Licensee’s Advertising Spending. Each February, Licensor and Licensee shall discuss the creative and media plans in an effort to reach a mutual agreement about Licensee’s spending, but in the absence of such agreement, Licensee will spend the amounts required under Paragraph 8.2(b) in support of the Licensed products through (a) cooperative advertising and (b) direct advertising * . In the event that Licensor plans to undertake a material change to agreed-upon creative and media plans during the course of an Annual Period, the parties shall discuss such plans and Licensor shall consider in good faith any concerns Licensee raises about them. 8.4 Approval of Labels and Licensee’s Advertising . All of Licensee’s Labels, marketing, and advertising copy and the media of all of the aforesaid, if any, shall comply with specifications provided from time to time by Licensor and are, at all times, subject to the prior written approval of Licensor. No advertising, including cooperative advertising whereby Licensee provides a customer with a contribution toward the cost of an advertisement for Licensed Products, whether by way of credit or otherwise, may be used without the prior written consent of Licensor; provided that once the form of an in-store or in-trade (including, without limitation, trade shows collateral material) advertising material has been approved, then such material may be re-used without nay further approval. Additionally, under no circumstances shall Licensee advertise Licensed Products over any medium not previously approved by Licensor in writing. All Labels shall bear at least one of the Trademarks, but no other trademark or trade name may be used except as may be required by applicable law or permitted by Licensor in writing. Licensee shall not be permitted to use its name(s) on Licensed Products or Labels displaying the Trademarks other than as specifically approved by Licensor in writing. Any Labels provided by Licensor to Licensee shall be so provided at Licensee’s expense, at Licensor’s cost of producing and providing the same. 8.5
Licensee’s Advertising Spending. Each February, Licensor and Licensee shall discuss the creative and media plans in an effort to reach a mutual agreement about Licensee’s spending, but in the absence of such agreement, Licensee will spend the amounts required under Paragraph 8.2(b) in support of the Licensed products through (a) cooperative advertising and (b) direct advertising * . In the event that Licensor plans to undertake a material change to agreed-upon creative and media plans during the course of an Annual Period, the parties shall discuss such plans and Licensor shall consider in good faith any concerns Licensee raises about them.
Licensee’s Advertising Spending. With respect to each Annual Period or portion thereof (calculated on a pro rata basis) during the License Period, Licensee shall spend an amount equal to [***] percent of Net Sales of Watch Products made during that Annual Period (not including THL Sales) (the “Advertising Expenditure”) on cooperative and direct advertising in the Territory in support of the Watch Products. Each February during the License Period, THL and Licensee shall discuss the creative and media plans in an effort to reach a mutual agreement about Licensee’s spending, but in the absence of such agreement, Licensee will spend the amounts required hereunder in support of the Licensed Products through (a) cooperative advertising and (b) direct advertising. If Licensee fails to properly spend the Advertising Expenditure in any given Annual Period, then Licensee shall spend the amount of any shortfall (the “Shortfall”), up to [***], for the designated expenses by no later than June 30th of the following Annual Period (the “Carryover Period”), in addition to its independent advertising spending obligations for that Annual Period (it being acknowledged that advertising expenditures made during the Carryover Period shall first be deemed to cover the Shortfall and second spending obligations for such Annual Period). If the Shortfall has not been properly spent by the end of such Carryover Period, then the amount which should have been expended and which was not expended shall be paid over to THL by no later than 30 days after the end of such Carryover Period; provided, however, that if the Advertising Expenditure or any Shortfall has not been fulfilled upon the expiration or termination of the License Period, the unexpended amounts shall be paid over to THL absolutely within 30 days after such expiration or termination. Furthermore, if the Shortfall exceeds [***], then the amount by which the Shortfall exceeds [***] shall be paid over to THL by no later than January 31 immediately following the Annual Period in which the Shortfall occurred.
