**Exhibit 10.6**

 

***“[*]” = confidential portions ofthis document that have been omitted and have been separately filed with theSecurities and Exchange Commission pursuant to an application for confidentialtreatment under Rule 24b-2 under the Securities Exchange Act of 1934, asamended.***

 

 

**TELEVISION LICENSE AGREEMENT**

PRINCIPAL TERMS &CONDITIONS

 

AGREEMENTentered into as of January 1, 2008 by and between Hallmark Hall of FameProductions, Inc., 2501 McGee, Kansas City, MO  64108 (“Licensor”) and Crown Media UnitedStates, LLC, 12700 Ventura Blvd., Studio City, CA  91604; (“Licensee”).

 

Licensorhereby grants to Licensee, and Licensee hereby accepts, a limited license fortelevision exhibition of the pictures described herein in accordance with theTerms and Conditions set forth below and the Standard Terms attached hereto in Exhibit Iand incorporated herein by reference.

 

TERMS AND CONDITIONS

 

# **1.****                                     TERRITORY**:  United States, its territories andpossessions.

#  

# **2.****                                     PICTURESLICENSED**:  The Pictures in the “HallmarkHall of Fame” library set forth in Schedule A attached hereto and herebyincorporated herein by reference.

#  

# **3.****                                     RIGHTSLICENSED**:

#  

## a)                                     Therights licensed to Licensee hereunder are exclusive exhibition and broadcastrights in all forms of Standard and Non-Standard Television.  Any proposed exploitation by Licensee inVideo on Demand, Consumer Video Devices and other forms of new media rights,such as interactive rights, must be approved by Licensor and, if approved, allrevenues received by Licensee from such exploitation will be shared equally byLicensor and Licensee.  If Licensorintends to grant Video on Demand, Consumer Video Devices and other forms of newmedia rights to third parties during the Term, it will first negotiate withLicensee regarding Licensee’s acquisition of such rights and, if agreementcannot be reached, will give Licensee a final written offer.  If Licensee does not accept the final offerand Licensor subsequently decides to accept an offer from a third party forsuch rights which is less favorable to Licensor than its final offer toLicensee, it will first give Licensee the opportunity to enter into anagreement for such rights on terms substantially similar to those of the thirdparty offer.  Licensor will not, in anyevent, grant any third party the right to exhibit or to authorize downloads ofthe Pictures on the “Internet” or via similar technology unless it requires thethird party to impose a meaningful charge on the viewers for such exhibition ordownload.

##  

## b)                                    “Non-StandardTelevision” is defined as transmission to individual or multiple receiversby any and all means of technology, whether now known or hereafter devised(other than exhibitions by means of Standard Television, Video on Demand andConsumer Video Devices).  It includes,without limitation, 

 

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## transmission by means of cable, wire or fiberof any material, “over-the-air pay” or STV in any frequency band, any and allforms of regular or occasional scrambled broadcast for taping, master antenna,satellite master antenna, low power television, closed-circuit television,tape, cassette and disc distribution (excluding Consumer Video Devices),portable video device distribution, single and multi-channel multi-pointdistribution service, direct to satellite transmission and On-LineDistribution, whether on a pay or free basis. “Standard Television” means television distributed by a UHF orVHF television broadcast station, the video and audio portions of which areintelligibly receivable without charge by means of standard home rooftop ortelevision set built-in antennas; “Consumer Video Devices” meansdistribution and/or exploitation of the Pictures by means of videodiscs,videocassettes, laser discs and similar devices for non-commercial replay on atelevision screen by means of a playback device, where the television screenand playback device are both located in the home of a consumer and “Video-on-Demand”means technologies by which the Pictures may be ordered and viewed individuallyfor which for which a separate charge is imposed.  All rights not expressly granted herein shallremain the sole and exclusive right of Licensor for Licensor’s unlimited,unencumbered use.

##  

# **4.****                                     EXHIBITIONDAYS PER PICTURE**:  [*] ExhibitionDays.  Each Exhibition Day consists of upto 2 telecasts within a 24 hour period. Licensee may take no more than [*] of the Exhibition days for anyPicture during any calendar year.

#  

# **5.****                                     LICENSETERM**:  10 years per Picturecommencing on the dates indicated in Schedule A or if “TBD”, a date mutuallydetermined by Licensor and Licensee.  Ifthe maximum number of Exhibition Days is taken prior to the end of the LicenseTerm for any Picture, the License Term will end at the end of the lastExhibition Day.  In addition, in theevent of a “change of control” of Licensee, Licensor will have the right toterminate this license and agreement by written notice given within 30 days ofthe effective date of the change of control. A “change of control” for these purposes is any transaction throughwhich Hallmark Cards divests itself, directly or indirectly, of its controllinginterest in Licensee or Crown Media Holdings, Inc.

#  

# **6.****                                     TOTALLICENSE FEE**:  a) $[*] for each of the16 Pictures produced from 2003 to 2008, as listed in Schedule A, and $[*] foreach of the 42 “Library Titles”, payable for each Picture in equal monthlyinstallments over its License term.  Thetotal amount payable, if all Pictures are available for their full Licenseterms, is $17,200,000.

#  

# **7.****                                     BROADCASTMATERIALS**:  Licensor shall provideLicensee with access to a both standard definition and high definition mastersof the Pictures.  To the extent that highdefinition masters do not exist, Licensee will [*] with Licensor, [*], ofpreparing these masters from the original film materials or highest qualityelements available.  To the extentavailable, Licensor will provide Licensee with copies of excerpts from thePictures, “behind the scenes” footage, scripts, synopses, and all otherpromotional materials selected by Licensor and in Licensor’s possession orunder Licensor’s control.  All materialsshall be on loan to Licensee.  Licenseeshall return materials to Licensor at Licensee’s expense at the expiration ofthe License Term, including any hi-def masters and other materials for whichthe parties shared the costs.

 

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**IN WITNESSWHEREOF**, the parties hereto have executed theAgreement as of the day and year first above written.

 
| LICENSEE:**CROWN MEDIA UNITED STATES, LLC** | ** **           | LICENSOR:**HALLMARK HALL OF FAME  PRODUCTIONS, INC.** |
|---------------------------------------------|----------------------|-------------------------------------------------------|
|                                        |                 |                                                  |
|                                        |                 |                                                  |
| By:                                         |                 |                                                  | By: |   |
|                                        | Charles Stanford, VP |                                                  |   | Brad R. Moore, President |
|                                        | Print Name and Title |                                                  |   | Print Name and Title |
|                                        |                 |                                                  |
|                                        |                 |                                                  |
| Dated:                                      |                 |                                                  | Dated: |   |
|                                             |                      |                                                       |  |  |  |  |

 

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EXHIBIT I-STANDARD TERMS AND CONDITIONS

 

### 1.                                      **DELIVERY OF PRINTS**.

###  

#### (a)                                 Licensorwill deliver or cause to be delivered to Licensee upon the later of 60 daysprior to the start of the License Term or 60 days after execution of thisAgreement:  one standard definition onBeta SP videotape and, to the extent such materials exist or can be created(with the costs therefore shared pursuant to Paragraph 7 above), highdefinition copies of each Picture licensed by this Agreement (hereinaftercollectively called “prints” and individually called “print”).  Delivery of each print to Licensee or toLicensee’s agent shall be deemed to be delivery by Licensor to Licenseehereunder.  All costs and charges inconnection with such delivery, including without limitation shipping chargesand insurance thereon shall be borne by Licensee.

####  

#### (b)                                Licenseeshall notify Licensor by telegram within ten (10) days after Licensee’sreceipt of a print if such print is physically defective for televisionbroadcasting by customary industry standards.  If Licensee so notifies Licensor with respectto any such physical defect or failure of delivery, as aforesaid, and Licensordoes not deliver to Licensee a replacement print of the same picture (oranother picture of comparable quality) in time for the scheduled telecast, suchtelecast shall be deemed eliminated and the picture withdrawn, as provided inparagraph (b) of paragraph 11 of this Exhibit.  Failure of Licensee to give Licensor suchnotice as aforesaid shall be deemed Licensee’s irrevocable acknowledgement thatsuch print has been received and is satisfactory in all respects.

####  

### 2.                                      **RETURN OF PRINTS**.  Licensee agrees to return to Licensor,prepaid, within forty-eight (48) hours after the last licensed telecast of eachpicture, the print (which includes the container thereof and hi-def masters),in the same form and condition as delivered by Licensor, ordinary wear and tearfrom proper use excepted.  Such printshall be delivered to Licensor, or to any other party, to such place or placesas Licensor may from time to time designate.  Additionally, Licensee agrees to return toLicensor, prepaid, all other material that may have been furnished by Licensor,within one (1) week following completion of the use of such material byLicensee, but in no event later than after the last licensed telecast.  If any prints are lost, stolen, destroyed ordamaged, Licensee shall pay Licensor the cost of replacement thereof, withinseven (7) days after billing by Licensor.  Such payment shall not be construed totransfer to Licensee any right, title or interest in or to said prints.  Licensor may request that Licensee have theprints destroyed and in such event Licensee agrees to do so, and to furnishLicensor with Certificates of Destruction.

###  

### 3.                                      **ALTERATION OF PRINTS**.  Licensee shall telecast each picture as delivered,in its entirety and Licensee agrees not to cut, change, alter, modify or add tothe prints of the pictures, or any of them, without Licensor’s prior writtenconsent. However, Licensee may insert commercial material and make such cuts asare necessary to conform to time segment requirements but under nocircumstances shall Licensee delete or reposition the copyright notice or thecredits and billings incorporated in the pictures as delivered by Licensor.  In no event may any such insertions of commercialmaterial or such cuts to conform to time segment requirements adversely affectthe artistic or pictorial quality of the picture or interfere with its 

 

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### continuity.  Licensee will havethe right to dub and/or subtitle each picture in the language for which rightsare granted hereunder and Licensee agrees to grant Licensor access to thedubbed and/or subtitled version at Licensor’s request.

###  

### 4.                                      **USE OF PRINTS**.

###  

#### (a)                                 Licensorreserves the right to change the title of any picture(s) covered by thisAgreement.

####  

#### (b)                                Inthe event Licensee does not telecast any picture hereunder the number of timespermitted hereunder, then Licensee shall, nevertheless, pay Licensor theapplicable licensing fee specified herein with respect thereto as if suchpicture had been telecast.  The paragraphshall not apply, however, in the case of a telecast which has been eliminatedand the picture withdrawn pursuant to sub-paragraph (b) of paragraph 11 ofthis Exhibit.

####  

#### (c)                                 Licenseeshall not acquire any right, title or interest in or to any picture or printhereunder and shall not make, authorize or permit any use of the picture orprint other than as specified herein.  Additionally,Licensee shall not duplicate, reproduce or copy same in any manner or formwhatsoever.

####  

#### (d)                                Licenseeacknowledges that the title to the pictures and prints shall remain in Licensorand Licensee acknowledges that with respect to each picture and the literary,dramatic and music material included in each and upon which each is based,Licensor hereby expressly reserves any and all rights not herein specificallygranted to Licensee, including, but without limitation thereof, all theatrical,non-theatrical and home video rights and all re-make rights and sequel rights,and that such reserved rights may be exercised and exploited by Licensorconcurrently with and during the term hereof, freely and without limitation orrestriction.

####  

### 5.                                      **USE OF NAMES FOR ADVERTISING**.  Licensee warrants and agrees that:  (a) it will abide by and comply with theadvertising and billing of each licensed picture in accordance with suchadvertising, billing instructions as Licensor may furnish Licensee, and thatsuch advertising shall be made by Licensee so as not to constitute an express, implied,direct or indirect endorsement of any product, service or sponsor; (b) itwill not advertise or announce in any manner or media the previous title of anypicture for which the title has been changed by Licensor or of pictureswithdrawn by Licensor; (c) it will abide by and comply with the screenbilling in the same form as it appears on the print of the picture or pictures;and (d) it will indemnify Licensor against all costs, damages, andexpenses, including, but not limited to reasonable attorney’s fees andexpenses, incurred or caused to Licensor by reasons of any actual or allegedbreach by Licensee of the provisions of this paragraph.

###  

### 6.                                      **FORCE MAJEURE**.  If Licensor shall fail to make timely deliveryof any print or prints hereunder, by reason of any act of God, war, fire,flood, strike, labor dispute, public disaster, transportation or laboratorydifficulties, order or decree of governmental agency or tribunal or anothersimilar or dissimilar cause beyond the control of Licensor, such failure on thepart of Licensor shall not be deemed to be a breach of this Agreement.

 

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### 7.                                      **PAYMENT**.  Unless otherwise instructed in writing byLicensor, all payments by Licensee to Licensor herein shall be made in UnitedStates dollars by wire transfer to an account identified by Licensor.

###  

### 8.                                      **TAXES**.  Licensee shall pay and hold Licensor harmlessfrom, all taxes (excluding Licensor’s income and franchise taxes), charges,assessments and other fees now or hereafter imposed or based upon or resultingfrom the delivery, exhibition, possession or use hereunder to or by theLicensee of the prints and pictures, in whole or in part, licensed hereunder.  Payment by the Licensee of the foregoing shallin no way diminish the license fees due Licensor hereunder.  To the extent that payment of any of theforegoing is made by Licensor, Licensee shall reimburse Licensor on demand, andupon the failure of Licensee to so reimburse Licensor, Licensor shall have allthe same remedies herein for recovery of these taxes, charges, assessments andfees as it has for the collection of unpaid license fees, as well as all otherremedies provided by law.

###  

### 9.                                      **WARRANTY AND INDEMNITY**.  Licensor represents and warrants that it hasthe right to grant this license for the telecasting of the pictures hereinspecified, including the sound tracks forming a part thereof, and that such useof by Licensee will not violate the right of others.  Licensor agrees to indemnify and holdLicensee, its officers, employees, successors and assigns free and harmlessfrom any and all claims, damages, liabilities, costs or expenses, includingreasonable attorney’s fees and expenses, incurred by Licensee by reason of thebreach of the foregoing warranty, provided, however, Licensor shall not beliable for loss of profits or consequential damages.  Licensor agrees to defend at its own expenseany action or proceedings arising out of an alleged breach of the foregoingwarranty, provided, however, that Licensee notifies Licensor promptly of anysuch claim or of the commencement of any such action or proceedings, delegatescomplete and sole authority to Licensor to defend or settle same, andcooperates fully with Licensor in the defense thereof.  Similarly, Licensee agrees to indemnify,defend and hold Licensor, its officers, employees, successors and assigns, freeand harmless from any and all claims, damages, liabilities, costs or expenses,including reasonable attorney’s fees and expenses arising out of or inconnection with the use by Licensee, its successors, assigns and sublicenseesof the prints or pictures hereunder, or arising out of or by reason of anybreach of warranty, undertaking, representation or agreement made or enteredinto herein on Licensee’s part.

###  

### 10.                                **PERFORMING RIGHTS**.  Licensor warrants that the performing rightsin the music and other creative elements susceptible to performing rightscontained in the prints are either (a) controlled by a performing rightssociety having jurisdiction, or (b) in the public domain, or (c) controlledby Licensor to the extent necessary to permit Licensee’s use of said printshereunder.  Licensor does not representor warrant that Licensee may exercise the performing rights to said music orelements without the payment of a performing rights royalty or license fee.  Licensee shall, at its sole costs and expense,secure all television performing rights licenses necessary for the telecast orpromotional uses of said music or elements contained in each print and shallhold Licensor free and harmless from any liability or damage arising from itsfailure to do so.

 

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### 11.                                **WITHDRAWAL AND ADJUSTMENT**.

####  

#### (a)                                 Licensormay, in its absolute discretion, withdraw any licensed picture if Licensor determinesthat the telecasting thereof would or might (i) infringe upon the rightsof others; (ii) violate any law, court order, government regulation orother ruling of any governmental agency; (iii) interfere with the actualor contemplated use of the licensed picture or the material or rights containedtherein for any purposes other than the telecasting of the picture in Licensee’sTerritory in the media licensed hereunder; or, (iv) subject Licensor toany liability.

####  

#### (b)                                IfLicensor elects to withdraw any picture as set forth in the precedingsubparagraph (a) of this paragraph 11, before its initial telecast, or ifthe Picture is not acquired or produced by Licensor or if Licensor does notcontrol distribution rights, then Licensor shall have the right, in its solediscretion, either to deliver to Licensee another picture of comparable quality(which picture shall be deemed to replace the picture withdrawn) or may reducethe number of pictures to be delivered and paid for hereunder by one andLicensee shall be given a refund or credit, at Licensor’s election, of suchlicense fee for such picture.

####  

#### (c)                                 IfLicensor elects to withdraw any picture (as provided in subparagraph (a) ofthis paragraph 11) at any time after its initial or subsequent telecast, Licensorshall have the right to grant Licensee a number of additional telecasts of anyother picture or pictures licensed hereunder of comparable quality to picturewithdrawn.  Such additional telecastshall be equal to the number of telecasts, if any, remaining on such withdrawnpicture.

####  

#### (d)                                Ifa print of any withdrawn picture has been shipped to Licensee, Licensee willpromptly return it to Licensor.

####  

### 12.                                **BANKRUPTCY AND DEFAULT**.  If Licensee becomes insolvent or bankrupt ormakes an assignment for benefit of creditors, or if any property of Licensee isattached and if such attachment is not released within ten (10) days afterthe date of attachment, or if a receiver, liquidator, or trustee is appointedfor any of Licensee’s property, or if Licensee breaches any of the materialterms or provisions of this Agreement, Licensor in addition to any and allother rights it may have under this Agreement or in law or in equity, may atits option, from time to time during such occurrence, do any one or more of thefollowing:  suspend delivery ortelecasting by Licensee of one or more pictures hereunder until default isended or remedied, terminate this Agreement, or declare the Agreement breachedand declare all unpaid amounts payable to Licensor hereunder immediately dueand specifically, if Licensee shall fail to make the payments to Licensor on atimely basis as provided in this Agreement, Licensor shall have the right butnot the obligation to declare Licensee in default and thereby either to suspendthe rights herein granted until the default is ended or to terminate thisAgreement without foregoing any of Licensor’s rights to recover damagesderiving from Licensee’s default.

###  

A default byLicensee under this Agreement shall be deemed a default under any and all otherlicenses granted by Licensor to Licensee and shall entitle Licensor toterminate any and all such other licenses and to declare any then unpaidbalance of license fees thereunder immediately due and payable.

 

Licenseeacknowledges that the terms hereof and the industry custom of licensingpictures substantially in advance of the scheduled telecast dates have theeffect of rendering the pictures hereunder unmarketable in the area covered bythis Agreement during any period which includes 

 

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the period ofthis license or any part thereof.  Licenseealso acknowledges that, by reason of the foregoing, no method exists foraccurate measurement of damages for any breach of Licensee’s agreement to payLicensor as provided in this Agreement.  Itis therefore agreed that, in addition to all other remedies available at law,in equity, or under the other provisions of this Agreement, Licensor shall beentitled (upon breach by Licensee of such agreement to pay Licensor) to recoverfrom Licensee, as liquidated damages, the total unpaid license fees for alltelecasts authorized hereunder, whether or not such telecasts actually occur,and in addition, reasonable attorney’s fees and expenses or collection agencyfees and expenses of any attorney or collection agency is retained by Licensorat any time to enforce the provisions hereof, plus such other amounts as may bedue hereunder,

 

If Licensorelects or becomes obligated to make payments in place of Licensee or ifLicensor incurs any expenses for legal services, court costs, and associatedexpenses because of any breach by Licensee, the sum or sums so paid by Licensorand the amount of such fees, costs and associated expenses shall be payableforthwith from Licensee to Licensor, together with interest thereon at the rateof one and one-half percent (1.5%) per month.  If Licensee fails to pay the license feesherein provided at the times due in the amounts set forth herein, the sumsunpaid shall bear interest at the rate of one and one-half percent (1.5%) permonth from the due date thereof until paid.  Any payment not made within thirty (30) daysafter its due date shall bear interest at the rate of one and one-half percent(1.5%) per month computed from the original due date until paid; however, ifsaid rate is in excess of the maximum permitted under the laws of thejurisdiction where the debt accrues, then in such event the rate of interestshall be the maximum permitted by law.  Acceptanceof any payment by Licensor after its due date shall not constitute a waiver byLicensor of any of the rights hereunder.

 

### 13.                                **EARLY EXPIRATION OF TERM**.  Notwithstanding anything contained herein tothe contrary, if Licensee exhibits any one or more of the pictures the numberof times permitted hereunder prior to the expiration of the term specifiedherein, this license shall be deemed terminated with respect to each suchpicture as of the date upon which the last permitted run is made.

###  

### 14.                                **ASSIGNMENT**.  Licensor reserves the right to hypothecate,pledge or discount this Agreement and to obtain loans from a bank or otherlenders by the assignment as security.  TheLicensee recognizes that this Agreement may be exhibited and or assigned tosuch bank or other lenders which may thereby be induced to enter intosubstantial commitments in reliance thereon.  The Licensee agrees that in the event ofreceipt of written notice of assignment by Licensor, monies due to Licensorshall be paid to any bona fide third party assignee in accordance with such instructionswithout offset, deductions, counter-claim, or other credits which the Licenseemay have or claim to have against Licensor.  Licensor may freely assign this Agreement toits successor or successors or to any of its associated, affiliated and subsidiarycompanies.  This Agreement may not beassigned by Licensee, either voluntarily or by operation of law, without theprior written consent of Licensor.  Anysuch assignment, if consented to by Licensor, shall not relieve Licensee of itsobligations hereunder.

 

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### 15.                                **DISPUTE RESOLUTION**.

###  

#### (a)                                 Inthe event of any dispute, claim, question, or disagreement (“Dispute”) arisingfrom or relating to this Agreement or the breach thereof, the parties heretoshall use their best efforts to settle the dispute, claim, question, ordisagreement.  To this effect, they shallconsult and negotiate with each other in good faith and, recognizing theirmutual interests, attempt to reach a just and equitable solution satisfactoryto both parties.  If they do not reachsuch solution within a period of 60 days, then upon notice by either party tothe other, all disputes, claims, questions or differences shall be submitted tomediation administered by the American Arbitration Association under itsCommercial Mediation Rules in New York before resorting to arbitration.

####  

#### (b)                                Inthe event that any Dispute, arising from or relating to this Agreement or thebreach thereof, has not been resolved by the parties hereto in accordance withParagraph 15.(a) above, such Dispute shall be settled by arbitration inNew York, New York in accordance with the following provisions:

####  

##### (i)                                    Allnotices and process in connection with such arbitration shall be served bycertified or registered mail, return receipt requested (or comparable method ofmailing or delivery) to the parties at their addresses for notices as describedabove, and shall be deemed given upon the mailing thereof in such manner;

#####  

##### (ii)                                 TheLicensee and Licensor shall jointly appoint a single arbitrator, or, if theLicensee and Licensor cannot agree upon a single arbitrator within fifteen (15)days after service of notice of intention to arbitrate, then the AmericanArbitration Association shall appoint a single arbitrator promptly after theend of such fifteen (15) day period;

#####  

##### (iii)                              Amongthe powers of the arbitrator shall be the right and power to interpret andconstrue this Agreement and all of its provisions, to award damages and suchother relief as to him or her shall appear just, and to award legal fees andexpenses to the prevailing party as determined by the arbitrator.  Except as otherwise provided herein, the rules thenin effect of the American Arbitration Association shall govern any arbitrationhereunder;

#####  

##### (iv)                             Thearbitrator shall render his or her decision as soon as possible after theLicensee and Licensor have both finished presenting evidence and submittingbriefs to the arbitrator;

#####  

##### (v)                                Thedecision of the arbitrator shall be final, and shall not be appealable to anyother body except as otherwise provided by law.  The arbitrator’s decision may be entered inany court having competent jurisdiction.

 

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### 16.                                **GENERAL**.

###  

#### (a)                                 Licenseeacknowledges that telecasts or releases of the licensed pictures originatingoutside its basic territory may be received by television sets located withinsuch basic territory and Licensee agrees that such reception shall notconstitute a breach of this Agreement by Licensor.

####  

#### (b)                                Subjectto the provisions of Paragraph 14 hereof, this Agreement and all of its terms,conditions and other provisions and all rights herein shall inure to thebenefit of and shall be binding upon the parties hereto and to their respectivesuccessors and assigns.

####  

#### (c)                                 Thetitles of the paragraphs of this Agreement are for convenience only and shallnot in any way affect the interpretation of any paragraph of this Agreement orof the Agreement itself.

####  

#### (d)                                Timeis of the essence in the performance by Licensee of its obligations for paymenthereunder.

####  

#### (e)                                 Awaiver by either party of any of the terms or conditions of this Agreement inany instance shall not be deemed or construed to be a waiver of such term orcondition for the future, or of any subsequent breach thereof.  All remedies, rights undertakings, obligationsand agreements contained in this Agreement shall be cumulative and none of themshall be in limitation to any other remedy, right, undertaking, obligation oragreement of either party.

####  

#### (f)                                   Allnotices, statements, and other documents required to be given hereunder shallbe given in writing either by personal delivery, by mail, or telegraph (exceptas herein otherwise expressly provided) at the respective addresses of theparties hereto hereinabove set forth, or such other addresses as may bedesignated in writing by either party.  Noticegiven by mail or by telegraph shall be deemed given on the date of mailingthereof or of delivery of such telegram to a telegraph office, charges prepaidor to be billed.

####  

#### (g)                                ThisAgreement shall be deemed made in, and shall be construed and interpreted inaccordance with, the laws of the State of New York applicable to agreementsentirely made and performed therein.

####  

#### (h)                                Allrights not specifically granted herein to the Licensee are reserved forLicensor’s use and disposition without any limitations whatsoever, regardlessof the extent to which the same are competitive with Licensee or the license grantedhereunder.

####  

#### (i)                                    ThisAgreement constitutes the entire agreement between Licensee and Licensor withrespect to the subject matter herein contained and this Agreement cannot bechanged or terminated orally, and no changes, amendments or assignments thereofshall be binding upon Licensor until accepted in writing by duly authorizedrepresentative of Licensor.

 

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