This excerpt taken from the GIS 10-K filed Jul 26, 2007.
DISTRIBUTION LICENSE AGREEMENT
Between the undersigned:
- Société de Diffusion Internationale Agro-Alimentaire, a private company limited by shares, organized under French laws with a capital of 297 930 039 Euros, registered n° RCS PARIS B 352 726 194, with its head office located in 75014 PARIS, France, 170bis Boulevard du Montparnasse, acting as for itself as for and on behalf of its subsidiary Sodima Internationale
Represented by Mr. Didier Lefevre
Hereinafter referred to as SODIMA
on the one hand,
- General Mills, Inc., a U.S. Corporation, incorporated in Delaware with its head office located at Number One General Mills Boulevard, Minneapolis, Minnesota 55426, United States of America on behalf of itself and all of its more than fifty percent (50%) owned or controlled (directly or indirectly) domestic subsidiaries,
Represented by Mr. Robert Waldron
Hereinafter referred to as LICENSEE
on the other hand,
WHEREAS, SODIMA and LICENSEE executed on September 9, 1977 a YOPLAIT MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT (herein the Agreement) relating to the use of Trademarks and Sodima Know-How (as those terms are defined in the Agreement).
WHEREAS, SODIMA and LICENSEE have also amended the Agreement on various occasions throughout the years, including an amendment dated August 1, 1981 (herein the Second Amendment).
WHEREAS, SODIMA is a major, worldwide producer of dairy products and has developed dairy products and processes in its France based R&D Centre, which it licenses throughout the world by a network of franchises under contracts with its wholly owned subsidiary Sodima International S.A.
WHEREAS, SODIMA is willing to boost the pace of innovation in developing new dairy products.
WHEREAS, LICENSEE is a major U.S. based enterprise with a wide range of businesses, including [***] product businesses, and has developed a significant R&D effort in support of its fresh dairy product businesses.
WHEREAS, SODIMA and LICENSEE have already experienced a long term cooperation in the [***] product business pursuant to the Agreement where both consider they are neither existing nor potential competitors, under which Agreement LICENSEE was granted an exclusive franchising arrangement for the manufacture and distribution of dairy products in the Territory utilizing the Trademarks.
WHEREAS, SODIMA and LICENSEE desire to enter into a long-term cooperation/partnership in the development of new technology (products, processes, etc.) in the [***] product area in order to maximize synergies associated with each Parties' R&D effort, thereby allowing for the efficient development of new products within the framework of the Yoplait network and providing to both Parties a fair incremental source of business revenue from their respective R&D efforts.
WHEREAS, SODIMA and LICENSEE also wish to clarify certain aspects of their previously existing contractual relationship, including (1) how the Parties determine whether an invention is a new product or process or an improvement as such terms are defined in the Agreement; (2) how LICENSEE shall be compensated if SODIMA and/or its licensees elect to use such new LICENSEE sourced product or process or improvement; and (3) under what conditions (and for what length of time) LICENSEE shall be entitled to a reduced royalty rate for its sale of Products in the Territory (as both terms are defined in the Agreement).
NOW, THEREFORE, the Parties hereby agree as follows:
As of the Effective Date, Article II.2, Article V (the entire Article) and Article XI (the entire Article) of the Agreement and Article 2 of the Second Amendment are deleted in their entirety and are replaced by the Articles set forth below. Furthermore, the reference to paragraph XI.1 in Article XII.1(b) in the Agreement shall be amended so as to refer to Article 7.1 of the Amendment and Article IV.4 of the Agreement shall be amended to include as set forth in Article 5.2, below. All other portions of the Agreement, including all amendments thereto (including all remaining portions of the Second Amendment) which have not been altered by this Amendment shall remain valid and binding upon the Parties. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement or any amendment thereto.