General Mills (GIS)

XII.1

This Agreement is entered into for an initial period of fifteen (15) years from the effective date of this Agreement and shall thereafter be renewed automatically for successive ten-year periods, in the absence of written notice to the contrary by Licensee to SODIMA not less than twelve (12) months prior to the expiration of such initial period or any such subsequent period. The fifteen (15) year initial period is dictated by the large capital investment expected to be made by Licensee for the manufacture and sale of the Products. Notwithstanding the foregoing:

a)

Either party may terminate this Agreement in the event of material breach by the other, provided that it shall first have given to such other party one hundred eighty (180) days written notice of such breach and such other party shall have failed to cure such breach within said period, or if said breach is incurable, shall have failed to take all reasonable steps within said period necessary to prevent a recurrence of said breach, it being understood and agreed, however, that if there is a dispute as to the occurrence or existence of such a material breach, the time within which such other party must cure such breach or take such steps shall be extended until ninety (90) days after final resolution of such dispute by arbitration; and

b)

SODIMA shall be entitled to terminate this Agreement as of any date by notice in writing to the Licensee in the event that (1) the Licensee shall attempt to transfer or assign this Agreement or any right thereunder in violation of paragraph XI.1 hereof or

c)

Either party hereto shall be entitled to terminate this Agreement as of any date by notice in writing to the other party in the event that the other party shall become insolvent or shall make an assignment for the benefit of creditors, or a voluntary or involuntary petition in bankruptcy or insolvency shall be filed by or against the other party, or a receiver or trustee of the business of the other party shall be appointed or an attachment shall be levied against the property of the other party and such receivership, trusteeship or attachment shall not be dissolved within fifteen (15) days from the date thereof.

XII.2

Upon the termination of this Agreement for any reason, the Licensee shall cease the manufacture, sale and promotion of the Products, the use of the techniques, processes, formulas and methods furnished by SODIMA pursuant hereto (this restriction shall not apply to the use of information not subject to the confidentiality and disclosure restrictions in paragraph IV.4 hereto), and the use of the Trademarks and any trade names, copyrights, patents, design patents and similar rights of SODIMA, and shall surrender to SODIMA forthwith all rights of SODIMA, and shall surrender to SODIMA all models, drawings, plans, manuals, materials furnished to the Licensee by SODIMA hereunder, and SODIMA shall remain the sole owner of all such property and rights and shall be fully entitled to dispose of them freely, and the Licensee shall deliver or destroy upon SODIMA’s instructions all advertising, promotional, packaging and other materials bearing any of the Trademarks or any trade name, mark, design or logo of SODIMA, at its own expense provided, however; (1) in the event of termination not caused by a material breach of the parties then during a period of ninety (90) days from the date of such termination, Licensee shall have the right to sell all Products in inventory, whether completed or in the process of manufacture, as well as to use all material then on hand or on order and applicable to the Products for the manufacture and sale thereof (such post termination sales shall be subject to the terms of this Agreement, including the royalty provisions hereof);