exv10w2






Exhibit 10.2




[***] — Indicates confidential information. Confidential treatment requested.

Portion omitted filed separately with the Securities and Exchange Commission.




ELEVENTH AMENDMENT TO THE




YOPLAIT MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT



Between the undersigned:



SODIMA (hereinafter referred to as « SODIMA »), a private limited company incorporated under the
laws of France (Société par Actions Simplifiée) with a capital of 74.147.940 euros, registered with
the Trade and Companies Register in Paris under n° B 440 769 032, with its registered offices at
170 bis Boulevard du Montparnasse, 75014 Paris France, and its administrative offices at 150 rue
Gallieni, 92640 Boulogne-Billancourt France, represented by Mr. Lucien Fa, its chairman, duly
authorized for the purpose of this Amendment,



On the one hand, and



General Mills, Inc. a US Corporation, incorporated in Delaware with its head office located at
Number One General Mills Boulevard, Minneapolis, Minnesota 55426, United States of America
(hereinafter referred to as « GMI »), on behalf of itself and all of its more than fifty percent
(50%) owned or controlled (directly or indirectly) domestic subsidiaries (hereinafter referred to
as « LICENSEE »), represented by Ms. Becky O’Grady, duly authorized for the purpose of this
Amendment,



On the other hand,



WHEREAS, « Société de Développements et d’Innovations des Marchés Agricoles et
Alimentaires-Sodima-Union de Coopératives Agricoles » and GMI executed on September 9, 1977 a
YOPLAIT MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT, and have subsequently entered into
several amendments and letter agreements (hereinafter, collectively, referred to as the « Agreement
»),



WHEREAS, the rights of « Société de Développements et d’Innovations des Marchés Agricoles et
Alimentaires-Sodima-Union de Coopératives Agricoles » in the Agreement have been transferred to
SODIMA International SA and then to SODIMA,



WHEREAS, the Parties wish to amend the Agreement as set forth below.




 









 







NOW, THEREFORE, in consideration of the promises herein contained, it is agreed as follows :



1. SODIMA authorizes, as a specific derogation to Article I.1 of the Agreement and until the
termination of the Agreement, the exportation of Products to (i) Antigua and Barbuda and (ii) Saint
Vincent and Grenadines.



2. This right to export and sell to the above mentioned territories is not exclusive. LICENSEE
agrees to pay to SODIMA a royalty in United States dollars on LICENSEE’s Gross Revenues from sales
of Products in Antigua and Barbuda and Saint Vincent and Grenadines. Such royalty shall be
calculated at a royalty rate of [***] whatever the LICENSEE’s Gross Revenues may be and shall not
be subject to any reduction or discount mentioned in the Agreement.



3. LICENSEE shall declare to SODIMA separately its export sales to Antigua and Barbuda and Saint
Vincent and Grenadines.



4. LICENSEE shall comply at all times with all laws, regulations and rules applicable in the above
mentionned territories in connection with the manufacture, sale and promotion of the Products and
be fully liable in case of failure to comply with such laws, regulations and rules.



5. LICENSEE and SODIMA retain all intellectual property over all Products per terms of the
Agreement.



6. This authorization is subject to all applicable provisions of the Agreement with the exception
of the terms of the Agreement which would be inconsistent with the present Amendment. All other
provisions of the Agreement will remain in full force and effect.



7. Unless provided otherwise, all terms used herein with capital letters shall have the meanings
ascribed to them in the Agreement.



8. This Eleventh Amendment shall be effective upon execution by the Parties.



IN WITNESS WHEROF, the Parties have caused this Eleventh Amendment to be executed in duplicate by
their duly authorized representatives.




	 	 	 	 	 
	 

	 	GENERAL MILLS, INC.
	 	SODIMA
	 
	 	 	 	 
	 

	 	By Eric Saint-Marc
	 	By Donna Hartley
	 

	 	Date 9/14/09
	 	Date 9/21/09
	 

	 	/s/ Eric Saint-Marc
	 	/s/ Donna Hartley