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TRADEMARK LICENSE

Trademark License Agreement

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This Trademark License Agreement involves

TreeHouse Foods, Inc.

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Title: TRADEMARK LICENSE
Governing Law: United States Of America     Date: 6/28/2005

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Exhibit 10.5

TRADEMARK LICENSE

This Trademark License (the “ Agreement ”) is made and entered into between TreeHouse Foods, Inc., a Delaware corporation (“ TreeHouse ”) and Dean Foods Company, a Delaware corporation (“ Dean ”), Dean Intellectual Property Services II, L.P., a Delaware limited partnership (“ Dean IP II ”), and Dean Specialty Intellectual Property Services, L.P., a Delaware limited partnership (“ Dean IP ”), as of the Distribution Date set forth below.

     WHEREAS, Dean, through its subsidiaries, operates the Specialty Foods Group, and the MochaMix ®, SecondNature ®, and food service dressings businesses (the “ Transferred Businesses ”);

     WHEREAS, the Board of Directors of Dean has determined that it would be advisable and in the best interests of Dean and its stockholders for Dean to transfer and assign, or cause to be transferred and assigned, to TreeHouse the business, operations, assets and liabilities related to the Transferred Businesses;

     WHEREAS, Dean desires to transfer and assign, or cause to be transferred or assigned, to the TreeHouse Parties (as defined in that certain Distribution Agreement between Dean and TreeHouse, dated as of June 27, 2005 (the “ Distribution Agreement ”)) the assets and properties of the Transferred Businesses and the TreeHouse Parties desire to accept the transfer and assignment of such assets and to assume, or cause to be assumed, the liabilities and obligations arising out of or relating to the Transferred Businesses as provided in the Distribution Agreement;

     WHEREAS, the date on which the above transaction is to become effective is referred to as the “ Distribution Date ” as defined in the Distribution Agreement; and

     WHEREAS, the parties hereto deem it to be appropriate and in the best interests of the Dean Licensors (as defined in Section 1(b) below) and the TreeHouse Entities (as defined in Section 1(c) below) that the Dean Licensors grant to the TreeHouse Entities a license to use certain trademarks, trade names and logos under the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the meaning set forth in this Section 1.

     (a) “ Affiliates ” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity. For the purpose of this definition, the term “control” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing.

 


 

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     (b) “ Dean Licensors ” means Dean, Dean IP II and Dean IP.

     (c) “ TreeHouse Entities ” means TreeHouse and its Affiliates, but only for so long as they remain Affiliates.

2. License of Licensed Marks . During the term of this Agreement, and subject to termination pursuant to Section 10 below, the Dean Licensors hereby grant to the TreeHouse Entities an exclusive, royalty-free, non-transferable license to display and use the trademarks, trade names, trade dress and logos set forth on Exhibit A hereto (the “ Licensed Marks ”) worldwide in connection with the products produced, marketed or sold by the Transferred Businesses.

3. Restrictions on Use .

     (a) The TreeHouse Entities may not register or reserve any Licensed Mark or any words or images confusingly similar thereto as a trademark, trade name, corporate name or domain name anywhere in the world. The TreeHouse Entities may not attack or challenge the title and interest of the Dean Licensors in or to the Licensed Marks.

     (b) If any Dean Licensor at any time finds that the Licensed Marks are being used other than in accordance with the terms of this Agreement (“ Unauthorized Use ”), such Dean Licensor may notify TreeHouse in writing of such Unauthorized Use. If the relevant TreeHouse Entity fails to correct or have corrected such Unauthorized Use within thirty (30) days after receipt of such notice, or if such correction can not reasonably be accomplished within such 30-day period if commercially reasonable steps to correct the Unauthorized Use have not been taken during such 30 day period, the relevant Dean Licensor may, at its election, suspend any or all of the licenses granted under this Agreement until such time as such Unauthorized Use is corrected to such Dean Licensor’s reasonable satisfaction.

4. Reservation of Rights . The Dean Licensors reserve all rights in the Licensed Marks and other Dean intellectual property not expressly granted in this Agreement.

5. Ownership of Intellectual Property . The TreeHouse Entities acknowledge and agree that the Licensed Marks, and all applications, registrations and renewals thereof, and all associated goodwill therein, are owned by and vested in the Dean Licensors. All use by the TreeHouse Entities of the Licensed Marks hereunder shall inure to the benefit of the Dean Licensors. The TreeHouse Entities agree not to challenge, directly or indirectly, the rights of any Dean Licensor in or to the Licensed Marks. The TreeHouse Entities will cause the Licensed Marks to be accompanied by an appropriate trademark symbol (either â or TM or a corresponding foreign symbol) as specified by any Dean Licensor. The Dean Licensors shall maintain all the Licensed Marks at their expense.

6. Quality Control . The TreeHouse Entities shall maintain and adhere to any and all trademark guidelines for display of the Licensed Marks or other reasonable quality control standards for products bearing the Licensed Marks t


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