For purposes of this Amendment the following words shall have the meanings set forth hereunder:

1.1           “FDP Field” shall mean certain [***] (the further definition and main types of which are as listed in Exhibit A of the Agreement).

1.2           “LICENSEE Core Competency Project” shall mean a project which is undertaken by LICENSEE to develop products outside of the FDP Field or is undertaken by an R&D component of LICENSEE other than the Yoplait R&D Team and adapted for products within the FDP Field.

1.3            “Yoplait R&D Team” shall mean that R&D component of LICENSEE whose primary task is to support LICENSEE's Yoplait [***] business.

1.4           “Native Field Project” shall mean a project which is undertaken by the Yoplait R&D team to develop products within the FDP Field.

1.5           “New Products” shall mean Products developed by LICENSEE which are new SKUs (Store Keeping Units) sold by LICENSEE under new sub-brand names, excluding flavor and pack size variations as well as existing Product relaunches.

1.6           “Products” shall mean products in the FDP Field sold by LICENSEE in the Territory which are either produced and distributed using Sodima Know-How or are produced and distributed under the Trademarks.

1.7           “New Technology” shall mean any invention or improvement (including products, formulas,

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processes, packaging and equipment) within the FDP Field, or adapted to such Field from another domain, the development of which would not be obvious to a person skilled in the art and thoroughly familiar with technology associated with the FDP Field. For purposes of this Amendment, an invention or improvement shall be considered “not obvious” if it contains a significant inventive step with regard to the existing state of technology in the FDP Field. To be considered “not obvious” for purposes of this Amendment, an invention or improvement must either (i) be the subject matter of a claim or claims in an issued patent granted by the US Patent Office; (ii) be agreed to be as such by the R&D Committee pursuant to the provisions of Article 4.5, below; (iii) be agreed to be as such by a third party expert pursuant to the provisions of Article 4.5, below; or (iv) be the subject of a new Health Claim. For purposes of this Amendment, the term “obvious” shall be construed according to the patent laws of the United States.

1.8         “Improvements” shall mean any invention or improvement (including products, formulas, processes, packaging and equipment) within the FDP Field, or adapted to such Field from another domain, which does not constitute New Technology.

1.9           “Health Claim” shall mean a claim suitable for use in promoting health benefits associated with Products, which claim has been approved by the United States Food and Drug Administration (or similar regulatory body) and is supported by successful clinical studies.

1.10         “R&D Committee” shall mean a committee consisting of the head of R&D for SODIMA's Yoplait branch and the head of the Yoplait R&D Team. Such Committee shall have the responsibilities set forth in the provisions of Article 2.2, below.

1.11          “Steering Committee” shall mean a committee consisting of the head of R&D for SODIMA's Yoplait branch, the head of the Yoplait R&D Team, one member of senior management from Sodiaal International and one member of senior management from LICENSEE, which member of senior management from LICENSEE shall be selected from the Yoplait Division of General Mills, Inc. Such Committee shall, further, have the responsibilities set forth in the provisions of Article 2.3, below.

1.12         “New Product Launch” shall mean that date which is twelve (12) months after the first sale (other than Test Market Sales) of a New Product in the Territory or upon which LICENSEE achieves seventy percent (70%) ACV (weighted distribution), whichever comes first.

1.13         “Test Market Sales” shall mean sales by LICENSEE of New Products which take place in markets representing less than ten percent (10%) ACV (weighted distribution).

1.14         “Third Party Technology” shall mean any New Technology or Improvement which is developed by a third party and then licensed either exclusively or non-exclusively by LICENSEE.

1.15         “Effective Date” shall mean 15 February 2002.

1.16          “Bridging Studies” shall mean any clinical studies conducted by SODIMA or by a third party on SODIMA's behalf, the purpose of which studies shall be to establish that the results of any clinical studies conducted by LICENSEE (or conducted by a third party at LICENSEE's request) for purposes of obtaining a Health Claim are applicable for obtaining similar health claims in a country or countries outside the United States.

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DEFINITIONS

DEFINITIONS

ARTICLE I – DEFINITIONS