General Mills (GIS)

7.1           LICENSEE shall not have the right to sublicense its rights hereunder or its rights under the Agreement, nor to assign, transfer or otherwise dispose of the License or any other right granted to it pursuant to the Agreement or this Amendment without the prior written consent of SODIMA; provided, however, that LICENSEE shall have the right to assign its rights hereunder, as well as its rights under the Agreement, with the approval of SODIMA (which approval will not be unreasonably withheld) to the purchaser of its entire business involved in the performance of the Agreement. As a condition of approval for any such assignment, SODIMA shall have the right to unilaterally terminate the R&D collaboration described in Article 2.1, above. For purposes of clarity, termination of the R&D collaboration will not terminate those portions of Article 2 which cover the responsibilities of the R&D Committee with respect to determining whether an invention or improvement is “not obvious” pursuant to the provisions of Article 4.4 above; determining whether a Health Claim provides a significant competitive advantage for the product associated with such Health Claim; or determining whether New Technology which is owned solely or jointly by LICENSEE provides a significant competitive advantage to LICENSEE in its sales of New Products incorporating same, the responsibilities of the Steering Committee to arbitrate in the case of disagreement among the R&D Committee and the dispute resolution provisions set forth in Article 2.3(b), which portions shall survive termination of the R&D collaboration.

7.2           SODIMA may assign this Agreement, or any portion thereof, or delegate all or any part of its obligations hereunder or under the Agreement to any company which it controls, provided that such company shall assume and agree to perform the obligations of SODIMA hereunder and under the Agreement. SODIMA may assign or transfer the Agreement, or any portion thereof, or delegate all or any part of its obligations hereunder or under the Agreement to any company with which it may merge or consolidate or to which it may sell or transfer all or substantially all of its assets, provided, however, that such company shall assume and agree to perform the obligations of SODIMA hereunder and under the Agreement and, further, provided that (i) LICENSEE shall be relieved of its obligations to SODIMA with respect to New Technology, Improvements and/or Third Party Technology set forth in Articles 3.8, 3.9, 4.6, 4.7 and 4.8 above, and (ii) LICENSEE shall have the right to unilaterally terminate the R&D collaboration describe in Article 2.1, above. For purposes of clarity, termination of the R&D collaboration will not terminate those portions of Article 2 which cover the responsibilities of the R&D Committee with respect to determining whether an invention or improvement is “not obvious” pursuant to the provisions of Article 4.4, below; determining whether a Health Claim provides a significant competitive advantage for the product associated with such Health Claim; or determining whether New Technology which is owned solely or jointly by LICENSEE provides a significant competitive advantage to LICENSEE in its sales of New Products incorporating same, the responsibilities of the Steering Committee to arbitrate in the case of disagreement among the R&D Committee and the dispute resolution provisions set forth in Article 2.3(b), which portions shall survive termination of the R&D collaboration.