Marketing Co-op. In further consideration for Licensor’s agreement to amend and restate the Prior Agreement by entering into this Agreement, the economic consideration set forth herein, and Licensor’s grant of all rights granted herein, including, without limitation, Free-On-Demand rights in the Library FOD Programs, Licensee shall perform marketing and promotional activities for Included Programs in accordance with tactics mutually agreed by the parties hereto. Subject to such mutual agreement, marketing and promotional activities may include, without limitation, placement on a xxxxxx channel, website, Pay-Per-View movie countdown clocks, cross channel promotions, TiVo Showcase, DIRECTV guide, PPV Picks E-Mail, Pay-Per-View web banner, home page, genre/category pages, navigators, graphic user interface and/or any other available promotional medium. Each party agrees to contribute co-op marketing funds of $200,000 per Term Year (pro-rated for any Term Year less or greater than 12 months) (it being agreed that Licensee’s contribution may be in the form of discounted advertising rates, which shall in no event be higher than the discounted rates given to other Major Studios as part of co-op marketing tactics, and other in-kind contributions, the cash value for which shall be assigned and documented by Licensee and delivered to Licensor in accordance with the parties’ past practices); provided, however, that if the number of theatrically released Current Features made available by Licensor for licensing hereunder on a Pay- Per-View and Video-On-Demand basis in a Term Year is less than the average number of theatrically released Current Features made available by Licensor in the previous three (3) calendar years, then Licensee shall be entitled to a pro-rata reduction of its contribution obligations with respect to the following Term Year by the amount of such deficiency.
