Common use of Marketing Co-op Clause in Contracts

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.

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- 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. Marketing MFN. If pursuant to an output or package (of more than 5 titles) agreement with another feature film provider (other than that certain license agreement between Licensee and DreamWorks, which expires on December 31, 2007) Licensee has an agreement to give more favorable marketing or promotion (including, without limitation, in print or on-air) of the Pay-Per-View and/or Video-On-Demand exhibitions of any other motion pictures of such other feature film provider than the marketing or promotion Licensee has agreed hereunder to give to any comparable Current PPV Programs or Current VOD Programs (i.e., comparable in all of the following respects: in terms of box office, avail date/window, viewing period, high/standard definition and enhanced features), then Licensee shall promptly provide Licensor with written notice thereof and all directly related terms and conditions contained in such output or package (of more than 5 titles) agreement. Licensor shall have the right (but not the obligation), exercisable within 30 days after receipt of the foregoing written notice, to match all such directly related terms and conditions, and, if Licensor exercises such right, this Agreement shall be deemed automatically amended to incorporate all such directly related terms and conditions, including, without limitation, such more favorable marketing and promotion with respect to such comparable Current PPV Programs and/or Current VOD Program (i.e., comparable in all of the following respects: in terms of box office, avail date/window, viewing period, high/standard definition and enhanced features).