General Mills (GIS)

As consideration for the initial disclosure of know-how in accordance with paragraph III.1 and the initial technical assistance in accordance with paragraphs III.2, III.3 and III.4 by SODIMA, the Licensee shall pay SODIMA [***] United States dollars as follows:

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Such payments are to be made in Paris in such manner as SODIMA shall specify. The effective date of this Agreement means the date when Licensee acquires (by purchase or otherwise) the last of the rights in connection with the Products previously granted by SODIMA within parts of the Territory to Summit Foods Company and Michigan Cottage Cheese, Inc. For purposes of this definition of effective date, acquire shall include any reversion of such previously granted rights to SODIMA. Upon being acquired, such rights shall then be cancelled and superseded by the rights granted herein and the parties agree that this Agreement shall become effective only if all of the said previously granted rights are acquired as aforesaid within a period of three (3) months after the date of execution of this Agreement; provided, however, that if Licensee is diligently attempting to complete the acquisition of said previously granted rights SODIMA agrees to extend such time period for an additional three (3) months. SODIMA agrees that it will not withhold approval of the assignment or transfer to Licensee of the rights previously granted to Summit Foods Company and Michigan Cottage Cheese, and SODIMA also warrants that except for the said grants, no rights under the licensed subject matter herein have been granted to any other party in the Territory. SODIMA agrees that upon the effective date of this Agreement the License fee payments to be made by Licensee under this paragraph II.1 supersede and cancel any such license (or franchise) fee payment obligation of Summit Foods Company under agreements between SODIMA and Summit Foods Company.

As further consideration for this Agreement, Licensee agrees to pay to SODIMA a royalty in United States dollars on the Licensee’s Gross Revenues as hereinafter defined from sales of the Products, which will be calculated as follows:

[***]. Thereafter, the royalties shall be calculated in accordance with the following schedule on an annualized fiscal year basis:

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Fiscal year shall mean the period from June 1 in any one calendar year to May 31 in the next calendar year. The first such full fiscal year shall commence on June 1, 1978. Fiscal quarter shall mean the three calendar month periods commencing on June 1, September 1, December 1 and March 1 of each fiscal year.

The royalty shall be payable to SODIMA in Paris within 30 days after the end of each fiscal quarter during the term of the Agreement.

The Licensee shall keep true and accurate accounts and records of all sales of the Products, and such accounts and records shall be available for inspection by SODIMA, its authorized agents or representatives, at all times during normal business hours, provided that such SODIMA agents or representatives shall first have to be approved by Licensee (such approval not the be unreasonably withheld).

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SODIMA agrees to be responsible for any other taxes which may become due and payable by SODIMA in regard to any sums received hereunder by SODIMA and accordingly, SODIMA indemnifies and holds Licensee harmless from the payment of any such taxes.

In the event that, by reason of applicable law or regulations relating to exchange controls, the Licensee shall be unable to pay the amounts due under Article II herein in France, said amounts shall be paid to an account designated by SODIMA with a bank in the United States and shall constitute payment of such amounts. The Licensee shall instruct such bank to advise SODIMA promptly of the credit.