Actively assisting with the integration process following the Effective Date

Actively leading the new product selection and development process

Assisting in the long-term strategic planning of the infant nutritional businesses

Actively monitoring the achievement of operational and financial results

Developing growth and diversification strategies to achieve ongoing objectives

subsidiaries in a manner consistent with your pattern and level of activity, with respect to the Companies, prior to the Effective Date; provided such pattern and level of activity do not conflict with your duties described in this Letter Agreement.

Trade Secrets or other Confidential Information. You recognize that it is in the Companies’ legitimate business interest to restrict your disclosure or use of Trade Secrets or other Confidential Information relating to the Companies and their affiliates for any purpose other than in connection with your performance of services for the Companies, and to limit any potential appropriation of such Trade Secrets or other Confidential information by you. You therefore agree that all Trade Secrets or other Confidential Information relating to the Companies and their affiliates heretofore or in the future obtained by you shall be considered confidential and the proprietary information of the Companies. You further agree that, except to the extent required by applicable law, statute, ordinance, rule, regulation or orders of courts or regulatory authorities of competent jurisdiction, you shall not at any time (whether during or after the Employment Period) use or disclose, or authorize any other person or entity to use or disclose, any of the Companies’ Trade Secrets or other Confidential Information, other than as necessary to further the business objectives of the Companies. The term “Trade Secrets or other Confidential Information” includes, without limitation, matters of a technical nature, such as scientific, trade and engineering secrets, “know-how”, formulas, secret processes, drawings, works of authorship, machines, inventions, computer programs (including documentation of such programs), services, materials, patent applications, new product plans, other plans, technical information, technical improvements, manufacturing techniques, specifications, ideas, manufacturing and test data, progress reports and research projects, and

matters of a business nature, such as business plans, prospects, financial information, proprietary information about costs, profits, markets, sales, lists of customers and suppliers, procurement and promotional information, credit and financial data, plans for future development, information relating to the Companies’ and their affiliates’ management, operation and planning, and other information of a similar nature to the extent not available to the public, of or relating to the Companies or their affiliates, and their business, customers and suppliers, the disclosure of which to competitors of the Companies or others would cause the Companies and their affiliates to suffer substantial and irreparable damage.

Discoveries and Works. All Discoveries and Works made or conceived by you during the Employment Period, solely, jointly or with others, that relate to the Companies’ or their affiliates present or anticipated activities, shall be owned by the Companies and/or their affiliates. The term “Discoveries and Works” includes, without limitation, Trade Secrets or other Confidential Information, patents and patent applications, trademarks, and trademark registrations and applications, trade names, copyrights and copyright registrations and applications. You shall, upon the reasonable request of either of the Companies, (i) promptly notify, make full disclosure to, and execute and deliver any assignments or other documents, as the case may be, to evidence or better assure title to Discoveries and Works in the Companies and/or their affiliates, as so requested, (ii) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by either of the Companies and/or their affiliates, (iii) assist the Companies and/or their affiliates in obtaining or maintaining for itself at its own expense United States and foreign patents, trademarks, copyrights, trade secret protection or other protection of any and all Discoveries and Works, (iv) promptly execute, whether during your period of service with the Companies or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights of the Companies and/or its affiliates and to protect the title of the Companies and/or their affiliates thereto, including but not limited to assignments of such patents and other rights and (v) not exploit any such

Discoveries and Works, other than as necessary to further the business objectives of the Companies. Any Discoveries and Works which, after the expiration or termination of your services for the Companies, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by you and which pertain to the business carried on or products or services being sold or delivered by the Companies and/or their affiliates at the time of such termination shall, as between you and the Companies and/or their affiliates, be deemed to have been made during your period of service with the Companies. You acknowledge that all Discoveries and Works that relate to the Companies’ and/or their affiliates present or anticipated activities and that are created during the Employment Period shall be deemed “works made for hire” under the Copyright Act of 1976, as amended (17 U.S.C. Sect. 101); provided, however, to the extent that any such Discoveries and Works do not constitute “works made for hire,” you hereby assign, grant, and convey, and agree to assign, grant and convey to the Companies and/or their affiliates all rights, titles, and interests now existing, or that may exist in the future in the Companies and/or their affiliates with respect to such Discoveries and Works.

Enforcement. You agree that: (i) the covenants set forth in this paragraph 6 are reasonable in all respects, including, where applicable, geographical and temporal scope, and (ii) the Companies would not have entered into this Letter Agreement but for your covenants contained herein, and (iii) the covenants contained herein have been made in order to induce the Companies to enter into this Letter Agreement. If, at the time of enforcement of this paragraph 6, a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be

allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. You recognize and affirm that in the event of your breach of any provision of this paragraph 6, money damages would be inadequate and the Companies would have no adequate remedy at law. Accordingly, you agree that in the event of a breach or a threatened breach by you of any of the provisions of this paragraph 6, the Companies, in addition and supplementary to other rights and remedies granted by law existing in its favor (including recovery of damages and costs (including reasonable attorneys’ fees)), may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). The provisions of this paragraph 6 shall survive the termination of this Letter Agreement.

Modification; Waiver; Severability. This Letter Agreement may not be released, changed or modified in any manner, except by an instrument in writing signed by you and the Companies. The failure of either party to enforce any of the provisions of this Letter Agreement shall in no way be construed to be a waiver of any such provision. No waiver of any breach of this Letter Agreement shall be held to be a waiver of any other or subsequent breach. If any portion or application of this Letter Agreement should for any reason be declared invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, such invalid, illegal or unenforceable provision or application or

part thereof shall be severable from this Letter Agreement and shall not in any way affect the validity or enforceability of any of the remaining provisions or applications.

/s/ Paul B. Manning

03/22/2010