elements will be maintained or used in any particular fashion.  In the event that CBI modifies the Trademarks or creates new Trademarks, this Agreement applies to any such modifications or creations effective upon written notification from CBI; provided, however, that PBI may continue to sell, manufacture and distribute, and shall not be required to destroy or cease using, any Approved Products inventories, raw materials or supplies (including packaging and labeling components thereof that have not yet been consumed) that exist or are part of work in progress as of PBI’s receipt of the notification unless directed otherwise by CBI and CBI agrees to pay all reasonable costs related to destroying or ceasing use of all Approved Products inventories, raw materials or supplies (including packaging and labeling components thereof that have not yet been consumed) that exist or are part of work in progress, and the creation of any and all necessary new artwork.  Upon written notification to PBI, which shall be timely and not unreasonably withheld, this Agreement shall automatically include a license to PBI to any such modified or new Trademarks, consistent with the terms stated herein.  PBI will have a period of not less than ninety (90) days before CBI shall require PBI to begin use of any modified or new Trademarks.

(i)             Trademarks .  PBI shall not use any of the Trademarks as part of its corporate or other company names.

3.              Transferability .  Neither Party shall sell, assign, mortgage, transfer or otherwise encumber this Agreement, to any Third Party, except as expressly approved, in writing, by the other Party, which approval shall not be unreasonably withheld.  Notwithstanding the foregoing, however, upon prior sixty (60) days written notice to the other Party, a Party may assign or transfer this Agreement to any corporation which is or becomes an Affiliate of such Party, or which survives a merger in which such Party participates, or to any corporation or other person or business entity which acquires all or substantially all of the assets of such Party, provided, however, that the Third Party to whom such assignment is made agrees to comply in full with the obligations hereunder.

4.              Payment and Reporting Obligations .

(a)            Sales and Forecast Reports .  Within ten (10) days of the end of each month and thirty (30) days of the end of each PBI fiscal quarter, PBI shall provide CBI a sales report for the prior month and fiscal quarter by Approved Product, together with a non-binding forecast of sales for the upcoming month or fiscal quarter, as applicable.

(b)            Royalty Fee .  Within thirty (30) days following the end of each PBI fiscal quarter during the Term, PBI shall pay to CBI the Earned Royalties due from sales of the Approved Products during the preceding quarter.

(c)            Accounting .  In addition to PBI’s payment obligations set forth in Section 4(b) above, within thirty (30) days following the last day of each PBI fiscal quarter, PBI shall provide CBI with a written accounting report that includes: (i) the sales of Approved Products for the reporting period, (ii) the number and a description of any returned or rejected shipments, including order size and the date of the shipment that was rejected or returned, (iii) such other information as CBI may reasonably request.  Such accounting report shall be signed by the chief financial officer of PBI or such other senior officer of PBI as may be reasonably acceptable to CBI, shall be certified as being true and accurate, shall be a complete accounting of the subject accounting period, and shall correspond to and support the payments required in Section 4(b) for the same period.

(d)            Annual Reports .  PBI shall provide CBI with an annual aggregate statement for the preceding PBI fiscal year.  Such annual reports, which shall be certified as accurate by PBI’s chief

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financial officer, shall be delivered as soon as possible after the last day of the immediately preceding PBI fiscal year of the Agreement, but in no event later than sixty (60) days after the end of such year.

(e)            Audit Rights .  During the term of this Agreement and for a period of twenty-four (24) months after the termination or expiration hereof, PBI shall maintain, and CBI shall have the right, at CBI’s sole cost, to inspect and audit PBI’s books and records required to verify the amounts due hereunder, any invoices submitted hereunder, and compliance by PBI with the terms and conditions of this Agreement.  PBI shall maintain adequate books and records to document all sales and all items reflected in the computation of the Royalty Fees.  Such books and records shall be made available to CBI at any time during regular business hours, upon ten (10) days advance written request.

5.              Trademarks

(a)            Ownership and Registration .  CBI represents that it owns all right, title, and interest to the Trademarks, and that trademark registrations have been received from the government of the United States for the Trademarks or that CBI has filed the necessary applications for registration , as set forth in Exhibit A .  CBI represents that as of the date of this Agreement, no Third Party has made any meritorious claim (as determined by a court of competent jurisdiction) of right, misappropriation or infringement relative to the Trademarks and CBI warrants that, to the best of CBI’s knowledge, CBI’s licensing of the Trademarks to PBI does not infringe upon or otherwise violate any legal rights of any Third Party in the Territory known to CBI.

(b)            Restrictions .  PBI agrees that all of the Trademarks are the sole property of CBI and that any use of the Trademarks outside the scope of this Agreement without CBI’s express written consent is an infringement of CBI’s exclusive right to use and ownership of the Trademarks.  Nothing herein shall give PBI any right, title, interest in or right to use the Trademarks during the course of, or after the termination of, this Agreement, except the right to use the Trademarks in accordance with the terms of this Agreement.  PBI agrees that the use of the Trademarks pursuant to this Agreement does not constitute a grant of any ownership interest or other interest in or to the Trademarks, and any and all goodwill arising from the use of the Trademarks shall inure solely and exclusively to CBI.  Further, any right and license of the Trademarks granted hereunder is non-exclusive except as provided for herein and CBI has and retains the rights, among others, to use the Trademarks itself in connection with selling any products and services and retains the right to grant others the right to use the Trademarks, except as otherwise expressly set forth herein.

(c)            Use .  PBI shall not act, directly or indirectly, in a manner which might lead a Third Party to believe that the Trademarks are owned by PBI

(d)            Warranties .  PBI acknowledges the importance of maintaining the validity of all of the Trademarks and the valuable goodwill associated with the Trademarks.  Accordingly, PBI agrees that it:

(i)             Shall not have any right to use any portion of the Trademarks without CBI’s prior written consent in each case first obtained;

(ii)            Shall not use the Trademarks as part of PBI’s corporate or other legal or fictitious name or combine PBI’s name or trademarks with those of CBI in any manner that is likely to cause confusion or be mistaken for the Trademarks;

(iii)           Shall comply with any requirements established by CBI concerning the style, design, display and use of the Trademarks, to correctly use the trademark symbol ™ or registration

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symbol ®, as the case may be, with every use of the Trademarks as may be authorized or approved by CBI;

(iv)           Shall not sell any item other than the Approved Products bearing the Trademarks without CBI’s prior written consent in each case first obtained and shall not use the Trademarks for any purpose other than provided in this Agreement; however, PBI may use any textual and/or pictorial matter, previously approved by CBI in writing, for Promotional Materials or display and advertising material as may, in PBI’s reasonable judgment, promote the sale of the Approved Products, so long as such CBI approval was granted within the twelve (12) months prior to the date of PBI’s anticipated use of such matter and except as where otherwise required by Court order, judgment or decree.

(v)            Shall not attempt any sublicense, assignment or other transfer of any interest in any portion of any of the Trademarks or this Agreement, except as described in Section 3 ; and

(vi)           Shall not challenge or contest in any way the validity of the Trademarks, or the registration, or the ownership thereof by CBI or assist any Third Party in challenging CBI’s rights in the Trademarks.  At CBI’s expense, PBI shall execute any documents reasonably requested by CBI necessary to obtain or retain any protection for the Trademarks or to maintain their continued validity and enforceability.

(e)            Modification of Trademarks .  CBI reserves the right to change or substitute a new or revised trademark for any Trademark. In the event CBI decides to change some or all of the Trademarks, PBI shall cease using the discontinued Trademarks and shall begin distribution of the Approved Products under the new Trademark(s) within ninety (90) days of such written notice from CBI (or such shorter period as may be required by a court of competent jurisdiction).  CBI shall reimburse PBI for all reasonable expenses it incurs in making the appropriate Trademark change or changes, including without limitation, reasonable packaging expenses, marketing materials expenses and sales materials expenses.

(f)             Notification .  PBI agrees to notify CBI of any infringement of, or challenge to the validity of CBI’s ownership of the Trademarks, including the existence of any non-CBI trademark or trade name of which it may become aware that is similar in sight, sound, appearance or meaning to the Trademarks.  PBI expressly agrees that it shall take no action with regard to such trademark or trade name other than notification of CBI.

6.              Intellectual Property .

(a)            Ownership .  PBI shall own all Intellectual Property rights relating to the Approved Products, including without limitation, all rights in and to all Licensee Know How, Licensee Marks, copyrights, trade names, trade dress, product names, slogans, packaging, labeling, recipes, Promotional Materials, manuals, as well as derivative works, duplicates, replicas, reproductions, and summaries of the foregoing (“ PBI Intellectual Property ”).  CBI shall own the Trademarks and all Intellectual Property of CBI and warrants that it has the right to grant PBI the licenses in this Agreement.

(b)            Reproductions .  Except as described in this Section 6 , all reproductions, notes, summaries, specifications, and similar documents relating to the PBI Intellectual Property shall become and remain the property of PBI immediately upon creation.

(c)            Notification .  Each Party agrees to notify the other Party of any infringement of such other Party’s Intellectual Property rights.  Each Party expressly agrees that it shall take no action with regard to such violations other than the notification required by this Section.

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(d)            Ownership and Use of Artwork and Designs .

(i)             Upon first obtaining the consent of CBI, PBI may use any Licensee Mark in conjunction with the Trademarks; provided, however, that the Trademarks must be displayed in a more prominent manner than the Licensee Marks.

(ii)            PBI shall own all copyrights and other proprietary rights in any and all artwork or designs created by or for PBI for use in connection with the Approved Products, except to the extent such artwork or designs utilizes the Trademarks.  Any portions of any and all artwork or designs created by CBI in connection with the Approved Products shall be owned exclusively by CBI, except to the extent such artwork or designs utilizes Licensee Know How or the Licensee Marks.

(iii)           CBI reserves for itself and its Affiliates all rights to use any and all artwork or designs that created by or for CBI hereunder, without limitation, except that, without PBI’s prior written consent, CBI may not use such artwork or designs except to fulfill its obligations under this Agreement if such artwork or designs include Licensee Know How or Licensee Marks.  CBI agrees that, during the Term, it will not authorize the use of any artwork or designs created by or for PBI pursuant to this Agreement on any product similar to the product for which the artwork or design was created by PBI, without the prior written consent of PBI

(iv)           PBI shall have no obligation to license CBI to use any Licensee Marks, nor to disclose to CBI any Licensee Know How.  Any Licensee Know How disclosed to CBI in PBI’s sole discretion shall be considered PBI Confidential Information subject to the provisions of Section 13 .

(v)            For any PBI Intellectual Property that utilizes the Trademarks or any artwork or designs owned by CBI as described in this Section in whole or in part, PBI and its Affiliates shall destroy such PBI Intellectual Property upon expiration or termination of this Agreement for any reason and shall confirm to CBI in writing that PBI has done so.  Similarly, for any artwork or designs owned by CBI as described in this Section in whole or in part, which utilizes the PBI Intellectual Property in whole or in part, CBI and its Affiliates shall destroy such artwork or designs upon expiration or termination of this Agreement for any reason and shall confirm to PBI in writing that CBI has done so.

7.              Quality Control and Quality Assurance PBI acknowledges, and desires to help maintain, CBI’s goodwill and the validity of the Trademarks.

(a)            Pre-Production Approval of Product Samples .  PBI shall furnish to CBI, free of charge, for its written approval as to quality and style, at least the number of samples specified below of each of the Approved Products to be manufactured, distributed, sold or otherwise used under this Agreement, together with their packaging, hangtags, and wrapping material in each of the following successive stages: (i) at least one (1) sample of rough sketches/layout concepts or description of flavor or food (including, without limitation, details of the materials to be used, application of artwork and rough product dimensions); (ii) at least one (1) sample of all finished artwork or final proofs; (iii) at least one (1) sample of all prototypes or strike-offs; and (iv) at least twenty-four (24) samples of finished products, including all packaging materials from the initial production run.  No Approved Products or other material utilizing the Trademarks shall be manufactured (except to the extent required to produce production samples), sold, distributed, promoted or otherwise used in any manner whatsoever by PBI without the prior written approval of CBI of such Approved Products and materials at each successive stage; however, PBI may use any textual and/or pictorial matter, previously approved by CBI in writing, for Promotional Materials or display and advertising material as may, in PBI’s reasonable judgment, promote the sale of the Approved Products, so long as such CBI approval was granted within the twelve (12) months prior to the date of PBI’s anticipated use of such matter and except as where otherwise required by Court order, judgment or decree..  If CBI fails to approve in writing any product submission

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within five (5) business days after receipt of PBI’s submission, such failure shall be deemed to constitute approval of the submission.

(b)            PBI shall also provide CBI with three (3) days advance notice of the anticipated date of the first production run for any new or significantly modified Approved Product, which notice shall include (i) the Approved Products that will be manufactured during the production run; and (ii) the quantity of Approved Products that will be manufactured during the production run.  No more than once per PBI fiscal quarter, PBI will provide from any production run such number of samples as CBI may reasonably request.  In the event that a sample does not meet the Quality Specifications for the Approved Products, then CBI shall notify PBI thereof within forty-eight (48) hours of CBI’s receipt of the sample of any reasonable objection or inconsistency in the Approved Products in which event PBI shall at its sole cost and expense, unless such objection or inconsistency results from the Approved Ingredients, (a) discontinue the Approved Products and (b) recall and destroy any of the Approved Products produced during the subject production run.  PBI shall thereafter provide a substitute lot to CBI.

(c)            Right of Entry .  PBI agrees to provide and allow CBI or its representatives throughout the Term of this Agreement the right of entry at PBI’s manufacturing facility at a mutually agreed upon time during normal operating hours to inspect PBI’s manufacturing standards, including without limitation the cleanliness and standards employed prior to or during any production run of the Approved Products.  Additionally, PBI shall allow CBI to inspect, within PBI’s facility and on a confidential basis, a copy of all PBI’s quality control manuals that relate to the safety and