General Mills (GIS)

IV.1

The Licensee accepts the License granted herein on the terms and conditions set forth in this Agreement and acknowledges that the rights and privileges granted hereunder are to be used only to the extent, for the purposes and in the manner herein set forth.

a)

To commence production and marketing of the Products in the Territory as soon as reasonably possible and in any event, to commence such production and marketing of the Products in the Territory at least in accordance with the schedule annexed hereto as Exhibit C, unless Licensee demonstrates diligence in attempting to follow the schedule but for valid business reasons has been unable to adhere to the same, such reasons including economic conditions, competitive situation, strategic changes, unforeseen events and the like. Licensee will keep SODIMA appraised of the status of plans in regard to the schedule.

b)

To promote sales of, and to use its best efforts to increase demand for, the Products in the Territory by making the Products available and be positioned as quality products.

c)

To keep SODIMA informed on a regular and continuing basis of the Licensee’s activities in manufacturing and marketing the Products.

IV.2

The Licensee will not engage directly or indirectly in any activity which constitutes an infringement, appropriation, copying or imitation of any of the distinctive packaging, Trademarks or trade names provided by SODIMA hereunder or which otherwise injures the value of SODIMA’s interest therein. For a period of five years from the effective date of the Agreement, the Licensee will not without the prior written consent of SODIMA, manufacture, distribute or sell products identical or substantially similar to the Products,

IV.3

The Licensee undertakes to comply at all times with all applicable laws and regulations in connection with the manufacture, distribution, sale and promotion of the Products and to be responsible in case of failure to comply with such laws and regulations for SODIMA’s assistance (see paragraph III.2).

IV.4

The Licensee shall keep confidential and shall not cause or permit the disclosure of the processes, formulas, techniques, and methods, and customer and marketing information, furnished to it by SODIMA to any person other than those whose duties require possession of such information.

IV.5

The Licensee shall make every reasonable effort to employ as key people in connection with the manufacture and sale of the Products personnel fully qualified to perform the responsibilities of their positions. SODIMA will assist Licensee in this regard by furnishing advice as to the qualifications of such key personnel.

IV.6

The choice of packaging, graphics and designs on, with respect to the Products must be provided to SODIMA in the United States, or if so instructed to SODIMA in Paris for approval (which approval shall not be unreasonably withheld) before any production or distribution of the Products hereunder. With respect to minor changes in such packaging, graphics and designs, SODIMA will have three (3) business days after the reception of such materials in the United States to give its approval or refusal (which approval shall not be unreasonably withheld). If SODIMA shall not have responded within this three-day period, SODIMA’s approval will be deemed to have been given for the submitted materials.