General Mills (GIS)

4.1            LICENSEE agrees to pay to SODIMA a royalty in United States dollars on LICENSEE's Gross Revenues from sales of Products in the Territory. Such royalty shall be calculated as follows:

Such royalties shall be payable to SODIMA in Paris within thirty (30) days of the end of each Fiscal Quarter during the term of the Agreement. For purposes of this Article 4.1, Fiscal Year shall mean the period from June 1 in any one calendar year to May 31 in the next calendar year and Fiscal Quarter shall mean the three calendar month periods commencing June 1, September 1, December 1 and March 1 of each Fiscal Year.

4.2            With respect to New Products, LICENSEE shall be entitled to a royalty reduction on sales of such New Products in the Territory. Such royalty reduction, which

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shall be a [***] reduction for the [***] from New Product Launch, shall be calculated as follow:

a)             LICENSEE shall declare to SODIMA the Gross Revenues corresponding to the sales of such New Products; and

b)             SODIMA shall then invoice, at the usual rate of royalty, taking into account [***] of the Gross Revenues arising from such sales of New Products.

Upon completion of [***] from New Product Launch of any New Product, the royalty reduction procedure described above shall terminate unless an extended royalty discount is appropriate pursuant to the provisions of Article 4.3; below.

4.3            To the extent a New Product sold by LICENSEE in the Territory incorporates New Technology which is owned solely or jointly by LICENSEE and which provides a significant competitive advantage to LICENSEE in its sales of such New Product, LICENSEE shall be entitled to an extended royalty discount on sales of such New Product in the Territory. Such extended royalty reduction, which shall be [***] from the time the [***] royalty reduction set forth in Article 4.2; above, expires, shall be calculated as follows:

a)             LICENSEE shall declare to SODIMA the Gross Revenues corresponding to the sales of such New Products; and

b)             SODIMA shall then invoice, at the usual rate of royalty, taking into account [***] of the Gross Revenues arising from such sales of New Products.

Such extended royalty reduction described above, further, shall terminate [***] after New Product Launch of such New Product to the extent LICENSEE has not obtained patent coverage in the United States on the New Technology incorporated into such New Product or upon expiration of all United States patents which cover the New Technology incorporated into such New Product, whichever is applicable.

4.4            One key factor in determining the level of financial compensation appropriate for technology developed by LICENSEE (either solely by LICENSEE or jointly in combination with SODIMA), is whether that technology is New Technology or an Improvement. Should LICENSEE elect to obtain patent coverage in the United States on such technology, such technology shall be considered New Technology when such technology is the subject matter of a claim or claims in an issued patent granted by the US Patent Office, regardless of any previous decision made by the R&D Committee, the Steering Committee, each Parties' patent counsels or a third party expert pursuant to the provisions of Article 2, above, with respect to the obviousness of such technology. Once a patent issues on such New Technology, LICENSEE shall be entitled to (i) any future royalty reduction on New Products which incorporate such New Technology pursuant to the provisions of Article 4.3 above; (ii) any future royalty payments (either lump sum or ongoing) on sales of products by licensees of SODIMA which incorporate such New Technology pursuant to the provisions of Article 4.8 below; (iii) a retroactive payment for any royalty reduction which LICENSEE would have received pursuant to the provisions of Article 4.3, above, if the patent would have issued the same date it was filed; and (iv) a retroactive payment for any royalty payments which would have been owed LICENSEE on sales of products by licensees of SODIMA pursuant to the provisions of Article 4.8 below, if the patent would have issued the same date it was filed. With respect to the retroactive payments set forth in (iii) and (iv), above, such payments shall cover the period in which LICENSEE was undergoing the patent application procedure (i.e., from the date of filing of a patent application until the date a US patent issues from such application) and SODIMA shall make such payments to LICENSEE within ninety (90) days of the time LICENSEE provides SODIMA with written notice of the date any patent application at issue was filed and the date any patent at issue was issued.

4.5            To the extent LICENSEE either elects to keep technology developed by LICENSEE (either solely by LICENSEE or jointly in combination with SODIMA) a trade secret (hence foregoing the ability to obtain patent coverage on such technology) or desires to obtain a determination that such technology is “not obvious” at as early a time as possible in order to avoid having to wait for retroactive payments as described in Article 4.4 above, LICENSEE may bring such technology to the attention of the R&D Committee seeking a determination from that Committee that such technology is “not obvious.” Should the R&D Committee fail to reach agreement on whether such technology is “not obvious,” such dispute shall then be resolved pursuant to the provisions of Article 2.3 [including Article 2.3(b)]. To the extent the R&D Committee, the Steering Committee, each Parties' patent counsels or the third party arbitrator described in Article 2.3(b) determine that such technology is “not obvious,” such technology shall be considered New Technology and LICENSEE shall be entitled to (i) any future royalty reduction on New Products which incorporate such New Technology pursuant to the provisions of Article 4.3, above and (ii) royalty payments (either lump sum or ongoing) on sales of products by licensees of SODIMA which incorporate such New Technology pursuant to the provisions of Article 4.8, below. However, to the extent the R&D Committee, the Steering Committee, each Parties' patent counsels or the third party arbitrator described in Article 2.3(b) determine that such technology is obvious, such technology shall be considered to be an Improvement until such time as LICENSEE is able to obtain an issued patent granted by the US Patent Office having a claim or claims covering such technology, at which point in time the provisions of Article 4.4 shall apply.

4.6            LICENSEE hereby grants to SODIMA an exclusive, irrevocable, right to use, manufacture and sell, including the right to grant sublicenses to its licensees, all Improvements owned solely by LICENSEE. Such exclusive license shall be limited to areas outside the Territory and shall be further limited to the FDP Field. Such exclusive license granted hereunder in respect of Improvements shall be royalty-free.

4.7            LICENSEE hereby grants to SODIMA an exclusive, irrevocable right to use, manufacture and sell, with no right to sublicense, all New Technology owned solely by LICENSEE which results from a Native Field Project. Such exclusive license, which shall be royalty-free, shall be limited to France and shall be further limited to the FDP Field. The provisions of this Article 4.7 shall also apply to New Technology owned solely by LICENSEE which results from a LICENSEE Core Competency Project, to the extent LICENSEE elects to allow SODIMA to use such New Technology pursuant to the provisions of Article 3.8; above.

4.8            LICENSEE hereby grants to SODIMA an exclusive, irrevocable right to use, manufacture and sell, including the right to grant sublicenses to its licensees, all New Technology owned solely by LICENSEE which results from a Native Field Project. Such exclusive license shall be limited to areas outside the Territory and France and shall be further limited to the FDP Field. Such exclusive license granted hereunder in respect of New Technology shall be royalty bearing, which royalty shall consist of a [***] in any payments (royalty or otherwise) which SODIMA receives from its licensees for sales of products which incorporate such New Technology. Such [***] arrangement shall continue on a country by country basis for the longer of (i) the life of the patent on such New Technology which LICENSEE might have in the relevant country where sales of products incorporating such New Technology occur or (ii) [***] from the date a patent application covering such New Technology was filed in the US Patent Office for those countries where sales of products incorporating such New Technology are not covered by a patent on such New Technology (either because LICENSEE did not seek patent protection in such country or was unsuccessful in obtaining such patent coverage). If SODIMA and LICENSEE mutually agree, that a form_' of compensation other than the [***] in payments received by SODIMA is appropriate (e.g., payment of a lump sum by SODIMA), the Parties may substitute such alternate form of compensation for the [***] arrangement described above. The provisions of this Article 4.8 shall also apply to New Technology owned solely by LICENSEE which results from a GMI Core Competency Project, to the extent LICENSEE elects to allow SODIMA to use such New Technology pursuant to the provisions of Article 3.8; above.

4.9            LICENSEE agrees that the right to grant sublicenses to New Technology solely owned by

LICENSEE to licensees of SODIMA resides with SODIMA and LICENSEE will not undertake to grant licenses to such New Technology to SODIMA's licensees. SODIMA agrees to provide LICENSEE, in writing, with the names of any of its licensees to whom such New Technology has been sublicensed pursuant to the provisions of Article 4.8 above. SODIMA agrees to use its best efforts to obtain in the due course of its existing franchisee agreements from such licensees royalties, lump sum payments or both consistent with the royalties and lump sum payments received or being received by SODIMA under existing agreements with such licensees.

4.10          Further clarification as to how the procedures for determining whether technology is New Technology or an Improvement and to what extent LICENSEE is entitled to compensation for New Technology apply may be found in the chart appended hereto in Exhibit A, entitled “Enclosure: R&D Scenarios Chart”, which Exhibit is hereby made a part of this Amendment.