SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Kraft Foods Group, Inc. – ‘10-Q’ for 3/28/15 – ‘EX-2.2’

On:  Tuesday, 4/28/15, at 4:09pm ET   ·   For:  3/28/15   ·   Accession #:  1545158-15-82   ·   File #:  1-35491

Previous ‘10-Q’:  ‘10-Q’ on 10/30/14 for 9/27/14   ·   Latest ‘10-Q’:  This Filing   ·   3 References:   

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/28/15  Kraft Foods Group, Inc.           10-Q        3/28/15   81:7.3M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    426K 
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     38K 
                Liquidation or Succession                                        
 3: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML     44K 
                Liquidation or Succession                                        
 4: EX-10.1     Material Contract                                   HTML     46K 
 5: EX-10.2     Material Contract                                   HTML     54K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
56: R1          Document and Entity Information                     HTML     47K 
44: R2          Condensed Consolidated Statements of Earnings       HTML     71K 
54: R3          Condensed Consolidated Statements of Comprehensive  HTML     65K 
                Earnings                                                         
58: R4          Condensed Consolidated Balance Sheets               HTML    147K 
75: R5          Condensed Consolidated Balance Sheets               HTML     34K 
                (Parenthetical)                                                  
46: R6          Condensed Consolidated Statements of Equity         HTML     60K 
53: R7          Condensed Consolidated Statements of Equity         HTML     26K 
                (Parenthetical)                                                  
40: R8          Condensed Consolidated Statements of Cash Flows     HTML    113K 
30: R9          Background and Basis of Presentation                HTML     30K 
76: R10         Inventories                                         HTML     34K 
60: R11         Property, Plant and Equipment                       HTML     38K 
59: R12         Goodwill and Intangible Assets                      HTML     44K 
65: R13         Cost Savings Initiatives                            HTML     49K 
66: R14         Capital Stock                                       HTML     37K 
63: R15         Stock Plans                                         HTML     31K 
67: R16         Postemployment Benefit Plans                        HTML     66K 
55: R17         Financial Instruments                               HTML    170K 
57: R18         Commitments, Contingencies and Debt                 HTML     30K 
62: R19         Income Taxes                                        HTML     28K 
81: R20         Accumulated Other Comprehensive Losses              HTML     80K 
71: R21         Earnings Per Share ("Eps")                          HTML     50K 
50: R22         Segment Reporting                                   HTML     73K 
61: R23         Proposed Merger                                     HTML     30K 
52: R24         Background and Basis of Presentation (Policies)     HTML     26K 
23: R25         Inventories (Tables)                                HTML     33K 
72: R26         Property, Plant and Equipment (Tables)              HTML     37K 
78: R27         Goodwill and Intangible Assets (Tables)             HTML     38K 
35: R28         Cost Savings Initiatives (Tables)                   HTML     51K 
34: R29         Capital Stock (Tables)                              HTML     34K 
38: R30         Postemployment Benefit Plans (Tables)               HTML     62K 
39: R31         Financial Instruments (Tables)                      HTML    167K 
41: R32         Accumulated Other Comprehensive Losses (Tables)     HTML     78K 
21: R33         Earnings Per Share ("Eps") (Tables)                 HTML     47K 
69: R34         Segment Reporting (Tables)                          HTML     67K 
49: R35         Background and Basis of Presentation Background     HTML     27K 
                and Basis of Presentation Additional Information                 
                (Details)                                                        
51: R36         Components of Inventories (Detail)                  HTML     37K 
26: R37         Property, Plant and Equipment (Detail)              HTML     45K 
80: R38         Schedule of Goodwill by Reportable Segment          HTML     44K 
                (Detail)                                                         
15: R39         Goodwill and Intangible Assets - Additional         HTML     36K 
                Information (Detail)                                             
42: R40         Total Cost Savings Initiatives Expenses (Detail)    HTML     34K 
74: R41         Costs Savings Initiatives Expenses by Segment       HTML     48K 
                (Detail)                                                         
25: R42         Capital Stock - Additional Information (Detail)     HTML     45K 
33: R43         Capital Stock (Detail)                              HTML     44K 
37: R44         Stock Plans - Additional Information (Detail)       HTML     60K 
45: R45         Pension Plans-Components of Net Pension             HTML     56K 
                Cost/(Benefit) (Detail)                                          
20: R46         Postemployment Benefit Plans - Additional           HTML     56K 
                Information (Detail)                                             
29: R47         Postretirement Benefit Plans-Components of Net      HTML     41K 
                Postretirement Health Care Cost (Detail)                         
17: R48         Schedule of Derivative Instruments Fair             HTML    112K 
                Values(Detail)                                                   
73: R49         Notional Values Of Derivative Instruments (Detail)  HTML     29K 
24: R50         Schedule of Cash Flow Hedge Activity within         HTML     50K 
                Accumulated Other Comprehensive Losses, Net of                   
                Taxes (Detail)                                                   
70: R51         Cash Flow Hedges-(Losses) / Gains on                HTML     26K 
                Ineffectiveness (Detail)                                         
27: R52         Financial Instruments - Additional Information      HTML     31K 
                (Detail)                                                         
43: R53         Economic Hedges (Detail)                            HTML     32K 
16: R54         Commitments, Contingencies and Debt- Additional     HTML     34K 
                Information (Detail)                                             
19: R55         Income Taxes- Additional Information (Detail)       HTML     28K 
36: R56         Components of and Changes in Accumulated Other      HTML     54K 
                Comprehensive Losses (Detail)                                    
22: R57         Amounts Reclassified from Accumulated Other         HTML     64K 
                Comprehensive Losses (Detail)                                    
77: R58         Basic and Diluted Earnings per Share (Detail)       HTML     63K 
48: R59         Basic and Diluted Earnings per Share - Additional   HTML     27K 
                Information (Details)                                            
64: R60         Segment Reporting - Additional Information          HTML     24K 
                (Detail)                                                         
28: R61         Net Revenues by Segment (Detail)                    HTML     45K 
31: R62         Earnings before Income Taxes by Segment (Detail)    HTML     62K 
68: R63         Proposed Merger-Additional Information(Details)     HTML     34K 
79: XML         IDEA XML File -- Filing Summary                      XML    116K 
18: EXCEL       IDEA Workbook of Financial Reports                  XLSX    156K 
32: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.02M 
 9: EX-101.INS  XBRL Instance -- krft-20150328                       XML   1.56M 
11: EX-101.CAL  XBRL Calculations -- krft-20150328_cal               XML    191K 
12: EX-101.DEF  XBRL Definitions -- krft-20150328_def                XML    385K 
13: EX-101.LAB  XBRL Labels -- krft-20150328_lab                     XML   1.00M 
14: EX-101.PRE  XBRL Presentations -- krft-20150328_pre              XML    683K 
10: EX-101.SCH  XBRL Schema -- krft-20150328                         XSD    127K 
47: ZIP         XBRL Zipped Folder -- 0001545158-15-000082-xbrl      Zip    146K

‘EX-2.2’   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  KRFT 10-Q Q1 2015 EX-2.2  

EXHIBIT 2.2

FIRST AMENDMENT TO THE MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING
TRADEMARKS AND RELATED INTELLECTUAL PROPERTY

This First Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual Property (the "Amendment") is effective as of July 15, 2013 ("Amendment Effective Date") by and between Intercontinental Great Brands LLC (former company name GroceryCo IPCo Foods Global Brands LLC ("SnackCo IPCoSnackCo IPCo") and GroceryCo IPCo Foods Group Brands LLC ("GroceryCo IPCoGroceryCo IPCo”).

Background

SnackCo IPCo and GroceryCo IPCo entered into the Master Ownership and License Agreement Regarding Trademarks & Related Intellectual Property ("the Agreement") as of September 27, 2012 and now wish to amend the Agreement.

Amendment of Agreement

The parties agree as follows:

1. Amendments

1.1.     Sections 3.l(a)(i), 3.1(a)(ii), 3.1(b)(i), 3.1 (l) (i) 3.1(o), 3.2(b) and 3.2(e) of the Agreement are hereby deleted in their entirety and replaced with the Amended and Restated Sections as set forth on the attached Exhibit A.

2.Miscellaneous

2.1    Full Force and Effect. Except as expressly provided in this Amendment, the Agreement remains unchanged and in full force and effect.

2.2     Counterparts. This Amendment may be executed in counterparts. Facsimile signatures are binding.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date noted in the first Paragraph.

INTERCONTINENTAL GREAT BRANDS LLC
KRAFT FOODS GROUP BRANDS LLC
By: Its Sole Member Intercontinental Brands LLC
By /s/ Susan Frohling
/s/ Jonas Bruzas                    
Jonas Bruzas, Vice President
Its: Chief Trademark Counsel






1



Exhibit A
Section 3.1(a)

"(i) cheese, including, without limitation, processed cheese, cream cheese, grated cheese, hard cheese and natural cheese in the Near East Countries, Australia and New Zealand, including the use of the GroceryCo marks "Singles" and "Deli Deluxe" for processed cheese;
(ii) processed cheese in Mauritius, Mexico, Venezuela, Malaysia, Singapore and Philippines, including the use of the GroceryCo marks "Singles" and "Deli Deluxe" for processed cheese;"


Section 3.1(b)

"(i) cheese, including, without limitation, cream cheese, processed cheese, grated cheese, hard cheese and natural cheese in the Asia Pacific Countries (excluding (x) for all types of cheese: Australia, Indonesia and New Zealand, (y) for processed and cream cheese: Japan and (z) for processed cheese: Malaysia, Singapore and the Philippines), the European Union, the CEE Countries (other than those countries which are member states of the European Union as at the Distribution Date), the MEA Countries (excluding Mauritius and the Near East Countries), the Central American Countries, the South American Countries (excluding Venezuela) and Mexico (excluding for processed cheese); for the avoidance of doubt, any license to processed cheese under this Section 3.l(b)(i) shall include the use of the GroceryCo Mark "Singles" for processed cheese but shall not include "Deli Deluxe" for processed cheese;"

Section 3.1 (l)

"(i) "Yuban", "Sanka" and "Brim" coffee in Japan, with the right to sublicense to Ajinomoto General Foods, Inc., and for a license and sublicense term that commences on the Distribution Date and continues until, subject to Section 2.10, the date on which SnackCo IPCo and its Affiliates cease to own substantially the same or a greater percentage of Ajinomoto General Foods, Inc. as they own as of the Distribution Date;"


Section 3.1 (o)

"Potential Two-Year License of GroceryCo Mark "MiO" to SnackCo IPCo in Mexico. Solely if and to the extent that GroceryCo obtains a Trademark registration in Mexico for the "MiO" GroceryCo Mark prior to the second anniversary of the Distribution Date, subject to the terms and conditions of this Agreement, GroceryCo IPCo hereby agrees to grant to SnackCo IPCo from the date such Trademark registration is obtained until the second anniversary of the Distribution Date an exclusive, fully-paid, royalty-free and nontransferable license to use and display in Mexico the GroceryCo Mark "MiO" on liquid concentrates and to enforce the MiO GroceryCo Mark against infringements as set forth in Section 3.12; provided, however, that the foregoing license in this Section 3.l(o) shall be exercised only in connection with products incorporating the technology as licensed under, and shall earlier terminate upon the lapse of the exclusivity of the grant to such technology as set forth in Section 5.1 of, the Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, dated as of the Distribution Agreement, between SnackCo IPCo and GroceryCo IPCo, among other parties."


Section 3.2(b)

"Two-Year and Five-Year Licenses of Certain SnackCo Marks to GroceryCo IPCo. Subject to the terms and conditions of this Agreement, SnackCo IPCo hereby grants to GroceryCo IPCo for the license terms set forth below a fully-paid, royalty-bearing and nontransferable license to use and display in the NA Countries and the Caribbean Countries the following SnackCo Marks in the same relative size or smaller on the principle display panel as used on the Distribution Date in connection with the GroceryCo "Tassimo" business existing on the

2

Distribution Date on which such SnackCo Marks appear on such date in the NA Countries and the Caribbean Countries including such "Tassimo'' GroccryCo Products that are sold in packaging sizes or flavors that are different from the packaging sizes or flavors used prior to the Distribution Date, and in connection with the production, manufacturing, advertising, promotion, marketing, distribution and sale thereof in the NA Countries and the Caribbean Countries:

(i)from the Distribution Date until the second anniversary of the Distribution Date the following European coffee and chocolate brands: "Café Hag," "Jacobs," "Kenco," "Mastro Lorenzo," "Milka" and "Suchard"; and
(ii)from the Distribution Date until the fifth anniversary of the Distribution Date the following European coffee and chocolate brands: "Carte Noire," "Cadbury" and "Cadbury Caramilk''; provided that the foregoing licenses to "Cadbury" and "Cadbury Caramilk" shall be limited to Canada.

that are used on products currently sold in connection with the "Tassimo" business conducted by the GroceryCo Business. GroceryCo shall pay to SnackCo IPCo or one of its Affiliates (as designated by SnackCo IPCo) a royalty of two and a half percent (2.5%) of all net revenues tax of the GroceryCo Entities for sales in the NA Countries and the Caribbean Countries of GroceryCo Products bearing the SnackCo Marks licensed under this Section 3.2(b). The licenses granted to GroceryCo IPCo in this Section 3.2(b) shall be exclusive in the product category: single serve hot beverages and on-demand brewing systems."

Section 3.2 (e)

"Two-Year License of SnackCo Marks Used for Ingredients to GroceryCo IPCo. Subject to the terms and conditions of this Agreement, SnackCo IPCo hereby grants to GroceryCo IPCo from the Distribution Date until the second anniversary of the Distribution Date a fully-paid, royalty-free, worldwide and nontransferable license to use and display the "Oreo," "Chips Ahoy!," "Honey Maid," "Ritz," "Teddy Grahams," "Nilla," Wheat Thins," and "Cadbury Caramilk" SnackCo Marks as an ingredient indicator on GroceryCo Products in the same relative size or smaller on the principle display panel as used on the Distribution Date on which such SnackCo Marks appear as an ingredient indicator on such date in such jurisdictions (or, in the case of "Teddy Grahams" in the manner shown in Exhibit B of this Amendment) including such GroceryCo Products that are sold in packaging sizes or flavors that are different from the packaging sizes or flavors used prior to the Distribution Date, and in connection with the production, manufacturing, advertising, promotion, marketing, distribution and sale of such GroceryCo Products in such jurisdictions. The licenses granted to GroceryCo IPCo in this Section 3.2(e) shall be exclusive to the following extent: (i) the license to the "Oreo" and "Chips Ahoy!" SnackCo Marks shall be exclusive only in the following product categories: pudding, coffee, meal kits and no-bake desserts; (ii) the license to the "Honey Maid" SnackCo Mark shall be exclusive only in the following product category : no-bake desserts; and (iii) the license to the "Cadbury Caramilk" SnackCo Mark shall be exclusive only in the following product category: hot beverages (other than Tassimo single serve hot beverages and on demand brewing systems as set forth in Section 3.2(b)(ii)). For the avoidance of doubt, the licenses granted under, and the exclusivity described in, this Section 3.2(e), shall be subject to Section 2.10."


3

Exhibit B


























4

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:4/28/15425,  8-K
For Period end:3/28/15
7/15/13
9/27/128-K
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/17/22  Kraft Heinz Co.                   10-K       12/25/21  173:25M
 2/17/21  Kraft Heinz Co.                   10-K       12/26/20  180:25M
12/09/20  Kraft Heinz Foods Co.             S-4                    6:748K                                   Donnelley … Solutions/FA
↑Top
Filing Submission 0001545158-15-000082   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Thu., May 9, 4:56:51.2pm ET