výpis zo zmluvy)

Licenčná zmluva na nákup licenčných práv programov

(výpis zo zmluvy)

Zmluvní partneri: AB Svensk Filmindustri Box 7200

(Xxxxxxxxx 00)

SE-10388 Stockholm Švédsko

Zastúpená: Xxx-Xxxxxxx Xxxxxxxxxx Senior Vice President

VAT No. SE556003521301

a

Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava

IČO: 47 232 480

IČ DPH: SK2023169973

štatutárny zástupca: Xxxxxx Xxxx

generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B

Programy: hraný seriál – 6 x 45´

Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka

Trvanie zmluvy: Licenčná doba na 3 roky, od 1.2.2017 do 31.1.2020

Licencia na územie: Povolený jazyk:

Slovenská republika slovenský - dabing

Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod.

Vysielacie práva: Terestriálne – Free TV práva exkluzívne

/Analógové aj digitálne šírenie/ neexkluzívne káblové a satelitné geoblokované simultánne šírenie

Licenčný poplatok: 9.000,- EUR

Splatnosť licencie: 1.splátka 50% celkovej sumy – 4.500,_EUR po podpise zmluvy najneskôr k 15.10. 2016

2.splátka 50% celkovej sumy – 4.500,- EUR po dodaní materiálov a ich technickej akceptácií najneskôr k 30.11.2016

Podmienky dodania materiálu:

Technické náklady za materiál:

po podpise zmluva a úhrade prvej splátky

540,- EUR

Technické parametre materiálu: HD 16:9 Prores Files podľa technickej

špecifikácie RTVS

Promo material, dialógové listiny

Prístup k jazykovým verziám:

Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:

za AB DROITS AUDIOVISUELS

Xxx-Xxxxxxx Xxxxxxxxxx Senior Vice President Rigths& Strategic Projects

Prístup majiteľa licencie k jazykovým verziám možný za úhradu 50% dokladovaných výrobných nákladov RTVS (bod Special Conditions)

doplnené v bode Additional Conditions

za RTVS Xxxxxx Xxxx

generálny riaditeľ

FREE-TV LICENSE AGREEMENT

This exclusive Free-TV Television Agreement is made on July 1, 2016, by and between AB Svensk Filmindustri, ("Licensor"), Vat no.: SE-556003521301, Box 7200, SE-10388 Stockholm, Sweden (Visiting address: Xxxxxxxxx 00, XX-000 00 Xxxxxxxxx, Xxxxxx). Phone no: x00 0 000 000 00, and Radio and Television of Slovakia, RTVS (” Distributor”), Xxxxxxx xxxxxx, 000 00 Xxxxxxxxxx, Xxxxxx Xxxxxxxx. Vat no: SK-2023169973. Phone no.: x000 0 0000 0000, email: xxxxxxxx.xxxxxxxxx@xxxx.xx regarding the following Television Series collectively called the Picture (“Picture”):

HEAVY WATER WAR, THE

(Kampen om Tungtvannet) 6 x 45 minutes

Production Year: 2015 Directed by: Xxx-Xxxx Xxxxxxxx

Subject to timely monies due Licensor and Distributor's due performance of all other terms of this Agreement, Licensor licenses exclusively to Distributor, and Distributor accepts from Licensor, the Pictures in the Territories for the Term identified below on all the terms and conditions of this Agreement.

This Agreement consists of the following parts: this Cover Page, Deal Terms and the Standard Terms and Conditions. This Agreement replaces in its entirety the Deal-Memorandum dated April 5, 2016.

All parts of this Agreement will be interpreted together to form one Agreement. Where not defined where they first appear, words used in this Agreement are otherwise defined in the Standard Terms and Conditions. In case of discrepancy between the text of the Deal Terms and the Standard Terms and Conditions, the text of the Deal Terms shall prevail.

IN WITNESS WHEREOF, Licensor and Distributor have executed this Agreement as of the date first written to constitute a binding contract between them.

AB SVENSK FILMINDUSTRI RADIO & TELEVISION OF SLOVAKIA (RTVS)

(”Licensor”) (”Distributor”)

Authorized Signatory Authorized Signatory

Xxx-Xxxxxxx Xxxxxxxxxx Mr. Xxxxxx Xxxx

Xx. Vice President Rights & General Director Strategic Projects

DEAL TERMS

PICTURE: HEAVY WATER WAR, THE

(Kampen om Tungtvannet) 6x45 minutes

DISTRIBUTION RIGHTS: Exclusive Free-TV and non-exclusive catch-up rights incl.

terrestrial, cable and satellite transmissions (analogue and digital) - as defined in paragraph 1 in the Standard Terms and Conditions.

The non-exclusive catch-up rights are being granted seven (7) days after each transmission of each Picture and shall be geoblocked for the licensed Territory.

For the avoidance of doubt, no so called A-VOD and F-VOD are granted except for the catch-up rights.

AGREEMENT TERM: The term of the Agreement shall commence on the date hereof,

and expire automatically as stated below or at the last authorized run whichever is earlier.

LICENSE PERIOD: February 1, 2017 – January 31, 2020.

NO. OF RUNS: Two (2) runs of each episode of the Series (Pictures), each run

with one (1) re-run within forty-eight (48) hours.

AUTHORIZED Norwegian/German/English with Slovakian sub-titles and/or

LANGUAGE: dubbed and/or with Slovak voice-over.

Parallell track is not granted.

TERRITORY: Slovak Republic.

LICENSE FEE: Total of Euro 9 000 (Euro Nine Thousand).

PAYMENT TERMS: 50% i.e. (Euro 4 500) on signature of this agreement, but no later than October 15th, 2016

50% i.e. (Euro 4 500) upon technical acceptance of the materials (within 30 days after delivery), but no later than November 30, 2016.

BANK DETAILS: Licensor acknowledges being the beneficial owner of the

License Fee.

XXXXXX XXXXXX XXXXXX

SWIFT/BIC ADDRESS: XXXXXX IBAN XXXXXX

For the Account of: AB Svensk Filmindustri

DELIVERY: Immediately on signature of this Agreement and the signature payment has been paid by Distributor.

MATERIALS: Distributor must and shall use formats and materials, physical and digital, delivered by Licensor.

All materials further defined in the Standard Terms and Conditions paragraph 8.

All freight charges at Distributor’s expense.

Material specification: HD 16:9 Prores File incl. M&E 5.1 sound Material costs á 90,- EUR per episode, totally EUR 540,-

SPECIAL CONDITIONS: Distributor shall have the right to advertise, publicize and

promote the broadcast of the Picture on the Channels by any means or media including Internet and shall be authorized to use promotion excerpts of the Picture up to a maximum of two

(2) minutes in consecutive length in order to advertise, publicize or promote broadcasting of the Pictures.

Licensor´s (AB Svensk Filmindustri) or third parties access to the local Slovak dubbed versions produced by Licensee (RTVS) on its own costs is allowed only upon payment of 50% declared production costs

ADDITIONAL CONDITIONS: In compliance with paragraph 47(a) of the Act No. 40/1964

Collection Civil Code as amended in paragraph 5(a) of the Act no. 211/2000 Coll. On free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and Television of Slovakia is obliged to publish this Agreement via Central Register of Contracts of the Government Office of Slovak Republic in its full wording.

STANDARD TERMS AND CONDITIONS

1. RIGHTS LICENSED

(a) General Xxxxx: Subject to the terms of this Agreement, Licensor exclusively licenses to Distributor the rights to telecast the Pictures on Free TV during the Term throughout the Territory as set forth in the Deal Terms.

(b) Limitation: The Pictures may only be transmitted on Television in the Authorized language and the methods of Authorized Telecasting up to the number of times specified in the Deal Terms.

(c) Exclusivity: Exclusivity protection is not given against re-telecast or secondary transmissions by cable systems of distant broadcast signals originating outside the Licensed Station's broadcast area pursuant to a compulsory license or otherwise.

(d) Free TV means Terrestrial Free TV and Cable Free TV, exploitation of the Television Picture (“Picture”). Free-TV includes analogue and digital exhibitions. Free TV does not include any form of PayPerView.

Terrestrial Free TV means over-the-air broadcast by Hertzian waves of a Motion Picture Copy for reception on television receivers in private living places without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose government television receiver assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.

Cable Free TV means the originating transmission by coaxial or fiber-optic cable of a Motion Picture Copy for reception on television receivers in private living places without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose neither government television receiver assessments or taxes nor the regular periodic service charges (but not a charge for PayPerView or Pay TV) paid by a subscriber to a cable television system will be deemed a charge to the viewer.

Satellite Free TV means the up-link broadcast to a satellite and its down-link broadcast to terrestrial satellite reception dishes of a Motion Picture Copy for viewing on television receivers in private living places located in the immediate vicinity of their reception dishes without a charge to the viewer for the privilege of viewing the Motion Picture, provided that for this purpose government satellite dish or television receiver assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.

Free-TV Catch-up TV means with respect to Free TV, making a digital Motion Picture Copy available for streaming on a Website operated by a telecaster duly authorized to exploit such rights but only by Authorized Subscribers of such Website.

(e) Reservation: Licensor reserves all rights in The Picture not licensed to Distributor. Licensor may exploit them as Licensor sees fit without restriction, except as otherwise expressly provided in this Agreement.

2. ADVERTISING AND BILLING

(a) Licensor's Requirements: Licensor will timely provide Distributor with a list of all required screen credits (if not already contained in the Picture) and paid advertising, publicity and promotional requirements. Distributor will comply with all such requirements at all times.

Distributor shall have the right to advertise, publicize and promote the broadcast of the Picture on the Licensed Service by any means or media including Internet and shall be authorized to use promotion excerpts of the Picture up to a maximum of two (2) minutes in consecutive length

(b) Limitations: In exercising its advertising, billing, and other rights Distributor may not: (i) change the title of the Picture without Licensor's prior written approval (which may be withheld for any reason) (ii) alter or delete any credit, logo, copyright notice or trade-mark notice appearing on or in the Picture; or (iii) include any advertisements or other material in the Picture other than Distributor's credit or logo.

3. DUBBING, SUBTITLING, VOICE-OVER AND EDITING

Distributor's Rights: Subject to Licensor's requirements and the provisions of this Agreement, Distributor will have the non-exclusive right at its sole expense and after consultation with Licensor to: (i) subtitle and/or dub and/or voice-over the Pictures, but only in the Authorized Languages; and (ii) edit the Pictures to meet governmental censorship requirements.

4. TERRITORY

The "Territory" means only the country named in the Deal Terms but only as its contiguous political borders exist on the date of this Agreement. The Territory excludes the country's non- contiguous embassies, military and governmental installations, and oil rigs and marine installations wherever located.

5. TERM

(a) The "Term" for The Picture will start on the date specified in the Deal Terms, and will end on the date set forth in the Deal Terms.

(b) License Period: The License Period starts as stated in the Deal Terms of the Picture which Distributor may exhibit the Picture except that the License Period end after the earlier of the last authorized run or at the end date of each Picture as stated in the Deal Terms.

6. FINANCIAL TERMS

(a) License Fee: The "License Fee" is the sum payable to Licensor for the rights licensed to Distributor. The License Fee is a minimum net sum and no taxes or charges of any sort may be deducted from it. The License Fee will be payable whether or not all telecasts for the Picture(s) actually occur.

(b) Royalty income: All amounts collected by any authors' rights organization, performing rights society or governmental agency which are payable to authors, producers or Distributors and which arise from royalties, compulsory licenses, cable retransmission income, tax rebates, exhibition surcharges or the like, will as between Licensor and Distributor be the sole property of Licensor. By way of illustration but not limitation, this will apply to such amounts arising from

royalties collected by AGICOA, SACD, or similar organizations from cable retransmissions or television programs, and from collections by music performing or mechanical rights societies. Licensor has the sole right to apply for and collect all these amounts. If any of them are paid to Distributor, then Distributor will immediately remit them to Licensor with an appropriate statement identifying the payment.

(c) Documentation: Where, under the laws or rules of the country in the Territory, Distributor is required to make any registration filing or to obtain any permits or clearances with respect to the exploitation of any Licensed Rights in the Picture, then Distributor will do so promptly at its expense and provide Licensor with copies of all documents indicating full compliance with such requirements. For the sake of clarity, such requirements may include obtaining certificates of local subtitling/dubbing or copyright registration, acquiring quota permits or censorship clearances, or filing author societies, or registering the Picture to obtain royalties, rebates, or other allowances.

7. PAYMENT REQUIREMENTS

(a) Timely payment: Timely payment is of the essence of this Agreement and is an express condition precedent to Distributor's exercise of the Licensed Rights. Payment will be considered made only when Licensor has immediate and unencumbered use of funds in the required currency in the full amount due. Distributor will timely obtain all governmental permits necessary to make all payments to Licensor.

(b) Limitation on Deductions: There will be no deductions from any payments due Licensor because of any bank charges, withholding taxes, conversion costs, sales, use of VAT taxes, quotas or any other taxes, levies or charges unless separately agreed in writing by Licensor. No remittance taxes of any sort may be deducted from the License Fee.

(c) Blocked Funds: If it is legally impossible to transmit any monies due to Licensor, Distributor will immediately so notify Licensor. Distributor will then deposit such monies in Licensor's name, but at Distributor's expense, in a suitable depository in the Territory designated by Licensor.

(d) Finance Charge on Late Payments: If Licensor does not receive any payment on the date due, then in addition to any other right or remedy, Licensor may assess a finance charge on such late payment at the lesser of two (2%) percent over the then current advertised prime rate at Licensor's lead bank on the date payment was due at Licensor's lead bank or the highest applicable legal contract date. A Finance Charge, if made, will be retroactive to the date payment was due and will continue until payment in full.

(e) No severance payment: Distributor will not pay any compensation to any Party, including without limitation Distributor's customers, in connection with termination of this Agreement.

8. DELIVERY

(a) Delivery: "Delivery" by Licensor means delivery to Distributor free of charge the Materials as listed below:

Press material Music cue sheet

Color transparencies

Billing and credit instructions Dialogue lists

Digital files – of each episode of the Picture

HD 16:9 Prores File incl. M&E and 5.1 Sound and trailer at 90 EURO (Ninety Euro) per episode at Distributor’s cost. All freight delivery costs as Distributor’s expense.

Licensor shall not bear nor be responsible for any costs of dubbing/ subtitling into the authorized languages or the producing of the authorized language subtitles.

(b) Delivery of Materials: Licensor will give Distributor notice that it is prepared to deliver the Materials.

(c) Delivery of Advertising & Promotional Materials: Licensor shall deliver to Distributor upon request - free of charge (other than shipping costs and thereto related costs) - advertising material but only to extent available to Licensor and provided Licensor shall have no obligation to create such material. If Distributor does not use these advertising and promotional materials, then Distributor will consult with Licensor before using any other advertising or promotional materials.

(d) Holding of Materials: Title to all materials delivered to Distributor will remain with Licensor, subject to all rights of Distributor. Distributor shall employ security measures to prevent the loss, theft, pirating, copying or unauthorized duplication of any of the videotapes or prints in its possession. Distributor shall not by any of its actions permit any lien, charge, pledge, mortgage or encumbrance to attach to said videotape or prints.

(e) Material Payment Instructions: All costs of delivery (including shipping charges, import fees, duties, brokerage fees, storage charges and related charges) will be Distributor's sole responsibility.

(f) Distributor's Created Materials: Licensor will at all times have an access to all foreign language tracks, subtitled and/or dubbed versions, masters, advertising and promotional materials, artwork and all other materials created by Distributors pursuant to this Agreement, on conditions mutually agreed between Licensor and Distributor in a separate agreement.

(g) Inspection of Materials: Immediately upon delivery of any materials, Distributor will examine the materials to determine their technical acceptability for transmission. Unless Licensor is notified otherwise within thirty (30) days of delivery, all materials will be deemed acceptable to Distributor. If Licensor receives timely notice of a defect in the materials, Licensor will remedy such defect or substitute materials of the same Picture at no additional cost.

(h) Title: Title in and to materials of a Picture provided to Distributor hereunder is vested and will remain in Licensor, and title in and to any materials of a Picture created by, for or at the request of Distributor and all rights therein, including copyrights and all neighboring and connecting rights, will vest and remain in Licensor upon the creation thereof, subject only to Distributor's possession and use until the earlier of the expiration of the License Period of the Picture(s), or the termination of the Agreement solely so that Distributor may exercise its rights licensed hereunder. As between Licensor and Distributor, all materials will be deemed to have been on loan to Distributor whether or not Distributor paid any of the costs of manufacture.

9. MUSIC

(a) Music Cue Sheets: To the extent required and available, promptly after Delivery Licensor will supply Distributor with available music cue sheets listing the composer, lyricist and publisher or all music embodied in the Pictures. Distributor will as necessary, promptly file with the appropriate governmental agency or music rights society in the Territory a copy of the music cue sheets supplied by Licensor without making any changes in them.

b) Synchronization: Licensor represents and warrants to Distributor that Licensor controls all rights necessary to synchronize the music contained in the Picture on all copies exploited by Distributor throughout the Territory for the Agreement Term. Licensor authorizes Distributor to exploit such synchronization rights without charge in conjunction with its exploitation of the Picture. Licensor will be solely responsible for paying all royalties or charges necessary to obtain and control such synchronization rights for the Agreement Term and will hold Distributor harmless from any payments in this regard.

c) Performance: Licensor represents and warrants to Distributor that the non-dramatic ("small") performing rights in each musical composition embodied in the Picture are: either (i) in the public domain in the Territory; or (ii) controlled by Licensor sufficient to allow Distributor to exploit the Licensed Rights without additional payment for such rights; or (iii) available by license from the local music performing rights society(ies) in the Territory affiliated with the International Confederation of Authors and Composers Societies (CISAC). With regard to music in category (iii), Distributor will be solely responsible for obtaining a license to exploit such performance rights from the local music performing rights society(ies).

(d) Publishing Royalties: As between Licensor and Distributor, Licensor will be solely entitled to collect and retain the publisher's share of any music royalties arising from Distributor's exploitation of the Picture.

(c) Retransmission Royalties: Distributor acknowledges that any fee payable by reason of government permitted or mandated retransmissions in the Licensed Territory of any transmission of a Picture, including but not limited to AGICOA royalties, are the sole property of Licensor. Distributor will cooperate with Licensor to the extent necessary to permit Licensor to collect the maximum amount of any such fees.

10. SUSPENSION AND WITHDRAWAL

(a) Licensor's right: Licensor will have the right at any time to withdraw any Picture or, in Licensor's sole and absolute discretion, suspend delivery or exploitation of the Picture or withdraw the Picture: (a) if Licensor determines that its continued exploitation might infringe the rights of others, violate any law or subject Licensor to any liability; or (b) due to events of Force Majeure. Licensor reserves the right in such case to discontinue the production of any Picture at any time during the Term on five (5) days written notice to Distributor.

(b) Effect of Suspension: Distributor will not be entitled to claim any damages or lost profits for any suspension. Instead, the Term will be extended for the length of the suspension. If any suspension lasts more than three (3) consecutive months, either Party may terminate this Agreement on ten (10) days' notice, in which case the Picture will be treated as a withdrawn Picture as provided in Par 10(c).

(c) Effect of Withdrawal: If the Picture(s) is withdrawn or this Agreement is terminated after a period of suspension, Distributor may request a proportional refund of the License Fee. Distributor's sole remedy will be to receive this substitute. In no event may Distributor collect any "lost profits" or other damages.

(d) "Force Majeure": "Force Majeure" means any fire, flood, earthquake or public disaster; strike, labor dispute or unrest; unavoidable accident; breakdown of electrical or sound equipment; failure to perform or delay by any laboratory or supplier; delay or lack of transportation; embargo, riot, war, insurrection or civil unrest; any Act of God including inclement weather; any act of legally constituted authority: or any other cause beyond Licensor's reasonable control.

11. DEFAULT AND TERMINATION

(a) Distributor's Default: Distributor will default if: (i) Distributor becomes insolvent or fails to pay its debts when due; (ii) Distributor makes any assignment for the benefit of creditors, or seeks relief under any bankruptcy law or similar law for the protection or debtors, or suffers a petition or bankruptcy to be filed against it or has a receiver or trustee appointed for substantially all of its assets (iii) Distributor breaches any term, covenant or condition of this Agreement: or (iv) Distributor attempts to make any assignment, transfer or sublicense of this Agreement.

(b) Notice to Distributor: Licensor will give Distributor written notice of any claimed default. If the default is incapable of cure, then Distributor will be in default immediately upon receipt of Licensor's notice. If the default is capable of cure, then Distributor will have ten (10) after its receipt to cure any monetary default, and twenty (20) days after its receipt to cure any non- monetary default. If the default is incapable of cure, or if Distributor fails to cure within the times provided, then, in addition to any other rights or remedies Licensor may have, Licensor may terminate this Agreement retroactive to the date of default. Licensor may then proceed against Distributor for legal and equitable relief, including suspending delivery of any other Picture and declaring all unpaid amounts due Licensor immediately due and payable.

(c) Licensor's Default: Licensor will default if it fails to abide by any material requirement of this Agreement imposed on Licensor. Default by Licensor is limited to the particular Picture to which the default applies. No default as to one Picture will be a default as to any other Picture, nor will a default by Licensor as to one agreement be a default to any other agreement.

(d) Notice to Licensor: Distributor will promptly give Licensor written notice of any claimed default. Licensor will have twenty (20) days after its receipt to commence and diligently pursue cure of such default. Only if Licensor fails to do so may Distributor proceed against Licensor for available relief.

12. ANTI-PIRACY PROVISIONS

(a) Enforcement: Distributor will take all reasonable steps necessary to protect the copyright in The Picture to prevent piracy. Licensor may participate in any anti-piracy action using counsel of its own choice. Licensor's expenses will be reimbursed from any recovery in equal proportion with Distributor's expenses. If Distributor fails to take necessary anti-piracy action, Licensor may, but will not be obligated to, take such action in Licensor's or Distributor's name, with all recoveries belonging to Licensor.

13. LICENSOR'S WARRANTIES

Licensor warrants and represents that, as to the Picture Licensor has or will have the right to grant the license herein contained on or before the first licensed telecast of such Picture, that there is no agreement with any other person, firm or corporation which will in any way interfere with any rights granted under this Agreement to Distributor; that to the best of Licensor's knowledge all Pictures licensed hereunder are free and clear of any and all liens, claims and encumbrances of any kind and nature which would be inconsistent with the rights granted to Distributor hereunder; and, that none of the Pictures or any material contained therein violates the rights of any person. Licensor further warrants and represents that is a corporation duly organized, validly existing and in good standing in the jurisdiction of its incorporation; that has the full power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement by Licensor have been duly authorized by all requisite corporate action of Licensor; and, that this Agreement is a valid and binding obligation of Licensor in accordance with its terms.

14. DISTRIBUTOR'S WARRANTIES

Distributor warrants and represents that it is in compliance with and in good standing under the laws of the Licensed Territory and any subdivision thereof with which it should be in compliance and under which it should be in good standing given the nature and scope of its business; that is has full power and authority to enter into and perform this Agreement in accordance with its terms; that the execution, delivery and performance of this Agreement have been authorized by all requisite action of Distributor; that this Agreement is a valid and binding obligation of Distributor enforceable in accordance with its terms; and, that Distributor is not required to obtain the consent of any person or entity to enter into this Agreement. Distributor further warrants and represents that, by Distributor's actions, there are no and never will be any liens, charges, claims, adverse rights or interests of any kind on or against any Materials title to which is vested in Licensor as set forth in Par 8(h). Distributor also warrants and represents that there will not be any restrictions that would or could prevent Licensor from transmitting and distributing any of the Materials created by or at the direction of Distributor referred to in Par 8(h) by any media or means and there will not be any payments which must be made by Licensor to anyone or any entity including, but not limited to, any person, union, guild or other labor organization, in connection therewith.

15. INDEMNITIES

(a) Licensor's Indemnities: Licensor will indemnify and hold harmless Distributor (including its officers, directors, partners, owners, share-holders, employees and agents) against all claims, expenses (including reasonable attorneys' fees) and liabilities due to Licensor's obligations, representations or warranties contained in this Agreement.

(b) Distributor's Indemnities: Distributor will indemnify and hold harmless Licensor and any assignee or other successor-in-interest (including the officers, directors, owners, partners, shareholders, employees and agents) of the foregoing against all claims and expenses (including reasonable attorneys' fees) and liabilities due to Distributor's failure to abide by any restriction on the exercise of any Licensed Right and for any breach of any of Distributor's obligations, representations or warranties contained in this Agreement.

16. ASSIGNMENT

Licensor may freely assign, transfer or sublicense any of its rights under this Agreement, but no such assignment, transfer or sublicense shall relieve Licensor of its obligations under this Agreement unless it is to a company which acquires all or substantially all of Licensor's assets. Distributor may not assign, sell or transfer any rights granted it under this Agreement.

17. MISCELLANEOUS PROVISIONS

(a) Separability: In case of any conflicts between any term of this Agreement and any material law, ordinance, rule or regulation, the latter will prevail.

(b) No waiver: No waiver of any breach will be a waiver of any other breach of the same or any other provision. No waiver is effective unless in writing. The exercise of any right will not be deemed a waiver of any other right or of any default of the other party.

(c) Remedies Cumulative: All remedies are cumulative, and resort to one will not preclude resort to any other at any time.

(d) Notices: All notices and payments will be sent to the parties at the addresses specified in the Cover Letter, either by telefax or mail, postage pre-paid. Either party may change its place for notice by like notice.

(e) Entire Agreement: This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all previous written or oral understandings or representations between the parties regarding its subject matter, if any. The party expressly waives in favor of the other any right rely on such oral understandings or representations.

(f) Modifications: No modification or amendment of this Agreement will be effective unless in writing, signed by both parties.

(g) Captions: Captions and paragraph headings are for convenience only.

(h) Terminology: As used in the Agreement "and" means all of the possibilities "or" means any or all of the possibilities in any combination, and "either"... "or" means only one of the possibilities. "Including" means "including without limitation".

(i) Governing Law: This Agreement is governed and interpreted under the Laws of Sweden.

18. CONFIDENTIALITY

Neither party without the express permission of the other may disclose the terms and conditions of this Agreement other than as may be required by any applicable law, governmental order or regulation or decree of any court of competent jurisdiction.

Agreed and accepted: