General Mills (GIS)

2.1           Since both SODIMA and LICENSEE conduct research efforts in the FDP Field, the Parties believe significant synergies are potentially available by coordinating their respective research efforts. As such, one purpose of this Amendment is to define how the Parties will collaborate in the development of New Technology (product, processes, etc.) in the [***] product area in order to maximize synergies associated with each Parties' R&D effort. In this respect, the strategic R&D directions of the Parties in the FDP Field, to the extent appropriate, will be coordinated by the Steering Committee and the R&D Committee, as described below, on a long-term basis and the management of the R&D project portfolio in the FDP area will be shared by the Parties in order to develop synergies and create incremental business resources from each Parties' respective R&D efforts.

2.2            Implementation of the R&D cooperation described above shall be initially managed through the efforts of the R&D Committee, which Committee shall have the following responsibilities: (i) monitoring of any research projects undertaken by SODIMA, LICENSEE or jointly by SODIMA and LICENSEE; (ii) allocating appropriate resources to such projects; (iii) identifying potential synergies in each Parties' R&D efforts; (iv) review of any research project undertaken by LICENSEE to determine whether such project is a Native Field Project or a GMI Core Competency Project; (v) determine whether an invention or improvement is “not obvious” pursuant to the provisions of Article 4.5, below; (vi) determine whether a Health Claim provides a significant competitive advantage for the product associated with such Health Claim; (vii) determine 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; and (viii) whatever other responsibilities are allocated to the R&D Committee by the Steering Committee. The R&D Committee shall meet twice a year, at times and in a place mutually agreed upon on an alternate basis in Paris and in Minneapolis or in any other convenient place. The meetings shall be convened in writing or by e-mail by the Party most desirous of having such meeting. Decisions of the R&D Committee shall be taken by mutual agreement. In case of disagreement, the decision shall be referred to the Steering Committee. Confidential minutes of each working meeting shall be kept and a copy thereof sent to the Steering Committee members.

2.3            Supervising the efforts of the R&D Committee shall be the Steering Committee, which Committee shall have the following responsibilities: (i) identify and define synergies in each Parties' strategic direction in conducting R&D in the FDP Field; (ii) determine the patent filing strategy in countries other than the US for any inventions jointly owned by the Parties pursuant to the provisions of Article 3.5, below; (iii) determine the patent filing strategy in countries other than the US for inventions owned by LICENSEE pursuant to the provisions of Article 3.7, below; (iv) determine targets and objectives for the R&D Committee to achieve; and (v) arbitrate in the case of disagreement among the R&D Committee. The Steering Committee shall meet at least once per year at a time and in a place mutually agreed upon. The meetings shall be convened in writing or by e-mail by the Party most desirous of having such meeting. Decisions of the Steering Committee shall be taken by a majority. In case no majority appears, the dispute shall be resolved as follow:

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writing a common opinion, with grounds, within ninety (90) days from their appointment. Whenever same cannot be achieved, each of the counsels shall render his written opinion, with grounds, and both shall appoint together a third arbitrator within fifteen (15) days and then resign. The third arbitrator shall be an engineer or food scientist fluent in the English language, trained in dairy technology and shall neither be French nor American. All reports shall be in English. The decision made by the third arbitrator, which decision shall be made within ninety (90) days of such arbitrator's appointment, shall be final and binding upon the Parties. ICC rules of arbitration shall apply to the procedure for any points not covered above. In case the disagreement occurs with respect of knowing whether a Health Claim or New Technology owned solely or jointly by LICENSEE provides a significant competitive advantage, the patent counsels and third arbitrator may be replaced by medical or marketing experts whichever would be most appropriate according to the Parties' mutual consent. Those experts will act in the same conditions and within the same time limits as the patent counsels.