Exhibit 4.27





Exhibit 4.27




EXECUTION COPY




AMENDED AND RESTATED




2011 PROGRAM LICENSE AGREEMENT




by and between




TELEVISA, S.A. DE C.V.




and




UNIVISION COMMUNICATIONS INC.




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1. License of Programming
	 	 	3	 
	 
	 	 	 	 
	1.1 Grant of Rights
	 	 	3	 
	1.2 Certain Specific Rights Included in Licensed Rights
	 	 	6	 
	1.3 Rights of Licensee and Licensor with Respect to Excluded Content
	 	 	9	 
	1.4 Televisa Spoiler Content
	 	 	10	 
	1.5 Sports Clips
	 	 	11	 
	1.6 Clip Exchange Arrangements
	 	 	11	 
	 
	 	 	 	 
	2. Novelas, Co-Productions and Acquired Programs, Etc.
	 	 	11	 
	 
	 	 	 	 
	2.1 Novelas
	 	 	11	 
	2.2 Acquired Completed Novelas
	 	 	11	 
	2.3 Co-Produced Content (Non Novelas)
	 	 	12	 
	2.4 Acquired Other Content (Non-Novelas)
	 	 	14	 
	2.5 Acquired Completed Content
	 	 	15	 
	2.6 Scripts
	 	 	15	 
	2.7 Local Novelas
	 	 	17	 
	2.8 Reporting, Informational Meetings and Compliance
	 	 	18	 
	2.9 Audiovisual Content Acquired Pursuant to the Mexico License Agreement
	 	 	18	 
	 
	 	 	 	 
	3. General Terms and Conditions Relating to Audiovisual Content
	 	 	19	 
	 
	 	 	 	 
	3.1 Good Faith Efforts
	 	 	19	 
	3.2 Spanish Language Platforms
	 	 	19	 
	3.3 Sale of Broadcast Rights
	 	 	19	 
	3.4 Telemundo Content
	 	 	19	 
	3.5 Pantelion Movies
	 	 	20	 
	3.6 Live Event Streaming
	 	 	23	 
	3.7 Territorial Integrity; Anti-Piracy
	 	 	23	 
	3.8 Offensive or Politically Insensitive Platforms
	 	 	27	 
	 
	 	 	 	 
	4. Sublicensing; Third Party Arrangements
	 	 	27	 
	 
	 	 	 	 
	4.1 Licensee Right to Sublicense
	 	 	27	 
	4.2 Licensor Approval
	 	 	29	 
	4.3 Licensor Approval Procedures
	 	 	29	 
	4.4 Exceptions to Licensor Approval
	 	 	31	 
	4.5 Interactive Functionality; Technological Enhancements
	 	 	31	 
	 
	 	 	 	 
	5. Downloads
	 	 	32	 
	 
	 	 	 	 
	5.1 Download to Own (DTO)
	 	 	32	 
	5.2 Download to Rent (DTR)
	 	 	34	 
	 
	 	 	 	 
	6. Additional Spanish Language Platforms; Grupo Televisa First Negotiation
	 	 	34	 
	 
	 	 	 	 
	6.1 Additional Spanish Language Platforms
	 	 	34	 
	6.2 Grupo Televisa Rights of First Negotiation for Services
	 	 	34	 
	6.3 No Impact on Licensee Rights
	 	 	34	 





 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	7. Notification and Acceptance of Programming; Scheduling Cooperation
	 	 	35	 
	 
	 	 	 	 
	7.1 Timing of Availability
	 	 	35	 
	7.2 Availability Notices; Requests for Delivery
	 	 	36	 
	7.3 Cooperation
	 	 	37	 
	 
	 	 	 	 
	8. Delivery, Expenses and Use of Licensed Content
	 	 	37	 
	 
	 	 	 	 
	8.1 Delivery Procedure; Clean Versions
	 	 	37	 
	8.2 Inspection of Delivered Programs
	 	 	38	 
	8.3 Destruction or Erasure of Delivered Programs
	 	 	38	 
	8.4 Ownership; Risk of Loss
	 	 	38	 
	8.5 Restrictions on Duplication
	 	 	38	 
	8.6 Name and Likeness Rights; Promotions
	 	 	39	 
	8.7 Credits
	 	 	39	 
	8.8 Editing
	 	 	39	 
	8.9 Product Placement
	 	 	43	 
	8.10 Licensor Withdrawal of Programs
	 	 	44	 
	8.11 Digitization; Technological Enhancements
	 	 	45	 
	8.12 Ancillary Content
	 	 	46	 
	8.13 Digital Distribution Clearances
	 	 	47	 
	 
	 	 	 	 
	9. Royalty
	 	 	48	 
	 
	 	 	 	 
	9.1 Calculation of the Royalty and Royalty Base
	 	 	48	 
	9.2 Payment Schedule
	 	 	54	 
	9.3 Royalty Calculation
	 	 	54	 
	9.4 Audit Rights
	 	 	55	 
	9.5 Additional Certificates and Services
	 	 	55	 
	9.6 Packaged Sales
	 	 	56	 
	9.7 Taxes
	 	 	56	 
	9.8 Withholding
	 	 	57	 
	9.9 Venevision PLA
	 	 	57	 
	9.10 Late Payments
	 	 	57	 
	9.11 Payments for Prior Periods
	 	 	57	 
	 
	 	 	 	 
	10. Mexican Soccer
	 	 	57	 
	 
	 	 	 	 
	10.1 Owned Teams
	 	 	57	 
	10.2 Non-Owned Teams
	 	 	61	 
	10.3 General Terms and Conditions
	 	 	63	 
	 
	 	 	 	 
	11. Unsold Advertising Time
	 	 	65	 
	 
	 	 	 	 
	11.1 Grupo Televisa Rights to Unsold Advertising Time
	 	 	65	 
	11.2 Guaranteed Advertising
	 	 	66	 
	11.3 Timing For Use of Unsold Advertising
	 	 	66	 
	11.4 Location of Unsold Advertising
	 	 	67	 
	11.5 Pricing
	 	 	67	 
	11.6 Coordination
	 	 	67	 





 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	11.7 Non-Preemptable Advertising
	 	 	68	 
	11.8 Purchase of Additional Advertising
	 	 	68	 
	11.9 Quality Standards
	 	 	68	 
	11.10 Use of Unsold Advertising for Televisa Third Party Promotion
	 	 	68	 
	11.11 Unsold Advertising Limited to Networks and Stations
	 	 	68	 
	 
	 	 	 	 
	12. Representations and Warranties
	 	 	69	 
	 
	 	 	 	 
	12.1 Licensor Representations and Warranties
	 	 	69	 
	12.2 Licensee Representations and Warranties
	 	 	71	 
	12.3 Insurance
	 	 	72	 
	 
	 	 	 	 
	13. Indemnification
	 	 	72	 
	 
	 	 	 	 
	13.1 Licensor Indemnification
	 	 	72	 
	13.2 Licensee Indemnification
	 	 	72	 
	13.3 Indemnification Procedures
	 	 	73	 
	 
	 	 	 	 
	14. Term
	 	 	74	 
	 
	 	 	 	 
	15. Dispute Resolution; Remedies
	 	 	74	 
	 
	 	 	 	 
	15.1 Expedited Arbitration
	 	 	74	 
	15.2 Dispute Resolution
	 	 	78	 
	15.3 Cure Rights; Determination of Material Breaches Leading to Right to Terminate; No Right of Appeal
	 	 	79	 
	15.4 Satisfaction of Indemnification Obligations Cures Inaccuracy of Licensor Representations and Warranties
	 	 	81	 
	15.5 Governing Law
	 	 	81	 
	15.6 Jurisdiction; Venue; Service of Process
	 	 	81	 
	15.7 Specific Performance; Injunctive Relief
	 	 	81	 
	15.8 Certain Limitations
	 	 	82	 
	 
	 	 	 	 
	16. First Opportunity Rights
	 	 	82	 
	 
	 	 	 	 
	16.1 Proposed New Businesses
	 	 	82	 
	16.2 Stand Alone Business
	 	 	83	 
	16.3 Carve Out Business
	 	 	84	 
	 
	 	 	 	 
	17. Sale of Licensee Assets
	 	 	87	 
	 
	 	 	 	 
	17.1 Sale of Networks / Stations
	 	 	87	 
	17.2 Sale of BMPI
	 	 	88	 
	17.3 Transfer of Program Rights
	 	 	88	 
	 
	 	 	 	 
	18. Committees
	 	 	88	 
	 
	 	 	 	 
	18.1 Programming, Sales and Production Committee
	 	 	88	 
	18.2 Platforms Committee
	 	 	88	 
	18.3 Proposed New Business Committee
	 	 	89	 
	18.4 Grupo Televisa Representation
	 	 	89	 





 


 









 





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	19. Monetization of Territory Audiences
	 	 	89	 
	 
	 	 	 	 
	20. Miscellaneous
	 	 	89	 
	 
	 	 	 	 
	20.1 Effect of Prior Agreements
	 	 	89	 
	20.2 Force Majeure
	 	 	90	 
	20.3 Modification
	 	 	90	 
	20.4 Waiver of Breach
	 	 	90	 
	20.5 Notices
	 	 	90	 
	20.6 Assignments
	 	 	90	 
	20.7 Further Assurances
	 	 	91	 
	20.8 Information Sharing
	 	 	91	 
	20.9 Counterparts
	 	 	91	 
	20.10 Severability
	 	 	91	 
	20.11 Language Rules of Construction
	 	 	91	 
	20.12 Headings
	 	 	92	 
	20.13 Entire Agreement
	 	 	92	 
	 
	 	 	 	 
	Annex A
	 	 	A-1	 
	 
	 	 	 	 
	SCHEDULE 1 TELEVISA CHANNEL TRADEMARK LICENSE
	 	 	S-1	 
	SCHEDULE 2 NOVELAS PRIOR TO OCTOBER 4, 2010
	 	 	S-3	 
	SCHEDULE 3 SPECIAL PANTELION MOVIES
	 	 	S-4	 
	SCHEDULE 4 APPROVED THIRD PARTY ARRANGEMENTS
	 	 	S-5	 
	SCHEDULE 5 UIN BRANDED EXPERIENCE NOTICE
	 	 	S-6	 
	SCHEDULE 6 ROYALTY BASE EXAMPLE
	 	 	S-8	 
	SCHEDULE 7 FORM OF ACCOUNTING FIRM CERTIFICATE
	 	 	S-9	 
	SCHEDULE 8 FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE
	 	 	S-10	 
	SCHEDULE 9 FORM OF SALES OFFICER CERTIFICATE
	 	 	S-11	 
	SCHEDULE 10 NOTICES
	 	 	S-12	 
	SCHEDULE 11 NOVELA EXAMPLES
	 	 	S-13	 
	SCHEDULE 12 CORPORATE OPPORTUNITY EXAMPLE
	 	 	S-14	 
	SCHEDULE 13 RESTRICTED MOVIES
	 	 	S-15	 






 


 









 







AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT




This AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT (this “Agreement”) is entered into
as of February 28, 2011 by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter
“Licensor”) and Univision Communications Inc., a Delaware corporation (“Licensee”),
shall be effective as of January 1, 2011 (the “Effective Date”), and as of the Effective
Date, (i) amends and restates that certain 2011 Program License Agreement made as of the 20th day
of December, 2010 by and between Licensor and Licensee; and (ii) replaces and supersedes that
certain Third Amended and Restated Program License Agreement made as of the 22nd day of January,
2009 by and between Licensor and Licensee (the “Third Amended and Restated Program License
Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth
on Annex A attached hereto. Unless the context otherwise clearly requires, the phrases
“concurrently herewith”, “as of the date hereof” and other phrases of similar import refer to
December 20, 2010 and not February 28, 2011.



WHEREAS, Licensor has or will have rights in the United States of America, including all
territories and possessions thereof including Puerto Rico (the “Territory”), to license
certain Audiovisual Content originally produced in the Spanish language or with Spanish subtitles
produced by Licensor and other entities controlled by Grupo Televisa, S.A.B. (“GT”) (GT and
all of the companies it controls, including Licensor, being hereinafter referred to collectively as
“Grupo Televisa”).



WHEREAS, Licensor has or will have rights in the Territory to license certain Audiovisual
Content originally produced in the Spanish language or with Spanish subtitles acquired by Grupo
Televisa.



WHEREAS, Licensee operates the Networks, the Stations and other Spanish Language Platforms,
and may operate additional Spanish Language Platforms in the future.



WHEREAS, Licensee desires to acquire certain rights to Broadcast in the Territory certain
Audiovisual Content originally produced in the Spanish language or with Spanish subtitles, and
Licensor is willing to grant such a license to such rights upon the terms, provisions and
conditions herein set forth.



WHEREAS, Venevision International Corporation (“Venevision”) previously entered into a
Second Amended and Restated Program License Agreement, dated as of December 19, 2001 (as the same
may have been, and may hereafter be, amended, the “Venevision PLA”), with the Licensee to
license certain television programming for television broadcast in the Territory, and previously
entered into that certain agreement between Licensee and Venevision regarding U.S.-Based
Productions, Mutual General Releases and Other Matters (each as defined therein), dated as of May
18, 2010 (together with the Venevision PLA, the “Venevision Agreements”), and nothing
herein is intended to, or does, alter or limit any rights or obligations of Venevision or Licensee
(as between Venevision and Licensee only) under either the Venevision Agreements or that certain
Participation Agreement, dated October 2, 1996, by and among Licensee, A. Jerrold Perenchio, GT,
Gustavo A. Cisneros, Ricardo J. Cisneros and Corporacion Venezolana de Television (Venevision) C.A.
(to the extent still in effect) (the “Participation Agreement”).


 


 









 





WHEREAS, Grupo Televisa acknowledges that Licensee agreed to provide certain benefits in the
Third Amended and Restated Program License Agreement in consideration for the releases provided in
the Mutual Release and Settlement Agreement, dated as of January 22, 2009, by and among Licensee,
Licensor, GT and Telefutura Network, which benefits are preserved hereunder.



WHEREAS, Broadcasting Media Partners, Inc. (“BMPI”), Licensee, GT and Licensor entered
into that certain Memorandum of Understanding, dated as of October 4, 2010 (the “MOU”).



WHEREAS, each of the parties, on December 20, 2010, delivered to the other party a duly
executed release and stipulation of discontinuance with prejudice of any and all of such party’s
actions, suits and proceedings pending or threatened, claims, damages and causes of action against
the other party relating to certain agreements specified in such release and stipulation
(collectively, the “Mutual Release”), on the terms and conditions set forth therein.



WHEREAS, Licensee and GT, on December 20, 2010, entered into that certain Amendment to the
International Program Rights Agreement, pursuant to which Licensee and GT grant certain rights and
eliminate certain obligations as between Licensee and GT only (the “IPRA Amendment”).



WHEREAS, Licensee and Licensor, on December 20, 2010, entered into that certain 2011
International Sales Agency Agreement, pursuant to which Licensee engages Licensor as its exclusive
sales agent for the sale or license to third parties of certain rights in and to certain
Audiovisual Content originally produced in the Spanish language or with Spanish subtitles (the
“Sales Agency Agreement”).



WHEREAS, Videoserpel LTD (an Affiliate of Licensor) and Licensee, on December 20, 2010,
entered into that certain 2011 Mexico License Agreement, and are entering into that certain Amended
and Restated 2011 Mexico License Agreement, dated February 28, 2011, pursuant to which Licensee
grants to Grupo Televisa certain rights to Broadcast in Mexico certain Audiovisual Content
originally produced in the Spanish language or with Spanish subtitles produced or acquired by
Licensee, on terms, provisions and conditions similar to those set forth herein (the “Amended
and Restated 2011 Mexico License Agreement”).



WHEREAS, BMPI, BMP Services II, LLC, Licensee, GT, and Televisa Pay-TV Venture, Inc., on
December 20, 2010, entered into that certain Investment Agreement, and are entering into an
amendment thereto, dated February 28, 2011, pursuant to which, among other things, GT made,
directly or indirectly, an investment in BMPI and BMP Services II, LLC and acquired certain rights
with respect thereto (such agreement, together with all other related agreements and instruments as
may be required in connection therewith, the “Investment Agreement”).


 


2









 





NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:



1. License of Programming.



1.1 Grant of Rights.



(a) Licensed Rights. Pursuant to the terms and conditions and subject to the
exceptions and exclusions contained herein, Licensor hereby licenses to Licensee, on an exclusive
basis, throughout the Territory during the Term, to the full extent of rights owned or controlled
by Grupo Televisa now or in the future, with respect to Licensed Content originally produced in the
Spanish language or with Spanish subtitles, the following rights (collectively, the “Licensed
Rights”):




(i) Programs. The right to Broadcast Programs by means of all Licensed Media;



(ii) Movies. The right to Broadcast Movies (other than Restricted Movies) by means of all
Licensed Media;



(iii) Pantelion Movies. The right to Broadcast Pantelion Movies by means of Free Television.
For the avoidance of doubt, the parties’ respective rights and obligations with respect to
Pantelion Movies are subject to the terms, conditions, exceptions and exclusions of Section
3.5;



(iv) Licensed Soccer Rights. The Licensed Soccer Rights, in accordance with and pursuant to
the terms and conditions and subject to the exceptions and exclusions of Section 10;



(v) Televisa Publications Content. The right to Broadcast Televisa Publications Content by
means of Linear Television Channels. Licensee shall only Broadcast Televisa Publications Content
on the Specified Channels and, once Broadcast on the Specified Channels (or concurrent with such
Broadcast), through MVPDs pursuant to MVPD Arrangements then in effect or entered into by Licensee
with respect to the Specified Channels. The parties’ respective rights and obligations with
respect to Excluded Content (including Televisa Publications Content) shall be subject to the
terms, conditions, exceptions and exclusions of Section 1.3;



(vi) Ancillary Content. The right to Broadcast Ancillary Content by means of all Licensed
Media. Ancillary Content shall be provided or produced by Grupo Televisa and delivered by Licensor
pursuant to Section 8.12;



(vii) Clips. The right to Broadcast, by means of all Licensed Media, (A) Televisa Produced
Clips, subject to the rights of Grupo Televisa set forth in Section 1.3(a)(i), and the
terms, conditions, exceptions and exclusions thereon set forth in Section 1.3; and (B)
Licensee Produced Clips, in each of cases (A) and (B), subject to Section 1.6. Televisa
Produced Clips shall be delivered to Licensee as and when produced by Grupo Televisa. Licensee
Produced Clips shall be produced by Licensee pursuant to Section 8.8(e)(ix) or Section
10.3(e); and


 


3









 





(viii) Other Rights. Any other Broadcast rights not granted in clauses (i) through (vii) with
respect to Audiovisual Content originally produced in the Spanish language or with Spanish
subtitles in the Licensed Media on Spanish Language Platforms, in all cases subject to the
exceptions, exclusions and limitations herein, including with respect to Excluded Content.



(b) Reserved Rights. Notwithstanding any other provisions of this Agreement, without
limiting the generality of any other exclusion from or limitation of the rights licensed hereunder,
the following rights in the Territory during the Term do not constitute Licensed Rights and are
expressly reserved by Licensor (on behalf of Grupo Televisa):



(i) Theatrical Exhibition of Movies. The right to, and to permit others to, Broadcast all
Movies by means of Theatrical Exhibition, whether on a “first-run” or “re-release” basis; it being
understood and agreed that Grupo Televisa shall not, and shall not permit others to, Broadcast
Licensed Content other than Movies by means of Theatrical Exhibition in the Territory during the
Term;



(ii) Pantelion Movies. The right to permit Pantelion to Broadcast Pantelion Movies in all
Licensed Media (other than Free Television) and by means of Theatrical Exhibition, pursuant to the
terms and conditions and subject to the exceptions and exclusions of Section 3.5;



(iii) Videogames. The right to, and to permit others to, Broadcast Videogames;
provided, that such Videogames (other than the “Lucha Libre Heroes of the Ring” Videogame
existing as of the date hereof) shall not incorporate any clip, segment, or portion of Licensed
Content, other than (x) in any sports-themed and branded Videogame, up to ninety (90) seconds
individually and five (5) minutes (in the aggregate) of non-interactive Ancillary Content or clips,
vignettes, video recaps, highlight reels or other similar short-form Audiovisual Content composed
of excerpts from sports Programs or Licensed Mexican Soccer Games (provided, that no such
clips, vignettes, video recaps, highlight reels or other similar short-form Audiovisual Content
shall be included in any Videogame until six (6) months after the applicable or underlying Licensed
Content has been made available to Licensee hereunder), and (y) in any other Videogame, up to
ninety (90) seconds individually and five (5) minutes (in the aggregate) of non-interactive
Ancillary Content.



(iv) Hard Good Home Videograms. The right to, and to permit others to, distribute or sell or
otherwise exploit Hard Good Home Videograms, including those embodying Licensed Content;



(v) Radio. The right to, and to permit others to, transmit, re-transmit, distribute or
otherwise disseminate or exploit any audio-only content, including audio-only tracks of the
Licensed Content (other than Novelas) by means of Radio;



(vi) Televisa Publications Content. Pursuant to the terms and conditions and subject to the
exceptions and exclusions set forth herein (including in Section 1.3) and without limiting
Licensee’s rights with respect to Televisa Publications Content, the right to, and to permit others
to, Broadcast Televisa Publications Content only on Grupo Televisa’s proprietary sites and
platforms and third party sites and platforms (other than on any Linear
Television Channel in the Territory, which shall not be permitted in any instance);
provided, that if Grupo Televisa elects to Broadcast any Televisa Publications Content on a
third party site or platform in any Licensed Media during the Term in the Territory on an exclusive
basis, Licensor shall provide to Licensee an exclusive Right of First Negotiation / First Refusal
to license such Televisa Publications Content on an exclusive basis for Broadcast by means of such
Licensed Media;


 


4









 





(vii) Short Form Commercial Advertising. The right to, and to permit others to, Broadcast
Short Form Commercial Advertising (A) for third party goods and services; provided, that
such advertising content shall not incorporate any clip, segment, or portion of Licensed Content
and/or (B) promoting any Grupo Televisa business, including its magazines, Theatrical Exhibition of
its movies, its consumer products, its Videogames and its Hard Good Home Videograms;



(viii) Televisa Training Content. The right to, and to permit others to, Broadcast Televisa
Training Content to its employees or consultants or for general corporate purposes;



(ix) Televisa New Business Content. Pursuant to the terms and conditions and subject to the
exceptions and exclusions set forth herein (including in Section 1.3), the right to, and to
permit others to, Broadcast Televisa New Business Content only on Grupo Televisa’s proprietary
sites and platforms and third party sites and platforms;



(x) Non-Spanish Language Audiovisual Content. All rights, including rights to, and to permit
others to, Broadcast, any Audiovisual Content that is (A) originally produced in a language other
than the Spanish language, and (B) without Spanish subtitles; provided, that Grupo Televisa
shall not, and shall not permit others to, Broadcast any Licensed Content dubbed, subtitled or
otherwise converted into a language other than Spanish in the Territory during the Term; and



(xi) Non-Audiovisual Content. All rights that are not rights to Broadcast Audiovisual
Content, except to the extent expressly provided herein or necessary for the Broadcast of Licensed
Content.



(c) Availability. Licensed Content shall become available for Broadcast by Licensee
in accordance with Section 7.1.



(d) Spanish Closed Captions. Notwithstanding any reference herein to Spanish
subtitles, if Spanish-language closed captions (or a similar text feature) are added to any
Audiovisual Content that is originally produced in a language other than Spanish and such closed
captions are added (i) by a third party distributor that primarily Broadcasts or distributes
Audiovisual Content in a language other than Spanish and was not involved in the production of such
Audiovisual Content; and (ii) by means of a generally available closed captioning or similar system
applicable to Audiovisual Content Broadcast on the platform in question, then such Audiovisual
Content shall not be deemed to be subtitled in Spanish solely by reason of such closed captions (or
similar text feature). By way of example, if DirecTV makes a Spanish language closed captioning
feature available with respect to channels and platforms on its
service, such Spanish language closed captioning services shall not, in and of itself, cause
programming produced in a language other than Spanish and Broadcast on DirecTV to be deemed
“subtitled in Spanish” for purposes of this Agreement.


 


5









 





(e) Non-Licensed Content. For the avoidance of doubt, this Agreement relates solely
to the Broadcast and exploitation of the Licensed Rights in and to the Licensed Content in the
Territory and during the Term, and is not intended to, and shall not, limit or impair any of
Licensee’s or its Affiliates’ rights with respect to any other Audiovisual Content, audio-only
content or other content.



(f) Rights Restrictions. Licensee acknowledges and agrees that there may exist Rights
Restrictions with respect to items of Licensed Content. Licensee and its controlled Affiliates,
and other persons to whom Licensee sublicenses or otherwise transfers rights to the Licensed
Content shall, in connection with the exercise of the Licensed Rights, comply with any Rights
Restrictions with respect to each item of Licensed Content, in each case, as notified by Licensor
to Licensee in an Availability Notice in accordance with Section 7.2(a).



1.2 Certain Specific Rights Included in Licensed Rights. Without limiting the
generality of Section 1.1(a):




(a) Affiliates.



(i) Controlled Affiliates. The Licensed Rights include the right to permit controlled
Affiliates of Licensee to exercise the Licensed Rights (and all other rights and entitlements
hereunder attendant and appurtenant thereto) to the same extent, and subject to the same terms,
conditions, exceptions, exclusions and obligations as Licensee (and such permitted use shall not be
deemed a sublicense for purposes of this Agreement); provided, that if a person ceases to
be a controlled Affiliate of Licensee during the Term, the right of such person to exercise the
Licensed Rights under this Section 1.2(a)(i) shall automatically cease and such person
shall thereafter be deemed a sublicensee, subject to Section 4.



(ii) Network Affiliates. The Licensed Rights include the right to permit Network Affiliates
to exercise the Licensed Rights (and all other rights and entitlements hereunder attendant and
appurtenant thereto) as part of the Broadcast by means of Free Television, pursuant to and in
accordance with Network Affiliation Agreements entered into by and among Licensee and its
controlled Affiliates, and the Network Affiliates (and such permitted use shall not be deemed a
sublicense for purposes of this Agreement); provided, that if a person ceases to be a
Network Affiliate of Licensee during the Term, the right of such person to exercise the Licensed
Rights under this Section 1.2(a)(ii) shall automatically cease and such person shall
thereafter be deemed a sublicensee, subject to Section 4 (including Licensor’s approval
rights set forth thereunder, if applicable).


 


6









 





(b) Closed-Captioning; SAP. The Licensed Rights include, to the full extent of rights
owned or controlled by Grupo Televisa now or in the future (i) the right to subtitle Licensed
Content into English or Spanish for closed-caption (or similar text feature) versions for Broadcast
in Licensed Media on Spanish Language Platforms, and to dub Licensed Content into
English for SAP (secondary audio programming) or into Spanish for audio description for the
visually impaired, in each case of Spanish Language Platforms, in each case, subject to the
approval of the Televisa Editing and Dubbing Appointee (such approval not to be unreasonably
withheld, conditioned or delayed); and (ii) the exclusive right to Broadcast such English or
Spanish closed-caption (or similar text feature), English SAP or Spanish audio description of
Licensed Content in Licensed Media on Spanish Language Platforms, in each case, in the Territory
during the Term. For the avoidance of doubt, Licensee shall also have the right to offer closed
captions or SAP (or similar functionality) to the extent required by applicable Law. The dubbed
and/or subtitled version of each item of Licensed Content will be delivered to, and be the property
of, Licensor promptly after such dubbed or subtitled version has been produced, subject, during the
Term, to the exclusive license hereunder in accordance with the terms hereof. Upon Licensee’s
request, and as promptly as practicable following the delivery of the applicable Licensed Content
pursuant to Section 8.1, Licensor will deliver to Licensee any available scripts,
transcripts or other documents (whether in Spanish and/or English) that would assist Licensee in
preparing such English subtitled or English dubbed versions of Licensed Content. Licensee shall
not, and shall not permit others to, dub or subtitle any Licensed Content, or Broadcast any version
of Licensed Content dubbed or subtitled, in a language other than Spanish or English.



(c) Sublicensees. Licensee’s rights to sublicense the Licensed Rights are set forth
in Section 4.




(d) Grupo Televisa Channels.



(i) Rights to Televisa Channels. The Licensed Rights include the exclusive right to
Broadcast, by means of all Licensed Media in the Territory during the Term, on the terms,
conditions, exceptions and exclusions contained herein, the Televisa Channels, to the extent that
such Televisa Channels are comprised of Licensed Content. Licensee shall also have the right to
(A) complement or replace Audiovisual Content on the Televisa Channels with other Audiovisual
Content owned or controlled by Licensee (e.g., by inserting local or licensed programming
(including other Licensed Content)), including to replace Audiovisual Content to which Licensor
does not own or control the relevant Broadcast rights in the Territory; (B) commercialize and sell
its own advertising on the Televisa Channels as Broadcast by Licensee; and (C) customize /
reconfigure existing programming offerings on such Televisa Channels (e.g., by changing the order
of programming (including Licensed Content)). Any edits, additions or deletions to any Licensed
Content contained on any Televisa Channel or any Licensed Content used to replace any Audiovisual
Content on any Televisa Channel shall be subject (to the extent applicable) to the editing terms
and conditions set forth in Section 8.8 (it being understood and agreed that any such
complements, replacements, customizations or reconfigurations by Licensee with respect to the
sequence, composition, presentation and/or delivery of the Audiovisual Content Broadcast that do
not change the internal content of any Licensed Content on any such Televisa Channel (including the
replacement of such Audiovisual Content with alternative Audiovisual Content) shall not be
considered an edit, addition, deletion, change or modification by Licensee and no such actions
shall be subject to Section 8.8). Upon Licensee’s request, Licensor shall, subject to the
parties’ mutually agreeing on a budget, carry out such complements, replacements, customizations or
reconfigurations and other similar modifications to the Televisa Channels pursuant to this
Section 1.2(d)(i); it being understood that such budget (I) shall be no greater than the
sum of the actual, out-of-pocket costs paid by Grupo Televisa in
order to complete such complements, replacements, customizations, reconfigurations and other
similar modifications, plus a reasonable internal overhead cost allocation (consistent with Grupo
Televisa’s standard practices for pricing such services for use among its internal departments and
divisions); and (II) shall be no greater than the market price (i.e., on an arms length basis) for
the services in question.


 


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(ii) Rights to Televisa Packaged Programming Offerings. Licensee shall have rights, on the
terms, conditions, exceptions and exclusions contained herein, to Grupo Televisa’s existing and
future linear and, to the extent the delivery and exercise of such rights is commercially feasible,
non-linear packaged and branded programming offerings (e.g., a specially branded Grupo Televisa
video-on-demand classic Novela “channel” containing Novelas selected and packaged by Grupo
Televisa) that Grupo Televisa Broadcasts outside the Territory, to the extent such packaged
programming offerings are comprised of Licensed Content, to the same extent of, mutatis mutandis,
Licensee’s rights with respect to Televisa Channels contained in Section 1.2(d)(i).



(iii) Televisa Channel Marks. In accordance with its exercise of the rights to Televisa
Channels and other packaged and branded programming offerings, Licensee shall have the right, but
not the obligation to use the Televisa Channel Marks in accordance with the trademark license set
forth on Schedule 1 attached hereto; provided, that Licensee shall have the
obligation to use such Televisa Channel Marks with respect to any Televisa Channel or other
packaged and branded programming offering that Licensee uses without modification (other than
insertion, deletion or substitution of advertising as permitted hereunder); provided,
further, that in the event that Licensee’s customizations or reconfigurations of a Televisa
Channel or packaged programming offering change the genre or integrity of such Televisa Channel or
packaged programming offering, then Licensee shall, upon Licensor’s reasonable request, cease, as
soon as reasonably practicable, the use of the Televisa Channel Marks relating to such customized
or reconfigured Televisa Channel or packaged programming offering.



(iv) No Impact on Other Licensee Rights. Nothing contained in this Section 1.2(d)
shall impair or restrict Licensee’s right to Broadcast in any Licensed Media during the Term, in
the Territory (whether on channels, networks, programming services or on a stand-alone basis) any
individual item of Licensed Content (whether or not Broadcast by Grupo Televisa on any Televisa
Channel or other packaged programming offering outside the Territory).




(e) Charitable/Religious Content.



(i) Licensee Rights to Charitable/Religious Content. The Licensed Content includes all
Charitable/Religious Content and the Licensed Rights include (i) the exclusive right to Broadcast
Charitable/Religious Content in all Licensed Media other than by means of the Internet; and (b) the
non-exclusive right (subject only to Licensor’s rights set forth in Section 1.2(e)(ii)) to
Broadcast Charitable/Religious Content by means of the Internet, in each case, in the Territory
during the Term.


 


8









 





CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


(ii) Grupo Televisa Non-Exclusive Right to Charitable/Religious Content. Grupo Televisa shall
have the non-exclusive right to Broadcast Charitable/Religious Content in the Territory during the
Term only by means of the Internet. Notwithstanding the foregoing, Grupo Televisa shall not be
permitted to Broadcast, license or otherwise make available for Broadcast any Charitable/Religious
Content during the Term in the Territory on a Linear Television Channel, or on a continuous
streamed basis as to constitute, or take on the characteristics of, a Linear Television Channel.
Grupo Televisa shall not license or otherwise make available any Charitable/Religious Content to
any third party in the Territory during the Term.



1.3 Rights of Licensee and Licensor with Respect to Certain Excluded Content.



(a) Terms and Conditions Regarding Grupo Televisa’s Rights to Broadcast Excluded
Content. Notwithstanding any other provisions of this Agreement, Grupo Televisa’s rights to
Broadcast Excluded Content in the Territory during the Term shall be subject to the following
terms, conditions, exceptions and exclusions:



(i) Limitations on Televisa Produced Clips. Grupo Televisa’s Broadcast of the Televisa
Produced Clips shall be only by means of Internet. In addition, with respect to any Televisa
Produced Clips of sports events, (A) Grupo Televisa shall Broadcast such Televisa Produced Clips
only with at least a five (5) minute delay from the applicable live sports event; and (B) subject
to any Clip Exchange Arrangements, Grupo Televisa shall not sublicense or otherwise make available
any such Televisa Produced Clips to ***.



(ii) No Linear Channels. Grupo Televisa will not be permitted to Broadcast, sublicense or
otherwise make available for Broadcast any Televisa Publications Content, Televisa Training
Content, Televisa Produced Clips or Televisa New Business Content during the Term in the Territory
on a Linear Television Channel, or on a continuous streamed basis as to constitute, or take on the
characteristics of, a Linear Television Channel (other than the Broadcast of Televisa Carve Out
Business Content on the Linear Television Channel acquired by Televisa as a Carve Out Business in
accordance with the terms and conditions of Section 16.3).



(iii) Limitation on Sports Related Televisa Publications Content. During the Term, Televisa
Publications Content relating to a specific live sports event (or the participants therein) shall
not be Broadcast within the thirty (30) minutes before or after the live Broadcast of the relevant
sports event (or during such an event) by Licensee; provided, that such restriction shall
not apply if such sports event is not Broadcast live by Licensee, its controlled Affiliates or its
permitted sublicensees (or, in the case of permitted sublicensees, if Licensor is not notified of
such Broadcast at least three days prior to such Broadcast).


 


9









 





(b) Terms and Conditions Regarding Licensee’s Rights to Broadcast Excluded Content.
Notwithstanding any other provisions of this Agreement, Licensee’s rights to Broadcast Excluded
Content in the Territory shall be subject to the following terms, conditions, exceptions and
exclusions:




(i) Televisa Publications Content.



(A) All Broadcasts by Licensee of any Televisa Publications Content on the Specified Channels
(and pursuant to MVPD Arrangements with respect to the Specified Channels) shall retain all
promotional materials that Grupo Televisa embeds in such Televisa Publications Content;
provided, that such promotional materials shall only be required to be retained to the
extent that they promote the applicable Televisa Publication and/or its website (and shall not
promote any other website or platform owned or controlled by Grupo Televisa, including Esmas.com)
and are limited to one or more of (1) a fixed brand bug of a size consistent with customary
industry practice; (2) up to a lower third graphical brand or URL (uniform resource locator)
presence for up to twenty percent (20%) of the duration of the applicable Televisa Publications
Content; and (3) a brand or URL presence on the starts and finishes of the applicable Televisa
Publications Content. Licensee shall have the right to remove any promotional materials to the
extent they are not required to be retained by Licensee pursuant to this Section
1.3(b)(i)(A).



(B) Licensee shall not be permitted to sublicense the Televisa Publications Content to any
third party. For the avoidance of doubt, the foregoing shall not prohibit the Broadcast of such
Televisa Publications Content by any MVPD in accordance with Section 1.1(a)(v).



(ii) No Right to Other Excluded Content. Subject to Licensee’s Right of First Negotiation /
First Refusal under Section 1.1(b)(vi), Licensee shall have no right to Broadcast,
sublicense, exploit or otherwise make available any Excluded Content other than the Televisa
Publications Content and Televisa Produced Clips (pursuant to the terms and conditions and subject
to the exceptions and exclusions herein).



1.4 Televisa Spoiler Content. Licensor shall use commercially reasonable efforts to
ensure that Grupo Televisa does not Broadcast, publish, include or otherwise make available to the
general public in the Territory, any Televisa Spoiler Content in any Territory-specific versions or
editions of any of Grupo Televisa’s Publications or by means of any Broadcast of Excluded Content;
provided, that such obligation shall not be applicable before six (6) months prior to
Licensee’s Broadcast of the relevant Program and Licensee will give Licensor reasonable notice to
enable Licensor to comply with this obligation. In the event that Licensee notifies Licensor in
writing that any Televisa Spoiler Content is being so Broadcast, published, included or otherwise
made available by Grupo Televisa (or any licensee in the Territory) to the general public in the
Territory, Licensor will ensure that Grupo Televisa (and will use commercially reasonable efforts
to cause such licensee in the Territory to) promptly (but in the case of Grupo Televisa, in no
event later than forty-eight (48) hours following receipt by Licensor of such notice from
Licensee), removes or takes down such Televisa Spoiler Content. The obligations of Licensor under
this Section 1.4
shall not apply to Televisa Spoiler Content contained in Licensed Content made available for
Broadcast by Licensee in the Territory, to which the provisions of Section 8.8(e)(i) shall
apply.


 


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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


1.5 Sports Clips. Subject to Clip Exchange Arrangements, Licensee shall not
sublicense or otherwise make available any Televisa Produced Clips or Licensee Produced Clips of
sports events to ***. For
the avoidance of doubt, the foregoing restriction shall not apply, and shall in no way restrict
Licensee’s Broadcast, sublicense or other exploitation of clips of sporting events not licensed by
Licensor to Licensee hereunder (e.g., clips of Licensee’s Broadcast of the World Cup).



1.6 Clip Exchange Arrangements. Notwithstanding anything contained herein, each party
acknowledges and agrees that the other party may continue to participate in customary Clip Exchange
Arrangements and that neither party shall be in breach of this Agreement merely on the basis of
participation therein. For the avoidance of doubt, such Clip Exchange Agreements (and the license
of any Audiovisual Content thereunder) shall not be subject to approval under Section 4.2.



2. Novelas, Co-Productions and Acquired Programs, Etc. The following additional terms, conditions, exceptions and exclusions shall apply with respect
to the following respective categories of Audiovisual Content or Scripts:



2.1 Novelas. Licensor will cause any and all Novelas (whether produced, co-produced
or acquired by Licensor) that are (or are intended for) Broadcast by Grupo Televisa (or a licensee
of Grupo Televisa of such Novela) in any media in Mexico to be Licensed Content, and the Broadcast
rights in all Licensed Media in the Territory in and to such Novelas shall be exclusively licensed
to Licensee hereunder in the Territory during the Term, except (a) Acquired Completed
Novelas to which Grupo Televisa has not acquired any Broadcast rights in any Licensed Media in any
part of the Territory; and (b) those Novelas acquired prior to October 4, 2010 to the extent to
which Grupo Televisa does not have Broadcast rights in any Licensed Media in part or all of the
Territory. Schedule 2 hereto contains, to the best of Licensor’s knowledge, a full and
complete list of all Novelas (other than Acquired Completed Novelas) that were acquired by Grupo
Televisa between December 31, 2001 and the date hereof and with respect to which Licensor has not
obtained and has not licensed to Licensee the Broadcast rights in any Licensed Media in the
Territory.



2.2 Acquired Completed Novelas. Notwithstanding anything contained in Section
2.1:



(a) Information; Facilitation of Negotiation. If Grupo Televisa intends to acquire
Broadcast rights outside the Territory to any Novela that Licensor believes would be an Acquired
Completed Novela, Licensor shall promptly notify Licensee in writing (including a detailed
description of such Acquired Completed Novela and the identity and contact
information of the seller or third party licensor). Licensor shall also provide other
information reasonably requested by Licensee (to the extent Grupo Televisa has such information and
is not legally or contractually restricted from sharing it). Upon Licensee’s request, Licensor
shall put Licensee in contact with such seller or third party licensor and use commercially
reasonable efforts to facilitate a negotiation between Licensee and such seller or third party
licensor so that Licensee may attempt to acquire or license the Broadcast rights in the Territory
to such Acquired Completed Novela.


 


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(b) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the event
that the applicable seller or third party licensor of a potential Acquired Completed Novela (i) is
unable to negotiate with Licensee in connection with the acquisition or license of Broadcast rights
in the Territory because such rights are subject to a bona fide, contractual commitment to a third
party existing prior to Grupo Televisa having any discussions with such seller or third party
licensor in respect of such Acquired Completed Novela; or (ii) refuses to negotiate with Licensee,
then Grupo Televisa may, at any time after notice has been delivered to Licensee pursuant to
Section 2.2(a), obtain any Broadcast rights in and to such Acquired Completed Novela (other
than rights to Broadcast in the Licensed Media during the Term in the Territory) and such Acquired
Completed Novela will not be Licensed Content.



(c) Ownership. Licensee shall own any rights in the Territory to an Acquired
Completed Novela that it directly acquires or licenses from the seller or third party licensor, and
for the avoidance of doubt, such rights in and to an Acquired Completed Novela shall not be
included in the Licensed Rights hereunder or be subject to any of the terms, conditions, exceptions
and exclusions contained in this Agreement (provided, that this sentence shall not be
deemed to affect the calculation of the Royalty Base or the operation of Section 9).



(d) Grupo Televisa Ability to Acquire Rights. Notwithstanding the foregoing, the
provisions of this Section 2.2 shall not restrict or impede the ability of Grupo Televisa
to acquire rights (other than rights to Broadcast in Licensed Media during the Term in the
Territory) in and to an Acquired Completed Novela at any time after notice to Licensee has been
delivered pursuant to Section 2.2(a). If Grupo Televisa so acquires or licenses Broadcast
rights outside the Territory to such an Acquired Completed Novela, then such Acquired Completed
Novela shall not be Licensed Content.



2.3 Co-Produced Content (Non Novelas).



(a) Information; Facilitation of Negotiation. With respect to any third party
arrangement or agreement involving the production of Audiovisual Content that is not a Novela that
Licensor believes would be Co-Produced Content, Licensor will promptly notify Licensee in writing
(including a detailed description of such Co-Produced Content, the identity and contact information
of the third party co-producer(s)), and Licensor shall also provide other information reasonably
requested by Licensee (to the extent Grupo Televisa has such information and is not legally or
contractually restricted from sharing it) after it determines to enter into negotiations for any
such third party arrangement or agreement. Upon Licensee’s request, Licensor shall put Licensee in
contact with the third party co-producer(s) and use commercially reasonable efforts
to facilitate a negotiation among Licensee, Grupo Televisa and the third-party co-producer(s)
so that Licensee, at its sole option, may elect to either:



(i) Licensee Option to Co-Produce. Co-produce such Audiovisual Content along with Grupo
Televisa and the third party co-producer(s), whereby (A) Licensee would acquire Broadcast rights,
as determined by the parties, in at least the Territory and Grupo Televisa would acquire Broadcast
rights, as determined by the parties, in at least Mexico to such Audiovisual Content; (B) Licensee
and Grupo Televisa would negotiate in good faith any other rights to such Audiovisual Content to be
obtained or retained by Grupo Televisa and/or Licensee; and (C) Licensee and Grupo Televisa would
each bear a percentage of the combined cost of all rights to such Audiovisual Content obtained or
retained by Licensee or Grupo Televisa, which percentages shall be negotiated by the applicable
parties in good faith based on the specific rights acquired by each party; or


 


12









 





(ii) Licensee Option to License. License the exclusive Broadcast rights in all Licensed Media
throughout the Territory during the Term to such Co-Produced Content (or such lesser rights as
Licensee may agree) for a separate license fee to be negotiated in good faith among Licensee, Grupo
Televisa and the third party co-producer(s) (or other holder of such rights); provided,
that if Licensee, Grupo Televisa and such third party co-producer(s) (or other holder of such
rights) cannot agree on such license fee after good faith efforts to do so, Grupo Televisa and the
third party co-producer (or other holder of such rights) may thereafter only license such Broadcast
rights to one or more third parties and only for a license fee that is greater than the highest
license fee that Licensee previously offered to pay in such negotiations. For the avoidance of
doubt, neither Grupo Televisa nor such third-party co-producer (or other holder of such rights) may
offer any third party a different or less expansive Broadcast rights package as compared to a
package offered to Licensee, without, in each case, first offering Licensee the right to negotiate
for the license of such rights package pursuant to this Section 2.3(a)(ii).



(b) Licensor Cost Sharing. Notwithstanding anything contained in Section
2.3(a)(ii), in the event that Licensee acquires or licenses any Broadcast rights in the
Territory during the Term to any Co-Produced Content from the third party co-producer or Grupo
Televisa in accordance with Section 2.3(a)(ii), Licensor will pay to Licensee, upon
provision by Licensee of appropriate documentation evidencing such costs, an amount equal to fifty
percent (50%) of all fees, costs and/or other amounts paid or payable, whether in cash or in kind
(including any in-kind contributions of the type described in Section 2.3(e)), by Licensee
to such third party co-producer and/or Grupo Televisa to acquire or license such rights.



(c) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the event
that the third party co-producer (i) is unable to negotiate with Licensee in connection with the
co-production, acquisition or license of Broadcast rights in the Territory because such rights are
subject to a bona fide contractual commitment to a third party existing prior to Grupo Televisa
having any discussions with such third party co-producer in respect of such Co-Produced Content; or
(ii) refuses to negotiate with Licensee, then Grupo Televisa may, at any time after notice has been
delivered to Licensee pursuant to Section 2.3(a), obtain any Broadcast rights in and to
such Co-Produced Content (other than rights to Broadcast in Licensed Media during the Term in the
Territory) and such Co-Produced Content shall not be Licensed Content;
provided, however, that Grupo Televisa shall not be permitted to enter into an
arrangement for any Co-Produced Content with a third party co-producer if Grupo Televisa has
obtained Broadcast rights in Mexico from such third party (or any of its Affiliates) for any
Co-Produced Content under this Section 2.3 (excluding only Musical Concerts initially
Broadcast live) or any Acquired Other Content from such party (or any of its Affiliates) under
Section 2.4 (excluding only Musical Concerts initially Broadcast live) within the
immediately preceding twelve (12) months (as measured from the date on which Licensor delivered the
notice to Licensee under Section 2.3(a) or 2.4(a), as applicable).


 


13









 





(d) Ownership. Licensee shall own any rights in the Territory to any Co-Produced
Content acquired or directly licensed by Licensee from the third party co-producer and/or Grupo
Televisa, and for the avoidance of doubt, such rights in and to such Co-Produced Content shall not
be included in the Licensed Rights hereunder or be subject to any of the terms and conditions of
this Agreement (provided, that this sentence shall not be deemed to affect the calculation
of the Royalty, the Royalty Base or the operation of Section 9).



(e) Costs; Budget. If there are any contributions in kind by Licensee or Grupo
Televisa to the Co-Produced Content, any determination of “price” or of Grupo Televisa’s or
Licensee’s payments for their share of the combined Broadcast rights for Mexico and the Territory,
as the case may be, shall include the actual cost (and not the fair market value) of such
non-monetary contributions. These amounts shall be included and agreed upon, by all parties
involved in the co-production of the Co-Produced Content, in a detailed budget for the actual costs
of production of each episode of the Co-Produced Content. The budget shall include all
above-the-line and below-the-line items customarily included in budgets concerning similar types of
programming, as well as the separate fees for the services of key personnel (such as the writer(s),
producer(s), director(s), and host(s)) and the aggregate fees of all others rendering services of
any kind in connection with such Co-Produced Content.



(f) Grupo Televisa Ability to Acquire Rights. Notwithstanding any of the foregoing,
if at any time Licensee is not engaged in good faith negotiations or elects not to negotiate,
license or participate or to withdraw therefrom, or an agreement cannot be reached between Licensee
and the third party co-producer and/or Grupo Televisa within a reasonable period of time so as not
to jeopardize Grupo Televisa’s ability to acquire rights outside the Territory, Grupo Televisa may
obtain any Broadcast rights (other than rights to Broadcast in Licensed Media during the Term in
the Territory) to the Co-Produced Content in question and such Co-Produced Content will not be
Licensed Content.



2.4 Acquired Other Content (Non-Novelas).



(a) Information; Facilitation of Negotiation. If Grupo Televisa intends to acquire
Broadcast rights outside the Territory to any Audiovisual Content that Licensor believes would be
Acquired Other Content, Licensor shall promptly notify Licensee in writing (including a detailed
description of such Acquired Other Content, the identity and contact information of the seller or
third party licensor). Licensor shall also provide other information reasonably requested by
Licensee (to the extent Grupo Televisa has such information and is not legally or contractually
restricted from sharing it). Upon Licensee’s request, Licensor shall put Licensee in
contact with such seller or third party licensor and use commercially reasonable efforts to
facilitate a negotiation between Licensee and the seller or third party licensor so that Licensee
may attempt to acquire or license the Broadcast rights in the Territory to such Acquired Other
Content.


 


14









 





(b) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the event
that the seller or third party licensor of potential Acquired Other Content (i) is unable to
negotiate with Licensee in connection with the acquisition or license of Broadcast rights in the
Territory because such rights are subject to a bona fide, contractual commitment to a third party
existing prior to Grupo Televisa having any discussions with such seller or third party licensor in
respect of such Acquired Other Content; or (ii) refuses to negotiate with Licensee, then Grupo
Televisa may, at any time after notice has been delivered pursuant to Section 2.4(a),
obtain any Broadcast rights in and to such Acquired Other Content (other than rights to Broadcast
in the Licensed Media during the Term in the Territory) and such Acquired Other Content will not be
Licensed Content; provided, however, that Grupo Televisa will not be permitted to
enter into an arrangement for any Acquired Other Content with such third party if Grupo Televisa
has obtained Broadcast rights in Mexico from such third party (or any of its Affiliates) for any
Acquired Other Content under this Section 2.4 (excluding only Musical Concerts initially
Broadcast live) or any Co-Produced Content from such party (or any of its Affiliates) under
Section 2.3 (excluding only Musical Concerts initially Broadcast live) within the
immediately preceding twelve (12) months (as measured from the date on which Licensor delivered the
notice to Licensee under Section 2.3(a) or 2.4(a), as applicable).



(c) Ownership. Licensee shall own any rights in the Territory to any Acquired Other
Content that it directly acquires or licenses from the seller or third party licensor, and for the
avoidance of doubt, such Acquired Other Content shall not be included in the Licensed Rights
hereunder or be subject to any of the terms and conditions of this Agreement (provided,
that this sentence shall not be deemed to affect the calculation of the Royalty, the Royalty Base
or the operation of Section 9).



(d) Grupo Televisa Ability to Acquire Rights. The provisions of this Section
2.4 will not restrict or impede the ability of Grupo Televisa to acquire rights (other than
rights to Broadcast in Licensed Media during the Term in the Territory) in and to Acquired Other
Content at any time after notice has been delivered to Licensee pursuant to Section 2.4(a).
If Grupo Televisa so acquires or licenses Broadcast rights outside the Territory to such Acquired
Other Content, then such Acquired Other Content shall not be Licensed Content.



2.5 Acquired Completed Content. Nothing contained in this Agreement shall prevent
Grupo Televisa from acquiring Broadcast rights outside the Territory to any Acquired Completed
Content.



2.6 Scripts.



(a) Sale of Scripts. Grupo Televisa will be permitted to sell rights in any Script to
a third party so long as, in connection with such sale, Grupo Televisa divests (subject to
Section 2.6(c)) itself of all right, title and interest in and to such Script, including
any Broadcast rights outside the Territory and any other interest (whether monetary or otherwise)
in such Script
(e.g., profit participations, revenue shares, options, reversion rights, credits (except to
the extent such credits are required to be retained under applicable Law), etc.). Any Audiovisual
Content produced from such sold Script will not be Licensed Content, Co-Produced Content, an
Acquired Completed Novela or Acquired Other Content solely by reason of Grupo Televisa’s former
ownership of rights in such sold Script.


 


15









 





(b) Exchange of Scripts. Grupo Televisa will be permitted to trade or exchange any
Script (the “Divested Script”) with a third party for one or more other Scripts (the
“Acquired Scripts”) so long as, in connection with such trade or exchange, (i) Grupo
Televisa divests (subject to Section 2.6(c)) itself of all right, title and interest in and
to such Divested Script, including any Broadcast rights outside the Territory and any other
interest (whether monetary or otherwise) in such Divested Script (e.g., profit participations,
revenue shares, options, reversion rights, credits (except to the extent such credits are required
to be retained under applicable Law), etc.); and (ii) Licensor licenses to Licensee hereunder the
exclusive rights to Broadcast in the Licensed Media as part of, and to the full extent of, the
Licensed Rights in the Territory during the Term, Audiovisual Content originally produced in the
Spanish language or with Spanish subtitles produced based on such Acquired Scripts (and such
Audiovisual Content originally produced in the Spanish language or with Spanish subtitles, once
produced, will automatically and immediately be deemed Licensed Content hereunder to the extent it
would otherwise constitute Licensed Content and the rights to Broadcast such Licensed Content in
the Licensed Media will be exclusively licensed to Licensee as part of, and to the full extent of,
the Licensed Rights in the Territory during the Term). Any Audiovisual Content produced from such
Divested Script will not be Licensed Content, Co-Produced Content, an Acquired Completed Novela or
Acquired Other Content solely by reason of Grupo Televisa’s former ownership of rights in such
Divested Script.



(c) Grupo Televisa Retention of Mexican Broadcast Rights. If, during the Term, in any
sale, trade or exchange of a Script addressed in Section 2.6(a) or (b), Grupo
Televisa retains any rights to Broadcast in Mexico in any Licensed Media any Audiovisual Content
originally produced in the Spanish language or with Spanish subtitles produced from any such sold
Script or Divested Script, Grupo Televisa will also retain the same rights to Broadcast such
Audiovisual Content in such Licensed Media in the Territory for the same period, to the extent
within the Term (and such Audiovisual Content originally produced in the Spanish language or with
Spanish subtitles, to the extent of such rights, once produced, will automatically and immediately
be deemed Licensed Content hereunder to the extent it would otherwise constitute Licensed Content
and the rights to Broadcast such Licensed Content in the Licensed Media will be exclusively
licensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territory
during the Term).



(d) Scripts for Non-Spanish Language Productions. For the avoidance of doubt, Grupo
Televisa will be permitted to sell or exchange in any manner (i.e., the restrictions of paragraphs
(a), (b) and (c) of this Section 2.6 do not apply) any Script that is not intended to be
originally produced in the Spanish language or with Spanish subtitles; provided, that Grupo
Televisa prohibits, in a binding agreement with the purchaser or transferee of any such Script, the
production of any Audiovisual Content based on such Script that is originally produced in the
Spanish language or with Spanish subtitles. For the avoidance of doubt, the aforementioned
contractual prohibition shall apply to any successors, transferees, licensees or assigns of
such purchaser or transferee.


 


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2.7 Local Novelas.



(a) Co-Produced Local Novelas. With respect to any Co-Produced Local Novela where
Grupo Televisa participates in the co-production of the Co-Produced Local Novela in whole or in
part in exchange for the right of Grupo Televisa to produce a Novela that is based on the Script
underlying the Co-Produced Local Novela (for the avoidance of doubt, which Novela shall be a new
production of such Script), Grupo Televisa shall have the right either (i) to contractually agree
with the third-party co-producer not to undertake (and actually not undertake) any sale, transfer,
license or Broadcast of such Co-Produced Local Novela in the Territory or in Mexico (in which case
such Co-Produced Local Novela shall not be deemed to be Licensed Content or an Acquired Completed
Novela hereunder unless and until Grupo Televisa Broadcasts such Co-Produced Local Novela in
Mexico, and at such time, the Co-Produced Local Novela will automatically and immediately be deemed
Licensed Content hereunder to the extent it would otherwise constitute Licensed Content and the
rights to Broadcast such Co-Produced Local Novela in the Licensed Media will be exclusively
licensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territory
during the Term); or (ii) to acquire Broadcast rights to such Co-Produced Local Novela for Mexico
and the Territory (such that the rights to Broadcast such Co-Produced Local Novela, in the Licensed
Media during the Term (or such shorter period equivalent to the term of rights acquired by Grupo
Televisa in Mexico) in the Territory, would be and are licensed exclusively to Licensee hereunder
as part of, and to the full extent of, the Licensed Rights in the Territory during the Term). For
the avoidance of doubt, any new Novela produced by Grupo Televisa based on a Script underlying a
Co-Produced Local Novela acquired by Grupo Televisa as contemplated by this Section 2.7(a)
shall be subject to Section 2.1 and shall constitute Licensed Content.



(b) Televisa Local Novelas. Notwithstanding anything to the contrary contained
herein, with respect to any Televisa Local Novela, Grupo Televisa shall have the right either (i)
to contractually agree with the third party producer not to undertake (and actually not undertake)
any sale, transfer, license or Broadcast of such Televisa Local Novela in the Territory or in
Mexico (in which case such Televisa Local Novela shall not be deemed to be Licensed Content or an
Acquired Completed Novela hereunder unless and until Grupo Televisa Broadcasts such Televisa Local
Novela in Mexico, and at such time, the Televisa Local Novela will automatically and immediately be
deemed Licensed Content hereunder to the extent it would otherwise constitute Licensed Content and
the rights to Broadcast such Televisa Local Novela in the Licensed Media will be exclusively
licensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territory
during the Term); or (ii) to acquire the Broadcast rights to such Televisa Local Novela for Mexico
and the Territory (such that the rights to Broadcast, in Licensed Media during the Term (or such
shorter period equivalent to the term of rights acquired by Grupo Televisa in Mexico) in the
Territory, such Televisa Local Novela, would be and are licensed exclusively to Licensee hereunder
as part of, and to the full extent of, the Licensed Rights in the Territory during the Term).



(c) Notice. Licensor shall inform Licensee at each Informational Meeting of any
arrangements that Grupo Televisa has entered into for a Co-Produced Local Novela or
Televisa Local Novela since the immediately preceding Informational Meeting (or if
Informational Meetings have not yet taken place during the Term, since the Effective Date).


 


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2.8 Reporting, Informational Meetings and Compliance.



(a) Informational Meetings. A coordinator designated by Licensor shall meet with a
coordinator designated by Licensee once each quarter (the “Informational Meetings”) to
discuss any planned Co-Produced Content, Acquired Other Content, Acquired Completed Novelas,
Co-Produced Local Novelas and Televisa Local Novelas and any Script exchanges or divestitures, in
each case, if any, of which notice has not been previously given at prior Informational Meetings.
At such meeting Licensor, subject to legal or third party contractual confidentiality restrictions,
will provide information reasonably available to Grupo Televisa regarding such planned Co-Produced
Content, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas and Televisa
Local Novelas or Script exchanges or divestitures, including: (i) a reasonably detailed description
of such Audiovisual Content or Script; (ii) the identity of the third party producer, co-producer
or owner (as applicable) with respect to such Audiovisual Content or Script; and (iii) any other
information required to be provided with respect to any such Audiovisual Content or Script under
this Section 2.



(b) Grupo Televisa Certification. Within sixty (60) days of the end of each fiscal
year, the highest-ranking production officer of Grupo Televisa will deliver to Licensee a
certificate attesting that, with respect to each item of Co-Produced Content, item of Acquired
Other Content, Acquired Completed Novela, Co-Produced Local Novela, Televisa Local Novela and any
Script exchanges or divestitures, in each case, if any, entered into by Grupo Televisa in the prior
year, (i) Grupo Televisa used good faith efforts not to structure any such arrangements or
agreements in a manner intended to cause the applicable Audiovisual Content not to be deemed to be
Licensed Content hereunder; and (ii) such arrangement or agreement was negotiated and entered into
by Grupo Televisa and the applicable third party on an arms-length basis.



(c) Confidentiality. Licensee acknowledges that any and all information provided by
Licensor in accordance with this Section 2 is intended solely for the purpose of permitting
Licensee to determine whether to exercise its rights under this Section 2 and to monitor
compliance by Grupo Televisa with the provisions contained in this Section 2 relating to
Co-Produced Content, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas,
Televisa Local Novelas and Scripts; it being agreed that Licensee shall keep confidential such
information (to the extent such information is not otherwise publicly available), shall not use
such information for their own account and shall not contact or engage in discussions with any
person (excluding its representatives and advisors) other than Grupo Televisa or the relevant
seller, third party licensor or co-producer with respect to such agreement or arrangement.



(d) Acquired Completed Content. For the avoidance of doubt, Licensor will not be
required to provide any information for or regarding Acquired Completed Content.



2.9 Audiovisual Content Acquired Pursuant to the Mexico License Agreement. For the
avoidance of doubt, no Audiovisual Content acquired by Grupo Televisa from Licensee, its Affiliates
or third parties pursuant to the provisions of Sections 1 and 2 of the Amended and Restated 2011
Mexico License Agreement shall be deemed to be Licensed Content, licensed hereunder, or subject to
the provisions of this Section 2.


 


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3. General Terms and Conditions Relating to Audiovisual Content. Notwithstanding any other
provisions of this Agreement, the grant of rights hereunder, and the parties’ respective rights and
obligations with respect thereto, shall be subject to the following general terms, conditions,
exceptions and exclusions.



3.1 Good Faith Efforts. Licensor agrees that it will use good faith efforts not to
structure arrangements or agreements with respect to Audiovisual Content in a manner intended to
cause such Audiovisual Content not to be Licensed Content.



3.2 Spanish Language Platforms. Licensee shall not Broadcast any Licensed Content or
any portion thereof other than on a Spanish Language Platform; it being understood and agreed that
the foregoing restriction shall not preclude the Broadcast of Licensed Content in the Licensed
Media in the Territory during the Term (a) pursuant to (i) MVPD Arrangements, (ii) Sublicensing
Arrangements approved by Licensor pursuant to Section 4 or (iii) UIN Branded Experiences,
in each case, involving the Broadcast of Licensed Content through a distributor or aggregator of
multi-lingual Audiovisual Content (e.g., Comcast, YouTube, Apple / iTunes); or (b) pursuant to Clip
Exchange Arrangements. For the avoidance of doubt, the restriction in this Section 3.2
shall not preclude bona fide Short Form Commercial Advertising on any and all platforms (including
non-Spanish language platforms) intended to market, advertise or promote the availability of
Licensed Content.



3.3 Sale of Broadcast Rights. Pursuant to the terms and conditions and subject to the exceptions and exclusions of
Section 1 and Section 2, Licensor shall not, and shall cause Grupo Televisa not to,
sell, license or otherwise alienate any Broadcast rights in any Licensed Media in the Territory to
any Audiovisual Content to the extent such Broadcast rights would be reasonably expected (absent
such sale, license or other alienation) to become Licensed Rights, and to vest with Licensee during
the Term.



3.4 Telemundo Content. Audiovisual Content (a) produced or co-produced by or for
Telemundo Communications Group Inc. (“Telemundo”), NBC Universal, Inc., or their respective
subsidiaries or controlled Affiliates and licensed to Grupo Televisa for Broadcast outside the
Territory pursuant to the license and relationship agreements entered into by Grupo Televisa,
Telemundo and certain of their respective Affiliates as of March 14, 2008 and October 3, 2008, as
amended; provided, that Grupo Televisa shall not agree to any amendment of such agreements
that would adversely affect Licensee’s rights hereunder (it being understood that a mere renewal or
extension of the term of
such agreement shall not be deemed to adversely affect Licensee’s rights hereunder); and (b)
that meets (or with respect to future content, will meet) the definition of Acquired Completed
Content or Acquired Completed Novela (as applicable), shall not be included in the Licensed Content
or Licensed Rights hereunder or subject to any of the terms and conditions of this Agreement. For
the avoidance of doubt, nothing contained in this Section 3.4 shall in any way limit the
parties respective rights and obligations under Section 2 (other than with respect to
Acquired Completed Novelas and Acquired Completed Content).


 


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3.5 Pantelion Movies. The following additional terms, conditions, exceptions and exclusions shall apply to
Pantelion Movies:



(a) Pantelion Venture. Notwithstanding the provisions of that certain Limited
Liability Company Agreement dated as of July 26, 2010 by and among Artisan Entertainment Inc.
(together with any successors thereof, “Lionsgate”), Videocine, S.A. de C.V. (together with
any successors thereof, “Videocine”), and Pantelion, LLC (the “Pantelion LLC
Agreement”), the primary business purpose of Pantelion is distributing Pantelion Movies in the
Territory. Licensor represents and warrants that Grupo Televisa has, and will have, no obligation
to produce all, or any minimum number of, motion pictures through Pantelion (or with Lionsgate or
its Affiliates) during the Term, and Grupo Televisa is not and will not be restricted by any
agreement with Pantelion, Lionsgate or otherwise in connection with the Pantelion arrangement, from
producing or acquiring motion pictures outside Pantelion (or with parties other than Lionsgate or
its Affiliates) at any time during the Term. In connection with the foregoing, the parties
acknowledge and agree that, subject to Licensee’s Rights of First Negotiation / First Refusal set
forth in Section 3.5(d), and so long as Pantelion’s business activities remain generally
consistent with the foregoing (and for the avoidance of doubt, Pantelion’s production and
distribution activities do not expand to any Audiovisual Content originally produced in the Spanish
language or with Spanish subtitles other than Pantelion Movies), the Broadcast, license or
distribution by Pantelion of the Pantelion Movies in the Territory by means of any Licensed Media
(other than Free Television) shall not constitute a breach of this Agreement by Licensor.




(b) Transactions between Grupo Televisa and Pantelion.



(i) Sale of Movies. Grupo Televisa (including Videocine) shall not sell or license
any Broadcast rights to any movie in any Licensed Media in the Territory to Pantelion and/or
Lionsgate or any of their respective Affiliates (collectively, the “Pantelion Parties”),
without the express written consent of Licensee; provided, that the Movies set forth on
Schedule 3 shall be deemed to have been consented to by Licensee and shall be deemed to be
Pantelion Movies hereunder, and Licensee shall be licensed the Free Television Broadcast rights
with respect to each such Pantelion Movie, as set forth in Section 3.5(c), and shall have a
Right of First Negotiation / First Refusal to acquire Broadcast rights in all other Licensed Media
to each such Pantelion Movie, as set forth in Section 3.5(d).



(ii) Acquisition of Movies. Grupo Televisa shall not acquire any Broadcast rights to
any movie or Pantelion Movie in any Licensed Media in the Territory from any Pantelion Party.



(iii) Production of Movies. Any movies produced solely by Grupo Televisa (including
Videocine) shall constitute Movies or Programs (as applicable) hereunder, and the Broadcast rights
in the Licensed Media in the Territory in and to any such movies shall be licensed as a Movie or
Program (as applicable) exclusively to Licensee hereunder as part of the Licensed Rights.



(iv) Co-Productions. No Grupo Televisa party (except only Videocine) shall co-produce
any movie with a Pantelion Party. Videocine may co-produce movies anticipated to be Pantelion
Movies with Pantelion Parties, or for the benefit of Pantelion, in each case, only pursuant to, and
in accordance with, the following:



(A) any co-production must include Videocine and one or more Co-Production Partners (i.e.,
unaffiliated with all of Grupo Televisa, Lionsgate and the Pantelion Parties), which shall not
preclude the participation of other co-producers affiliated with Lionsgate and/or Pantelion
Parties;


 


20









 





(B) one or more of such Co-Production Partners must (1) provide a specific and significant
contribution underlying such movie (examples of such specific and significant contributions include
Scripts, the provision of multiple essential creative elements (e.g., several of key cast members,
key artistic director, executive director and/or executive producer) having no affiliation with any
of Grupo Televisa, Lionsgate or any Pantelion Parties, but shall not include financing or other
contributions of a fungible nature; provided, that financing or other fungible
contributions may be contributed in addition to such specific and significant contributions); and
(2) meaningfully participate in, or exercise meaningful controls or approvals over, the development
and production of such movie; provided, however, that in the case of a movie
co-produced by and among Videocine, Lionsgate (or its Affiliates) and one or more other
Co-Production Partners, the specific or significant contribution of the other Co-Production
Partner(s) may consist of financing; and



(C) Videocine, the applicable Pantelion Party(ies) and the applicable Co-Production Partner(s)
shall provide to Licensee information and facilitate with Licensee a negotiation for Licensee to
co-produce the applicable movie, on terms to be negotiated by the parties in good faith. If
Licensee elects, in its sole discretion, not to co-produce the applicable movie, the applicable
movie shall be deemed to be a Pantelion Movie hereunder and Licensee shall be licensed the Free
Television Broadcast rights with respect to such Movie, as set forth in Section 3.5(c), and
shall have a Right of First Opportunity / First Refusal to acquire Broadcast rights in other
Licensed Media to such Pantelion Movie, as set forth in Section 3.5(d).



(c) Free Television Rights to Pantelion Movies. If necessary (or if reasonably
requested by Licensee at any time), Licensor shall cause Pantelion to license all Free Television
rights in and to Pantelion Movies directly to Licensee. Licensee shall not be obligated to make
any payments or incur any costs (other than the Royalty) for such Free Television rights.



(d) Right of First Negotiation / First Refusal. Licensor shall provide, or shall
cause Videocine or Pantelion to provide, to Licensee a Right of First Negotiation / First Refusal
to acquire and/or license the exclusive right to Broadcast, on a Pantelion Movie-by-Pantelion
Movie basis, each Pantelion Movie by means of each Licensed Media in the Territory (other than
by means of Free Television, which is exclusively licensed to Licensee hereunder). Licensor shall
cause Pantelion to enter into a direct agreement with Licensee (or its applicable Affiliate)
evidencing such Rights of First Negotiation / First Refusal. Notwithstanding the foregoing, if
Pantelion intends to exploit a package of Pantelion Movies, then Licensee’s Right of First
Negotiation / First Refusal with respect to such Pantelion Movies will be on a packaged basis
(i.e., to license all of the Pantelion Movies in the package); provided, that none of
Licensor, Videocine or Pantelion may offer any such packaged Pantelion Movies on an individual
basis (or in any package that is different from the package offered to Licensee), without, in each
case, first offering Licensee the right to negotiate for the license of applicable rights to such
individual Pantelion Movie (or different package) pursuant to this Section 3.5(d). For the
avoidance of doubt, the Right of First Negotiation / First Refusal granted to Licensee under this
Section 3.5(d) shall not apply to the Broadcast of Pantelion Movies by means of Theatrical
Exhibition or Hard Good Home Videograms (neither of which constitute Licensed Media).


 


21









 





(e) Classification of Pantelion Movies. For the avoidance of doubt, Pantelion Movies
shall constitute Licensed Content only to the extent of the license of Free Television Broadcast
rights to Licensee under Section 1.1(a)(iii). Further, it is understood and agreed that
any rights licensed to, or acquired by, Licensee in connection with the exercise of its Right of
First Negotiation / First Refusal set forth in Section 3.5(d) shall not constitute part of
the Licensed Rights and will not be subject to the terms and conditions of this Agreement
applicable to Licensed Content (provided, that this Section 3.5(e) shall not be
deemed to affect the calculation of the Royalty, the Royalty Base or the operation of Section
9).



(f) Information Regarding Pantelion. Licensor has provided Licensee, under cover
dated December 1, 2010, with a redacted form of the Pantelion LLC Agreement (the “Current
Pantelion LLC Agreement”). If Licensor or Videocine amends the Current Pantelion LLC
Agreement in a manner which directly or indirectly impacts adversely the rights granted to Licensee
hereunder, or enters into any new, extended or renewed agreement with respect to Pantelion which
directly or indirectly impacts adversely the rights granted to Licensee hereunder during the Term,
Licensor shall, within fifteen (15) Business Days of execution thereof, provide a true and correct
copy of such agreement to Licensee; provided, that Licensor may redact such agreement
solely so as not to disclose economic terms and other terms not directly or indirectly affecting
Licensee’s rights hereunder adversely. Notwithstanding anything to the contrary contained herein,
in no event shall any new, extended or renewed agreement between or among any of Grupo Televisa,
Lionsgate and/or Pantelion (and/or any of their respective Affiliates) during the Term limit,
impair or otherwise affect any of the agreements, representations, warranties or covenants made by
Licensor under this Section 3.5 and Section 12 below, including by expanding the
“primary business purpose” of Pantelion beyond the scope described above in Section 3.5(a).



(g) Information Regarding Pantelion Movies and Availability. Upon Licensee’s request,
Licensor shall provide Licensee with information regarding Pantelion Movies including the
distribution rights to which are contemplated to be acquired by Pantelion or Pantelion Movies that
have been greenlit for production or co-production by Pantelion (including scheduled completion and
delivery dates, anticipated production budgets and any other information reasonably requested by
Licensee and available to Grupo Televisa) in order to help
enable Licensee to fully and meaningfully exercise the Licensed Rights in and to the Pantelion
Movies and Licensee’s Right of First Negotiation / First Refusal. Promptly upon completion of each
Pantelion Movie or acquisition of distribution rights to each Pantelion Movie, Licensor shall
notify Licensee as to the anticipated availability date for Licensee’s Free Television rights (and
any other Licensed Media licensed to Licensee in accordance with Section 3.5(d)), and any
applicable Rights Restrictions thereon.



(h) No Grupo Televisa Broadcast. In no event shall Pantelion Broadcast, or permit the
Broadcast of, any Pantelion Movies on any Spanish Language Platform in the Territory owned or
controlled by Grupo Televisa (other than directly through Pantelion).



(i) No Limitation on Licensee’s Rights to Movies. For the avoidance of doubt, nothing
set forth in this Section 3.5 shall affect in any way any of Licensee’s rights hereunder to
movies produced by, or distribution rights to which are acquired by, Licensor other than through
Pantelion that constitute Licensed Content, regardless of whether such movies were produced or
acquired before or after the establishment of Pantelion.


 


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3.6 Live Event Streaming. To the extent the live Internet streaming Broadcast rights
in the Territory to a specific non-sporting live event (e.g., a live musical concert) that
constitutes Licensed Content (for which Licensed Rights would be granted to Licensee hereunder) are
promoted or controlled by the Grupo Televisa live events business, the exercise of such live
Internet streaming Broadcast rights by Licensee will be subject to the following additional terms,
conditions, exceptions and exclusions:



(a) Licensor Notice. Licensor will inform Licensee in writing of the availability of
the live Internet streaming Broadcast rights to each such live event to which Grupo Televisa owns
or controls such rights in the Territory. If such streaming rights are subject to Promotional
Obligations, then Licensor shall also inform Licensee of such Promotional Obligations and any other
terms and conditions applicable to such live event (which shall not include the payment of
additional consideration by Licensee). Licensor shall provide such notice to Licensee as soon as
reasonably practicable following Grupo Televisa’s acquisition of such rights, but in no event later
than forty five (45) days before the applicable live event (or if Grupo Televisa acquires such
rights within forty five (45) days of the applicable live event, within forty eight (48) hours of
such acquisition (or if Grupo Televisa acquires such live event within forty eight (48) hours of
such live event, as promptly as practicable following such acquisition)).



(b) Licensee Election. If Licensee wishes to stream such a live event to which Grupo
Televisa owns or controls the live Internet streaming Broadcast rights in the Territory, it shall
have the exclusive rights to do so in the Licensed Media during the Term to the full extent of
rights owned or controlled by Grupo Televisa now or in the future, provided it agrees to comply
with the Promotional Obligations (and such other terms and conditions) contained in the above
notice. If Licensee does not wish to stream such live event, or does not agree to satisfy the
Promotional Obligations or other terms and conditions, Grupo Televisa may Broadcast the live event
by way of Internet streaming in the Territory, so long as Grupo Televisa satisfies the Promotional
Obligations, and the other terms and conditions applicable to such live event (subject to de
minimis differences) as provided in the above notice.



(c) No Impact on Live Sports Rights or Non-Streaming Rights. For the avoidance of
doubt, nothing contained in this Section 3.6 shall in any way apply to, or otherwise affect
Licensee’s rights to exercise, (i) its rights hereunder to live sports events (including the
Licensed Mexican Soccer Games), whether by means of live Internet streaming or any other Licensed
Media; or (ii) any of its other rights hereunder with respect to live events (other than the live
Internet streaming Broadcast rights described in this Section 3.6), in each case, under,
and in accordance with, this Agreement.



3.7 Territorial Integrity; Anti-Piracy. The license herein granted to Licensee is an
exclusive license to Broadcast the Licensed Content in the Licensed Media in the Territory during
the Term in accordance with the terms, conditions, exceptions and exclusions contained in this
Agreement. In connection therewith, and in furtherance of the foregoing, Licensee and Licensor
each agree to use commercially reasonable efforts to employ copy protection and other security
measures reasonably designed to effectively prevent piracy and limit, in accordance with and
subject to the then prevailing commercial practices and standards of broadcasters or digital
platform operators, access to the Licensed Content (or content licensed by Licensor) to persons
located inside the Territory or outside the Territory, as applicable.


 


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(a) Territorial Integrity.




(i) Free Television Spillover.



(A) Licensor acknowledges and agrees that Licensee’s, its Affiliates’ and its Network
Affiliates’ Broadcasts of Licensed Content by means of Free Television from within the Territory
which are intended for reception in the Territory may be received outside of the Territory (such
reception, the “Licensee Spillover”). Licensor agrees that the occurrence of Licensee
Spillover shall not be considered a breach of this Agreement so long as (1) Licensee, its
Affiliates and its Network Affiliates use their commercially reasonable efforts not to increase the
predicted noise limited coverage contour of each of their respective stations outside the Territory
beyond that authorized by the FCC as of November 1, 2010 (the “Licensee Permitted Spillover
Contour”), provided, however, that with respect to any station acquired after
November 1, 2010, the Licensee Permitted Spillover Contour shall be determined as of the closing
date of the acquisition of such station; (2) such Licensee Spillover is incidental to their
respective stations’ operations as authorized by the FCC; and (3) Licensee, its Affiliates and its
Network Affiliates do not market advertising based on the availability of such Licensee Spillover
to persons located outside the Territory. Notwithstanding the immediately preceding sentence,
Licensor and Licensee acknowledge and agree that Licensee, its Affiliates and its Network
Affiliates shall have the right and ability to (without being in breach of this Agreement) (x)
consent to the re-transmission of a Free Television channel by any Cable Television System in
Mexico more than half of the subscribers of which reside within thirty-five (35) miles from the
geographic reference coordinates of the center of the community of license of the transmission
facility of such Free Television channel (“Licensee Facility Location”); and (y) base the
price of any local advertising time or space sold on such Free Television channels in the Territory
on the ability of viewers outside the Territory to view such Free Television channels.



(B) Licensee acknowledges and agrees that Grupo Televisa’s Broadcasts of Licensed Content by
means of Free Television from within Mexico which is intended for reception in Mexico may be
received inside of the Territory (such reception, the “Televisa Spillover”). Licensee
agrees that the occurrence of Televisa Spillover shall not be considered a breach of this Agreement
so long as (1) Grupo Televisa uses its commercially reasonable efforts not to increase the
predicted noise limited coverage contour of each of their respective licensed stations into the
Territory beyond that authorized by the Comisión Federal de Telecomunicaciones and the Secretaria
de Comunicaciones y Transportes as of November 1, 2010 (the “Licensor Permitted Spillover
Contour”), provided, however, that with respect to any station acquired after
November 1, 2010, the Licensor Permitted Spillover Contour shall be determined as of the closing
date of the acquisition of such station; (2) such Televisa Spillover is incidental to Grupo
Televisa’s stations’ operations as authorized by the Comisión Federal de Telecomunicaciones and the
Secretaria de Comunicaciones y Transportes; and (3) Grupo Televisa does not market advertising
based on the availability of such Televisa Spillover to persons located inside the Territory.
Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agree
that Grupo Televisa shall have the right and ability to (without being in breach of this Agreement)
(x) consent to re-transmission of a Free Television channel by any Cable Television System in the
Territory more than half of the subscribers of which reside within thirty-five (35) miles from the
geographic reference coordinates of the center of the community of license of the transmission
facility of such Free Television channel (“Licensor Facility Location”); and (y) base the
price of any local advertising time or space on such Free Television channels in Mexico on the
ability of viewers in the Territory to view such Free Television channels.


 


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(ii) Satellite Encryption. In accordance with then prevailing commercial practices of
broadcasters of Audiovisual Content in the United States, Licensee (and its Affiliates) and Grupo
Televisa shall encrypt their respective satellite Broadcasts of Licensed Content in the Territory
and outside the Territory respectively, on a conditional access basis (i.e., access to the
Broadcast is dependent on the use of receiving equipment which decrypts the Broadcast if, and only
if, the user of the equipment is individually and specifically authorized to access the Broadcast
by the party permitted to Broadcast such Audiovisual Content). The reception of such an encrypted
satellite Broadcast or the unauthorized decryption of such a satellite Broadcast shall not be
considered a breach of this Agreement by Licensee (or its Affiliates) or Grupo Televisa,
respectively, so long as (A) such parties’ Broadcast is intended for reception only by authorized
viewers inside the Territory or outside the Territory, respectively; (B) such unauthorized
reception or decryption is unintentional and incidental; and (C) Licensee (and its Affiliates) or
Grupo Televisa, as applicable, does not market the availability of such reception or decryption to
persons located outside of its authorized territory.



(iii) Internet / Mobile Geo-Filtering. In accordance with the then prevailing commercial
practices of Internet and mobile distributors of Audiovisual Content in the United States, as
determined on a platform-by-platform basis, (A) Licensee shall use commercially reasonable efforts
to use geo-filtering technology intended to prevent, and reasonably designed to effectively
prevent, a person outside the Territory (including any Internet user, mobile device user, or
authenticated video customer of an MVPD (e.g., via so-called “TV Everywhere”)) from accessing
Internet/mobile Broadcasts of Licensed Content from within the Territory; and (B) Grupo Televisa
shall use commercially reasonable efforts to use geo-filtering
technology intended to prevent, and reasonably designed to effectively prevent, a person in
the Territory (including any Internet user, mobile device user, or authenticated video customer of
an MVPD (e.g., via so-called “TV Everywhere”)) from accessing Internet/mobile Broadcasts of
Licensed Content from Mexico. For the avoidance of doubt, it shall be insufficient for Licensee or
Licensor to use geo-filtering technology that permits Broadcasts of Licensed Content to be accessed
by a person located outside or inside the Territory, respectively, who merely furnishes an address
located, or the number of a credit card issued, outside or inside the Territory, respectively.
From time to time, Licensor or Licensee may, if it uses a specific form of geo-filtering
technology, request that the other party adopt such technology, and upon such request, such other
party shall use its commercially reasonable efforts to adopt and implement such technology. In
furtherance of the foregoing, Licensor and Licensee and their controlled Affiliates, shall use
commercially reasonable efforts to cause each of its sublicensees to use such geo-filtering
technology in accordance with this paragraph, as applicable.


 


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(iv) Intent. Grupo Televisa and Licensee acknowledge and agree that this Section
3.7(a) is intended solely for purposes of ensuring the territorial integrity appurtenant to
Licensor’s and Licensee’s rights in and to Licensed Content, and ensuring that neither Licensee nor
Licensor will be in violation of this Agreement merely because transmissions or retransmissions
from stations located inside or outside the Territory, respectively, or transmissions or
retransmissions from satellite signals intended for television stations, cable systems or
direct-to-home subscribers inside or outside the Territory, respectively, or over the Internet or
mobile platforms (or by any other Licensed Media), may be unintentionally and incidentally viewed
outside or inside the Territory, respectively, and is not intended to give Licensee or Licensor any
right to Broadcast, or license others to Broadcast, Licensed Content intended for viewing, or which
may be viewed, outside or inside the Territory, respectively, in each case except as provided in
Section 3.7(a)(i).



(b) Copy Protection; Physical Security. Each of Licensor and Licensee and their
controlled Affiliates agree to use commercially reasonable efforts to mutually agree within a
reasonable timeframe (i.e., at most twelve (12) months after execution of this Agreement) on a plan
and schedule to implement (and thereafter to implement in accordance with such plan and schedule)
appropriate copy protection technology or solutions, generally consistent with the then prevailing
commercial practices of similarly situated broadcasters in the respective territory, as determined
on a platform by platform basis. For the avoidance of doubt, such measures are intended to (i)
protect the intellectual property rights in each of the parties’ (and its controlled Affiliates’)
Broadcasts; and (ii) prevent and/or deter theft, unauthorized copying or unauthorized Broadcast,
destruction of, or unauthorized access or injury to, the materials and intellectual property rights
underlying such Broadcasts.




(c) Protective Action.



(i) Take-Down Notices. Licensee and Licensor shall each have the right, but not the
obligation, either itself or through a third party reasonably acceptable to the other party (e.g.,
BayTSP), to issue “take-down” notices with respect to any unauthorized third party Broadcasts of
Licensed Content in the Territory (and shall copy the other party on any such issuances).



(ii) Legal Action. In the event that any unauthorized third party Broadcast of Licensed
Content continues for a period of seventy-two (72) hours following the issuance of a “take-down”
notice by either party (or its third party designee), the party issuing the notice shall promptly
notify the other party, and the parties shall reasonably cooperate to address such unauthorized
third party Broadcast of Licensed Content; provided, that only Grupo Televisa shall have
the right, if appropriate, to initiate and prosecute litigation against the applicable third party;
provided, however, that Licensee may commence and prosecute such litigation (and
shall in such case inform Licensor of its actions as promptly as practicable) in the event that (A)
failure to do so immediately would result in irreparable harm to Licensee; or (B) Grupo Televisa
unreasonably fails to commence or prosecute litigation after request by Licensee.


 


26









 





(iii) Costs and Recoveries. If the party initiating such litigation requests cooperation or
assistance from the other party (in connection with Section 3.7(c)(ii)), the initiating
party will be responsible for the reasonable costs (including attorneys fees) of such cooperation
or assistance incurred by such other party. In the event of litigation (or similar action or
threatened action) against the applicable third party, any monetary remedy, award, statutory
damages, settlement or other recovery resulting from such litigation, action or threatened action
shall be allocated as follows: (A) first, to the initiating party, to recoup any costs
(including attorneys fees) incurred by the initiating party in pursuing such litigation (including
such costs incurred by the other party and reimbursed by the initiating party); and (B)
second, any remaining amounts to Licensee; provided, that Licensee shall include in
the Royalty Base an amount equal to the sum of all such remaining amounts in the applicable Royalty
period immediately following such allocation.



3.8 Offensive or Politically Insensitive Platforms. If at any time Licensor
reasonably determines that the Broadcast of Licensed Content on (a) the Univision Interactive
Network or other Spanish Language Platform owned or controlled by Licensee (other than Linear
Television Channels, for which Licensor’s withdrawal rights shall be limited to those set forth in
Section 8.10); or (b) pursuant to any Sublicensing Arrangements, would result in Licensed
Content being available on a website or other platform that contains offensive or politically
insensitive content that Licensor reasonably believes is likely to substantially and adversely
affect Grupo Televisa, then (i) Licensor may promptly provide to Licensee written notice of such
determination (including the basis therefor); and (ii) upon receipt of such notice, Licensee shall
address, as soon as reasonably practicable, or in the case of clause (b) shall use commercially
reasonable efforts to cause the owner / operator of the applicable website or other platform to
address, Licensor’s concern (including through the removal of Licensed Content from such offensive
website or platform). In no event will Licensee cause Licensed Content to be Broadcast on an adult
entertainment (as such term is commonly understood in the entertainment industry in the Territory)
site or adult entertainment platform that is owned or controlled by Licensee.



4. Sublicensing; Third Party Arrangements.



4.1 Licensee Right to Sublicense; General Requirements.



(a) Licensee Right to Sublicense. Pursuant to the terms and conditions and subject to
the exceptions and exclusions contained in this Agreement, the Licensed Rights include the right to
sublicense to third parties the right to exercise the Licensed Rights (and all other rights and
entitlements hereunder attendant and appurtenant thereto), subject, if applicable, to the approval
of Licensor pursuant to Section 4.2.



(b) General Requirements. Notwithstanding anything to the contrary herein, any
Sublicensing Arrangement or third party arrangement for a UIN Branded Experience on which any
Licensed Content is Broadcast shall comply with the following requirements (the “General
Requirements”) unless expressly waived in writing by Licensor in its sole discretion on a
case-by-case basis:



(i) Term and Use Restrictions. Licensee shall not enter into any Sublicensing Arrangement or
third party arrangement for a UIN Branded Experience: (i) with a term that is longer than the
remaining Term; (ii) that provides for Broadcast of Licensed Content outside the Territory; (iii)
that does not require geo-filtering outside the Territory (substantially consistent with
Section 3.7(a)(iii)); and (iv) that would cause Licensed Content to be distributed on an
adult entertainment site or platform.


 


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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


(ii) Linear Television Channel. Licensee shall not enter into any Sublicensing Arrangement
that involves the Broadcast of Licensed Content on any third party Linear Television Channel.



(iii) Core Controls. Any Sublicensing Arrangement must provide Licensee with the following
core controls over the Licensed Content (“Core Controls”) vis-à-vis the sublicensee, which
Licensee shall exercise as may be necessary or appropriate to comply with the provisions hereof:
(a) Licensee (and not the sublicensee) shall have editorial control of the Licensed Content and
will not permit the sublicensee to edit or manipulate such Licensed Content (e.g., mashups) without
the prior written consent of Licensee, subject at all times to the editing restrictions contained
in Section 8.8; (b) Licensee (and not the sublicensee) shall have the right to select,
refresh and withdraw Licensed Content; (c) the sublicensee shall not be permitted to sublicense the
Licensed Content; (d) the sublicensee shall not be permitted to authorize any third party to
Broadcast the Licensed Content (except that the sublicensee can place its branded applications,
embed its branded media player or employ similar branded and controlled functionality in a third
party’s sites, in each case, consistent with the then prevailing industry practices); and (e)
Licensee will have remedies that are substantially no less favorable to Licensee, mutatis mutandis,
than Grupo Televisa’s remedies set forth in Section 15.



(iv) Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third
party arrangement for a UIN Branded Experience that makes available to the applicable third party a
number of hours of Licensed Content which constitute more than *** of the total
number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third
party arrangement for a UIN Branded Experience or a number of hours of Audiovisual Content produced
or owned by Licensee which constitute less than *** of the total number of hours
of Audiovisual Content made available under such Sublicensing Arrangement or third party
arrangement for a UIN Branded Experience; provided, that the content ratio requirement set
forth in this Section 
4.2(b)(i) shall not apply to Sublicensing Arrangements or third party arrangements for
UIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory
(e.g., Netflix) relating to (i) the Broadcast of all, or substantially all, of the feed of one or
more of the Networks, the TuTv Networks and/or the Televisa Channels or (ii) the Broadcast of
individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network
or Televisa Channels within the immediately preceding thirty (30) days. For the avoidance of
doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD
distributors in the Territory shall be subject to Licensor’s reasonable approval under this
Section 4.2, and shall be subject to the other General Requirements.



(v) Long-Term Arrangements. Licensee shall not enter into any Sublicensing Arrangement or
third party arrangement for a UIN Branded Experience that has a term (including any extensions or
renewals) that is longer than ***.


 


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4.2 Licensor Approval.



(a) Licensor Approval Required. Other than as provided in Section 4.4, all
Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be
unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any
proposed Sublicensing Arrangement on the payment to Grupo Televisa of any monetary or other
consideration or on any changes to the then-existing arrangements between Licensee and Grupo
Televisa (including under this Agreement). However, in determining whether to provide such
approval, the Licensor may take into account the terms and circumstances of the proposed
Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing
Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry
standards at such time, the scope and extent of the rights to be granted under the proposed
Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall
economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be
unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of
any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or
the proposed terms if Grupo Televisa has previously entered into a contractual arrangement (which
is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the
Territory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required by
applicable Law), in each case, on terms consistent therewith.



(b) Approval in Licensor’s Sole Discretion. Notwithstanding Section 4.2(a),
Licensor may withhold its approval in its sole discretion of any Sublicensing Arrangement on a
case-by-case basis that:



(i) Non-Spanish Language Arrangements. Permits the Broadcast of Licensed Content in any
language other than Spanish (including via closed caption, SAP, or other subtitling or dubbing).



(ii) Previously Owned Platforms. Permits the Broadcast of Audiovisual Content directly or
indirectly on any platform that was owned or controlled by Licensee or its controlled Affiliates
within the immediately preceding twenty-four (24) months.



(c) Approval of Existing Sublicensing Arrangements. The parties acknowledge and agree
that the Sublicensing Arrangements set forth on Schedule 4 hereto have been approved by
Licensor as of the date hereof.



4.3 Licensor Approval Procedures.



(a) General Procedures. Licensor will appoint one or more contact persons to review
proposed Sublicensing Arrangements and one of such contact persons to have the authority to provide
approvals of Sublicensing Arrangements on behalf of Licensor. Licensee will appoint one or more
contact persons who will provide all information necessary to make an informed decision about
proposed Sublicensing Arrangements, whom Licensor is to contact with any questions and to whom
Licensor is to give its determination as to whether it will approve any applicable Sublicensing
Arrangement.


 


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(b) Digital Distribution Approval Process. Without limiting anything contained in
Section 4.3(a), the following additional procedures will apply to any Licensee request for
approval of, and any Licensor determination as to whether it will approve, any Sublicensing
Arrangement relating to digital distribution of the Licensed Content:



(i) Proposed Transaction Notice. If Licensee desires to enter into any Sublicensing
Arrangement for digital distribution, Licensee shall provide a notice of the proposed Sublicensing
Arrangement to the general counsel, chief financial officer and head of digital distribution of
Licensor, which notice shall contain the identity of the counterparty and a summary of all other
material relationships regarding Audiovisual Content with the sublicensee under such proposed
Sublicensing Arrangement. Licensee shall also provide only to the general counsel an unredacted
copy of the draft agreement or term sheet governing such Sublicensing Arrangement and a copy of the
draft agreement or term sheet redacted only so as not to disclose economic and other sensitive
terms and conditions (such agreements and description together, the “Proposed Transaction
Notice”). The general counsel may make available the unredacted copy of the draft agreement or
term sheet only to the deputy general counsel and head counsel for the television department of
Licensor and may make available the redacted copy of the draft agreement or term sheet only to such
persons as necessary to permit Licensor to decide whether to approve or reject the proposed
Sublicensing Arrangement. The general counsel of Licensor shall ensure that no employee or
consultant of Licensor involved in digital distribution operations obtains any unredacted copy of
the draft agreement or term sheet or any of the redacted information. If Licensee is prohibited
from providing Licensor with a copy of the draft agreement or term sheet, then the parties will
cooperate in good faith to determine an alternative means of providing Licensor with the requisite
information necessary for Licensor to properly evaluate the proposed transaction, without violating
any applicable contractual or other restrictions.



(ii) Evaluation Period. Licensor shall respond in writing to the Proposed Transaction Notice
(either approving or rejecting the proposed arrangement, and setting forth the basis for any
rejection) to Licensee within ten (10) Business Days of Licensee’s provision of any Proposed
Transaction Notice (the “Evaluation Period”); provided, that if the Sublicensing
Arrangement has a term (including any extensions or renewals) longer than three
(3) years but shorter than five (5) years, then the time period for such approval shall be
thirty (30) Business Days (instead of ten (10) Business Days). If Licensor does not reject a
proposed Sublicensing Arrangement in accordance with the immediately preceding sentence during the
Evaluation Period, such proposed transaction will be deemed to have been approved by Licensor on
the terms contained in the applicable Proposed Transaction Notice.



(c) Renewals; Amendments. Any renewal of a Sublicensing Arrangement will require
Licensor approval in accordance with this Section 4. For the avoidance of doubt, this
Section 4.3(c) shall not apply to any third party arrangement for a UIN Branded Experience
(as Licensor approval is not otherwise required for such arrangements). Amendments, modifications,
extensions and/or waivers to any existing Sublicensing Arrangement that would cause such
Sublicensing Arrangement to deviate in any material respect from the existing Sublicensing
Arrangement, or affect the economics or scope of rights under such Sublicensing Arrangements, or
violate any of the General Requirements, including the Core Controls will require Licensor’s
approval in accordance with the provisions of this Section 4 applicable to such
Sublicensing Arrangement, as amended. Any other amendment, modification, extension and/or waivers
to an approved Sublicensing Arrangement shall not require Licensor’s approval.


 


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4.4 Exceptions to Licensor Approval. Notwithstanding anything contained in this
Agreement:



(a) UIN Arrangements. UIN Arrangements will be permitted without Licensor approval,
do not constitute Sublicensing Arrangements, and any existing or future UIN Arrangements shall not
be subject to any of the terms and conditions of Section 4; provided, that in the
case of third party arrangements for UIN Branded Experiences only, such arrangements shall comply
with the General Requirements. Licensee shall provide Licensor with written notice (that contains
the identity of the counterparty and a summary of all material terms) substantially in the form of
Schedule 5 attached hereto as soon as reasonably practicable following its entering into
any arrangements for a UIN Branded Experience that Licensee concludes with third parties for
Broadcast of Licensed Content.



(b) MVPD Arrangements. Licensor and Licensee hereby acknowledge and agree that (i)
Licensee is currently a party to MVPD Arrangements and will, from time to time, enter into
additional MVPD Arrangements consistent with industry practice; (ii) existing and future MVPD
Arrangements shall not require Licensor’s approval; and (iii) MVPD Arrangements are not
Sublicensing Arrangements and the terms and conditions set forth in this Section 4 do not
apply to any existing or future MVPD Arrangements.



(c) Network Affiliation Arrangements. Network Affiliation Agreements will be
permitted without Licensor approval, subject to the terms and conditions of Section
1.2(a)(ii).



(d) Clip Exchange Arrangements. Clip Exchange Arrangements will be permitted without
Licensor approval, subject to the terms and conditions of Section 1.6.



4.5 Interactive Functionality; Technological Enhancements.



(a) Rights for Interactive Functionality; Technological Enhancements. Licensee’s
permitted third party sublicensees (including any third parties permitted to Broadcast the Licensed
Content in the Territory in accordance with this Section 4), MVPDs and Network Affiliates
will be permitted to add enhanced interactivity (e.g., on-screen programming guides, menus,
interactive voting systems, etc.), sharing capability, links to other community features, overlays,
squeezebacks, automated translation technology and other similar interactive functionality to
Licensed Content, and to undertake Technological Enhancements with respect to Licensed Content, in
each case, consistent with the then prevailing industry custom and practice in the Territory.



(b) Notice of Technological Enhancements. Licensee shall, at the Informational
Meetings, inform Licensor of any Technological Enhancements authorized or approved by Licensee to
be undertaken by its permitted third party sublicensees which has not been previously notified to
Licensor at prior Informational Meetings.


 


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5. Downloads.



5.1 Download to Own (DTO). Licensee’s Licensed Rights exercised by means of DTO (but not any other commercial
offering) during the Term in the Territory shall be subject to the following additional terms and
conditions:




(a) Content Minimums.



(i) Novelas. Licensor shall provide a minimum of two (2) complete Novelas (including all
chapters) to which the rights in the Territory are owned or controlled by Grupo Televisa and
selected by Licensor to be available for Broadcast by Licensee in the Territory by means of DTO at
all times during the Term. Without limiting the generality of the foregoing, Licensor shall make
available a minimum of four (4) different complete Novelas (including all chapters) to which rights
in the Territory are owned or controlled by Grupo Televisa reasonably provided over the course of
each twelve (12) month period during the Term. Licensor may provide Novelas to which the rights in
the Territory are owned or controlled by Grupo Televisa in excess of the minimum amounts in its
sole discretion. For purposes of satisfying the aforementioned minimum, Licensor shall provide to
Licensee Novelas to which the rights in the Territory are owned or controlled by Grupo Televisa,
subject to any reduction in the minimum Novela production requirements under that certain Amended
and Restated 2011 PLA Guaranty dated February 28, 2011 and effective as of January 1, 2011 by GT
in favor of Licensee, that have been initially Broadcast (on a Linear Television Channel or, as
notified by Licensee, an alternative digital distribution platform) by Licensee within the
immediately preceding eighteen (18) month period. Notwithstanding the foregoing, if Licensee has
not so Broadcast at least four (4) Novelas to which the rights in the Territory are owned or
controlled by Grupo Televisa during such period, Licensor shall provide to Licensee one (1) or more
Novelas (as applicable) selected by Licensor from Grupo Televisa’s library in order to satisfy the
annual Novela minimum (it being understood that Licensor shall provide no fewer than the number of
Novelas necessary to satisfy such minimum).



(ii) Other Content. Licensor shall provide a minimum of seventy (70) hours of non-Novela
Licensed Content selected by Licensor to be available for Broadcast by Licensee in the Territory by
means of DTO at all times during the Term; provided, that Licensor shall replace (or add)
then available non-Novela Licensed Content with a minimum of fourteen (14) hours of alternative
non-Novela Licensed Content upon Licensee’s request (which may be made no more frequently than once
every two (2) months). Licensor may provide non-Novela Licensed Content in excess of the minimum
amounts (and replace/refresh such content more frequently) in its sole discretion. For purposes of
satisfying the aforementioned minimum, Licensor shall provide to Licensee non-Novela Licensed
Content that has been initially Broadcast (on a Linear Television Channel or, as notified by
Licensee, an alternative digital distribution platform) by Licensee within the immediately
preceding eighteen (18) month period. Notwithstanding the foregoing, if Licensee has not so
Broadcast at least seventy (70) hours of non-Novela Licensed Content during such prior eighteen
(18) month period, Licensor shall provide to Licensee non-Novela Licensed Content selected by
Licensor from Grupo Televisa’s library in order to satisfy the annual non-Novela Licensed Content
minimum.



(b) Limitation to Univision Interactive Network. Licensee shall have the exclusive
right to Broadcast Licensed Content by means of DTO through the Univision Interactive Network
(pursuant to the terms and conditions and subject to the exceptions and exclusions applicable to
such Licensed Content hereunder) without Licensor’s approval, pursuant to the terms and conditions
and subject to the exceptions and exclusions of this Section 5.1. Any DTO arrangements
with third parties outside of the Univision Interactive Network are subject to Licensor’s approval
as set forth in Section 4. All DTO arrangements shall comply with the geo-filtering
provisions set forth in Section 3.7(a)(iii).


 


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(c) Delivery Format. All Licensed Content provided by Licensor for Licensee’s DTO
Broadcast shall be delivered in a format then suitable for such DTO Broadcast in the Territory, as
agreed by the parties from time to time.



(d) Selection and Removal of Licensed Content for DTO. Licensor shall have the full
rights to select and remove Licensed Content for DTO in its discretion, subject to the selection
limitations and minimum content requirements set forth in Section 5.1(a). Licensor shall
provide to Licensee at least thirty (30) days’ notice prior to any removal of Licensed Content
being Broadcast by means of DTO. Notwithstanding the foregoing, Licensee may, from time to time,
request that specific Licensed Content be made available for DTO Broadcast, and Licensor shall
consider in good faith any such requests; provided, that Licensor’s decision with respect
thereto shall be in its sole discretion and shall be final and binding.



(e) Information; Audit. For rights and administrative control purposes with respect
to the Broadcast of Licensed Content by means of DTO, Licensee shall provide to Licensor monthly
online reports (detailing downloads, payments and pricing) regarding such Broadcast, and any other
information which Licensor reasonably requests, in each case, to the extent such information is
reasonably available to Licensee. Licensee shall deliver any such information to Licensor
concurrently with its delivery of royalty calculation information for the month immediately
following the month in which such information was received in accordance with Section 9.3.
Licensor shall have the right to audit Licensee in connection with Licensee’s
Broadcast by means of DTO, as part of Licensor’s audit rights hereunder as more fully
described in Section 9.5.



(f) Price. The retail price per item of Licensed Content for consumers to purchase
Licensed Content by means of DTO shall be mutually agreed by the parties in writing in accordance
with industry standards (such agreement not to be unreasonably withheld, conditioned or delayed).
No free Licensed Content may be offered by means of DTO, other than in connection with bona fide
promotions.



(g) Limitation to DTO. For the avoidance of doubt, this Section 5.1 shall
only apply to Broadcast of Licensed Content by means of DTO, and shall not apply to any forms of
rental, lease, on demand access (including any form of DTR or other download to rent) or other
distribution of Licensed Content on a linear, streamed, temporal or otherwise non-permanent basis.



(h) Editing. Licensee’s rights to edit the Licensed Content in connection with
Broadcast by means of DTO shall be as set forth in Section 8.8.



(i) Clearances. Without limiting Licensor’s obligations under Section 8.13,
Licensor shall obtain all Clearances necessary for Licensee’s Broadcast by means of DTO of all
Licensed Content (including, for the avoidance of doubt, Novelas) provided by Licensor to Licensee
under this Section 5.1.


 


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(j) Clean Versions. Without limiting Licensor’s obligations under Section
8.1(b), Licensor shall deliver to Licensee “clean” versions (e.g., removing graphic insertions
of, voice-overs promoting and URLs of esmas.com and any other Grupo Televisa owned or operated
businesses, but not removing any product placement, promotions or mentions in the content of the
Licensed Content) of all Licensed Content provided by Licensor to Licensee for DTO Broadcast under
this Section 5.1.



5.2 Download to Rent (DTR). Licensee’s Licensed Rights exercised by means of DTR (but
not any other commercial offering) during the Term in the Territory shall be subject to the
following additional terms and conditions:



(a) Information. Licensee shall provide monthly online reports (including downloads,
payments and pricing) regarding such Broadcasts solely for purposes of Grupo Televisa’s obligations
to account and provide information to applicable third parties with respect to the Broadcast of
Licensed Content by means of DTR, and any other information which Licensor reasonably requests, in
each case, to the extent such information is reasonably available to Licensee. Licensee shall
deliver any such available information to Licensor concurrently with its delivery of royalty
calculation information for the month immediately following the month in which such information was
received in accordance with Section 9.3.



(b) No Free Content. No free Licensed Content may be offered by means of DTR, other
than in connection with bona fide promotions.



6. Additional Spanish Language Platforms; Grupo Televisa First Negotiation .




6.1 Additional Spanish Language Platforms. For the avoidance of doubt, Licensee shall
have the right to create or acquire additional Spanish Language Platforms (including additional
Spanish language Linear Television Channels) and to Broadcast Licensed Content thereon, pursuant to
the terms and conditions and subject to the exceptions and exclusions contained in this Agreement,
which Spanish Language Platforms will then be included for purposes of calculating the Royalty
Base.



6.2 Grupo Televisa Rights of First Negotiation for Services. In the event that
Licensee elects (in its sole discretion) to create additional Spanish language Linear Television
Channels during the Term, Grupo Televisa shall be entitled to a Right of First Negotiation to
provide general channel programming, advisory, production and/or technical services (which
services, for the avoidance of doubt, shall not include the production of any individual
Audiovisual Content), as negotiated between the parties; provided, that the aforementioned
Right of First Negotiation shall not apply in the event that Licensee creates a new Spanish
Language Linear Television Channel with a third party that provides a specific and significant
contribution to the creation and programming arrangement or scheduling of such channel other than
merely contributing financing thereto, and such third party provides the aforementioned services to
such Linear Television Channel.



6.3 No Impact on Licensee Rights. The Right of First Negotiation set forth in
Section 6.2 shall not permit Licensor to seek to enjoin or obtain an injunction prohibiting
or delaying Licensee’s creation of an additional Spanish Language Platform (including any
additional Spanish language Linear Television Channels) and to Broadcast Licensed Content thereon.


 


34









 





7. Notification and Acceptance of Programming; Scheduling Cooperation.



7.1 Timing of Availability. Each item of Licensed Content shall be made available by Licensor to Licensee for Broadcast
pursuant to the terms of this Agreement (and the Licensed Rights with respect thereto shall vest):



(a) with respect to each item of Licensed Content not addressed in the following provisions of
this Section 7.1, upon the first to occur of (i) the date when such Licensed Content is
initially Broadcast by Grupo Televisa in any Licensed Media; or (ii) the date when such Licensed
Content is first made available for Broadcast by any third party in any Licensed Media;



(b) with respect to each Movie, upon the conclusion of the then applicable “first-run”
theatrical availability window (as is then commonly understood in the motion picture industry in
the Territory); provided, that for the avoidance of doubt, (i) any theatrical “re-release”
of a Movie shall not have any effect on the availability of the applicable Movie to Licensee; and
(ii) with respect to any Movie not initially theatrically released (e.g., a “direct-to-video”
Movie) the availability shall be in accordance, mutatis mutandis, with Section 7.1(a);



(c) with respect to each Pantelion Movie, upon the commencement of the then applicable Free
Television availability window (as is then commonly understood in the motion picture industry in
the Territory); provided, that for the avoidance of doubt, any theatrical “re-release” of a
Pantelion Movie shall not have any effect on the availability of the applicable Pantelion Movie to
Licensee; and



(d) with respect to each item of Ancillary Content, upon the first to occur of (i) the date
when such Ancillary Content is initially Broadcast by Grupo Televisa; (ii) the date when such
Ancillary Content is first made available for Broadcast by any third party in Licensed Media; or
(iii) the date when the applicable Licensed Content to which the Ancillary Content is related is
actually first Broadcast by Licensee in the Territory.



For the avoidance of doubt, rights to Televisa Produced Clips or Licensee Produced Clips shall be
available (and the Licensed Rights with respect thereto shall vest) upon the availability and
vesting (in accordance with this Section 7.1) of the applicable item of Licensed Content
from which such clips are excerpted.


 


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7.2 Availability Notices; Requests for Delivery.



(a) New Programs and Movies. At least as often as the first Business Day of each
calendar quarter, Licensor will deliver a written notice (an “Availability Notice”) to
Licensee specifying the Programs and Movies that (i) have become available to Licensee hereunder
since the delivery of the preceding Availability Notice; or (ii) may no longer be available to
Licensee hereunder (detailing the reason for such unavailability) (it being understood that the
first Availability Notice, which Licensor shall deliver to Licensee no later than April 1, 2011,
shall only be required to include those Programs and Movies that have become available to Licensee
since the Effective Date). Each Availability Notice shall specify, for each such Program or Movie,
(A) the name, length, number of episodes (if readily available), genre and content type; (B) Rights
Restrictions (if any); and (C) Clearances (if any) that have not been obtained that would prohibit,
restrict or impair Licensee’s Licensed Rights to such Programs or Movies. For purposes of this
Section 7.2(a) only, the term “Program” shall refer to Programs initially Broadcast, or
intended for initial Broadcast, on a Linear Television Channel.



(b) Library Programs and Movies. No later than forty-five (45) days following the
Effective Date, Licensor shall deliver to Licensee a list that contains, to the best of Licensor’s
knowledge, all Programs and Movies available to Licensee hereunder as of the Effective Date (a
“Library Availability Notice”). The Library Availability Notice shall specify, for each
such Program or Movie, the name, length, number of episodes (if readily available), genre and
content type of such Program or Movie. For purposes of this Section 7.2(b) only, the term
“Program” shall refer to Programs initially Broadcast, or intended for initial Broadcast, on a
Linear Television Channel.



(c) Other Licensed Content. Promptly following the Effective Date, each of Licensor
and Licensee shall designate a contact person to, over the first twelve (12) months following the
Effective Date, collaborate in good faith to determine a reasonable process, format and timetable
for Licensor to provide Licensee (and, following such determination, Licensor shall so provide
Licensee) with adequate information regarding other Licensed Content available to Licensee
hereunder. If no such process, format and timetable has been agreed by the end of such twelve (12)
month period, then thereafter, the Availability Notice delivered under Section 7.2(a) shall
include all Licensed Content as opposed to only Programs and Movies and provide the information
specified under Section 7.2(a) with respect to such Licensed Content. Notwithstanding the
foregoing, it is understood and agreed that this Section 7.2(c) shall not apply to (w)
those Programs and Movies that are governed by Sections 7.2(a) and (b); (x)
Pantelion Movies (which are governed by Section 3.5); (y) Licensed Soccer Games (which are
governed by Section 10); and (z) Ancillary Content (which is governed by Section
8.12).



(d) Requests for Delivery. Upon the request of Licensee, Licensor shall deliver to
Licensee whatever materials are reasonably available with respect to any available Licensed
Content, at Licensee’s expense to the extent Licensee requests more than a pilot or representative
episode or clip with respect to an available item of Licensed Content. If Licensee desires
delivery of any available Licensed Content, it shall notify Licensor of its request for delivery,
at any time, in a writing specifying the name of the desired available Licensed Content and such
other information as may reasonably be requested by Licensor to complete delivery of the requested
Licensed Content.


 


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7.3 Cooperation. Until the Information Tail Date and subject to applicable Law,
Licensor shall cooperate in good faith with Licensee, to the extent that such cooperation does not
interfere with its businesses, in Licensee’s efforts to schedule, market and promote Licensee’s
programming services and offerings, by attending the Informational Meetings (which may include
separate meetings for television, motion picture and digital programming) and providing Licensee
with brief descriptions of Programs, Movies, Pantelion Movies, and other material items of Televisa
Publications Content anticipated to be licensed hereunder that are in production or have been
“greenlit” or otherwise set for production, anticipated availability dates for such items of
Licensed Content, and other information reasonably requested by Licensee when such information
becomes available to Grupo Televisa; it being understood that any programming or production
schedules so provided would be subject to modification and that no representation or warranty is
being or would be made with respect thereto. Notwithstanding the foregoing, Licensor shall have no
obligation to provide to Licensee any information under this Section 7.3 (a) regarding any
such items of Licensed Content that are in production or have been “greenlit” or otherwise set for
production that Licensor believes in good faith will not become available for Broadcast in the
Territory until after the Term, (b) during the final year prior to the Information Tail Date, to
the extent that Licensor believes in good faith that the disclosure of such information to Licensee
would competitively disadvantage Grupo Televisa, or (c) that is subject to legal or third party
contractual confidentiality restrictions. For the avoidance of doubt, the obligations of the
parties under this section shall not in any way limit, restrain, expand or otherwise modify any of
the independent obligations of the parties contained elsewhere in this Agreement.



8. Delivery, Expenses and Use of Licensed Content.



8.1 Delivery Procedure; Clean Versions.



(a) Delivery of Licensed Content. Following Licensee’s sending a request for delivery
of an item of Licensed Content pursuant to Section 7.2(d) of this Agreement, Licensor shall
deliver to Licensee, at Licensee’s expense, a visual and aural reproduction of each such item of
Licensed Content either (at Licensee’s election and subject to Licensor’s reasonable ability to
comply with such election) via satellite (at Licensee’s risk of loss if delivery via satellite is
requested less than forty-eight (48) hours in advance of scheduled Broadcast), electronic delivery
of files or any other intangible means of delivery, or on such form of videotape, disc or other
device as reasonably requested by Licensee, formatted and suitable for Broadcast in the Territory
in a digital or other format for each applicable Licensed Media, as reasonably requested by
Licensee and as soon as reasonably available. Without limiting the generality of the foregoing,
until further notice by Licensee to Licensor, Licensee requests access to a high definition feed
(if available) for any live events. Licensed Content will be deemed delivered by Licensor when
transmitted to the satellite or when delivered or made available digitally, or if shipped by
courier, when actually received.



(b) Delivery of “Clean” Versions. Licensor shall deliver to Licensee “clean” versions
(e.g., removing graphic insertions of, voice-overs promoting and URLs of esmas.com and any other
Grupo Televisa owned or operated businesses) of all items of Licensed Content delivered to Licensee
pursuant to this Agreement; provided, that Licensee shall not be required to remove any
product placement, promotions or mentions in the content of any item of Licensed Content;
provided, further, that this Section 8.1(b) shall not apply to (i) any
Library Programs for which Grupo Televisa does not have, at the time of the delivery, such a
“clean” version (“Special Library Programs”); and (ii) live Programs and other Programs
Broadcast simultaneously by Grupo Televisa and Licensee (in the case of (ii), to the extent that
production and delivery of such a “clean” version to Licensee would not be reasonably practicable,
or would require Grupo Televisa to incur incremental costs). Licensor shall inform Licensee, prior
to delivery of any item of Licensed Content requested by Licensee, if such item of Licensed Content
falls under clause (i) or (ii) of this Section 8.1(b) such


 


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that Licensor will not deliver to Licensee a “clean” version of such Licensed Content. Licensee shall be permitted to produce, at
its own expense and subject to the consent of the Televisa Editing and Dubbing Appointee in
accordance with Section 8.8(e), “clean” versions of any such Licensed Content. For the
avoidance of doubt, if for any reason Licensor fails to deliver a “clean” version of any Licensed
Content other than Special Library Programs or live Programs described above, Licensee shall have
the right to produce such a “clean” version pursuant to Section 8.8(b)(v), and Licensor
shall reimburse Licensee for the costs associated therewith as set forth in Section 8.8(f).
Licensor’s obligation to deliver “clean” versions under this Section 8.1(b) will not apply
to Televisa Publications Content, to which the provisions of Section 1.3(b)(i)(A) will
apply.



8.2 Inspection of Delivered Programs. Licensee agrees that as soon as practicable
following receipt of delivery of any Licensed Content through any medium, it will examine such
delivery to determine
whether it is physically suitable for Broadcast on all applicable Licensed Media and, if
applicable, will notify Licensor immediately upon detecting any defect rendering such delivery
unsuitable for such Broadcast. In such cases, Licensor shall promptly re-deliver such Licensed
Content at its own expense through any medium (at Licensee’s reasonable election).



8.3 Destruction or Erasure of Delivered Programs. Licensee agrees to destroy any
video tape, disc or other physical device and/or erase any electronic files embodying Licensed
Content (and deliver to Licensor a certificate of destruction and/or erasure in connection
therewith), in each case, as soon as practicable following the end of the Term (or as reasonably
requested by Licensor in writing in connection with a withdrawal pursuant to Section 8.10).
Licensee shall pay all costs of destroying such videotapes, discs or other physical devices or
erasing such electronic files.



8.4 Ownership; Risk of Loss. Any videotapes, discs or other physical devices or
intangible media (including electronic files) embodying Licensed Content shall at all times remain
the property of Grupo Televisa, subject to Licensee’s rights as herein provided. The risk of loss,
damage, destruction or disappearance of any physical device, if any, shall be borne by Licensee
from the time of delivery to Licensee. As to any video tape, disc or other physical device or part
thereof lost, stolen, destroyed or damaged after delivery to Licensee, Licensee shall pay Licensor
the cost of replacement thereof, which payment shall be limited to the cost of replacing the raw
video tape, disc or other physical device.



8.5 Restrictions on Duplication. Except as provided herein, Licensee will not, and
will not authorize others to copy or duplicate any Licensed Content unless necessary for the
Broadcast by Licensee and any permitted third parties contemplated hereby (or the promotion of such
Broadcasts). Licensee shall cause any permitted third party in possession of any duplicate or copy
(whether in tangible form (e.g., discs, tapes) or intangible form (e.g., digital media files)) of
any part of the Licensed Content (including trailers) to return such duplicate or copy at, or at a
reasonable time prior to, the end of the Term (or as reasonably requested by Licensor in writing in
connection with a withdrawal pursuant to Section 8.10), and Licensee shall destroy or erase
(or cause to be destroyed or erased) such duplicate or copy (whether in tangible form (e.g., discs,
tapes) or intangible form (e.g., digital media files)) of any part of the Licensed Content
(including trailers), in accordance with Section 8.3. Upon receipt of written request from
Licensor, an officer of Licensee shall certify in writing the destruction or erasure of all such
copies.


 


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8.6 Name and Likeness Rights; Promotions. Licensor will furnish to Licensee glossy
prints and digital copies of still photos, synopses, cast lists and all other promotional material
for the promotion of the Licensed Content, if available. Licensor grants to Licensee, without
additional payment beyond the Royalty, the right and license to use and license others to use (a)
Grupo Televisa’s name and logos and the Televisa Channel Marks; and (b) unless Licensee is advised
by Licensor that rights of Licensor and its Affiliates are limited (in which case, to the extent
not limited), to use and license others to use the name and likeness of, and biographical material
concerning, each star, featured performer, writer, director and producer in the Licensed Content
and the titles and trademarks of each item of Licensed Content and fictitious persons and locales
therein, for
advertising and publicity of the Licensed Content, and any broadcaster or sponsor thereof, but
not for direct endorsement of any product or service; provided, that any such use by the
broadcaster or sponsor thereof will protect the copyrights of Grupo Televisa and shall not include
any fee or royalty payable to Licensee or its Affiliates expressly and/or primarily for such use.
To the extent available to Licensor (or any applicable Affiliate) after reasonable efforts,
Licensor will furnish Licensee with music cue sheets for the Licensed Content and the information
necessary for administration of rights payments and compliance with FCA Section 507. Subject to
the foregoing, and subject to Licensor’s approval (not to be unreasonably withheld, conditioned or
delayed), which consent may be provided by the Televisa Editing and Dubbing Appointee, Licensee
shall have the right to produce its own promotional material for or from the Licensed Content
(including audio promotions for or from audio tracks of the Licensed Content). Grupo Televisa
shall permit its proprietary artists to appear on behalf of or for Licensee for promotional or
programming purposes at mutually agreeable times (which agreement shall not be unreasonably
withheld), at Licensee’s expense, it being agreed that Licensor may not be able to require an
artist to appear, all requests to and contacts with Grupo Televisa’s proprietary artists shall be
made through a representative designated by Licensor (provided that if the designated
representative of Licensee for these purposes has requested in writing to the designated
representative of Licensor for these purposes to be informed as to whether an artist is under
contract with Grupo Televisa and such designated representative of Licensor has not responded to
such designated representative of Licensee within seven days of receipt of such request, Licensee
may try to contact such artist without going through Licensor or its designated representative),
and such designated representative of Licensor shall not be required to approve any appearance
which would interfere in any material respect with Licensor’s operations or productions.



8.7 Credits. Except as provided in Section 8.8, Licensee agrees to include in
its Broadcasts of Licensed Content all copyright notices and all credits made part of Licensed
Content (including credits for stars, directors, producers and writers).



8.8 Editing.



(a) Editing Restricted. Licensee shall have no rights to edit or make changes or
deletions to Licensed Content (other than Licensed Mexican Soccer Games, to which Section 10.3(e)
shall apply) except as expressly set forth in this Section 8.8. Licensee may from time to
time request by notice to the Televisa Editing and Dubbing Appointee that Licensor make any other
edits (other than those set forth in Sections 8.8(b), 8.8(c) and 8.8(d),
which shall not require the approval of Licensor), and Licensor may elect to make such requested
edits or refuse the request in its sole discretion. The Televisa Editing and Dubbing Appointee
shall be Licensee’s primary contact with Licensor for the delivery of any editing request by
Licensee, and for Licensor to deliver its decision and, if applicable, the edited Licensed Content
to Licensee.


 


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(b) Editing by Licensee. Licensee shall have the right to edit and make changes and
deletions (and, with respect to only clause (ii) of this Section 8.8(b), additions of
recaps) to Licensed Content, without any requirement of consent by or consultation with Licensor or
the Televisa Editing and Dubbing Appointee, only in order to:



(i) Internal Credits. Eliminate identical internal credits when episodes of any Licensed
Content air back-to-back on any Linear Television Channel;



(ii) Program Length. Adjust Licensed Content length to applicable standard U.S. format
lengths (e.g., 30-60-90-120 minute lengths for Linear Television Channels, and such other standards
(if any), now or in the future, that are applicable to other Licensed Media for Audiovisual Content
produced for initial or primary Broadcast by means of such Licensed Media), by cutting or adding
recaps to starts or finishes;



(iii) Commercials. Insert commercials (during natural breaks to the extent applicable) in
Licensed Content;



(iv) Irrelevant Material. Eliminate any of the following specific material from Licensed
Content only to the extent not relevant to U.S. Hispanic audiences: (A) phone numbers and addresses
outside the Territory, (B) information regarding contests, sweepstakes and lotteries that are not
available in the Territory, (C) advertisements for or promotions of goods and services that are
illegal in the Territory, (D) promotional offers, discounts and other offers related to goods or
services for advertising purposes that have expired or are illegal in the Territory, and (E)
information on dates and locations of specific events (e.g., concerts or live sports events)
outside of the Territory that have already occurred; and



(v) Clean Versions of Programs. Correct any failure by Licensor to deliver a “clean” version
of any Licensed Content (other than any Special Library Program) in accordance with Section
8.1(b).



(vi) Non-Conforming Promotional Content. Eliminate promotional materials in Televisa
Publications Content to the extent permitted under Section 1.3(b)(i)(A).



(c) Edits for Timing. Licensee may, after reasonable consultation of the Televisa
Editing and Dubbing Appointee, (i) edit episodes of Novelas Broadcast by means of a Linear
Television Channel in order to end such Novela by creating recaps on a limited basis to cause the
final episode to be Broadcast at strategically competitive times (e.g., Thursday and Friday) and
(ii) reduce the length of credits of Licensed Content so that the opening credits are no longer
than ninety (90) seconds in length and closing credits are no longer than thirty (30) seconds in
length (or, for Licensed Content not being Broadcast by means of a Linear Television Channel, such
credit lengths as are then appropriate).


 


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(d) Edits for Regulations and Broadcast Standards. Licensee shall have the right to
edit and make changes, additions (e.g. disclaimers and blurrings) and deletions to Licensed
Content, after reasonable consultation with the Televisa Editing and Dubbing Appointee but without
any requirement of consent by Licensor or the Televisa Editing and Dubbing Appointee (it being
agreed that Licensee in any event will have the right to make such edit following a period of
twenty-four (24) hours after giving notice to the Televisa Editing and Dubbing Appointee), only in
order to:



(i) Government Regulations. Comply with applicable government rules and regulations,
including FCC regulations; and



(ii) Broadcast Standards and Practices. Comply with Licensee’s (or its applicable controlled
Affiliates’) generally applicable broadcast standards and practices from time to time in effect.
Licensee shall provide Licensor with its broadcast standards and practices (and any modifications
thereto) for any Licensed Media that is then regulated by the FCC or other governmental
organization in the Territory. Licensee shall meaningfully consult with Licensor in connection
with the establishment of its broadcast standards and practices for any Licensed Media that is then
unregulated by the FCC or other governmental organization in the Territory (including by providing
Licensor and the Televisa Editing and Dubbing Appointee with a copy of such proposed broadcast
standards and practices at least thirty (30) days prior to Licensee’s adoption thereof (and shall
provide any proposed updates to such broadcast standards and practices at least two (2) weeks prior
to the effectiveness thereof). Licensee shall consider in good faith any comments provided by
Licensor to Licensee in connection with such consultation on any non-regulated Licensed Media, and
shall act reasonably in determining whether to accept any such comments. Licensee shall not use
any broadcast standards and practices in a manner intended to circumvent the editing restrictions
set forth in this Section 8.8.



(e) Editing Authorized by Televisa Editing and Dubbing Appointee. Except as provided
in Section 8.8(b), 8.8(c) and 8.8(d), Licensee shall have the right to edit
and make changes and deletions to Licensed Content only with the prior written consent of the
Televisa Editing and Dubbing Appointee (which consent may be withheld if the Televisa Editing and
Dubbing Appointee’s determines in its good faith discretion that the applicable edit would
adversely impact the integrity or artistic quality of the applicable Licensed Content) in order to:




(i) Televisa Spoiler Content. Eliminate any Televisa Spoiler Content;



(ii) Goods and Services. Eliminate material regarding advertisements for or promotions of
goods and services that are not available in the Territory (other than for the reason specified in
Section 8.8(b)(iv)(C));



(iii) Promotional Offers, Discounts and Other Offers. Eliminate material regarding
promotional offers, discounts and other offers that are not available in the Territory (other than
for the reason specified in Section 8.8(b)(iv)(D);



(iv) Eliminate / Consolidate Episodes. Eliminate or consolidate episodes that contain more
than fifteen (15) minutes of recap material;


 


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(v) Irrelevant Material. Eliminate any material (other than the specific material set forth
in Section 8.8(b)(iv)) to the extent not relevant to U.S. Hispanic audiences;



(vi) Wind-Up of Licensed Content. Facilitate wind-up of Licensed Content cancelled in
accordance with this Agreement;



(vii) Interactivity. Add enhanced interactivity (e.g., on-screen programming guides, menus,
interactive voting systems, etc.), sharing capability, links to other community features, overlays,
and squeeze-backs to Licensed Content consistent with then-prevailing industry custom and practice
(it being understood that this clause (vii) shall apply only
to edits made by Licensee, and that such edits made by MVPDs and other third parties shall be
governed by Section 4.5);



(viii) Clean Versions of Special Library Programs. Create a “clean” version of any Special
Library Program, to the extent a “clean” version of such Special Library Program was not delivered
by Licensor to Licensee in accordance with Section 8.1(b); and



(ix) Licensee Produced Clips. Create Licensee Produced Clips from Programs and Movies, but
not from Licensed Mexican Soccer Games (to which this Section 8.8(e)(ix) shall not apply,
and which shall be governed instead by Section 10.3(e)).



(f) Miscellaneous. The editing rights hereunder shall be subject to applicable Law
and applicable contractual rights of unaffiliated third parties of which Licensor informs Licensee
in writing at or prior to the time of delivery to Licensee of such Licensed Content (provided that
Licensor agrees to use good faith efforts not to permit to exist any such contractual
restrictions). Licensee will pay for editing requested by Licensee and performed by Licensor at
Licensor’s incremental cost; provided, that Licensor will pay (and promptly reimburse
Licensee) for any editing costs related to Licensor’s obligation to deliver a “clean” version of
any Licensed Content to the extent required under Section 8.1(b) upon provision by Licensee
of appropriate documentation evidencing such costs.



(g) Televisa Editing and Dubbing Appointee. The Televisa Editing and Dubbing
Appointee will be primarily located at Licensee’s principal facility, which is currently located in
Miami, Florida (or such other location mutually agreed by the parties). Licensee shall provide the
Televisa Editing and Dubbing Appointee with sufficient access to its personnel and facilities and
sufficient notice of proposed edits in order to monitor the editing proposed to be undertaken by
Licensee pursuant to this Section 8.8 and Licensee’s compliance with the provisions of this
Section 8.8 and to make determinations hereunder. The Televisa Editing and Dubbing
Appointee will also have the right to recommend policies to prevent unauthorized editing. If such
policies are acceptable to Licensee, acting reasonably, Licensee will implement and enforce such
policies and the Televisa Editing and Dubbing Appointee will be provided with sufficient access to
monitor compliance with such policies. All compensation and benefits provided to the Televisa
Editing and Dubbing Appointee shall be paid by Licensor. All determinations by the Televisa
Editing and Dubbing Appointee shall be documented in writing.


 


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(h) Derivative Works. For the avoidance of doubt, to the extent that, as a result of
Licensee’s exercising any of its editing rights hereunder with respect to any Licensed Content,
such edited Licensed Content constitutes a “derivative work” under the United States Copyright Act,
such derivative work shall nevertheless remain the sole property of Licensor (subject to the rights
granted to Licensee hereunder).



(i) Other Changes to the Programs. For the avoidance of doubt, and notwithstanding
anything to the contrary contained in this Section 8.8, none of Licensee’s actions with
respect to the Licensed Content pursuant to, and in accordance with, Sections 1.2(b),
4.5, 8.9(c), or 8.11(c) or (d) shall be subject to the terms and
conditions of this Section 8.8 (other than Section 8.8(h)).



(j) Not Applicable to Licensed Mexican Soccer Games. Notwithstanding anything
contained in this Section 8.8, none of the restrictions on Licensee’s rights to edit or
make changes, deletions or additions under this Section 8.8 will apply to Licensed Mexican
Soccer Games, to which the provisions of Section 10.3 will apply.



8.9 Product Placement.



(a) Cooperation. Licensor and Licensee intend to cooperate effectively in order to
exploit reasonable opportunities for product placement and integration in Licensed Content to be
Broadcast in the Territory.



(b) Points of Contact. Each of Licensor and Licensee shall appoint a single person to
act as point of contact for such efforts. Such contact persons shall cooperate to make each party
aware of commercial opportunities for product placement or integration in Licensed Content to be
Broadcast in the Territory and, in any event, each such contact person will present such
opportunities (not previously disclosed to the other) at the first Informational Meeting following
such contact person’s learning of such opportunities.



(c) Exchange of Products. The parties will work together so that, to the extent
technologically feasible, Licensee, with prior approval of Licensor (on a good faith basis), may
substitute products of advertisers to whom Licensee has sold product placement in exchange for
products placed by Grupo Televisa in recorded Licensed Content, so long as such substituted
placement does not adversely affect in any way, as determined by Licensor in good faith, the
artistic quality and/or integrity of the Licensed Content. By way of example and not in
limitation, Licensor may determine not to approve such substitutions in the relevant recorded
Licensed Content if any person or entity, including any director, producer or actor in or of such
recorded Licensed Content, in his, her or its sole and absolute discretion does not want the
substitution, or if Licensor believes that proposing such substitution would harm its relationship
with such director, producer or actor. For the avoidance of doubt, Licensee shall not substitute
products in Licensed Content initially Broadcast simultaneously, by Grupo Televisa and Licensee;
provided, that the contact persons will cooperate in order to pre-record segments that may
be inserted by Licensee in the time segments designated by Licensee in such Licensed Content
Broadcast simultaneously. An Affiliate of GT which is capable of effecting such substitution will
have the Right of First Negotiation / First Refusal to perform such substitution. For the
avoidance of doubt, revenues with respect to substitution as provided in this paragraph shall be
included in the Royalty Base.


 


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(d) Licensee Requests. Licensor will consider in good faith requests of Licensee,
made from time to time, to effectuate product placement and/or integration by Licensee’s
advertisers in Licensed Content during their production and/or post-production stage and will use
commercially reasonable efforts to keep Licensee informed of commercial opportunities during such
stage. While Licensor shall have no obligation to effectuate such product placement and/or
integration, Licensor shall make the determination as to whether to comply with such requests in
good faith. By way of example and not in limitation, Licensor may determine not to comply with
such requests if any person or entity participating during the production and/or post-production of
the Licensed Content in question, including any director, producer or actor in or of such Licensed
Content, in his, her, or its sole and absolute discretion
does not want the product placement and/or integration, or if Licensor believes that proposing
the product placement and/or integration would harm its relationship with such director, producer
or actor. For the avoidance of doubt, revenues with respect to placement and/or integration as
provided in this paragraph shall be included in the Royalty Base.



(e) Costs. In the event that Licensor or its Affiliates effectuate product placement
and/or integration during production or post-production of any Licensed Content by Licensee’s
advertisers or otherwise at Licensee’s written request, Licensee will pay the costs for such
placement and/or integration (which such costs will need to be agreed between Licensee and Licensor
prior to effectuation of the product placement and/or integration) upon provision by Licensor of
appropriate documentation evidencing such costs.



(f) Notification of Refusal. Within five (5) Business Days of any determination by
Licensor that it will not include product placement requested by Licensee, Licensor will inform
Licensee of such determination and the reasons therefor.



(g) Licensor Policies. All product placement and integration requests shall be
subject to the policies and rules of Grupo Televisa’s sales department from time to time in effect
that Licensor has prior to such time provided to Licensee; provided, that such policies and
rules shall not limit, expand or otherwise modify Licensor’s obligations with respect to such
requests as set forth under this Section 8.9.



(h) Not Applicable to Licensed Mexican Soccer Games. Notwithstanding the foregoing
and for the avoidance of doubt, the terms and conditions relating to product placement in this
Section 8.9 shall not apply to Licensed Mexican Soccer Games, to which the provisions of
Section 10 shall apply.



8.10 Licensor Withdrawal of Programs. Subject to Section 12.1 and Licensee’s
remedies for a breach thereof, Licensor may, in its sole and absolute discretion, withdraw any
Licensed Content and terminate any license with respect to such Licensed Content if Licensor
reasonably determines that the Broadcast thereof is likely to: (a) infringe the rights of third
parties; (b) violate any Law; or (c) otherwise subject Licensor to any material liability. In the
event of any such withdrawal or termination, Licensor shall give Licensee as much notice as
reasonably practicable, and the parties shall have no obligations to each other with regard to
Licensed Content not produced, subject to Section 12.1 and Licensee’s remedies for a breach
thereof.


 


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8.11 Digitization; Technological Enhancements.



(a) Requests. With respect to any particular item of Licensed Content (and without
limiting Licensee’s rights and obligations under Section 8.11(d) with respect to HD
up-conversion and/or down-conversion), Licensee may request from Licensor reasonable information
regarding whether such item of Licensed Content has been subject to digital conversion or
Technological Enhancements, and Licensor shall promptly respond to such requests (including by
providing Licensee with a brief description of such digital conversion or Technological
Enhancements and any applicable technical specifications therefor); provided, that
no inadvertent failure by Licensor to comply with the foregoing shall constitute a breach of
this Agreement.



(b) Televisa Digitization and Technological Enhancements. If Licensee has requested
delivery of Licensed Content in a digital or other format in accordance with Section 8.1(a)
but Grupo Televisa does not then have such digital or other format of such Licensed Content,
Licensee may request, by delivery of a Technology Services Request to Licensor, the conversion or
Technological Enhancement of such Licensed Content to such digital or other format. If Licensor
reasonably determines that such conversion or Technological Enhancement would not interfere with
its digitization efforts or other businesses, then Licensor shall, at the sole cost and expense of
Licensee, undertake such process in accordance with Licensee’s requested Technical Specifications
and a schedule mutually agreed between Licensor and Licensee (which schedule shall include a
reasonable “cushion” period for unforeseen delays and contingencies); provided,
however, that Licensor shall not have any obligation to undertake any such process until
Licensor has prepared and delivered to Licensee a Technology Services Budget for such process, and
Licensee has agreed to such budget. In the event that Licensor or an Affiliate thereof does
undertake any such conversion or Technological Enhancement, Licensee will pay the costs and
expenses for such conversion or Technological Enhancement (in accordance with the agreed Technology
Services Budget) upon provision by Licensor or an Affiliate thereof of appropriate documentation
evidencing such costs and expenses.



(c) Licensee Digitization and Technological Enhancements. If, following Licensee’s
delivery of a Technology Services Request with respect to any requested Technological Enhancement,
Licensor is unwilling or unable to undertake the requested process for any reason, then, so long as
such Licensed Content has already been converted into, or was created in, a digital format, and
subject to Licensor’s approval over the Technical Specifications, Licensee shall be permitted to
undertake or procure such Technological Enhancement at its own cost and expense.


 


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(d) High Definition (HD) Conversion. Notwithstanding anything contained in this
Section 8.11, the following terms and conditions shall apply to HD conversion: Licensee
shall inform Licensor when it intends to undertake up-conversion of Licensed Content to HD or
down-conversion of Licensed Content from HD, and will specify the HD format and up-conversion
and/or down-conversion methods and standards that it intends to use. In the event Licensee uses as
a basis for converting programs to HD format the standards determined, from time to time, by the
National Television System Committee or Advanced Television System Committee (or one of their
successors), Licensee shall not require approval from Licensor for the up-conversion or
down-conversion described in this paragraph; otherwise, Licensee shall require approval from
Licensor, which shall not be unreasonably withheld or delayed. Once format(s) and conversion
method(s) have been established by the procedure set forth in the immediately preceding sentence,
Licensee may continue to use such format(s) and conversion method(s) to up-convert or down-convert
Licensed Content without Licensor’s consent.



8.12 Ancillary Content.



(a) Ancillary Content Requests. With respect to any particular item of Licensed
Content, Licensee may request from Licensor reasonable information regarding what
Ancillary Content is currently (or anticipated by Licensor to be) available for Broadcast by
Licensee in the Territory in connection with such Licensed Content, and Licensor shall promptly
respond to such requests (including by providing Licensee with a brief description of any such
Ancillary Content and any applicable content specifications (e.g., duration, resolution, etc.) with
respect thereto); provided, that no inadvertent failure by Licensor to comply with the
foregoing shall constitute a breach of this Agreement.



(b) Delivery of Ancillary Content. In connection with the delivery of Licensed
Content to Licensee, Licensor shall deliver to Licensee any available, existing Ancillary Content
with respect to such Licensed Content to the extent requested by Licensee.



(c) Ancillary Content Production Requests. From time to time, Licensee may deliver a
notice to Licensor requesting the production of Spanish language Ancillary Content relating to an
item of Licensed Content for use by Licensee, so long as Grupo Televisa has not already created
such material or similar material. Any such notice shall specify the desired type and content of
the material (including the applicable content specifications (e.g., duration, resolution, etc.)
with respect thereto) and the desired schedule for production thereof in detail reasonably specific
and sufficient to permit Licensor to evaluate the request. Licensor shall consider in good faith
each such request; provided, that Licensor shall have no obligation to consider requests
submitted by Licensee after the Information Tail Date. In the event that Licensor in its sole
discretion elects to undertake any such production, it shall do so in accordance with the
specifications requested by Licensee and a schedule mutually agreed between Licensor and Licensee
(which schedule shall include a reasonable “cushion” period for unforeseen delays and
contingencies); provided, that Licensor shall not undertake such production until Licensor
has prepared and delivered to Licensee an Ancillary Content Budget for such production, and
Licensee has agreed to such budget. Licensee will pay the costs and expenses for such production
(in accordance with the agreed Ancillary Content Budget) upon provision by Licensor of appropriate
documentation evidencing such costs.



(d) Inclusion in License. For the avoidance of doubt, any Ancillary Content produced
by Licensor with respect to any Licensed Content (including any audiovisual material produced
pursuant to this Section 8.12) shall be included in the Licensed Content (and shall be
licensed to Licensee hereunder).


 


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8.13 Digital Distribution Clearances.



(a) Responsibility for Obtaining and Paying for Digital Distribution Clearances. As
between Licensee and Licensor, Licensor (or an Affiliate thereof) shall pay all costs associated
with obtaining Clearances in connection with Licensee’s Broadcast of Licensed Content in Licensed
Media by means of digital distribution throughout the Territory during the Term (subject only to
the deduction from DTO revenue of incremental clearance fees necessary for Broadcast by means of
DTO, as more fully described in the definition of “Net DTO Margin”), and shall obtain such digital
distribution Clearances to the extent set forth in clauses (b) and (c) below. For
the avoidance of doubt, this Section 8.13(a) shall not apply to payments for music public
performance rights, which shall be governed by Section 12.1(e).



(b) Clearances for Digital Distribution of New Content. Licensor shall use
commercially reasonable efforts (which may include paying industry standard fees and other costs
that are customarily required for the Broadcast of similar content by similar means in the
Territory) to obtain (by the availability date for each item of Licensed Content under Section
7.1), all Clearances necessary for the exercise of the Licensed Rights by means of digital
distribution by Licensee in the Licensed Media during the Term in the Territory of each such item
of Licensed Content. As more fully described in Section 7.2(a), each Availability Notice
shall specify any applicable Clearances that have not been obtained with respect to the Licensed
Content set forth therein, notwithstanding such efforts.



(c) Clearances for Digital Distribution of Library Programs. It is understood and
agreed, subject to (and without limiting) Licensor’s representations and warranties set forth in
Section 12.1, that Licensor may not presently have obtained all necessary Clearances for
the digital distribution of all Library Programs in the Territory. Notwithstanding the foregoing,
Licensor represents and warrants that Licensor has obtained all Clearances necessary for the
exercise of the Licensed Rights by means of digital distribution by Licensee of Library Programs in
the Licensed Media during the Term in the Territory (other than live programs, talk shows and / or
live entertainment magazine shows) that were solely produced by Grupo Televisa following January 1,
2002; it being understood and agreed that there may be a de minimis amount (e.g., less than
approximately ten percent (10%)) of the total number of hours of such Library Programs with respect
to which Grupo Televisa does not have all Clearances required for such digital distribution.
Without limiting the foregoing, Licensee may from time to time request from Licensor, and Licensor
shall provide within a reasonable time, information about whether any particular Library Programs
are not fully cleared for Licensee’s Broadcast by means of digital distribution in the Licensed
Media throughout the Territory during the Term. Licensee may from time to time (but no more
frequently than monthly) request in writing that Licensor or an Affiliate thereof obtain any
Clearances necessary for the exercise of the Licensed Rights by means of digital distribution in
the Licensed Media by Licensee during the Term in the Territory of one or more of such Library
Programs, which request shall include Licensee’s reasonably desired Broadcast schedule and the
applicable Licensed Media for which Clearances are required with respect to such Library Programs.
Upon receipt of such request, Licensor or an Affiliate thereof shall use commercially reasonable
efforts (which may include paying industry standard fees and other costs that are customarily
required for the Broadcast of similar content by similar means in the Territory) to obtain the
requested Clearances in a timely fashion so as to permit Licensee to Broadcast such Library
Programs in the applicable Licensed Media in accordance with the desired Broadcast schedule.


 


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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


9. Royalty.



9.1 Calculation of the Royalty and Royalty Base.



(a) Royalty. For the period beginning upon the Effective Date and continuing until
the expiration of the Term, Licensee shall pay Licensor a royalty (the “Royalty”) in cash
in an aggregate amount equal to the sum of:



(i) 11.91% of the Royalty Base, increasing to 16.22% of the Royalty Base after December 31,
2017 (such increase not to be applied retroactively to periods prior to and including December 31,
2017), plus



(ii) 2.0% of the excess, if any, of the Royalty Base over $1,648,900,000 per calendar year (it
being understood and agreed that for purposes of any Royalty calculation covering only a portion of
a calendar year, such amount shall be prorated based on the number of days in such portion divided
by 365), plus




(iii) 50% of Net DTO Margin.




(b) ***.



 


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(c) Adjusted Royalty Upon Sale or Demotion of Soccer Teams. Notwithstanding anything
contained in Section 9.1(a) and (b), the Royalty percentages set forth in
Sections 9.1(a) and (b) may be reduced pursuant to and in accordance with the
express provisions of Section 10.



(d) Royalty Base. The following terms and conditions shall apply for purposes of
defining and calculating the Royalty Base:



(i) Definition of Royalty Base. “Royalty Base” means all revenues (whether or not the
sources of such revenue are now or hereafter in existence), billed or billable by Licensee or its
controlled Affiliates to any third party (for this purpose, including Affiliates that are not
controlled), derived or generated (A) from the exploitation or operation of those Spanish Language
Platforms in the Territory during the Term on which (1) Licensee has been licensed by Licensor the
right to Broadcast Licensed Content hereunder (and Licensor has provided any necessary consents or
approvals requested by Licensee and required under this Agreement to permit the Broadcast of
Licensed Content on such Spanish Language Platform(s)), whether or not Licensed Content is actually
Broadcast on such Spanish Language Platform, or such revenues are or are not derived or generated
from the Broadcast of Licensed Content on such Spanish Language Platforms; and (2) Audiovisual
Content of any kind is then being, or has at any time after the date hereof been, Broadcast by
Licensee or its controlled Affiliates (“Royalty Base Platforms”) or (B) from (1) any
Sublicensing Arrangements (it being understood that all Sublicensing Arrangements are subject to
approval by Licensor pursuant to Section 4), (2) any Network Affiliation Agreements through
which Licensee is permitted hereunder to license to a Network Affiliate the right to Broadcast any
Licensed Content; (3) any MVPD Arrangements through which Licensee is permitted hereunder to
license to an MVPD the right to Broadcast any Licensed Content; and (4) any UIN Branded Experiences
through which Licensee is permitted hereunder to license the right to Broadcast any Licensed
Content, including in each of cases (A) and (B) to the extent applicable, (I) net advertising
revenue (including revenue from time sales, product placements or integration, or sponsorships);
(II) net subscriber fee revenue (whether such fee revenue is advertising-based, subscription-based
or otherwise and by whatever name, categorization or characterization thereof); (III) net
distribution revenues (including subscriber fees, retransmission consent payments, or license or
use fees or royalties); (IV) net interactive media revenues (including from advertising,
subscription or transactional); and (V) net transactional revenue (including per-use, lease or
rental fees, purchase prices, or site-specific monetary accounts, but excluding any revenue from
the sale of Audiovisual Content by means of DTO), subject, in each case, to the terms and
conditions of this Section 9 (including the deductions and exclusions set forth in this
Section 9.1).


 


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For the avoidance of doubt, “Royalty Base” shall also include any National Representation
Commissions and JSA Income and any other revenues (and reflect any exclusions and deductions), if
any, expressly designated as part of the Royalty Base in this Agreement. The provisions of clause
(B) above in this Section 9.1(d)(i) shall not expand the grant of rights hereunder to allow
Licensee, its controlled Affiliates, Network Affiliates, MVPDs or permitted
sublicensees to Broadcast Licensed Content or any portion thereof other than on a Spanish Language
Platform (except to the extent provided in Section 3.2). The provisions of clause (B)
above shall also not result in the “Royalty Base” including revenues (by whatever name,
categorization or characterization thereof) billed or billable by Licensee or its controlled
Affiliates derived or generated from any agreement with a distributor or aggregator of
multi-lingual Audiovisual Content (e.g., Comcast, YouTube, Apple / iTunes) for the distribution of
a Licensee owned or controlled platform or program offering (e.g., an English language television
network or other English language distribution platform, including channels, sites or applications)
on which platform Licensee, its controlled Affiliates, Network Affiliates, MVPDs or permitted
sublicensees are then not permitted to Broadcast Licensed Content hereunder.



(ii) Deductions from Royalty Base. For purposes of calculating the Royalty Base, and in order
to ensure that, with respect to the matters described in clauses (A) through (E) below, Licensor is
paid a Royalty only on the amounts Licensee and its controlled Affiliates actually receive and
retain, the following deductions (by whatever name, categorization or characterization) shall apply
(to the extent that the billed or billable amounts relating to such deductions were included in the
Royalty Base):



(A) Advertising agency commissions, volume discounts and prompt pay discounts actually paid to
or retained by third parties or incurred and deducted by third parties;



(B) Obligatory holdbacks and costs imposed by third parties (e.g., for third party reselling
of online or mobile remnant inventory) and actually paid to or retained by third parties or
incurred and deducted by third parties (i.e., the Royalty will only be payable on amounts billed or
billable by Licensee and its controlled Affiliates, less amounts to which such third parties are
entitled);



(C) Revenue shares and participations paid or payable to third parties (i.e., the Royalty will
only be payable on amounts billed or billable by Licensee and its controlled Affiliates, less
amounts to which such third parties are entitled) solely in connection with the exploitation of
Licensed Content or content owned or controlled by Licensee or its controlled Affiliates through
(i) Sublicensing Arrangements for which the revenue share or participation arrangement has been
disclosed to Licensor in a Proposed Transaction Notice and Licensor has subsequently approved such
Sublicensing Arrangement pursuant to Section 4; and (ii) MVPD Arrangements if the terms and
conditions of the revenue share or participation of the MVPD Arrangements are consistent with then
applicable industry standards (or more favorable to Licensee and its controlled Affiliates);


 


50









 





(D) Revenue shares or participations paid or payable to third party counterparties to UIN
Arrangements for UIN Branded Experiences (i.e., the Royalty will only be payable on amounts billed
or billable by Licensee and its controlled Affiliates, less amounts to which such third parties are
entitled) with respect to an UIN Branded Experience, or on whose platform the UIN Branded
Experience resides, if such revenue share or participation arrangement has previously been
disclosed to Licensor in the notice provided to Licensor under Section 4, such revenue
share or participation is solely with respect to the exploitation of Licensed Content or content
owned or controlled by Licensee or its controlled Affiliates, and if
the terms and conditions of such revenue share arrangement are consistent with then applicable
industry standards (or more favorable to Licensee and its controlled Affiliates); and



(E) Advertising revenue derived or generated from any Licensee (or its controlled Affiliate’s)
media outlets other than the Royalty Base Platforms, up to an amount equal to US$5,000,000 per
calendar year.



(iii) Exclusions from Royalty Base. For the avoidance of doubt, the Royalty Base shall not
include any revenues from any third party (whether or not the sources of such revenue are now or
hereafter in existence) from any of the following: (A) direct marketing by tangible mail,
electronic mail (that does not include Audiovisual Content) or inserts, phone or in person; trade
shows; physical point of sale promotions; hard coupons; premiums; event sponsorships and ticketing;
sale or lease of Broadcast spectrum; reimbursement for hard costs incurred in connection with the
production and delivery of advertisements for third parties; and activation fees paid by
advertisers for the provision of non-audiovisual advertising including sponsorship mentions, logos
and signage at live events (e.g., the Latin Grammy Awards) except to the extent that such mentions,
logos and signage are intentionally Broadcast by Licensee or any controlled Affiliates on any
Linear Television Channel; (B) services provided to third parties (including talent) such as
website construction services, hosting services, translation services (e.g., CNET), production
services, content management services, infrastructure integration management services, third party
subscription management services, advertising sales representation services for third parties that
are not Network Affiliates (e.g., Univision Partner Group), research services, traditional public
relations services, loyalty program services and general advisory services; (C) merchandising, sale
and/or distribution of goods (e.g., sale of t-shirts, Blu-Rays, ringtones, promotional goods)
which, for the avoidance of doubt, may not incorporate any Licensed Content, by any and all means,
whether now known or hereafter devised (including by means of the Internet); (D) any licensing of
trademarks (other than Grupo Televisa trademarks); (E) radio and any other exploitation of audio
only content (e.g., audio streaming, audio downloads, satellite/digital radio); and (F) DTO
exploitation of Audiovisual Content.


 


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(iv) Valuing Barter. For purposes of the Royalty Base, (A) media for media barter shall be
valued at one hundred percent (100%) of fair value determined by reference to the average unit
price for advertising sold for cash to third parties in the Audiovisual Content in which the barter
is Broadcast; and (B) all other barter transactions where Licensee and its controlled Affiliates
are provided goods and/or services in lieu of cash, such barter transactions will be valued at one
hundred percent (100%) of fair value of the non-cash goods or services received by any of Licensee
and its controlled Affiliates in consideration of the advertising time or space. Notwithstanding
the foregoing, and subject to the first sentence of Section 9.1(d)(v), if Licensee or its
controlled Affiliate sells a business or assets to, or acquires a business or assets from, a third
party (that is not a controlled Affiliate of Licensee) in which Royalty Base Platform advertising
time or space is committed to such third party (in the case of a sale) or all or a portion of the
consideration is Royalty Base Platform advertising time or space (in the case of an acquisition),
Licensee will provide Licensor with its reasonable determination of the relative fair value (as
such concept is described in Emerging Issues Task Force Issue 00-21 or any successor issue or
standard) of such advertising time or space and the basis of such determination. If Licensor
disagrees with Licensee’s determination, Licensor may require
Licensee to engage a nationally recognized appraisal firm to determine the relative fair value
of such advertising time or space; provided, that Licensee will not be required to engage
such an appraisal firm if its determination in the immediately preceding sentence had been based on
an appraisal of such a nationally recognized appraisal firm. The value of such advertising time or
space as calculated pursuant to the two preceding sentences shall be included in the calculation of
the Royalty Base.



(v) Unsold Inventory. The use of unsold inventory by (a) Licensee or its controlled
Affiliates or by Grupo Televisa, pursuant to and in accordance with Section 11; or (b)
Venevision, in each case, shall not be considered advertising revenue for the purposes of, or be
included in calculating, the Royalty Base (it being understood that such unsold inventory shall be
valued at $0 for purposes of calculating the Royalty Base). Notwithstanding the immediately
preceding sentence, (A) audiovisual commercial advertising co-branded by Licensee or its controlled
Affiliates and a third party with respect to which more than twenty percent (20%) of the duration
of such commercial advertising content directly promotes the third party or third party brands
shall not be considered unsold inventory for purposes of the immediately preceding sentence and
shall be included in the Royalty Base; and (B) for banners or other advertising co-branded by
Licensee or its controlled Affiliates and a third party, only revenues from those banners or other
advertising that predominantly promote the third party or third party brands will be considered
advertising revenue (and any other banners or other advertising shall be considered unsold
advertising for purposes of the immediately preceding sentence), the amount of which advertising
revenue will be determined on an arm’s-length basis for the purposes of, and included in
calculating, the Royalty Base.



(vi) Joint Ventures. It is understood and agreed that if Licensee or any of its Affiliates
enters into a joint venture, partnership or similar arrangement with a third party (which such
joint venture, partnership or similar arrangement itself is not a controlled Affiliate of Licensee)
with respect to a Spanish Language Platform on which, as a result of a consent by Licensor under
Section 4, Licensee has rights to Broadcast Licensed Content, and revenues from such
Spanish Language Platform would otherwise be included in the Royalty Base, only Licensee’s and/or
its Affiliates’ share of revenues (and costs) from such arrangement will be included in the
calculation of Royalty Base (and any deductions therefrom).


 


52









 






(vii) Certain Third Party Arrangements.



(A) Network Affiliates. For the avoidance of doubt, the Royalty Base shall not include (I)
amounts billed or billable by Licensee or its controlled Affiliates, or paid to Licensee or its
controlled Affiliates, that are actually paid to or retained by Network Affiliates and that would
otherwise constitute revenue of the Network Affiliates; or (II) revenues billed or billable by any
Network Affiliates that are not billed, billable or received by Licensee or its Affiliates.



(B) Other Counterparties. For the avoidance of doubt, the Royalty Base shall not include (I)
amounts billed or billable by Licensee or its controlled Affiliates, or paid to Licensee or its
controlled Affiliates, that are actually paid to or retained by counterparties to Sublicensing
Arrangements, MVPD Arrangements and/or UIN Branded Experiences and, in each case, that would
otherwise constitute revenue of the applicable
counterparty; or (II) revenues billed or billable by counterparties to Sublicensing
Arrangements, MVPD Arrangements and/or UIN Branded Experiences, in each case, that are not billed,
billable or received by Licensee or its Affiliates.



(viii) Sale of Assets. For the avoidance of doubt, in the event that Licensee or any of its
Affiliates enters into an outright sale or other transfer of any business or assets (e.g.,
Broadcast rights to one or more World Cup games, a station or other Spanish Language Platform),
then, subject to Section 9.1(d)(iv) (if applicable), the revenues from such sale or other
transfer shall not be included in the Royalty Base.



(ix) No Double Counting. For the avoidance of doubt, (A) in the event that any items of
revenue or deduction are covered by more than one component of the Royalty Base, for the purposes
of calculating the Royalty Base, any such items will be included or deducted, respectively, only
once (i.e., there shall be no double counting of revenues or deductions), and (B) with respect to
any items of revenue included in the Royalty Base (or deductions therefrom), arising out of
transactions by and between Licensee or any controlled Affiliate, on the one hand, and a third
party (for these purposes including any Affiliates that are not controlled), on the other hand,
there will be no double counting of revenues (or deductions therefrom) billed or paid solely among
Licensee and its controlled Affiliates with respect to such revenues (or deductions) (i.e., there
will be no double counting of revenues received from the third party (or deductions therefrom), and
revenues internally billed by and among Licensee and its controlled Affiliates (and deductions
therefrom).



(x) Example Calculations. Schedule 6 sets forth example calculations of the Royalty
Base for 2009. The parties acknowledge and agree that their understanding of the application of
the provisions of this Section 9.1 to the 2009 results is as set forth on Schedule
6.



(xi) No Modification of License. For the avoidance of doubt, nothing contained in this
Section 9.1(d) is intended to or shall be deemed to modify Section 1.1 hereof or
the license granted pursuant thereto.


 


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(xii) Anti-Avoidance. Licensee agrees that it will, and will cause its Affiliates to, (i) use
good faith efforts not to structure arrangements or agreements in a manner intended to cause
revenues (by whatever name, categorization or characterization thereof) of transactions or series
of related transactions that would otherwise be included in the Royalty Base not to be included in
the Royalty Base (for illustrative purposes only, including by entering into a sublicensing
arrangement that does not include Licensed Content within six (6) months of entering into a
Sublicensing Arrangement with the same sublicensee that includes Licensed Content in order to avoid
revenue from the former being included in the Royalty Base); (ii) ensure that each of the Packaged
Sales Transaction Process and Allocations are made on an arm’s-length basis and in good faith; and
(iii) not enter into, effect or undertake any transaction, or structure any arrangement or
agreement with an Affiliate that is not a controlled Affiliate, that would cause any revenues (by
whatever name, categorization or characterization thereof) that would otherwise be included in the
Royalty Base to be billed or billable by such non-controlled Affiliates, and thus excluded from the
Royalty Base.



9.2 Payment Schedule. The Royalty shall be paid by Licensee to Licensor currently on
a monthly basis on the twelfth (12th) Business Day after the end of each month in a
single payment, based upon Licensee’s good faith best estimate at such time of the amounts accrued.
Appropriate adjustments (the “Adjustments”) will be made to the Royalty on a quarterly
basis within forty-five (45) days after the end of each quarter, the full amount of which shall be
paid by Licensee or credited in Licensee’s favor against future payments by Licensee, as the case
may be, with the next monthly payment of the Royalty for any difference between the amounts so paid
and those finally determined to have accrued. In all cases, the calculation of the Adjustments
will be made by Licensee as promptly as practicable, but in any case in time to be delivered to
Licensor with such payment.



9.3 Royalty Calculation. All payments made pursuant to this section shall be in cash
in U.S. currency and shall be accompanied by a royalty calculation, calculated regardless of the
amount of Licensed Content licensed hereunder or whether such Licensed Content are Broadcast,
detailing by segment (as Licensee and its auditors believe in good faith would be required to be
reported under the rules of the U.S. Securities and Exchange Commission (assuming it was a
reporting party under such rules), or, if not so determined to be so required under such rules or
such rules cease to exist, in its general reports to its primary corporate level senior lenders, or
such other segments as may be agreed by the parties acting reasonably) each of the components of
the Royalty Base and any deductions or exclusions therefrom, and setting forth the amount of
royalty payable based on the monthly financial information prepared for Licensee’s internal
reporting purposes which are estimates and subject to the more formal closing procedures performed
quarterly and annually, as well as any DTO or DTR information required to be delivered to Licensor
in accordance with Sections 5.1(e) or 5.2(a), respectively. Within forty-five (45)
days after each quarter end, Licensee will provide a royalty calculation including the same
categories of information as the monthly royalty statements, showing the calculation of the Royalty
Base as reported in its quarterly financial statements, and truing up the monthly financial
information to the quarterly financial information. Prior to delivery to Licensor, all royalty
calculations (whether monthly, quarterly, annual or otherwise) shall be reviewed and approved by
the highest-ranking accounting officer of Licensee or the executive officer to whom such senior
accounting officer reports. Each of Licensee and Licensor will appoint a contact person who is
knowledgeable of the calculation of the Royalty Base to coordinate with each other, and Licensee’s
contact person will provide to Licensor further information and documentation as reasonably
requested, which may include worksheets and workpapers used for or underlying such calculation.
Starting with its 2011 financial statements, Licensee will include in the segment footnote to its
audited financial statements (including those filed with the SEC, if any) a line item, which will
be defined in such footnote, to include only the Royalty Base, except for a reconciling item to
adjust barter revenues to fair value to the extent needed.


 


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9.4 Audit Rights. The computation of the annual Royalty Base will be reviewed within
ninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’s
independent certified public accounting firm in connection with the audit of Licensee’s
consolidated financial statements. By the one hundred and eightieth (180th) day of each
fiscal year, such accounting firm will deliver a certificate to Licensor in the form of
Schedule 7 hereto (with such changes as may be required due to a change in accounting firm
or due to a change in rules governing the issuance of such reports by
independent certified public accounting firms) attesting to the accuracy of the Royalty Base
computation, including any Allocations contained therein, and the amount of the royalty payable to
Licensor, in all respects material to such Royalty Base; provided, however, that
Licensee shall not be in breach of this obligation if a change in the rules governing such
accounting firm’s profession results in the issuance of the certificate being prohibited for
reasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and as
promptly as practicable, obtain such certificate from an alternate accounting firm of national
standing (it being understood that if as a result of the rule change, no accounting firm of
national standing is able to provide such certificate, then for so long as such rule change remains
in effect, Licensee shall have no further obligations regarding such certificate). Within the same
time period, the chief financial officer of Licensee will deliver a certificate to Licensor in the
form of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and the
amount of the royalty payable to Grupo Televisa, in each case in all respects material to such
Royalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate to
Licensor in the form of Schedule 9 hereto attesting that the Advertising Packaged Sales
Transaction Process has been made at arm’s-length and in good faith in all respects material to the
Royalty Base. Licensee shall pay for the preparation of such certificates and their delivery to
Licensor.



9.5 Additional Certificates and Services. In connection with the audit rights
contained herein, including with respect to the Royalty Base, DTO information and DTR information,
Licensor may request additional certificates and services either from Licensee’s accounting firm or
from a firm of certified public accountants chosen by Licensor. The fees and expenses of the
certified public accountants providing such additional certificates and performing such additional
services pursuant to this Section 9 shall be paid by Licensor, unless such verification
results in an adjustment in Licensor’s favor equal to or greater than five percent (5%) of the
annual amount originally computed by Licensee, in which case such fees and expenses shall be paid
by Licensee. Following delivery of any of the certificates described in Section 9.4,
Licensor may, at its election, initiate an audit by an independent auditor (which shall be a firm
of certified public accountants) designated by Licensor of the computation of the Royalty Base, the
Packaged Sales Transaction Process and/or Allocations having been made on an arm’s-length basis and
in good faith; provided, that with respect to any year, if any certificate is not provided
within the time frame set forth in Section 9.4, or if Licensee fails to file its annual
report by the time required under the rules of the SEC (assuming for these purposes that it is a
publicly reporting company), Licensor may


 


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initiate an audit with respect to any time period at any time and from time to time thereafter, until all certificates set forth in Section 9.4 are
timely provided and (if required) Licensee’s annual report is timely filed for a subsequent year;
provided, that such provision and filing shall not terminate any audit then in progress.
Licensee agrees to provide any such certified public accountants with access to all business,
financial and accounting records of Licensee and its Affiliates that are relevant to determine
whether the Royalty Base has been properly computed and/or whether Allocations and/or Packaged
Sales Transaction Process have been made on an arm’s-length basis and in good faith, and to provide
reasonable access to relevant personnel of Licensee or any of its Affiliates. If Licensor’s
accountants notify Licensor of a finding that Licensor believes is likely to constitute a breach of
this Agreement, Licensor will notify Licensee within fifteen (15) days of such notification and
will thereafter permit Licensee to meet at a reasonable time and place with such accountants to
discuss such finding.



9.6 Packaged Sales. With respect to Packaged Sales, Licensee shall, from time to time
upon the written request of Licensor (but in any event no more frequently than two (2) times in any
calendar year during the Term), meet with Licensor to discuss detailed information, which will be
provided reasonably in advance of such meeting, as to the Packaged Sales made since the immediately
preceding meeting by the top fifty (50) revenue sources (by dollar amount). Such information will
include a schedule of such top fifty (50) revenue sources’ involvement in Packaged Sales,
including, for each such revenue source, the dollar amount sold and/or allocated by Licensee or its
controlled Affiliates to each media platform or other revenue category or, if applicable, each
portion of a media platform or other revenue category to the extent revenues of a media platform or
revenue category (or portion of a media platform) may include revenue described in both clauses (a)
and (b) of the definition of “Packaged Sales,” and rates, discounts (if applicable), and terms of
sales. For Packaged Sales involving Allocations, the information shall include the dollar amount
allocated to each media platform and the allocation methodology used. For Packaged Sales not
involving Allocations, the information shall include final price information for the amount sold in
each media platform. Following each such meeting, Licensor will be entitled to reasonably request
additional information of the same type with respect to up to five (5) additional revenue sources
and their respective sales which are not among such top fifty revenue sources, and Licensee agrees
to provide such information within forty-five (45) days after such request. Licensor will provide
its requests no later than fifteen (15) Business Days after the conclusion of each such meeting.



9.7 Taxes. Licensee shall pay and shall be responsible for any and all sums payable
on account of sales, use or other similar taxes arising out of or relating to the licensing or
Broadcast by Licensee of the Licensed Content, or any other exploitation of the Licensed Rights by
Licensee, and any personal property or other tax assessed or levied by any governmental unit
arising out of or relating to the storage or possession of the Licensed Rights or Licensed Content
by Licensee.


 


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9.8 Withholding. Licensee may deduct and withhold from any payment to or for the
account of Licensor pursuant to this Agreement, such amounts as it in good faith determines it is
required to withhold with respect to such payment under applicable Territory federal and state tax
laws, and shall promptly remit such amounts to the appropriate taxing authority. Within thirty
(30) days of any such remittance, Licensee shall furnish to Licensor the original or certified copy
of a receipt evidencing payment, or other evidence of payment reasonably requested by Licensor.
Licensor shall deliver to Licensee a duly completed IRS Form W-8BEN (or successor form thereto)
claiming complete exemption from, or a reduced rate of, United States withholding tax on payments
made by or on behalf of Licensee pursuant to this Agreement, and shall update such form as required
by Law or reasonably requested by Licensee. For so long as Licensor has complied with its
obligation pursuant to the preceding sentence, any Territory withholding tax required to be made
by Licensee with respect to payments made pursuant to this Agreement shall be made at a rate not
exceeding the rate required by Law giving effect to the IRS Form W-8BEN (or successor form)
delivered by Licensor to Licensee. Licensee shall cooperate in any reasonable manner requested by
Licensor to minimize Licensor’s withholding tax liability.



9.9 Venevision PLA. Grupo Televisa agrees not to provide any notice pursuant to
Section 4.2 of the Venevision PLA in such a manner that will result in an increase of the
“Program Royalty” (as defined in the Venevision PLA) payable to Venevision under the Venevision
PLA.



9.10 Late Payments. If Licensee is more than thirty (30) days late in paying any
amount due to Licensor under this Section 9, such late amounts shall thereafter bear
interest at a rate equal to twenty-five percent (25%) per annum plus any applicable withholding.



9.11 Payments for Prior Periods. Licensee shall remain obligated to pay (to the
extent it has not already done so) any amounts payable in respect of November 2010 and December
2010, in accordance with, and subject to the terms and conditions of, the Third Amended and
Restated Program License Agreement as though such agreement remained in effect, and shall not make
any adjustment reducing amounts payable under the Third Amended and Restated Program License
Agreement with respect to any period prior to November 1, 2010. Licensor shall have audit rights,
and Licensee shall have obligations relating thereto (including the provision of certificates),
with respect to such amounts payable in respect of November 2010 and December 2010, in accordance
with, and subject to the terms and conditions of, the Third Amended and Restated Program License
Agreement as though such agreement remained in effect with respect to such months. Except as set
forth in this Section 9.11, Licensee shall have no obligation to make any payments to
Licensor under this Agreement with respect to any revenue billed or billable by Licensee or its
Affiliates prior to the Effective Date.



10. Mexican Soccer.



10.1 Owned Teams.



(a) Grant of Rights. Licensor hereby licenses to Licensee, on an exclusive basis, (i)
the Soccer Rights to Owned Teams and Additional Owned Teams; and (ii) other Broadcast-related
rights (e.g., including with respect to use of marks, Broadcast advertising rights, and venue
access rights, but excluding non-Broadcast related rights such as merchandising or in-venue
advertising rights) then being licensed to Grupo Televisa under Mexican Soccer League License
Agreements for comparable Non-Owned Teams (the “Owned Team Soccer Rights”).


 


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(b) Soccer Rights. The “Soccer Rights” will include, with respect to Home
Games of any Mexican Soccer League team, the following rights, on an exclusive basis, throughout
the Territory during the Term, to the full extent of the rights owned or controlled by Grupo
Televisa now or in the future:



(i) the right to Broadcast in all Licensed Media in all languages all such games (and excerpts
and clips thereto);



(ii) the right to sublicense (in accordance with Section 4) the rights herein granted
to such games; and



(iii) the right to use marks, names and likenesses of persons and entities involved in such
games in the Broadcasts of such games and promotions of such Broadcasts.




(c) Royalty; No Mexican Soccer Fee.



(i) Royalty. For purposes of calculating the Royalty payable by Licensee to Licensor under
Section 9.1 (and subject to any applicable reductions pursuant to this Section 10),
revenues with respect to the Owned Team Soccer Rights shall be included in the Royalty Base to the
extent they would be included subject to, and in accordance with, the terms and conditions of,
Section 9.1 (including any applicable deductions and exclusions).



(ii) No Mexican Soccer Fees. There shall be no Mexican Soccer Fees, payments or other amounts
payable to Licensor with respect to the Owned Team Soccer Rights (other than the inclusion of
revenues in the Royalty Base as described in Section 10.1(c)(i)).




(d) Sale of Owned Teams.



(i) América. If Grupo Televisa sells América during the Term, Licensor shall cause such sale
to be conditioned on Licensee continuing to be licensed the Owned Team Soccer Rights for América
until the earlier of (A) seven (7) years following such sale; or (B) the expiration of the Term.
If Licensor does not continue to license to Licensee the Owned Team Soccer Rights for América
following such seven (7) year period after any such sale (but prior to the expiration of the Term),
then the Royalty percentages set forth in Sections 9.1(a)(i) and 9.1(b)(i)(A) shall
be reduced by 0.616% and 0.628%, respectively, on a prospective basis for the remainder of the Term
(or for such period of time as Licensee is not licensed the Owned Team Soccer Rights for América).



(ii) Other Owned Teams. If Grupo Televisa sells an Owned Team (other than América) during the
Term (and does not continue to license to Licensee the Owned Team Soccer Rights to such Owned Team
for the remainder of the Term under the terms of Section 10.1(a) and (c)), Licensor
shall, at its election, either:



(A) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and
9.1(b)(i)(A) by 0.154% and 0.157%, respectively, on a prospective basis for the remainder
of the Term; provided, that if Grupo Televisa acquires an Additional Owned Team subsequent
to any such Royalty reduction and licenses to Licensee the Owned Team Soccer Rights for such
Additional Owned Team, the Royalty percentages will be re-adjusted to their pre-reduction levels
starting in the month in which Home Games of such Additional Owned Team are first Broadcast by
Licensee and the Additional Owned Team will thereafter be treated as an Owned Team; or


 


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(B) license to Licensee the Soccer Rights for (1) a Non-Owned Team that is generally
comparable or superior to such sold Owned Team; provided, that selecting a Non-Owned Team
for purposes of this clause (B) that is then being licensed to Licensee pursuant to Section
10.2 shall require the prior written approval of Licensee in its sole discretion; or (2) an
Additional Owned Team. No Mexican Soccer Fee under Section 10.2(b)(ii) or other
consideration for the Soccer Rights to any such Non-Owned Team other than the Royalty as
contemplated by Section 10.1(c) shall be paid by Licensee. For purposes of
demotion, such Non-Owned Team shall be governed by Section 10.1(e). Any such
Additional Owned Team so licensed to Licensee will thereafter be treated as an Owned Team.



(iii) Continuation of Rights. Licensor agrees to cause any sale under Section
10.1(d)(ii) to be conditioned on Licensee continuing to be licensed the Owned Team Soccer
Rights for the applicable sold Owned Team (excluding América) at least until the June 30
immediately following such sale (and in no event shall such license terminate earlier than six (6)
months following such sale or during any season in progress).



(iv) Status of Sold Team. Any sold Owned Team for which Licensor does not continue to license
to Licensee the Owned Team Soccer Rights for the remainder of the Term shall cease to be an Owned
Team for purposes of this Section 10.




(e) Demotion of Owned Teams.



(i) América. In the event that América is demoted from the First Division for any season (or
part of a season) during the Term (the period of a demotion being a “Non First Division
Period”), Licensor shall either, at its option:



(A) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and
9.1(b)(i)(A) by 0.616%% or 0.628%, respectively, during such Non First Division Period; or



(B) negotiate in good faith with Licensee regarding the continued license of Owned Team Soccer
Rights for América during such Non First Division Period and an appropriate reduction to the
Royalty percentages set forth in Sections 9.1(a)(i) and 9.1(b)(i)(A) during such
Non First Division Period; or



(C) license Soccer Rights consistent with the Owned Team Soccer Rights for another team from
the First Division that is generally comparable or superior to América.


 


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If Licensor elects to proceed under either clause (A) or clause (C) above, all Owned Team Soccer
Rights to América licensed to Licensee hereunder with respect to América shall immediately be
suspended for the duration of the Non First Division Period. If América rises back to the First
Division during the Term, all Owned Team Soccer Rights for América shall again be effective and
shall automatically and immediately be licensed to Licensee, and any reduction in the Royalty under
clauses (A) or (B) or license to replacement games under clause (C) of this Section
10.1(e)(i), as applicable, shall automatically and concurrently be terminated. Notwithstanding
Licensor’s rights to make an election under this Section 10.1(e)(i), Licensee shall have
the right to require Licensor to choose to proceed under clause (B); provided, that if
Licensor and Licensee shall fail to agree on an appropriate Royalty reduction within a reasonable
period of time (notwithstanding their attempts to negotiate in good faith with respect thereto),
then Licensor shall be free to select an option under clauses (A) or (C) in its discretion.



(ii) Other Owned Teams. In the event that an Owned Team (other than América) or a replacement
thereof under a previous exercise of Section 10.1(e)(ii)(A) is demoted from the First
Division for any Non First Division Period, Licensor shall either, at its option:



(A) license to Licensee the Soccer Rights for a Non-Owned Team or Additional Owned Team that
is generally comparable or superior to such demoted team (which team may be a team for which
Licensor is then licensing Soccer Rights to Licensee pursuant to Section 10.2, in which
case such team shall continue to be a Non-Owned Team or Additional Owned Team but Licensee shall
pay only the Royalty rather than the Mexican Soccer Fee under Section 10.2(b)(ii), and this
Section 10.1(e) shall thereafter apply to such replacement team); or



(B) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and
9.1(b)(i)(A) by 0.154% and 0.157%, respectively, for the duration of the Non
First Division Period.



In either case, all rights to Home Games played by the demoted team licensed to Licensee hereunder
shall immediately be suspended for the duration of the Non First Division Period. If the demoted
team rises back to the First Division during the Term, all Owned Team Soccer Rights for the demoted
team shall again be effective and shall automatically and immediately be licensed to Licensee, and
any reduction in royalty under clause (B) or license to replacement games under clause (A) of this
Section 10.1(e)(ii) shall automatically and concurrently be terminated (and if the
replacement team was a team for which Licensor was licensing Soccer Rights to Licensee pursuant to
Section 10.2 prior to such demotion, Licensor shall again license to Licensee the Soccer
Rights to such team pursuant to Section 10.2).




(f) Querétaro.



(i) Replacement Through June 30, 2011. It is understood and agreed by the parties that, for
the period beginning on the Effective Date and ending on June 30, 2011, Licensor shall license to
Licensee the Soccer Rights to Querétaro as a replacement for Necaxa during such period. For this
period, notwithstanding that Querétaro is a Non-Owned Team, for purposes of determining applicable
consideration, Querétaro shall be governed by Section 10.1(c) rather than by Section
10.2(b).



(ii) Replacement After June 30, 2011. Following June 30, 2011, Licensor shall license to
Licensee Owned Team Soccer Rights to Necaxa; provided, that if Licensor is unable to
license to Licensee such rights to Necaxa, Licensor shall license to Licensee the Soccer Rights to
another First Division team (which may be Querétaro) as a replacement therefor, until such time as
the Owned Team Soccer Rights to Necaxa are licensed to Licensee hereunder. If such replacement
team, if any, is a Non-Owned Team, for purposes of determining applicable consideration, such team
shall be governed by Section 10.1(c) rather than by Section 10.2(b); and (B) for
purposes of demotion, it shall be governed by Section 10.1(e). If such replacement team,
if any, is an Additional Owned Team, such team shall thereafter be treated as an Owned Team.


 


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10.2 Non-Owned Teams.




(a) Grant of Rights.



(i) Soccer Rights. Licensor hereby licenses to Licensee, on an exclusive basis, the Soccer
Rights, to the full extent of the rights owned or controlled by Grupo
Televisa now or in the future, in each case, with respect to all Home Games of any Non-Owned
Teams with respect to which Grupo Televisa is a party to a Mexican Soccer License Agreement.



(ii) Additional Rights. In addition to the Soccer Rights licensed under Section
10.2(a)(i), Licensor hereby licenses to Licensee any other Broadcast-related rights in Licensed
Media in the Territory during the Term with respect to Non-Owned Teams that Grupo Televisa owns or
controls pursuant to the applicable Mexican Soccer License Agreement.



(iii) Limitation on Teams. For the 2011 season only, the Non-Owned Teams shall be limited to
the Atlas and Atlante soccer teams and, to the extent provided in Section 10.1(f), the
Querétaro soccer team.



The Soccer Rights and additional rights licensed under this Section 10.2(a) with respect to
each Non-Owned Team are referred to herein as the “Non-Owned Team Soccer Rights”.




(b) Royalty; Mexican Soccer Fee.



(i) Royalty. For purposes of calculating the Royalty payable by Licensee to Licensor under
Section 9.1 (and subject to any applicable reductions pursuant to this Section 10),
revenues with respect to the Non-Owned Team Soccer Rights shall be included in the Royalty Base to
the extent they would be included subject to, and in accordance with, the terms and conditions of
Section 9.1 (including any applicable deductions and exclusions).



(ii) Mexican Soccer Fee. Subject to Section 10.2(d)(iii), Licensee shall pay Licensor
a fee equal to (A) until June 30, 2015, forty-five percent (45%) of the license fees required to be
paid by Licensor to license all Non-Owned Team Soccer Rights and corresponding Mexican rights as
specified in the applicable Mexican Soccer License Agreement, and (B) from and after July 1, 2015,
fifty percent (50%) of the license fees required to be paid by Licensor to license all Non-Owned
Team Soccer Rights and corresponding Mexican rights as specified in the applicable Mexican Soccer
License Agreement (the fees payable by Licensee under clauses (A) and (B), as applicable, the
“Mexican Soccer Fee”). For the avoidance of doubt, for purpose of the immediately
preceding sentence, license fees shall not include any amounts payable with respect to any rights
not licensed to Licensee hereunder (e.g., Radio, merchandising, etc.). Licensee shall pay to
Licensor the Mexican Soccer Fee with respect to each applicable Mexican Soccer League team no later
than five (5) Business Days prior to the time that Licensor is obligated to pay to the applicable
third party the underlying license fees for such team pursuant to the applicable Mexican Soccer
License Agreement.


 


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(iii) Demotion. The parties acknowledge and agree that in the event that a Non-Owned Team is
demoted from the First Division, the provisions of the underlying Mexican Soccer License Agreement
shall control any rights and remedies with respect to the demoted Non-Owned Team, and Licensee
shall share, in proportion to its percentage share of the license fees under the applicable Mexican
Soccer License Agreement pursuant to Section 10.2(b)(ii), in any benefit, payment
suspension or payment reduction obtained by Licensor pursuant to such rights and remedies.




(c) Acquisition of Teams.



(i) Acquired Team Mexican Soccer Fee. In the event that Grupo Televisa acquires a Mexican
Soccer League team in the First Division (or an Affiliate acquires a Mexican Soccer League team in
the First Division such that Grupo Televisa owns or controls the Soccer Rights to games played by
such team) (an “Additional Owned Team”) and such Additional Owned Team does not become
treated as an Owned Team pursuant to Section 10.1(d)(ii), then (A) if Licensee was being
licensed Non-Owned Soccer Rights for such Additional Owned Team in the Territory immediately prior
to any such acquisition, then (1) Licensor shall continue to license to Licensee the Non-Owned Team
Soccer Rights for such Additional Owned Team and Licensee shall continue to pay to Licensor the
Mexican Soccer Fee (in addition to the Royalty) in effect based on the applicable Mexican Soccer
License Agreement immediately prior to such acquisition until the expiration of the license term
under such Mexican Soccer License Agreement; and (2) following expiration of such license term,
Licensor shall license to Licensee the Owned Team Soccer Rights to such team and Licensee shall pay
to Licensor a fee (in addition to the Royalty) for such Additional Owned Team based on amounts
payable under licenses for Mexican Soccer League teams that are generally comparable to such
acquired team at such time (which fee shall be treated as a Mexican Soccer Fee); and (B) otherwise,
Licensor shall license to Licensee the Owned Team Soccer Rights for such newly acquired team and
Licensee shall pay to Licensor a fee (in addition to the Royalty) for such Additional Owned Team
based on amounts payable under licenses for Mexican Soccer League teams that are generally
comparable to such acquired team at such time (which fee shall be treated as a Mexican Soccer Fee).



(ii) Rising Team License Fee. The provisions of this Section 10.2(c) shall equally
apply, mutatis mutandis, to any Mexican Soccer League team owned by Grupo Televisa (other than an
Owned Team) that rises into the First Division during the Term, and any such team shall be treated
as an Additional Owned Team (unless such team becomes treated as an Owned Team pursuant to
Section 10.1(d)(ii)). In the event that any Mexican Soccer League team owned by Grupo
Televisa (other than an Owned Team) rises into the First Division during the Term, then Licensor
shall license to Licensee the Owned Team Soccer Rights for such Additional Owned Team and Licensee
shall pay to Licensor, in addition to the Royalty, a Mexican Soccer Fee for such Additional Owned
Team based on amounts payable under licenses for Mexican Soccer League teams that are generally
comparable to such Additional Owned Team at such time.


 


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(d) Licensing of Teams.



(i) Facilitation Obligations. As each Mexican Soccer License Agreement with respect to any
Non-Owned Team expires, and whenever Grupo Televisa seeks to obtain Mexican Broadcast rights to
such games, Licensor will use commercially reasonable efforts to cause Grupo Televisa to obtain
rights consistent with the Soccer Rights (and in the case of a renewal of an existing Mexican
Soccer License Agreement, any other rights owned or controlled by Grupo Televisa in the Territory
relating to the applicable team); provided, that such obligation will not impede or
restrict Grupo Televisa’s ability to obtain Mexican Broadcast rights to such games. Licensor shall
keep Licensee apprised at all times of progress and major developments in regards to Grupo
Televisa’s efforts to obtain rights to any such games.



(ii) Provision of License Agreements. If Grupo Televisa enters into any new, extended or
renewed license agreement including Licensed Soccer Rights during the Term, Licensor shall, within
fifteen (15) Business Days of execution thereof, provide a true and correct copy of such license to
Licensee; provided, that Licensor may redact such copy solely to the extent necessary to
avoid a violation of any agreement to which Licensor or its Affiliates is a party or a loss of
privilege or trade secret protection to Licensor or its Affiliates or as required by Law.



(iii) Arbitration of Allocation of License Fees. If, following January 1, 2013, either
Licensor or Licensee determines that (A) its share of the license fees under any applicable Mexican
Soccer License Agreement is disproportionately high or low compared to the relative value of rights
inside and outside of the Territory or (B) the Non-Owned Team Soccer Rights are more or less
restrictive than the corresponding Mexican rights under any specific Mexican Soccer License
Agreement and the parties are unable to negotiate in good faith an alternative allocation of
license fees thereunder within thirty (30) days of such determination, Licensor or Licensee, as
applicable, may obtain an independent and binding allocation of fees from the Umpire in accordance
with Section 15.1.



(e) Atlante. Licensor represents and warrants, as of the date hereof, that Caribevision’s
Linear Television Channel Broadcast rights to Atlante in the Territory for the 2011 and 2012 Torneo
Clausura and Torneo Apertura seasons are non-transferable (other than to Affiliates of
Caribevision), non-exclusive and limited to the cities of New York and Miami and the territory of
Puerto Rico, and Licensee is being granted the right to exercise the Soccer Rights in such areas
concurrently therewith. For the avoidance of doubt, Licensee’s payment of the Mexican Soccer Fee
for Atlante with no reduction for the 2011 and 2012 Torneo Clausura and Torneo Apertura seasons
shall in no way affect the parties’ respective rights under Section 10.2(d)(iii) with
respect to future payments of Mexican Soccer Fees (with respect to Atlante or otherwise).


 


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10.3 General Terms and Conditions.



(a) Access to / Transmission of Feeds. Licensor will deliver to Licensee in respect
of all Mexican Soccer League games (including for both Owned Teams and Non-Owned Teams) (i) access
to a clean feed with video, natural stadium sound and, to the extent consistent with past practice
(which, for the avoidance of doubt, is understood to mean during replays only), the Televisa or
Televisa Deportes logo, in standard definition and, if produced by Grupo Televisa, in high
definition (it being understood that Grupo Televisa shall have no obligation to produce any high
definition feed); (ii) a commentary audio track; and (iii) a dirty feed as Broadcast by means of
Free Television by Grupo Televisa in Mexico. Licensee may Broadcast any of the clean feed, the
clean feed combined with the commentary track or the dirty feed. Licensee will pay the cost and
expense of transmission of such feeds from either the stadium in which the relevant Mexican Soccer
League game is played or from Grupo Televisa’s Mexico City Broadcast center. At the reasonable
request of Licensee and to the extent Grupo Televisa has authorization therefor, Licensor will
allow Licensee to have personnel and supplemental Broadcast equipment present at the site of
Mexican Soccer League games in order to augment Licensee’s Broadcasts (if any) of the clean feeds.



(b) Scheduling of Soccer Games. Licensor will use its best efforts to assist Licensee
in its efforts to (i) schedule a First Division match in both the Sunday 12:00 Mexican local time
(1:00pm EST) and 16:00 Mexican local time (5:00pm EST) kickoff windows; and (ii) arrange for the
actual kickoffs for an agreed upon number of Mexican Soccer League games, as requested by Licensee,
to occur at two minutes past the scheduled hour’s start time (provided that such “best efforts” do
not require Grupo Televisa to pay any additional consideration as a result).



(c) Commercial Insertions. Licensee shall be permitted to insert into its Broadcast
of Mexican Soccer League games (except in the case of Non-Owned Teams, to the extent prohibited or
restricted under the applicable Mexican Soccer License Agreement) the following items (and, for the
avoidance of doubt, any revenues received with respect thereto will be included in the Royalty Base
to the extent they otherwise meet the definition thereof in accordance with Section 9.1):



(i) Squeeze-backs, Wipes and Crawls. Squeeze-backs with sponsored frames, sponsored replay
wipes, and lower-third “crawls” with advertiser messages or promotional material;



(ii) Commercials and Graphics. 30-second commercial units, opening, middle and closing program
billboards, corporate logos of sponsors adjacent to the clock/scoreboard graphic during play,
sponsored in-frame graphics such as starting line-ups, statistical summaries, scores of other
games, game MVPs (i.e., most valuable players), and sponsored in-game phone polls and trivia
questions;



(iii) Virtual Advertising. Virtual advertising that does not cover in-stadium advertising
and, if technologically feasible, virtual advertising that covers in-stadium advertising in
stadiums owned by Grupo Televisa (so long as the relevant advertiser is not a direct competitor of
the replaced advertiser, the major advertiser on the uniform of either team or the named sponsor of
the stadium); and



(iv) Other Enhancements. Any other form of commercial or technological enhancement that is
both (A) permitted under the applicable license by and between Grupo Televisa and the applicable
rights holder; and (B) utilized or implemented by Grupo Televisa in connection with its Broadcast
of the applicable games in Mexico.


 


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(d) Right of First Negotiation / First Refusal for Virtual Technical Advertising
Services. Licensee will provide Licensor with a Right of First Negotiation / First Refusal to
provide virtual technical advertising services for any virtual advertising if and to the extent
that Licensee engages a third party for such services.



(e) Clip Rights. Pursuant to the Licensed Soccer Rights, Licensee shall have the
right to create clips, vignettes, highlight reels or other similar short-form Audiovisual Content
from the Licensed Mexican Soccer Games, which shall be in addition to any clips produced by
Licensor as Televisa Produced Clips. Any clips so created hereunder shall be deemed Licensee
Produced Clips. Licensee’s creation of clips from any Mexican Soccer Games shall not be subject to
Section 8.8.



(f) Comparable Teams. For purposes of determining whether a Mexican Soccer League
team is comparable or superior to another Mexican Soccer League team under this Section 10,
a team that rises from the Liga de Ascenso to the First Division will be deemed comparable to the
lowest-ranked First Division team (i.e., the team that concurrently descends from the First
Division to the Liga de Ascenso); otherwise, any disputes regarding the comparability of teams
shall be subject to Section 15.1.



(g) Controlling Terms and Conditions. In the event of any inconsistency between the
terms, conditions, exceptions and exclusions of this Section 10 (with respect to the
subject matter hereof) and any of the other terms, conditions, exceptions and exclusions of this
Agreement, the terms, conditions, exceptions and exclusions of this Section 10 shall
control.



11. Unsold Advertising Time.



11.1 Grupo Televisa Rights to Unsold Advertising Time.



(a) Licensee Sale or Use of Advertising Time. Advertising time on the Networks and
Stations shall first be sold (including by any type of barter, including as part of a transfer of
assets or otherwise) to third party advertisers or used to make good on audience deficiency units.



(b) Licensee Right to Unsold Advertising. Subject to Section 11.2,
advertising time that remains unsold may be utilized by Licensee at no cost for its own use
(including for public service announcements or for obtaining carriage of the Networks and/or
Stations), and for use (i) by its divisions and controlled Affiliates no matter the nature of their
business; and (ii) as part of the consideration to acquire or make an investment in an unaffiliated
third party in a strategic transaction in which Licensee or a controlled Affiliate acquires an
equity interest of twenty percent (20%) or more of such third party, if such transaction (including
the consideration) is approved by the board of directors of BMPI and the unsold advertising time
does not exceed a reasonable amount as determined by the board of directors of BMPI on a
transaction by transaction basis; provided, that if any such advertising time is used by
Licensee for use by or promotion of any television network and/or television station the revenues
related to which are not encompassed in the Royalty Base, then Licensor shall be entitled to twice
the number of spots on such network and/or station in the same daypart.


 


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(c) Licensor Right to Unsold Advertising Time. Subject to Section 11.8, after
giving effect to Sections 11.1(a), 11.1(b) and 11.2, half of any remaining
unsold inventory shall be provided to Licensor for use by Licensor or its Affiliates at no cost for
promotion of any of their businesses; provided, that Licensor and its Affiliates may not
use such unsold inventory for promotion of (i) any Linear Television Channel in the Territory; or
(ii) the availability of Pantelion Movies on any Linear Television Channel or video-on-demand
service that competes with any Linear Television Channel or video-on-demand service owned or
controlled by Licensee (it being understood and agreed that use of such inventory by Licensor for
any purposes other than those restricted by this proviso shall be permitted, including promotion of
any other businesses that may be competitive with businesses of Licensee).



11.2 Guaranteed Advertising. Notwithstanding Section 11.1, and subject to
Section 11.3, Licensee guarantees that it will provide to Licensor an amount of advertising
on the Networks and Stations for each calendar year commencing with 2011 (the “Televisa
Advertising”) with a gross value of not less than $62,112,200, subject to adjustment as set
forth below (with respect to each calendar year, the “Guaranteed Base Advertising Amount”),
and an additional amount of Televisa Advertising on the Networks and Stations with a gross value of
not less than $7,500,000 (with respect to each calendar year, the “Guaranteed Additional
Advertising Amount” and, together with the Guaranteed Base Advertising Amount, the
“Guaranteed Advertising Amount”), for use by Licensor or its Affiliates at no cost for
promotion of any of their businesses; provided, that Licensor and its Affiliates may not use such
unsold inventory for promotion of (a) any Linear Television Channel in the Territory; or (b) the
availability of Pantelion Movies on any Linear Television Channel or video-on-demand service that
competes with any Linear Television Channel or video-on-demand service owned or controlled by
Licensee (it being understood and agreed that use of such inventory by Licensor or its Affiliates
for any purposes other than those restricted by this proviso shall be permitted, including
promotion of any other businesses that may be competitive with businesses of Licensee). Starting
on January 1, 2012, the Guaranteed Base Advertising Amount will be adjusted on the first day of
each fiscal year in the Term based on the percentage increase from the prior fiscal year in the
consumer price index published by the U.S. Bureau of Labor Statistics. For example, if such index
increases by three percent (3%) during fiscal year 2011 and by another three percent (3%) during
fiscal year 2012, then the Guaranteed Base Advertising Amount shall be $63,975,566 for 2012 and
$65,894,833 for 2013. Licensee may be required to satisfy this Guaranteed Advertising Amount by
allowing Licensor to use commercial time that Licensee or its controlled Affiliates would otherwise
be entitled to use for its own purposes or to sell to third parties under Sections 11.1(a)
and (b). The parties acknowledge and agree that the portion of the Televisa Advertising
that Licensee agreed to provide to Licensor pursuant to the Third Amended and Restated Program
License Agreement took into account the settlement provided for in the Mutual Release and
Settlement Agreement, dated as of January 22, 2009, by and among Licensor, GT, Licensee, and
Telefutura Network.



11.3 Timing For Use of Unsold Advertising. No later than ten (10) Business Days
before the beginning of a quarter, Licensor will inform Licensee of the advertising campaigns that
it wants to run during the following quarter. In any quarter, Licensee shall air no less than
twenty percent (20%) of the Guaranteed Advertising Amount nor more than thirty percent (30%) of the
Guaranteed Advertising Amount. In any annual period (including fiscal year 2011 but excluding the
last annual period of the Term), Licensee shall air no less than ninety-five percent (95%) of the
Guaranteed Advertising Amount (excluding any make-up amount) and, in the event that it airs less
than one hundred percent (100%) of the Guaranteed Advertising Amount, shall make up for any such
shortfall in the first (1st) calendar quarter of the next annual period. In the last
annual period of the Term, Licensee shall air no less than one hundred percent (100%) of the
Guaranteed Advertising Amount (excluding any make-up amount) and all make-up amounts.


 


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11.4 Location of Unsold Advertising. Of the Guaranteed Advertising Amount, no less
than sixty percent (60%) will be made available on the Networks and, subject to availability, the
TuTv Networks, and the remainder on the Stations; provided, that, subject to Licensee’s
written consent (which may be withheld in its
sole discretion), the Guaranteed Advertising Amount may also be made available on any other
Linear Television Channel. Licensor may request, and Licensee will use best efforts to honor (and
to cause the Stations and its controlled Affiliates to honor) such requests, a diverse Station mix;
provided, that Licensee shall have no obligation to honor any specific request for any Station that
is in excess of three percent (3%) of the value of the local gross advertising revenue for such
Station during the prior calendar year. Licensee shall provide Licensor with an annual report
within ninety (90) days of the end of each fiscal year setting forth all gross advertising revenue
from local advertising; provided, that in the event of any shortfall under Section
11.3, Licensee shall also provide Licensor with an estimated amount of such shortfall, as
adjusted pursuant to the last sentence of Section 11.3, as soon as reasonably practicable
(and in any event, within thirty (30) days following the end of the annual period in which the
shortfall occurred).



11.5 Pricing. Each year during the upfront season, Licensee will provide Licensor
with the annual commercial ratings upfront rate card in effect for the four (4) calendar quarters
of the following Broadcast year which is used to negotiate with third parties, gross of any
advertising agency or similar commissions. For the purpose of calculating the amount of Televisa
Advertising to be furnished to Licensor at no cost in order to satisfy the Guaranteed Advertising
Amount, all advertising on the Networks will be priced at eighty percent (80%) of the amount set
forth on such upfront rate card for such time slot, and all advertising on the Stations will be
priced based on the monthly average rate for all advertising for such Station for the month of
airing on a station by station and daypart by daypart basis, not including direct response and zero
dollar spots.



11.6 Coordination. Airing of the Televisa Advertising will be closely coordinated
between Licensee and Licensor with the intention that Televisa’s advertising will be provided a
reasonable advertising schedule, but recognizing that third party paid advertising will take
precedence, subject to the penultimate sentence of Section 11.2. Licensee’s obligation to
provide Licensor with the advertising hereunder is based on availability on the terms described in
this Section 11, but in any event any Televisa Advertising would not air before 6:00 a.m.
or after 1:00 a.m. within the applicable market. Four (4) days before the beginning of each week,
Licensee will confirm to Licensor which network advertising will air during the following week, and
to the extent Licensee is unable to confirm such week, it would attempt to confirm another week
within the same quarter. Licensee shall provide Licensor with pre-logs showing the planned
advertising schedule at least one (1) day in advance of the airing of any Televisa Advertising, and
shall not permit any tampering with the tracking codes of any Televisa Advertising. Within ninety
(90) days of the end of each calendar year, an officer of Licensee will provide to Licensor a
report setting forth in reasonable detail the schedule and value of the Televisa Advertising
provided during such year. Licensee and Licensor shall each appoint a single contact person for
the coordination, orders and confirmations described in this Section 11, which person (or
his or her duly named substitute) shall be knowledgeable of these requirements and, in the case of
Licensee, the availability of time on the Networks and Stations, and is able to provide further
information if needed.


 


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11.7 Non-Preemptable Advertising. Notwithstanding anything to the contrary contained
herein and in addition to any other obligations of Licensee contained herein, at least two-thirds
of the Guaranteed Additional
Advertising Amount shall be on a non-preemptable basis as would apply to a non-preemptable
upfront advertiser.



11.8 Purchase of Additional Advertising. Licensor and its Affiliates shall be
permitted to purchase additional advertising time on the Networks and, subject to availability, the
TuTv Networks, which cannot be preempted by Licensee or its Affiliates, which time shall be sold
for the lowest spot rate then being offered for a non-preemptable spot in the program during which
such time is sold.



11.9 Quality Standards. All material provided for Broadcast by Licensor and its
Affiliates shall comply with the quality standards for unaffiliated advertisers established by
Licensee from time to time. A copy of such standards will be provided to Licensor at least one
week prior to Licensor’s material becoming subject thereto. The then-current standards may not be
changed in such a way as to intentionally and adversely impact the use by Licensor and its
Affiliates of advertising time under this Section 11.



11.10 Use of Unsold Advertising for Televisa Third Party Promotion. Licensor may not
directly or indirectly make the advertising made available under this Section 11 available
to persons other than its Affiliates. Notwithstanding the preceding sentence, in connection with
Licensor and its Affiliates’ use of unsold advertising inventory under this Section 11 and
the purchase of additional advertising under this Section 11.8, Licensor and its Affiliates
may include in any of their commercial advertisements incidental references to, or images of, a
third party that relate to the primary subject matter of such Licensor (or its Affiliate’s)
advertisement (e.g., a Grupo Televisa hard good “available at Wal-Mart” or a Grupo Televisa payment
card affiliated with Mastercard) (“Tie-Ins”) (a) with a duration not in excess of the
customary industry practice (it being understood that the customary industry practice as of the
date hereof is approximately five (5) seconds in any commercial); (b) if the reference is
graphical, of a size substantially consistent with customary industry practice; and (c) with
respect to which Licensor and its Affiliates do not receive any revenues, directly or indirectly,
from the third party in exchange for the Tie-In.



11.11 Unsold Advertising Limited to Networks and Stations. For the avoidance of
doubt, Licensor and its Affiliates’ rights to unsold advertising under this Section 11
shall only apply to unsold advertising on the Networks and Stations (subject to Section
11.4).


 


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12. Representations and Warranties.



12.1 Licensor Representations and Warranties. Licensor hereby agrees, represents and
warrants for the duration of the Term as follows:



(a) Capacity. Licensor is free to enter into and fully perform this Agreement;



(b) Licensed Rights. Licensor has or will have the right to grant to Licensee the
Licensed Rights to the Licensed Content in the Territory set forth in this Agreement, including the
necessary literary, artistic, technological and intellectual property rights;



(c) Clearances. Subject only to Section 8.13 with respect to the digital
distribution of the Licensed Content, Licensor has secured or will secure all necessary Clearances
(subject to the provisos in Section 12.1(e)), for the exercise of the Licensed Rights to
the Licensed Content in the Territory set forth in this Agreement;



(d) No Encumbrances. There are no and will not be any pending liens, charges,
restrictions or encumbrances on the Licensed Content that conflict with the Licensed Rights;



(e) Residuals. Licensor has paid or will pay all compensation, residuals, reuse fees,
synchronization royalties, and other payments which must be made in connection with the
exploitation of the Licensed Rights herein granted to Licensee to any third parties including
musicians, directors, writers, producers, announcers, publishers, composers, on-camera and
off-camera performers and other persons who participated in production of such Licensed Content,
and to any applicable unions, guilds or other labor organizations; provided,
however, that Licensor has not acquired performing rights for performance in the Territory
of the music contained in such Licensed Content, which rights shall be obtained by Licensee;
provided, further, however, that Licensor warrants and represents that all
music is available for licensing through ASCAP, BMI or SESAC (or any successor or similar entity in
the United States) or is in the public domain or is owned or controlled by Licensor or its
Affiliates to the extent necessary to permit Broadcasts hereunder in the Territory and no
additional clearance or payment is required for such Broadcast;



(f) Credit Obligations. The main and end titles of the Licensed Content and all
publicity, promotion, advertising and packaging information and materials supplied by Licensor will
contain all necessary and proper credits for the actors, directors, writers and all other persons
appearing in or connected with the production of such Licensed Content who are entitled to receive
credit and comply with all applicable contractual, guild, union and statutory requirements and
agreements;



(g) Intellectual Property. Subject only to any Clearance limitations relating to the
digital distribution of the Licensed Content of which Licensor has notified Licensee in writing as
required pursuant to Section 8.13, the exercise of the Licensed Rights to the Licensed
Content in the Territory will not infringe on any rights of any third party, including copyright,
patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or “moral
rights” (to the extent such moral rights are recognized by U.S. Law);



(h) Exclusivity. Except to the extent expressly permitted by this Agreement, Grupo
Televisa has not and will not grant or license to others, and will not itself exercise, any rights
to Broadcast any Licensed Content in any Licensed Media during the Term in the Territory, including
by way of any Broadcast over the Radio of any audio portion of any Novela in the Territory (other
than spill-over from Grupo Televisa’s border Radio stations in Mexico).


 


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(i) FCA Section 507. To the extent FCA Section 507 is applicable, no Licensed Content
includes or will include any matter for which any money, service or other valuable consideration is
directly or indirectly paid or promised to Licensor or its Affiliates by a third party, or accepted
from or charged to a third party by Licensor or its Affiliates, unless such is disclosed in
accordance with FCA Section 507. Licensor and its Affiliates shall exercise reasonable diligence
to inform its employees, and other persons with whom it deals directly in connection with such
programs, of the requirements of FCA Section 507; provided, however, that no act of
any such employee or of any independent contractor connected with any of the Licensed Content, in
contravention of the provisions of FCA Section 507, shall constitute a breach of the provisions of
this paragraph unless Licensor or its Affiliates have actual notice thereof and fail promptly to
disclose such act to Licensee. As used in this paragraph, the term “service or other valuable
consideration” shall not include any service or property furnished without charge or at a nominal
charge for use in, or in connection with, any of the programs “unless it is so furnished in
consideration for an identification in a broadcast of any person, product, service, trademark or
brand name beyond an identification which is reasonably related to the use of such service or
property on the broadcast,” as such terms are used in FCA Section 507. No inadvertent failure by
Licensor or its Affiliates to comply with this paragraph shall be deemed a breach of this
Agreement.




(j) Soccer.



(i) Soccer Residuals and Clearances. Licensor has paid or will pay all compensation,
residuals, reuse fees, synchronization royalties, and other payments which must be made, in
connection with Licensed Soccer Rights and in connection with exploitation of such rights, to any
third parties including musicians, directors, writers, producers, announcers, publishers,
composers, on-camera and off-camera performers, players and other persons who participated in
production of the games with respect to such rights, and to any applicable unions, guilds or other
labor organizations; provided, however, that Licensor has not acquired performing
rights for performance in the Territory of the music contained in such Licensed Soccer Rights,
which rights shall be obtained by Licensee; provided, further, however,
that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI
or SESAC (or any successor or similar entity in the United States) or is in the public domain or is
owned or controlled by Licensor to the extent necessary to permit Broadcasts hereunder in the
Territory and no additional clearance or payment is required for such Broadcast; provided
that nothing in this representation shall be deemed to affect Licensee’s obligations to pay Royalty
and Mexican Soccer Fees pursuant to this Agreement;



(ii) Soccer Intellectual Property. Licensor represents and warrants that exercise of the
Licensed Soccer Rights licensed to Licensee hereunder will not infringe on any rights of any third
party, including copyright, patent, trademark, unfair competition, contract, property, defamation,
privacy, publicity or “moral rights” (to the extent such moral rights are recognized by U.S. Law);


 


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(iii) Soccer Exclusivity. Except to the extent expressly permitted hereunder, Licensor has
not and will not grant or license to others, and will not itself exercise, any Licensed Soccer
Rights in the Territory; and



(iv) Ownership of Soccer Rights. Licensor represents and warrants that Grupo Televisa owns,
as of the date hereof, each Owned Team.




(k) Pantelion.



(i) Venture. Licensor’s controlled affiliate Videocine has entered into an arrangement with
Lionsgate, as memorialized in the Pantelion LLC Agreement, pursuant to which Videocine and
Lionsgate jointly own, and Videocine controls, Pantelion.



(ii) Free Television Rights to Pantelion Movies. (A) Grupo Televisa owns or controls (or
shall own or control), and will continue throughout the Term to own or control, the exclusive Free
Television rights in the Territory in and to each Pantelion Movie and has the right, and will
continue to have the right throughout the Term, to exclusively license all such rights to Licensee
in accordance with Section 1.1(a)(iii); (B) there are (and shall be) no additional consents
needed with respect to the granting of such Free Television rights to Licensee; and (C) there are
(and shall be) no additional limitations, restrictions or conditions imposed upon Licensee’s
exercise of such Free Television rights by Pantelion or Lionsgate or any of their respective
Affiliates, other than those contained in this Agreement.



(iii) Right of First Negotiation / First Refusal for Pantelion Movies. (A) Licensor has the
right to, and will continue to have the right throughout the Term to, or to cause Videocine or
Pantelion to, provide to Licensee the Right of First Negotiation / First Refusal for each Pantelion
Movie; (B) there are (and shall be) no additional consents needed with respect to the granting to
Licensee of such right of First Negotiation / First Refusal for each Pantelion Movie; and (C) the
Broadcast rights in each Licensed Media in the Territory to each Pantelion Movie are not subject
to, and will not be subject to, any rights, entitlements or arrangements (e.g., Pantelion
proprietary Linear Television Channels or option or output arrangements) that would in any way
limit, impair or restrict Licensee’s Right of First Negotiation / First Refusal.



(iv) Information Regarding Pantelion. (A) The Current Pantelion LLC Agreement is a true and
correct copy of the only agreement as of the date hereof between or among any of Grupo Televisa,
Lionsgate and/or Pantelion (and/or any of their respective Affiliates) relating to Pantelion that
affects Licensee’s rights hereunder; and (B) the Current Pantelion LLC Agreement has been redacted
solely so as not to disclose economic terms and other terms not directly or indirectly affecting
Licensee’s rights hereunder adversely.



12.2 Licensee Representations and Warranties. Licensee hereby agrees, warrants and
represents for the duration of the Term as follows:




(a) Capacity. Licensee is free to enter into and fully perform this Agreement.



(b) 2014 World Cup. Licensee has obtained, pursuant to a binding agreement, the right
to Broadcast in Licensed Media in the Territory the 2014 World Cup generally consistent with the
rights obtained by Licensee for the 2010 World Cup.


 


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12.3 Insurance. Licensor further agrees that, while it has no obligation to do so, if
Grupo Televisa secures a producer’s (Errors and Omissions) liability policy covering the Licensed
Content, or any part thereof, it will cause Licensee and its Affiliates to be named as additional
insureds on such policy and will cause a certificate of insurance to be promptly furnished to
Licensee, provided, however, that the inclusion of Licensee and its Affiliates as
additional insureds does not result in any additional cost or expense to Grupo Televisa. Licensor
will notify Licensee when such insurance is obtained and, after obtained, if cancelled. Any such
insurance as to which Licensee and its Affiliates are additional insureds shall be primary as to
Licensee and its Affiliates and not in excess of or contributory to any other insurance provided
for the benefit of or by Licensee and its Affiliates.



13. Indemnification.



13.1 Licensor Indemnification. Licensor agrees to indemnify Licensee, its Affiliates, subsidiaries, partners, the partners
of any partnership that is a partner of Licensee, its direct and indirect shareholders (other than
Grupo Televisa) and all officers, directors, employees and agents of any of the foregoing
(collectively the “Licensee Indemnitees”) against and hold the Licensee Indemnitees
harmless from (subject to Section 15.8) any and all claims, deficiencies, assessments,
liabilities, losses, damages, expenses (including reasonable fees and expenses of counsel)
(collectively, “Losses”) incurred or suffered by any Licensee Indemnitee arising out of,
relating to, or by reason of, Grupo Televisa’s breach of, or non-compliance with, any covenant,
agreement or provision herein contained or the inaccuracy of any representation or warranty made by
Licensor. Such Losses shall be reduced by: (a) the amount of any net tax benefit ultimately
accruing to Licensee on account of Licensee’s payment of such claim; (b) insurance proceeds which
such Licensee Indemnitee has or will receive in connection with such Losses; and (c) any recovery
from third parties in connection with such Losses; provided, however, that Licensor
shall not delay payment of its indemnification obligations hereunder pending resolution of any tax
benefit or insurance or third party claim if the Licensee Indemnitee provides Licensor with an
undertaking to reimburse Licensor for the amount of any such benefit or claim ultimately received;
and provided, further, that the Licensee Indemnitee shall have no obligation to
obtain any such insurance proceeds or recovery from third parties if and to the extent Licensor is
subrogated (in form and substance satisfactory to Licensor) to such Licensee Indemnitee’s claims in
respect of such insurance or third parties.



13.2 Licensee Indemnification. Licensee agrees to indemnify Licensor, its Affiliates, subsidiaries (other than Licensee
and its Affiliates), partners, the partners of any partnership that is a partner of Licensee, its
direct and indirect shareholders and all officers, directors, employees and agents of any of the
foregoing (the “Licensor Indemnitees”) against and hold the Licensor Indemnitees harmless
from (subject to Section 15.8) any and all Losses incurred or suffered by any Licensor
Indemnitee arising out of, relating to, or by reason of, (a) Licensee’s or its controlled
Affiliates’ or permitted sublicensees’ breach of, or non-compliance with, any covenant, agreement
or provision herein contained or the inaccuracy of any representation or warranty made by
Licensee); or (b) any program or commercial material (apart from the Licensed Content) furnished by
Licensee. Such Losses shall be reduced by: (i) the amount of any net tax benefit ultimately
accruing to Grupo Televisa on account of ’Grupo Televisa’s payment of such claim; (ii) insurance
proceeds


 


72









 






which Grupo Televisa has or will receive in connection with such Losses; and (iii) any recovery from
third parties in connection with such Losses; provided, however, that Licensee
shall not delay payment of its indemnification obligations hereunder pending resolution of any tax
benefit or insurance or third party claim if the Licensor Indemnitee provides Licensee with an
undertaking to reimburse Licensee for the amount of any such claim ultimately received; and
provided, further, that the Licensor Indemnitee shall have no obligation to obtain
any such insurance proceeds or recovery from third parties if and to the extent Licensee is
subrogated (in form and substance satisfactory to Licensee) to such Licensor Indemnitee’s claims in
respect of such insurance or third parties.



13.3 Indemnification Procedures. The following procedures shall govern all claims for
indemnification made under any provision of this Agreement. A written notice (an
“Indemnification Notice”) with respect to any claim for indemnification shall be given by
the party seeking indemnification (the “Indemnitee”) to the party from which
indemnification is sought (the “Indemnitor”) within thirty (30) days of the discovery by
the Indemnitee of such claim, which Indemnification Notice shall set forth the facts relating to
such claim then known to the Indemnitee (provided that failure to give such Indemnification
Notice as aforesaid shall not release the Indemnitor from its indemnification obligations hereunder
unless and to the extent the Indemnitor has been prejudiced thereby). The party receiving an
Indemnification Notice shall send a written response to the party seeking indemnification stating
whether it agrees with or rejects such claim in whole or in part. Failure to give such response
within ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed to
constitute acknowledgment of validity of such claim. If any such claim shall arise by reason of
any claim made by third parties, the Indemnitor shall have the right, upon written notice to
Indemnitee within ninety (90) days after receipt of the Indemnification Notice, to assume the
defense of the matter giving rise to the claim for indemnification through counsel of its selection
reasonably acceptable to Indemnitee, at Indemnitor’s expense, and the Indemnitee shall have the
right, at its own expense, to employ counsel to represent it; provided, however,
that if any action shall include both the Indemnitor and the Indemnitee and there is a conflict of
interest because of the availability of different or additional defenses to the Indemnitee, the
Indemnitee shall have the right to select one separate counsel to participate in the defense of
such action on its behalf, at the Indemnitor’s expense. The Indemnitee shall cooperate fully to
make available to the Indemnitor all pertinent information under the Indemnitee’s control as to the
claim and shall make appropriate personnel available for any discovery, trial or appeal. If the
Indemnitor does not elect to undertake the defense as set forth above, the Indemnitee shall have
the right to assume the defense of such matter on behalf of and for the account of the Indemnitor;
provided, however, the Indemnitee shall not settle or compromise any claim without
the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor
may settle any claim at any time at its expense, so long as such settlement includes as an
unconditional term thereof the giving by the claimant of a release of the Indemnitee from all
liability with respect to such claim.


 


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14. Term. The term of this Agreement (the “Term”) shall commence on the Effective
Date and continue through and include the later of (a) December 31, 2025; and (b) the date that is
ninety (90) months following a Televisa Sell-Down. This Agreement may be terminated by either
party only pursuant to, and in accordance with, the terms and conditions set forth in Section
15; or in the event that the other party asserts Force Majeure
under Section 20.2 as a relief from substantially all of its obligations hereunder for a
period in excess of one (1) year.



15. Dispute Resolution; Remedies. Each of Licensor and Licensee intends to use its good faith efforts to establish a
constructive working relationship which will continue throughout the Term. In order to facilitate
maintenance of that relationship, each desires to set forth remedy provisions by which any
disagreements can be resolved.



15.1 Expedited Arbitration.



(a) Matters Subject to Arbitration. In order to promote the efficient resolution of
disputes that may arise between the parties, the parties hereby agree that all disputes arising out
of or relating to the following matters (“Arbitrable Matters”) shall be exclusively subject
to the Arbitration Procedures set forth below in this section:



(i) Characterization of Audiovisual Content. Any disputes relating to whether content is a
Program, Licensed Content, Co-Produced Content, an Acquired Completed Novela, Acquired Completed
Content, a Co-Produced Local Novela, a Televisa Local Novela or Acquired Other Content or if the
procedures of Section 2 relating thereto have been followed;



(ii) Editing. Any disputes over editing of Licensed Content, including whether such Licensed
Content constitutes “Televisa Spoiler Content”;



(iii) Unsold Advertising. Any disputes relating to the use, placement and/or pricing of
unsold advertising;



(iv) Packaged Sales. Any disputes relating solely to the procedures applicable to the review,
evaluation and reporting of Packaged Sales and not to the allocation or attribution of Packaged
Sales;



(v) Mexican Soccer Fees. Any disputes regarding the allocation of Mexican Soccer Fees under
Section 10.2(d)(iii);



(vi) Replacement Team. Any disputes with respect to whether any Mexican Soccer League team is
generally comparable or superior to an applicable sold, demoted or acquired team for purposes of
the team replacement provisions set forth in Section 10.



(vii) Corporate Opportunities. Any disputes in connection with the procedures for the
corporate opportunities matters set forth in Section 16;



(viii) Excluded Content. Any disputes as to whether any Audiovisual Content constitutes
“Excluded Content” or “Televisa Publications Content”;



(ix) Audit Information and Procedures. Any disputes solely regarding Licensor’s contractual
entitlements to information, documents and access to personnel under the audit rights provisions
set forth in Sections 9.3, 9.4, 9.5 or 11.6, and not the findings
or results of any audit;


 


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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


(x) Approval of Third Party Arrangements. Any disputes relating to Licensor’s approval rights
relating to Licensee’s arrangements with third parties for the Broadcast of Licensed Content, as
set forth in Section 4;



(xi) Technical Specifications. Any disputes relating to Licensor’s approval rights relating
to the Technical Specifications for Licensee’s carrying out Technological Enhancements, as set
forth in Section 8.11;



(xii) Offensive / Politically Insensitive Content. Any disputes relating to Licensee’s
obligation to use commercially reasonable efforts to address Licensor’s concerns regarding
offensive or politically insensitive content on third party platforms, as set forth in Section
3.8;



(xiii) Clearances. Any disputes relating to Licensor’s obligation to use commercially
reasonable efforts to obtain Clearances requested by Licensee, as set forth in Section
8.13;



(xiv) Televisa Spoiler Content. Any disputes relating to Licensor’s obligation to use
commercially reasonable efforts to prevent the Broadcast or publishing of Televisa Spoiler Content
pursuant to Section 1.4;



(xv)  ***



(xvi) Co-Production Costs. Any disputes with respect to the appropriate percentage of the
combined costs of Co-Produced Content to be borne by each of Licensee and Grupo Televisa pursuant
to Section 2.3;



(xvii) Windows. Any disputes with respect to what constitutes the customary theatrical
availability window for Movies or the customary Free Television availability window for Pantelion
Movies in the Territory as of the date in question;



(xviii) Monetization of Territory Audiences. Any disputes with respect to Licensee’s or Grupo
Televisa’s compliance with the terms and conditions of Section 19;



(xix) Industry Practice. Any disputes regarding what constitutes “industry practice” or how
any terms are “commonly understood in the entertainment industry”, or other disputes regarding
similar standards;



(xx) Promotions in Televisa Publications Content. Any disputes regarding whether promotional
materials contained in any Televisa Publications Content complies with the limitations in the
proviso set forth in Section 1.3(b)(i)(A); and



(xxi) Other Matters. Any other matters expressly identified in this Agreement as subject to
binding arbitration under this Section 15.1.


 


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(b) Selection of Umpire.



(i) Initial Umpire. All Arbitrable Matters shall be resolved by a single umpire sitting in
New York (the “Umpire”). The parties hereby agree that the first Umpire shall be the
Honorable Albert M. Rosenblatt, subject to his consent and provision of an affidavit that certifies
that the Umpire, the Umpire’s employer or any of his/her Affiliates, and the Umpire’s spouse,
children, parents or siblings have not been employed or engaged by any party or his/her Affiliate
within the proceeding ten years, that there are no grounds for disqualification under 28 U.S.C.
§455, and that the Umpire knows of no other reason that he or she cannot be completely independent
in resolving any dispute (the “Umpire’s Certificate”). The Umpire shall submit an updated
Umpire’s Certificate annually upon the anniversary of the Umpire’s selection.



(ii) Replacement Umpire. If the Umpire is removed, resigns or is unable or refuses to serve
for any reason, or if Albert Rosenblatt does not consent or is unable to provide the Umpire’s
Certificate, then the parties shall mutually select a replacement within thirty (30) days. If the
parties cannot mutually select a replacement, then any party may seek the selection of a
replacement under the procedural rules set forth by JAMS from its Business/Commercial,
Entertainment/Sports and/or Federal Judge neutrals list.



(iii) Umpire Term. Any Umpire named herein, unless having been removed, having resigned, or
being unable or refusing to serve, shall serve for a period of one year. At the end of that one
(1) year period or any succeeding one (1) year period, the parties may mutually agree to have the
then named Umpire continue for an additional year. In the event that the parties do not so agree,
a successor Umpire shall be selected pursuant to the procedures in Section 15.1(b)(ii) and
under no circumstances shall there be any disclosure to the sitting Umpire of which party may have
declined to agree to the sitting Umpire’s continued service. If an Arbitrable Matter is currently
pending before the sitting Umpire at the time of the one (1) year anniversary of the Umpire’s
selection, that Umpire shall not be removed from that Arbitrable Matter, even if the parties no
longer agree to continue to use that Umpire for the succeeding one (1) year on other Arbitrable
Matters. An Umpire shall resign if the Umpire learns of information at any time that would prevent
that Umpire from issuing an Umpire’s Certificate, including if an Arbitrable Matter happens to be
pending before that Umpire, unless the parties consent to the Umpire’s completing the resolution of
that Arbitrable Matter or otherwise remaining in his or her position.



(c) Conduct of Umpire. Once selected, the Umpire shall be given a copy of this
Agreement. The Umpire may not have ex parte communications with either party or its
representatives, including counsel. At the commencement of any Arbitration Procedure, the Umpire
shall reissue the Umpire’s Certificate as of the date thereof; the mere failure to so reissue shall
not be the basis for challenging the Umpire’s decision provided the Umpire could have reissued the
Umpire’s Certificate.


 


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(d) Proceedings.



(i) Initiation of Arbitration Procedure. Any party may initiate an Arbitration Procedure to
resolve an Arbitrable Matter by sending a statement of no more than three (3) pages to the other
party setting forth the dispute giving rise to the Arbitrable Matter and
the party’s basis for contending that the matter is subject to Arbitration (the “Dispute
Notice”). The other party may submit within five (5) days a responsive statement of no more
than five (5) pages contending that the dispute is not subject to this Arbitration Procedure or
raising such other disputes it wishes to be determined in that Arbitration Procedure, which
questions shall be promptly determined by the Umpire.




(ii) Arbitration Procedure. The “Arbitration Procedure” shall be the following:



(A) Within five (5) days of delivery of the Dispute Notice, and prior to any proceedings
before the Umpire, senior representatives with responsibility for the matter in dispute (or a
senior representative to whom such responsible senior representative reports) or counsel of each
party who have the authority to bind that party, shall meet and engage in good faith negotiations
to attempt to resolve the dispute.



(B) Within twenty (20) days of delivery of the Dispute Notice, the parties shall submit
memoranda of no more than twenty-five (25) pages setting forth their positions and attaching the
evidence, affidavits, reports, appraisals or other information relating thereto as the submitting
party deems appropriate. The parties may submit within five (5) days thereafter responsive
memoranda of no more than ten (10) pages setting forth their positions and attaching the evidence,
affidavits, reports, appraisals or other information relating thereto as the submitting party deems
appropriate. After the submission of any such memoranda and supporting materials, a party may not
make any additions to or deletions from, or otherwise change, such submission unless otherwise
permitted by the Umpire. Subject to Section 15.1(d)(iii), if a party fails to deliver its
submission within the required time period, such party shall be deemed to have irrevocably waived
its rights to make such submission and the Umpire shall resolve the matter based on timely
submissions received.



(C) The Umpire shall not conduct evidentiary hearings unless the Umpire deems it necessary for
resolution of the dispute or upon a showing of good cause by either party. Discovery shall not be
allowed except upon a showing of good cause by either party. Evidentiary hearings shall be
conducted consistent with JAMS rules for arbitration hearings. Upon request of either party, the
Umpire shall provide opportunity for oral presentations and argument. The Umpire may also, upon
request of either party, allow post argument briefing. Upon the latter of the receipt of the
submissions, oral presentations or evidentiary hearings, the Umpire shall resolve the dispute
within ten (10) days. The Umpire shall render his or her decision in a signed and acknowledged
written instrument. Such writing shall include the reasons for the Umpire’s decision.



(iii) Time Periods / Page Limits. Upon application of either party, the Umpire may shorten or
extend the time for the Arbitration Procedures or shorten or extend the page limits of any
submission if necessary under the circumstances and for good cause shown. It shall be presumed
that good cause can be shown for shortening time frames in any Arbitration Procedure if necessary
to preserve a Broadcast schedule in the case of disputes described in Sections 15.1(a)(ii),
15.1(a)(xiii), 15.1(a)(xiv) or 15.1(a)(xvii) or to preserve a business
opportunity in the case of disputes described in Sections 15.1(a)(i), 15.1(a)(vii)
or 15.1(a)(x) in
which case the time periods for the Arbitration Procedures shall be set in order to preserve
such Broadcast schedule or business opportunity.


 


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(iv) Interim Relief. The Umpire shall be empowered to order interim relief. The parties may
also seek provisional remedies in aid of jurisdiction from the courts set forth in Section
15.1(d)(vi).



(v) Remedial Power. The Umpire shall have plenary power to resolve any and all Arbitration
Matters, in such manner as the Umpire in his or her discretion deems appropriate consistent with
the applicable substantive Law. In exercising such powers, the Umpire may, without limitation,
determine what actions any party must take in order to effectuate the intent and purposes of this
Agreement.



(vi) Enforcement. Any decision by the Umpire shall constitute an award by the Umpire and
enforcement or other proceedings, with respect to the Arbitration shall be brought exclusively in
either the United States District Court for the Southern District of New York or the Supreme Court
of the State of New York, County of New York and the parties consent to in personam jurisdiction
therein. A ruling by the Umpire shall be deemed final and not subject to appeal unless vacated on
the ground that the Umpire was biased, engaged in improper conduct or the ruling concerned a
Non-Arbitrable Matter.



(vii) Location. The place of Arbitration shall be New York, New York and the Arbitration and
enforcement thereof shall be governed by New York procedural Law governing arbitrations.



(viii) Miscellaneous. Each party shall pay its own fees and expenses relating to the
Arbitration Procedures. The parties shall share equally the fees and expenses of the Umpire. All
submissions or other communications under the Arbitration Procedures shall be sent by electronic
mail and overnight courier. All submissions or other communications or proceedings under the
Arbitration Procedures shall be in English. The Arbitration Procedures shall be confidential
except to the extent necessary to enforce an award of the Umpire or as otherwise required by Law.



(e) Non Arbitrable Matters. All disputes other than those set forth in Section
15.1(a) are not subject to the Arbitration Procedures unless the parties mutually agree in
writing to submit them to the Arbitration Procedures.



15.2 Dispute Resolution. In the event that either party claims that the other party has breached its obligations
hereunder with respect to a matter that is not an Arbitrable Matter as set forth in Section
15.1(a), or its obligations under the International Program Rights Agreement (as amended by the
IPRA Amendment) or the Sales Agency Agreement or the Amended and Restated 2011 Mexico License
Agreement with respect to a matter that is not an arbitrable matter thereunder:



(a) Royalty Breaches. In the case of a breach with respect to payment of the Royalty,
the dispute shall be submitted for determination pursuant to California Code of Civil Procedure
Section 638 private judge under the rules of JAMS and the amount of any decision shall include
actual attorneys’ fees of the prevailing party and if a dollar amount is awarded, such
determination shall provide for pre-judgment interest at the rate of twenty-five percent (25%)
per annum on any unpaid amount determined to have been due from the date thirty (30) days after
payment should have been made and post-judgment interest at the rate of twenty-five percent (25%)
per annum.


 


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(b) Non-Royalty Breaches. In the case of a breach other than with respect to payment
of the Royalty (whether non-monetary or by way of a claim for damages), except as provided in
Section 15.1, the dispute shall be submitted to the private judge as above, with at least a
demand for injunctive relief (including thereby specific performance); the prevailing party shall
be awarded its actual attorneys’ fees and, in the event that damages are awarded (whether or not
the demanded injunctive relief is granted), such interest as may be determined to be appropriate by
the private judge; and



(c) Other Claims. In the case of any other action relating to or arising out of this
Agreement, including any action for declaratory judgment or any demand for injunctive relief
against a threatened breach, except as provided in Section 15.1, the dispute shall be
submitted to the private judge as provided in Section 15.2(a), and the prevailing party
shall be awarded its actual attorneys’ fees.



(d) Interim Relief. In the event of a dispute in which injunctive relief is sought
and that is otherwise subject to jurisdiction of the private judge hereunder, if the private judge
has not yet been assigned, a party may seek a temporary restraining order or similar order in any
court specified in Section 15.6 until the assignment of a private judge and such private
judge’s determination of whether to grant injunctive relief, and the private judge shall not be
precluded from granting any other relief, including damages, as permitted by this Section
15.2.



15.3 Cure Rights; Determination of Material Breaches Leading to Right to Terminate; No
Right of Appeal.



(a) Opportunity to Cure. In the case of a breach with respect to payment of the
Royalty, the breaching party shall have sixty (60) days after notice of non-payment to cure such
breach by making full payment along with twenty-five percent (25%) per annum interest accruing from
the thirtieth (30th) day after the date payment should have been made; provided,
however, that if the payment is not made unconditionally, such payment shall not affect the
commencement or continued running of such interest.



(b) Repeated Failures. Notwithstanding the foregoing or any other provision hereof,
(i) repeated failure to make payment when required, even if subsequently cured; and/or (ii)
repeated failure to provide the attested royalty statements, reports and/or certificates or to
comply with other audit and information rights set forth under Section 9, may, in the case
of (i) and/or (ii) be a basis for a proceeding before the private judge and, if determined by the
private judge to have been cumulatively material and evincing an intent to avoid, or reckless
disregard for, compliance with such obligations, shall be determined by the private judge to
constitute a material breach giving rise to a right of termination in the non-breaching party. In
the event of any such breach, the party asserting the breach shall advise the other party in
writing of such claimed breach reasonably promptly after discovering such breach.


 


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(c) Materiality Threshold. Notwithstanding any other provision of this Agreement, in
any proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary of
the date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), the
Sales Agency Agreement or the Amended and Restated 2011 Mexico License Agreement (it being
understood that any breach of the International Program Rights Agreement (as amended by the IPRA
Amendment), the Sales Agency Agreement or the Amended and Restated 2011 Mexico License Agreement
prior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to be
material or give rise to a right of termination by the non-breaching party)—whether with respect
to payment of the Royalty or otherwise, a finding of breach by the private judge shall not be
deemed material and shall not give rise to a right of termination by the non-breaching party
unless: (i) in the case of a breach with respect to payment of Royalty, the party against whom the
determination of breach has been made by the private judge fails to pay the amount awarded by the
private judge with interest in full within ten (10) Business Days of the decision by the private
judge; or (ii) in the case of a breach other than with respect to payment of Royalty, the party
against whom relief (preliminary or final) has been ordered or adjudged by the private judge or
Umpire fails to comply with such order or judgment; or (iii) the party determined to be guilty of
breach by the private judge or Umpire has twice previously been determined to be guilty of a breach
(whether with respect to payment of the Royalty or otherwise) by the private judge or Umpire, such
second breach having occurred subsequent to the determination by the private judge or Umpire of
initial breach and such third breach having occurred subsequent to the determination by the private
judge or Umpire of second breach, and each such breach is determined by the private judge to either
(A) in the case of breaches with respect to payment of the Royalty, be a breach or a series of
breaches committed within the same fiscal year which individually or in the aggregate are for
amounts equal to or greater than ten percent (10%) of the Royalty due for the fiscal year
immediately preceding the fiscal year in which the claimed breach or breaches occur, or if the
series of breaches was not committed within the same fiscal year, which in the aggregate are for
amounts equal to or greater than ten percent (10%) of the aggregate of the Royalty due for each
fiscal year immediately preceding each of the fiscal years in which such claimed breaches occur, or
(B) in the case of all other determined breaches, evince an intent to avoid, or reckless disregard
for, compliance with the obligations that are the basis of the breach; or (iv) pursuant to
Section 15.3(b). For the avoidance of doubt, any determination by the Umpire shall be
conclusive as to whether there was a breach, and only the issue of whether the breach or breaches
evince an intent to avoid or reckless disregard for compliance with the obligations that are the
basis of the breach shall be determined by the private judge.



(d) Right to Terminate Following Material Breach. If a determination has been made
that any breaches (whether with respect to payment of the Royalty or otherwise) are individually or
cumulatively material consistent with the foregoing, then the non-breaching party shall have the
right to elect to terminate this Agreement, which election shall be made not later than sixty (60)
days after the determination of the existence of such material breach. This Agreement shall
terminate sixty (60) days after written notice of such election to terminate.



(e) No Right to Appeal. Decisions of the private judge as to the foregoing shall be
final and the parties waive any right to appeal.


 


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15.4 Satisfaction of Indemnification Obligations Cures Inaccuracy of Licensor
Representations and Warranties. Notwithstanding the foregoing, the inaccuracy of any of Licensor’s representations and
warranties contained in Section 12 hereof shall not be deemed to be a breach of its
obligations for purposes of Sections 15.3(b) and 15.3(c) to the extent that
Licensor satisfies its indemnification obligations with respect to such inaccuracy.



15.5 Governing Law. This Agreement and the legal relations among the parties shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts between California
parties made and performed in that State, without regard to conflict of laws principles; except
that the procedural laws of the State of New York shall apply to the Arbitration Procedures (as set
forth in Section 15.1) and the enforcement thereof.



15.6 Jurisdiction; Venue; Service of Process. Except to the extent provided in Sections 15.1 and with respect to the provisions
of Section 15.2, each of the parties irrevocably submits to the jurisdiction of any
California State or United States Federal court sitting in Los Angeles County in any action or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby,
and irrevocably agrees that any such action or proceeding may be heard and determined only in such
California State or Federal court. Each of the parties irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the maintenance of any such
action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the
“Process Agent”), with an office on the date hereof at 818 West 7th Street, Los Angeles,
CA, 90017 as his or its agent to receive on behalf of him or it and his or its property service of
copies of the summons and complaint and any other process which may be served in any such action or
proceeding. Such service may be made by delivering a copy of such process to any of the parties in
care of the Process Agent at the Process Agent’s above address, and each of the parties irrevocably
authorizes and directs the Process Agent to accept such service on its behalf. As an alternate
method of service, each of the parties consents to the service of copies of the summons and
complaint and any other process which may be served in any such action or proceeding by the mailing
or delivery of a copy of such process to such party at its address specified in or pursuant to
Section 20.5. Each of the parties agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Law.



15.7 Specific Performance; Injunctive Relief. The parties hereto agree that irreparable damage may occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which they are entitled at law or
in equity.


 


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15.8 Certain Limitations. Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall
be
liable to any other party under this Agreement for any special, consequential, punitive or
exemplary damages (including lost or anticipated revenues or profits relating to the same) arising
from any claim under this Agreement, whether such claim is based on warranty, contract, tort
(including negligence or strict liability) or otherwise; provided, however, that
this limitation shall not preclude Licensee from seeking any such damages if, prior to a private
judge determining pursuant to Section 15.3 that Licensor is entitled to terminate this
Agreement, Licensor (or any of its affiliates) takes any action to intentionally suspend access to,
withdraw, refuse to furnish, or otherwise directly or indirectly make unavailable Licensed Content;
provided, that for the avoidance of doubt, no such damages shall be available if such
action on the part of Licensor arises out of a specific dispute (a) as to Licensor’s withdrawal of
a specific item or series of items of Licensed Content pursuant to Section 8.10, (b) as to
Licensor’s cancellation of production of any Licensed Content, or (c) of a type contemplated by
Section 15(a)(i) or 15(a)(viii).



16. First Opportunity Rights.



16.1 Proposed New Businesses.



(a) Notice and Information. If Grupo Televisa intends to enter into a Proposed New
Business during the Term and (i) Licensee or one of its controlled Affiliates is not in good faith
actively pursuing for itself the Proposed New Business, or (ii) the Proposed New Business is
significantly and meaningfully different from any current business Licensee and its controlled
Affiliates are actively pursuing for themselves (regardless of whether such Proposed New Business
is in the same genre, field, market or space as any business Licensee and its controlled Affiliates
are currently engaged in, but in no event shall a Proposed New Business include a Linear Television
Channel), Licensor will notify Licensee in writing and, on a timely basis, provide Licensee with
information, if any, that Grupo Televisa has used (as of the time of such provision) to evaluate
the opportunity that is reasonably necessary and appropriate for Licensee’s consideration of such
Proposed New Business (but not information which includes information regarding other businesses of
Grupo Televisa).



(b) Licensee Election. Within thirty (30) days of being so notified, Licensee may
notify Licensor that it elects in good faith to enter into the Proposed New Business and, in that
case, if Licensee or one of its controlled Affiliates enters into and reasonably develops that
Proposed New Business within a reasonable time period, then Grupo Televisa will not pursue such
Proposed New Business and the revenues relating to the Proposed New Business will become part of
the Royalty Base to the same extent as revenues would have been included (subject to applicable
deductions or exclusions, if any) in the Royalty Base if the Proposed New Business had been
initially developed by Licensee. If Licensee elects to enter the Proposed New Business, Licensee
(i) will consult with Licensor in good faith on the initial business and financial objectives for
the Proposed New Business and the initial business plan,; (ii) will provide to Licensor the final
version of such business plan; and (iii) will provide BMPI’s board of directors (or an appropriate
committee thereof which includes a Grupo Televisa representative) with quarterly updates on the
performance of the Proposed New Business. In the event that Licensee does not notify Licensor
within the 30-day period that it elects to enter the Proposed New Business or Licensee or one of
its controlled Affiliates does not thereafter
reasonably and actively develop the Proposed New Business within a reasonable time period,
then Grupo Televisa will be permitted to, within a reasonable time period, enter into the Proposed
New Business and any Audiovisual Content that is related to the Proposed New Business will be
“Televisa Proposed New Business Content” (and shall be subject to the limitations set forth
in the definition of “Televisa Publications Content”, other than clause (b) of such definition (as
such Audiovisual Content must instead relate to, or complement, the Proposed New Business and not a
Televisa Publication)).


 


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(c) Good Faith Requirement. Licensee shall exercise its rights under this Section
16.1 only in good faith to permit Licensee to engage in a Proposed New Business in the
Territory and not to block Grupo Televisa’s ability to engage in the Proposed New Business.
Similarly, Grupo Televisa shall only propose Proposed New Business opportunities that Grupo
Televisa, in good faith, intends to pursue in the Territory.



(d) Televisa Option to Participate Following Sell-Down. Notwithstanding the
foregoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one of
its controlled Affiliates wishes to enter a Proposed New Business proposed by Grupo Televisa
hereunder, then Grupo Televisa may participate in the Proposed New Business such that Grupo
Televisa, on the one hand, and Licensee and its controlled Affiliates, on the other hand, will each
have a 50% economic and voting interest in the Proposed New Business (or such other allocation of
economic and voting interests as agreed by Licensee and Licensor in good faith). Licensee and
Licensor will agree in good faith on the business and financial objectives and business plan and
the management of the Proposed New Business. In such event, the parties shall mutually agree on
the appropriate treatment and allocation of revenues derived or generated from, and costs paid or
incurred with respect to, the Proposed New Business (which treatment and allocation, for the
avoidance of doubt, may involve the exclusion of all or a portion of any revenues from the Royalty
Base).



(e) No Televisa Linear Television Channels. It is understood and agreed that,
notwithstanding anything to the contrary contained herein, Grupo Televisa shall not pursue a
Proposed New Business that consists primarily of the ownership and/or operation of a Spanish
language Linear Television Channel in the Territory during the Term.



16.2 Stand Alone Business.



(a) Notice and Information. If Grupo Televisa proposes to acquire (whether by merger,
acquisition of stock or assets, partnership, joint venture or otherwise) a Stand Alone Business
during the Term, Licensor will offer Licensee and its controlled Affiliates, by written notice in a
timely manner, the opportunity to elect, within thirty (30) days (or shorter period if necessary so
as not to lose the opportunity (e.g. if the bid deadline does not permit a thirty (30)-day election
period)) of receipt of such notice, to seek to acquire the Stand Alone Business; provided,
that Licensor will use good faith efforts not to delay notice so as to jeopardize Licensee’s
ability to acquire such Stand Alone Business. Concurrently with the delivery of the aforementioned
notice, Licensor will provide Licensee with information, if any, that Grupo Televisa has used (as
of the time of such delivery) to evaluate the opportunity that is reasonably necessary and
appropriate for Licensee’s consideration of such Stand Alone Business (but not
information which includes information regarding other businesses of Grupo Televisa), subject
to any legal or third party contractual confidentiality restriction


 


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(b) Licensee Election. In the event that Licensee or one of its controlled Affiliates
accepts the opportunity to attempt to acquire the Stand Alone Business, then Licensee will
negotiate the proposed acquisition in good faith with the seller of the Stand Alone Business and
pay all costs relating to the acquisition. If Licensee or one of its controlled Affiliates
acquires the Stand Alone Business, and Licensee elects (by written notice to Licensor) and is
permitted hereunder to Broadcast any Licensed Content on such Stand Alone Business, the revenues
relating to such Stand Alone Business will become part of the Royalty Base to the same extent as
revenues would have been included (subject to applicable deductions or exclusions, if any) in the
Royalty Base if the Stand Alone Business had been initially engaged in by Licensee. If Licensee
and its controlled Affiliates do not accept the opportunity to acquire the Stand Alone Business
within thirty (30) days (or shorter period if necessary so as not to lose the opportunity (e.g. if
the bid deadline does not permit a thirty (30)-day period)) of Grupo Televisa’s offer or Licensee
and its controlled Affiliates do not acquire the Stand Alone Business, are not actively pursuing
negotiations in good faith with the seller, Grupo Televisa may, within a reasonable period of time,
seek to acquire and acquire the Stand Alone Business and any Audiovisual Content that is related to
the Stand Alone Business will be “Televisa Stand Alone Business Content”.



(c) Televisa Option to Participate Following Sell-Down. Notwithstanding the
foregoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one of
its controlled Affiliates wishes to enter the Stand Alone Business, then Grupo Televisa may acquire
fifty percent (50%) of the Stand Alone Business with Licensee or one of its controlled Affiliates
acquiring fifty percent (50%) (or such other allocation of ownership as agreed by Licensee and
Licensor in good faith), and Licensee and Licensor will agree in good faith on the business and
financial objectives and business plan and the management of the Stand Alone Business. In such
event, the parties shall mutually agree on the appropriate treatment and allocation of revenues
derived or generated from, and costs paid or incurred with respect to, the Stand Alone Business
(which treatment and allocation, for the avoidance of doubt, may involve the exclusion of all or a
portion of any revenues from the Royalty Base).



(d) No Televisa Linear Television Channels. It is understood and agreed that,
notwithstanding anything to the contrary contained herein, Grupo Televisa shall not pursue a Stand
Alone Business that consists primarily of the ownership and/or operation of a Spanish language
Linear Television Channel in the Territory during the Term.



16.3 Carve Out Business.



(a) Notice and Information. If Grupo Televisa proposes to acquire (whether by merger,
acquisition of stock or assets, partnership, joint venture or otherwise) a Carve Out Business
during the Term, Grupo Televisa may undertake and consummate an acquisition of the larger business
of which the Carve Out Business is a part at any time. However, without restricting or impeding
the ability of Grupo Televisa to undertake and consummate such acquisition, Licensor will use its
commercially reasonable efforts to offer (including after Grupo Televisa has completed the
acquisition of the larger business) Licensee and its controlled
Affiliates, by written notice in a timely manner, the opportunity to elect, within sixty (60)
days of receipt of such notice, to seek to acquire the Carve Out Business. Concurrently with the
delivery of the aforementioned notice, Licensor will provide Licensee with information that Grupo
Televisa has used (as of the time of such delivery) to evaluate the opportunity that is reasonably
necessary and appropriate for Licensee’s consideration of such Carve Out Business (but not
information which includes information regarding other businesses of Grupo Televisa), subject to
any legal or third party contractual confidentiality restrictions.


 


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(b) Licensee Election. In the event that Licensee or one of its controlled Affiliates
accepts the opportunity to acquire the Carve Out Business, Licensor will, at its election, either
(i) permit Licensee to negotiate the acquisition of the Carve Out Business with the seller of the
Carve Out Business and pay all costs relating to such acquisition (and in any event Grupo Televisa
can pursue the acquisition of the larger business other than the Carve Out Business); or (ii)
require Licensee, as promptly as reasonably practicable (in the context of the circumstances of the
particular acquisition) following the closing of Grupo Televisa’s acquisition of the larger
business, to purchase the Carve Out Business in exchange for a cash payment to Grupo Televisa equal
to the agreed fair market value of the Carve Out Business (based upon the value that would
reasonably be expected to be obtained in a sale of the entire Carve Out Business as a going concern
with no discount as a result of illiquidity or otherwise) and Grupo Televisa and Licensee will
negotiate in good faith the carve out of the Carve Out Business as a separate business from the
larger acquisition (including, if applicable, one-time and/or ongoing arms-length payment(s) for
content and/or any other rights, assets or services from the larger business). If the fair market
value of the Carve Out Business cannot be agreed by Grupo Televisa and Licensee after thirty (30)
days, the fair market value shall be determined by the Independent Appraiser Process. If Licensee
or one of its controlled Affiliates acquires the Carve Out Business and elects (by written notice
to Licensor) to and is permitted hereunder to Broadcast any Licensed Content on the Carve Out
Business, the revenues relating to such Carve Out Business will become part of the Royalty Base to
the same extent as revenues would have been included (subject to applicable deductions or
exclusions, if any) in the Royalty Base if the Carve Out Business had been initially developed by
Licensee. If Licensee does not accept the opportunity to acquire the Carve Out Business within the
sixty (60) day period, or does so but does not acquire the Carve Out Business, is not pursuing
negotiations in good faith with the seller, or it would not be commercially feasible to carve out
the Carve Out Business despite Licensor’s use of its commercially reasonable efforts, Grupo
Televisa may acquire or retain the Carve Out Business, as part of the larger acquisition, and any
Audiovisual Content that is related to the Carve Out Business will be “Televisa Carve Out
Business Content”.



(c) Televisa Option to Participate Following Sell-Down. Notwithstanding the
foregoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one of
its controlled Affiliates wishes to acquire the Carve Out Business proposed by Licensor hereunder,
then Grupo Televisa may acquire or retain fifty percent (50%) of the Carve Out Business with
Licensee or one of its controlled Affiliates acquiring fifty percent (50%) (or such other
allocation of ownership as agreed by Licensee and Licensor in good faith) and Licensee and Licensor
will agree in good faith on the business and financial objectives and business plan and the
management of the Carve Out Business. In such event, the parties shall mutually agree on the
appropriate treatment and allocation of revenues derived or generated from, and costs paid or
incurred with respect to, the Carve Out Business (which treatment and allocation, for the
avoidance of doubt, may involve the exclusion of all or a portion of any revenues from the
Royalty Base). In no event shall this Section 16.3(c) restrict or impede the ability of
Grupo Televisa to undertake and consummate an acquisition of the larger business.


 


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(d) Fair Market Value. The “Independent Appraiser Process” shall mean the
process set forth in this Section 16.3(d). Each of Licensor and Licensee shall be entitled
to select and engage an investment banker of recognized standing in North America (the “Initial
Appraisers”). The Initial Appraisers shall be entitled to consult with each other with respect
to their reports, and Licensor and Licensee shall provide them with the information to which
Licensee is entitled pursuant to Section 16.3(a) and other information that is customary
and reasonably requested by the Initial Appraisers regarding the applicable Spanish language Linear
Television Channel. Each of the Initial Appraisers shall have thirty (30) days to determine a
preliminary fair market value and provide Licensor and Licensee with a preliminary report thereon
(the “Appraiser Report”). If the higher of the preliminary fair market values is not more
than one hundred ten percent (110%) of the lower of such fair market values, then the fair market
value shall equal the average of the preliminary fair market values. If the higher of the
preliminary fair market values is more than one hundred ten percent (110%) of the lower of such
fair market values, then not more than ten (10) days after the delivery of both Appraiser Reports
to Licensor and Licensee, the Initial Appraisers will together designate another investment banker
of recognized standing in North America who is not affiliated with Grupo Televisa or the Company
(as defined in the Investment Agreement) (the “Third Appraiser”), who shall be informed of
the preliminary fair market values determined by the Initial Appraisers and provided with copies of
their Appraiser Reports and the information provided to the Initial Appraisers. The Third
Appraiser will have thirty (30) days to determine a preliminary fair market value and provide
Licensor and Licensee with a report thereon. If the Third Appraiser’s preliminary fair market
value is within the middle one-third of the range of values between the preliminary fair market
values of the Initial Appraisers (the “Mid-Range”), then the fair market value shall be
equal to the preliminary fair market value of the Third Appraiser. If the Third Appraiser’s
preliminary fair market value does not fall within the mid-range, then the fair market value will
be the average of (x) the Third Appraiser’s preliminary fair market value; and (y) either the high
or low preliminary fair market value of the Initial Appraisers, whichever is closest to the Third
Appraiser’s preliminary fair market value; provided, that the fair market value shall not
be less than the lower of the preliminary fair market values determined by the Initial Appraisers
or greater than the higher of the preliminary fair market values determined by the Initial
Appraisers.



(e) Linear Television Channels. Notwithstanding anything contained in Sections
16.3(a), (b) and (c), if the Carve Out Business in question consists of the
ownership and/or operation of a Spanish language Linear Television Channel, the following shall
apply:



(i) Free Television Channel. If, as part of such larger acquisition, Grupo Televisa acquires
a Spanish language Free Television channel in the Territory, Licensor shall offer to Licensee the
right to acquire the Free Television channel as a Carve Out Business (pursuant to the terms and
conditions of this Section 16.3); provided, that if Licensee does not acquire such
Spanish language Free Television channel, for any reason, Grupo Televisa shall, as promptly as
reasonably practicable, entirely divest itself of such Spanish language Free Television channel.



(ii) Channel Other Than Free Television Channel. If, as part of such larger acquisition,
Grupo Televisa acquires any Spanish language Linear Television Channel other than a Free Television
channel, Licensor shall offer to Licensee the right to acquire such Spanish language Linear
Television Channel as a Carve Out Business (pursuant to the terms and conditions of this
Section 16.3). If Licensee elects not to acquire the Linear Television Channel at such
market value, or elects not to acquire the Linear Television Channel for any other reason, Grupo
Televisa shall be permitted to retain or sell such Spanish language Linear Television Channel.


 


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17. Sale of Licensee Assets.



17.1 Sale of Networks / Stations. Except as expressly consented to in writing by
Licensor (which consent may be withheld in Licensor’s sole and absolute discretion), Licensee shall
not directly or indirectly, including through its respective subsidiaries or any other controlled
Affiliates, enter into or consummate any arrangement to sell, transfer or otherwise dispose of
(including by way of spin-off or other similar transaction) any interest in any Network (excluding,
for purposes of this Section 17.1, WLII, WSUR and WSTE in Puerto Rico). Except as
expressly consented to in writing by Licensor (which consent may be withheld in Licensor’s sole and
absolute discretion), Licensee shall not directly or indirectly, including through its respective
subsidiaries or any other controlled Affiliates, enter into or consummate any arrangement to sell,
transfer or otherwise dispose of (including by way of spin-off or other similar transaction) any
interest in, transfer operational responsibility for or disaffiliate from the Networks any of the
Specified Stations, except that Licensee shall be permitted to:



(a) Replacement Station. Sell or dispose of a Specified Station so long as (i) one or
more other station(s) owned and operated by Licensee and within the same market as such Specified
Station and affiliated with the same Network or Networks as such Specified Station (a
“Replacement Station”) can replace the operations of the transferred station through the
operation of the Replacement Station which is reasonably comparable to the Specified Station
(including substantially comparable or better coverage), (ii) the total revenues of the Replacement
Station are greater than or equal to the total revenues of such Specified Station as of the date of
the sale or disposition, and (iii) the Replacement Station shall be a Station for purposes of the
Royalty Base, with the national and local revenues of the Replacement Station included in the
Royalty Base;



(b) Affiliated Stations. Sell or dispose of a Specified Station if (i) such Specified
Station continues to be affiliated with the Network(s) with which it was affiliated prior to such
sale or disposition for the Term, (ii) such Specified Station shall continue to be a Station for
purposes of the Royalty Base, with the national and local revenues of such Specified Station
included in the Royalty Base, and (iii) the acquirer of such Specified Station agrees, in a writing
to which Licensor is a party or a beneficiary, to provide revenue information for the station to
Licensee and to be bound (and to require any successor acquirer to be bound) by the provisions of
this Section 17.1 as though it were a party hereto and such Specified Station continued to
be a Specified Station hereunder;



(c) Transfer of Operational Responsibility. Transfer operational responsibility for a
Specified Station if (i) such Specified Station continues to be affiliated with the Network(s) with
which it was affiliated prior to such sale or disposition for the Term, (ii) such Specified Station
shall continue to be a Station for purposes of the Royalty Base, with the national and local
revenues of such Specified Station included in the Royalty Base, and (iii) the person assuming
operational control of such Specified Station agrees, in a writing to which Licensor is a party or
a beneficiary, to provide revenue information for the station to Licensee and to be bound (and to
require any successor operator to be bound) by the provisions of this Section 17.1 as
though it were a party hereto and such Specified Station continued to be a Specified Station
hereunder;


 


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(d) Disaffiliation. Disaffiliate a Specified Station from a Network if (i) such
Specified Station continues to be owned by Licensee and (ii) the average of the portion of the
Royalty Base attributable to such Specified Station for each of the preceding two (2) years
continues to be included in the Royalty Base for the Term;



(e) WFTY-TV. Sell, transfer, disaffiliate or otherwise dispose of WFTY-TV currently
licensed to Smithtown, NY;



(f) Compliance with Law. Sell, transfer or otherwise dispose of a Station, if a Law
(provided that any order or decision must be final and non-appealable) requires Licensee to sell
such Station (or to lose the license for such Station in twelve (12) or fewer months if such sale
does not occur); provided, that Licensee shall use commercially reasonable efforts to
replace such Station with a reasonably comparable station as promptly as reasonably practical; and



(g) Joint Marketing and Sales Agreements. Maintain and/or extend the term of its
joint marketing and sales agreements existing on the date hereof on materially the same or better
terms for Licensee as of the Effective Date.



17.2 Sale of BMPI. Nothing contained in this Agreement (including Section
17.1) shall restrict a sale of all or substantially all of the assets of BMPI in one or a
series of related transactions, the sale of shares of BMPI, or a merger of BMPI with another
person; provided, that this Section 17.2 shall not be used by Licensee or its
Affiliates or their respective shareholders in a manner intended to circumvent the provisions of
Section 17.1.



17.3 Transfer of Program Rights. Licensee may not transfer to any third party any
rights whatsoever with respect to Licensed Content or any other Audiovisual Content of Grupo
Televisa to which Licensee has been licensed rights hereunder, in connection with the transfer of
any Spanish Language Platform or other platform or assets of Licensee or its Affiliates (other than
in connection with any transactions contemplated under Sections 17.2 and/or 20.6 or
a Sublicensing Arrangement permitted under Section 4 of this Agreement).



18. Committees.



18.1 Programming, Sales and Production Committee. Licensee shall create and maintain
an advisory,
non-board level Programming, Sales and Production Committee which shall provide non-binding
advice and guidance to Licensee and its controlled Affiliates with respect to Licensee’s
programming, sales and production efforts for its Linear Television Channels. Members of the
advisory Programming, Sales and Production Committee will be provided with information relating to
such efforts, consistent with Licensor’s cooperation obligations as set forth in Section
7.3.



18.2 Platforms Committee. Licensee shall create and maintain an advisory non-board
level Platforms Committee which shall provide non-binding advice and guidance to Licensee and its
controlled Affiliates with respect to the acquisition and/or management of new and existing
platforms on which Licensee places Audiovisual Content.


 


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18.3 Proposed New Business Committee. Licensee shall create and maintain a non-board
level New Business Committee which shall consist of the Chairman of the Board of Directors of BMPI,
the chief executive officer, chief financial officer and highest ranking officer in charge of
business development of BMPI, and one of the GT nominated directors of BMPI. In the event that
Licensor notifies Licensee of a Proposed New Business opportunity pursuant to Section
16.1(a) or Grupo Televisa offers an opportunity to seek to acquire a Stand Alone Business
pursuant to Section 16.2(a) this New Business Committee shall promptly consider such
opportunity and advise the Board of Directors of BMPI as to whether to pursue the opportunity.



18.4 Grupo Televisa Representation. Grupo Televisa shall be entitled to appoint at
least one (1) representative on each of the Programming, Sales and Production Committee and the
Platforms Committee to serve until the Information Tail Date.



19. Monetization of Territory Audiences. Licensor will not, directly or indirectly, sell,
base or determine the price of any advertising time or space, product placements or sponsorships in
any Licensed Media on the ability of viewers in the Territory to receive Licensed Content (but
expressly excluding Excluded Content and Charitable/Religious Content), subject only to the third
sentence of Section 3.7(a)(i)(B).



20. Miscellaneous.



20.1 Effect of Prior Agreements.



(a) Third Amended and Restated Program License Agreement. Except as expressly
provided herein, this Agreement supersedes and replaces the Third Amended and Restated Program
License Agreement, which is hereby terminated and shall have no further force or effect
(provided, that such termination shall not affect the rights and obligations of the parties
under Section 9.11).



(b) MOU. Annex D of the MOU is hereby terminated and shall have no further force or
effect.



(c) Participation Agreement. Licensee and GT will, following the Effective Date,
cease to assert, pursue or enforce any of their respective rights against the other and shall cease
to perform any of their respective obligations to the other under the Participation Agreement.



(d) Galavision Trademark License Agreement. The License Agreement, dated as of July
1, 1996, between The Univision Network Limited Partnership and Univsa, Inc. (the “Galavision
Trademark License Agreement”) is hereby terminated and shall have no further force and effect
(it being understood that the Galavision marks formerly included under the Galavision Trademark
License Agreement are included in the Televisa Channel Marks hereunder as more fully described in
Schedule 1).



(e) 2021 Program License Agreement. The 2021 Program License Agreement is hereby
terminated and shall have no further force or effect.


 


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20.2 Force Majeure. Neither party hereto shall be liable for or suffer any penalty or termination of rights
hereunder by reason of any failure or delay in performing any of its obligations hereunder if such
failure or delay is occasioned by compliance with governmental regulation or order, or by
circumstances beyond the reasonable control of the party so failing or delaying, including acts of
God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of
or delay in transportation (a “Force Majeure Event”). Each party shall promptly notify the
other in writing of any such event of force majeure, the expected duration thereof, and its
anticipated effect on the party affected and make reasonable efforts to remedy any such event,
except that neither party shall be under any obligation to settle a labor dispute. In the event
that Licensor is prevented by a Force Majeure Event from delivering any Licensed Content to
Licensee, if such Force Majeure Event prevents Licensor from delivering any substitute Licensed
Content to Licensee, then Licensee’s obligations to pay the Royalty under Section 9.1
hereof shall be reduced (but not below zero) for the time period or periods so affected to the
extent necessary to compensate Licensee for the cost of obtaining substitute programming.



20.3 Modification. This Agreement shall not be modified or waived in whole or in part except in writing signed
by an officer of the party to be bound by such modification or waiver. In the event that
Licensee’s ’fiscal year is changed so that it is not on a calendar year, the parties shall make
such modifications to this Agreement as are necessary to reflect such change but as do not
substantively impact any of the parties’ rights or obligations hereunder.



20.4 Waiver of Breach. A waiver by either party of any breach or default by the other party shall not be construed
as a waiver of any other breach or default whether or not similar and whether or not occurring
before or after the subject breach.



20.5 Notices. All notices and other communications required or permitted hereunder shall be in writing,
shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by a
generally recognized overnight courier service which provides written acknowledgment by the
addressee of receipt, or (c) by
both (i) facsimile and (ii) email or other generally accepted means of electronic
transmission, addressed as set forth in Schedule 10 or to such other addresses as may be
specified by like notice to the other parties. Notwithstanding the foregoing, any notices or other
communications required or permitted under Section 8.8 may be delivered by email alone
(without any accompanying facsimile notice or communication).



20.6 Assignments. Either of the parties may assign its rights hereunder and delegate its duties hereunder, in
whole or in part, to an Affiliate capable of performing the assignor’s obligations hereunder, and
either of the parties may assign its rights hereunder and delegate its duties hereunder to any
person or entity to which all or substantially all of such party’s businesses and assets are
pledged or transferred (provided that in the case of a pledge, any such assignment shall be
made only as part of a granting of collateral to support bona fide indebtedness of Licensee or its
Affiliates to a third party; provided, further, that the foregoing shall not
prohibit a pledge to one or more of the investors or investor groups in BMPI to support bona fide
indebtedness of Licensee or any Affiliate to any such investor or investor group). No such
assignment or delegation shall relieve any party of its obligations hereunder. Any such assignment
or delegation authorized pursuant to this Section 20.6 shall be pursuant to a written
agreement in form and substance reasonably satisfactory to the parties. Except as otherwise
expressly provided in this Agreement, neither this Agreement nor any rights, duties or obligations
hereunder may be assigned or delegated by any of the parties, in whole or in part, whether
voluntarily, by operation of Law or otherwise; provided, however, that Grupo
Televisa may assign, grant a security interest in or otherwise transfer its rights to payment
hereunder in connection with one or more financings. Any attempted assignment or delegation in
violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms
and provisions hereof shall be binding upon, and inure to the benefit of, the successors and
assigns of the parties. Nothing contained herein, express or implied, is intended to confer on any
person other than the parties or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.


 


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20.7 Further Assurances. Each party hereto agrees to execute any and all additional documents and do all things and
perform all acts necessary or proper to further effectuate or evidence this Agreement including any
required filings with the U.S. Copyright Office.



20.8 Information Sharing. To the extent that either party is required to provide information to the other party under
this Agreement, such party shall (and shall cause its Affiliates to) use good faith efforts to
limit contractual confidentiality restrictions with respect to agreements entered into after the
Effective Date, in order to permit the sharing of information expressly provided in this Agreement.



20.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original
instrument and all of which, when taken together, shall constitute one and the same agreement.



20.10 Severability. If any provision of this Agreement, or the application thereof,
shall for any reason or to any extent be invalid or unenforceable, then the remainder of this
Agreement and application of such provision to other
persons or circumstances shall continue in full force and effect and in no way be affected,
impaired or invalidated; provided, that the aggregate of all such provisions found to be invalid or
unenforceable does not materially affect the benefits and obligations of the parties of the
Agreement taken as a whole.



20.11 Language Rules of Construction. Unless the context otherwise clearly requires: (a) the term “third party” shall be deemed
to mean “unaffiliated third party”; (b) any pronoun shall include the corresponding masculine,
feminine and neuter forms; (c) the term “include,” “includes” and “including” shall be deemed to be
followed by the words “but not limited to”; (d) the term “will” shall be construed to have the same
meaning and effect as the word “shall”; (e) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on, or requirements with respect to, such amendments, supplements or modification set
forth herein or therein); (f) any reference herein to any person, or to any person in a specified
capacity, shall be construed to include such person’s successors and assigns or such person’s
successors in such capacity, as the case may be; (g) the words “herein,” “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular section,
clause or other subdivision; and (h) any of the defined terms may be used in the singular or the
plural, depending on the reference. Licensor and Licensee acknowledge and agree that references in
this Agreement to Licensee’s “controlled Affiliates” are sometimes used for purposes of clarity,
and that no such references (or failure to include such references) shall operate, or be deemed to
operate, to limit or impair the rights afforded to Licensee with respect to its controlled
Affiliates under Section 1.2(a).


 


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20.12 Headings. The subject headings of the sections and sub-sections of this Agreement are included for
purposes of convenience only, and shall not affect the construction or interpretation of any of its
provisions.



20.13 Entire Agreement. This Agreement, together with Annex A and the Schedules hereto, the Amended and
Restated 2011 Mexico License Agreement, the IPRA Amendment and the Sales Agency Agreement contain a
final and complete integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the parties hereto with
respect to the subject matter hereof, superseding all previous oral statements and other writings,
other than the Third Amended and Restated Program License Agreement to the extent provided in
Section 20.1(a) with respect thereto.



21. Licensee Indebtedness. Licensee represents and warrants that, as of February 28, 2011,
BMPI has $2,500,000,000 or less in aggregate principal amount of Indebtedness (as defined in the
Certificate of Incorporation of BMPI as of such date) that by its terms is scheduled to mature or
become due, is mandatorily redeemable or repayable, or is redeemable or repayable at the option of
the holder during the period from February 28, 2014 through August 31, 2015 and the circumstances
that would give such holder such redemption right have occurred.



[Signature page follows]




 


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IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	TELEVISA, S.A. DE C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Salvi Rafael Folch Viadero	 	 
	 

	 	 	 	 

Name: Salvi Rafael Folch Viadero
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joaquín Balcárcel Santa Cruz	 	 
	 

	 	 	 	 

Name: Joaquín Balcárcel Santa Cruz
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	UNIVISION COMMUNICATIONS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew W. Hobson	 	 
	 

	 	 	 	 

Name: Andrew W. Hobson
	 	 
	 

	 	 	 	Title:  Senior Executive Vice
President	 	 






[Signature Page to Amended and Restated 2011 Program License Agreement]




 


 









 







Annex A




The following terms shall have the following meanings:



“2021 Program License Agreement” means that certain 2021 Program License Agreement,
dated December 20, 2010, between Licensor and Licensee.



“Acquired Completed Content” means Audiovisual Content (other than a Novela, Excluded
Content), the Broadcast rights to which are or have been acquired by Grupo Televisa from a third
party and with respect to which Grupo Televisa had no involvement or arrangement of any kind or
nature (including no approvals or controls) relating to the development, production or financing of
such Audiovisual Content at any time.



“Acquired Completed Novela” means a Novela, the Broadcast rights to which are or have
been acquired by Grupo Televisa from a third party and with respect to which Grupo Televisa had no
involvement or arrangement of any kind or nature (including no approvals or controls) relating to
the development, production or financing of such Novela at any time.



“Acquired Other Content” means Audiovisual Content (other than Charitable/Religious
Content, a Novela or Excluded Content) originally produced in the Spanish language or with Spanish
subtitles, produced by a third party (other than with any Television Broadcaster in the Territory,
which will not be permitted under any circumstances) the Broadcast rights to which are or have been
acquired by Grupo Televisa from a third party, and with respect to which Grupo Televisa has only
one (1) of the following types of involvement: (a) providing a portion of the production financing
to such third party for the production of such Audiovisual Content; or (b) providing equipment to
such third party for use in the production of such Audiovisual Content; or (c) permitting talent
that is exclusive or proprietary to and under contract to Grupo Televisa to appear or participate
in the production of such Audiovisual Content by such third party.



“Acquired Scripts” has the meaning set forth in Section 2.6(b).



“Additional Owned Team” has the meaning set forth in Section 10.2(c)(i).



“Adjustments” has the meaning set forth in Section 9.2.



“Advertising Packaged Sales Transaction Process” means a Packaged Sales Transaction
Process relating to sales to an advertiser.



“Affiliate” of a person means any person that directly or indirectly controls, is
controlled by, or is under common control with the person in question. For the purposes of this
Agreement, “control”, when used with respect to any person, means the power to direct the
management and policies of such person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise. Affiliate shall not mean, with respect to Licensee,
(a) a Network Affiliate, (b) any one of the investor groups, including Grupo Televisa, that owns
equity interests in BMPI or any person that controls any one of such investor groups (or any person
acquiring, whether by merger, sale or otherwise, all or any portion of such equity interests or the
equity interests of any such investor group, or any person that controls such acquiring person), or
(c) any person controlled by any of such investor groups (or such


 


A-1









 






acquiring person) other than (i) BMPI, Broadcast Media Partners Holdings, Inc. or Licensee, (ii) any subsidiary
of, or other person directly or indirectly controlled by, BMPI, Broadcast Media Partners Holdings,
Inc. or Licensee or (iii) any person formed by such investor groups (or such acquiring person) to
own a direct or indirect interest in Licensee. Affiliate shall not mean, with respect to any of
Licensor, Grupo Televisa or GT, (x) any person that controls GT, (y) any person under common
control with, but not directly or indirectly controlled by, GT, or (z) Licensee or any of
Licensee’s Affiliates.



“Agreement” has the meaning set forth in the Preamble.



“Allocations” means allocations made by Licensee or its Affiliates of revenues from
transactions, or series of related transactions, that are both (a) excluded in part from the
definition of the Royalty Base; and (b) included in part in the definition of the Royalty Base.



“Amended and Restated 2011 Mexico License Agreement” has the meaning set forth in the
Recitals.



“Ancillary Content” means, with respect to Licensed Content, “best of” compilations,
deleted scenes, bloopers, B-roll footage, webisodes, mobisodes, behind-the-scenes material,
alternate endings, cast interviews, Short-Form Commercial Advertising promoting Licensed Content
(e.g. a commercial for a Novela) and other similar short-form Audiovisual Content, in each case,
that is related to, based on, or supplementary to such Licensed Content; provided, that
neither Televisa Produced Clips nor Licensee Produced Clips shall constitute Ancillary Content.



“Ancillary Content Budget” means the budget for any applicable production of Ancillary
Content, which budget shall be delivered by Licensor promptly following Licensee’s delivery of a
notice requesting such production.



“Appraiser Report” has the meaning set forth in Section 16.3(d).



“Arbitrable Matters” has the meaning set forth in Section 15.1(a).



“Arbitration Procedure” has the meaning set forth in Section 15.1(d)(ii).



“Audiovisual Content” shall mean all forms of moving images with accompanying sound,
including novelas, musicals, variety shows, situation comedies, game shows, children’s shows, news
shows, cultural and educational programs, sports programs, sporting events, reality shows, movies,
political conventions, election coverage, parades, pageants, fashion shows, “how-to” and other
informational programs, interviews, animation and demonstrative content. For the avoidance of
doubt, references herein to “Audiovisual Content” shall not include (a) Videogames; or (b) Short
Form Commercial Advertising for third party goods and services.



“Availability Notice” has the meaning set forth in Section 7.2(a).



“BMPI” has the meaning set forth in the Recitals.



“Broadcast” means to transmit, re-transmit, distribute, display, project, perform or
otherwise disseminate Audiovisual Content to, or for, reception by any form of viewing, display
or other reception device, whether now known or hereafter developed in the future.


 


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“Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in the City of New York or Mexico City.



“Cable Television System” shall have the same meaning as that set forth for a “cable
system” in 47 U.S.C. § 522(7).



“Carve Out Business” means a business (other than Publications and websites directly
related thereto) acquired as part of a larger acquisition, a significant aspect of which in terms
of prospects and either (a) operations or (b) results of operations, consists of Broadcast of
Spanish language Audiovisual Content in the Territory. Notwithstanding the foregoing, in the case
of a Carve Out Business that is a Start-Up Business, the standard for determining whether a
significant aspect of such business consists of Broadcast of Spanish language Audiovisual Content
in the Territory shall be based on either the prospects or proposed results or operations of such
business. For the avoidance of doubt, a “Carve Out Business” would not include any Videogame
business or opportunities.



“Charitable/Religious Content” means any Audiovisual Content consisting exclusively of
(a) a religious service, or (b) charitable and non-commercial specials (e.g. telethons,
presidential speeches).



“Clearances” shall mean (a) all consents, permissions and approvals for incorporation
into Licensed Content of the names, trademarks, likenesses and or biographies of all persons,
firms, products, companies and organizations depicted or displayed in such Licensed Content, (b)
all consents, permissions and approvals for incorporation into Licensed Content of any preexisting
film or video footage produced by third parties, and (c) all licenses, use and reuse rights,
synchronization licenses, digital rights, and other rights to use content incorporated into such
Licensed Content, including musical compositions.



“Clip Exchange Arrangements” means bona fide clip and highlight reel exchange
agreements involving no or de minimis cash consideration, entered into from time to time between
Licensor or Licensee, on the one hand, and unaffiliated Television Broadcasters or other third
parties engaged in the Broadcast of Linear Television Channels, on the other hand, in the ordinary
course and consistent with industry custom and practice (including regarding clip duration) in the
Territory.



“Co-Produced Content” means Audiovisual Content (other than a Novela, Acquired
Completed Novela, Acquired Completed Content, Acquired Other Content, Co-Produced Local Novela,
Excluded Content) originally produced for Broadcast in the Spanish language or with Spanish
subtitles, by Grupo Televisa and one or more unaffiliated third parties (collectively, the
“Co-Production Partners”), in each case, pursuant to a co-production agreement between Grupo
Televisa and such Co-Production Partners (other than any co-production agreement directly or
indirectly between Grupo Televisa and any Television Broadcaster in the Territory, which will not
be permitted under any circumstances) with respect to which (a) as between Grupo Televisa and the
Co-Production Partners, at least one such Co-Production Partner must provide a specific and
significant contribution underlying such Audiovisual Content (examples of such specific and
significant contributions include Scripts, the provision of multiple essential creative
elements (e.g., several of key cast members, key artistic director, executive director and/or
executive producer) having no affiliation with Grupo Televisa, but shall not include financing or
other contributions of a fungible nature); (b) at least one of such Co-Production Partners
meaningfully participates in, or exercises meaningful controls or approvals over, the development
and production of such Audiovisual Content; and (c) one or more of such Co-Production Partners
controls the licensing of the Broadcast rights in the Territory.


 


A-3









 





“Co-Produced Local Novela” means a Novela (other than an Acquired Completed Novela) to
be Broadcast initially in a Spanish-speaking country (outside the Territory and Mexico), that is
originally produced for Broadcast in the Spanish language or with Spanish subtitles in such
Spanish-speaking country (outside of Mexico and the Territory) and is co-produced by Grupo Televisa
with a third party (other than pursuant to a co-production agreement directly or indirectly between
Grupo Televisa and any Television Broadcaster in the Territory, which will not be permitted under
any circumstances), in each case, pursuant to a co-production agreement between Grupo Televisa and
such third party.



“Co-Production Partners” has the meaning set forth in the definition of Co-Produced
Content.



“Core Controls” has the meaning set forth in Section 4.1(b)(iii).



“Current Pantelion LLC Agreement” has the meaning set forth in Section 3.5(f).



“Dispute Notice” has the meaning set forth in Section 15.1(d)(i).



“Divested Script” has the meaning set forth in Section 2.6(b).



“DTO” means the “a la carte” sale or other similar transaction through Licensed Media
involving the sale of a permanent copy of Audiovisual Content embodied in any form other than Hard
Good Home Videograms, which transaction is consummated by means of Broadcast to any device whether
now known or hereafter devised (e.g., a set-top box, computer, cellular phone, mp3 player, PDA or
other storage device) from an outside source for subsequent unlimited viewing in perpetuity, as
determined by the applicable buyer or assignee.



“DTR” means the “a la carte” rental, lease or other similar transaction, or a
subscription based transaction, through Licensed Media, regarding a non-permanent copy of
Audiovisual Content embodied in any form other than Hard Good Home Videograms, (a) which
transaction is consummated by means of Broadcast to any device whether now known or hereafter
devised (e.g., a set-top box, computer, cellular phone, mp3 player, PDA or other storage device)
from an outside source for subsequent viewing during a limited time period, as determined by the
applicable lessor; and (b) with respect to which the applicable lessee pays a subscription,
per-episode or per-program fee for a temporary copy of such Audiovisual Content.



“Effective Date” has the meaning set forth in the preamble.



“Evaluation Period” has the meaning set forth in Section 4.3(b)(ii).


 


A-4









 





“Excluded Content” means:




(a) Televisa Publications Content;



(b) Televisa Produced Clips (provided, that Audiovisual Content underlying Televisa
Produced Clips shall not be considered Excluded Content);




(c) Short Form Commercial Advertising promoting any Grupo Televisa business;




(d) Televisa Training Content;



(e) clips obtained, licensed or acquired by Grupo Televisa pursuant to Clip Exchange
Arrangements with respect to the Territory, which clips shall only be Broadcast by Grupo Televisa
in the ordinary course in accordance with such Clip Exchange Arrangements; or




(f) Televisa New Business Content.



“FCA Section 507” means Section 507 of the Federal Communications Act of 1934, as
amended and as applied and enforced pursuant to rulings issues by the FCC.



“FCC” means the Federal Communications Commission.



“First Division” means the Primera División of the Mexican Soccer League.



“Force Majeure Event” has the meaning set forth in Section 20.2.



“Free Television” means a Linear Television Channel that is Broadcast “over-the-air”
(whether in digital or analog format, standard definition or high definition, or otherwise) and
which originates in or through government-licensed or authorized broadcast stations (either as part
of a television network, as an affiliated station, as an individual station or otherwise) without a
charge being made to the viewer for the privilege of viewing the Audiovisual Content contained in
such over-the-air Broadcast (other than any tax, levy or fee imposed by any governmental,
administrative or other public authority in the Territory). For the avoidance of doubt, “Free
Television” shall also include any simultaneous (taking into account customary delays)
re-transmission or simulcasts in the Territory of such “over-the-air” Broadcast (or additional
national feeds to accommodate time zones) by means of any other Licensed Media (including pursuant
to MVPD Arrangements and permitted Sublicensing Arrangements).



“GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time consistently applied.



“Galavision Network” means the Galavision Spanish language television network of
affiliated cable television systems and other affiliated Broadcast outlets Broadcasting the
Galavision Network in the Territory.



“Galavision Trademark License Agreement” has the meaning set forth in Section
20.1(d).


 


A-5









 





“General Requirements” has the meaning set forth in Section 4.1(b).



“Grupo Televisa” has the meaning set forth in the Recitals.



“GT” has the meaning set forth in the Recitals.



“Guaranteed Additional Advertising Amount” has the meaning set forth in Section
11.2.



“Guaranteed Advertising Amount” has the meaning set forth in Section 11.2.



“Guaranteed Base Advertising Amount” has the meaning set forth in Section
11.2.



“Hard Good Home Videogram” means a physical videocassette, cartridge, videodisc
(including any laser disk), tape, CD (in any format), Blu-ray, DVD (in any format), or other
similar physical format or storage device now known or hereafter devised (a) that is designed to be
used in conjunction with a reproduction apparatus which causes an audiovisual program to be visible
on the screen of a viewing device (it being understood that the Hard Good Home Videogram cannot
itself be the reproduction apparatus or the viewing device); (b) on which a single item of
Audiovisual Content or a reasonable (determined based on then prevailing industry standards)
collection of Audiovisual Content has been pre-loaded by the applicable manufacturer or
distributor; (c) that is encrypted or otherwise secured for copy protection to prevent duplication
and/or retransmission by consumers in a manner consistent with then prevailing industry standards;
and (d) that is delivered to the consumer by physical means (as opposed to a non-physical form of
delivery (e.g., a download or stream)). For the avoidance of doubt, Broadcast by means of a “Hard
Good Home Videogram” shall not include video-on-demand, DTO, DTR or any form of digital
distribution or other similar form of Broadcast now known or hereafter devised.



“Home Games” means, with respect to a Mexican Soccer League team, (a) games in which
such team plays as the “home” team; and (b) any other games in which such team plays (such as
neutral site games) for which Grupo Televisa owns or controls any rights to Broadcast in any
Licensed Media in the Territory during the Term.



“Indebtedness” has the meaning set forth in the Investment Agreement.



“Indemnification Notice” has the meaning set forth in Section 13.3.



“Indemnitee” has the meaning set forth in Section 13.3.



“Indemnitor” has the meaning set forth in Section 13.3.



“Independent Appraiser Process” has the meaning set forth in Section 16.3(d).



“Information Tail Date” means the date that is the earlier of the termination of this
Agreement or the third (3rd) anniversary of a Televisa Sell-Down.



“Informational Meetings” has the meaning set forth in Section 2.8(a).


 


A-6









 





“Initial Appraisers” has the meaning set forth in Section 16.3(d).



“International Program Rights Agreement” means that certain Amended and Restated
International Program Rights Agreement dated December 19, 2001, among Licensee, GT and Venevision
International Inc.



“Internet” means the internet or similar systems, now existing or hereafter developed.



“Investment Agreement” has the meaning set forth in the Recitals.



“IPRA Amendment” has the meaning set forth in the Recitals.



“JSA Income” means income received by any of Licensee and its controlled Affiliates
under joint marketing and sales agreements for stations owned, but not operated, by Licensee or any
of its subsidiaries, and affiliated with one of the Networks.



“Law” means any statute, law, ordinance, regulation, rule, code, injunction, judgment,
decree, order or any other judicially enforceable legal requirement (including common law) of any
United States (federal, state or local) or foreign government, or governmental, regulatory,
judicial or administrative authority, agency, commission or court (including the FCC and applicable
stock exchange(s)).



“Library Availability Notice” has the meaning set forth in Section 7.2(b).



“Library Programs” means Licensed Content produced or acquired by Grupo Televisa prior
to October 4, 2010.



“Licensed Content” means, without duplication, all (a) Programs, (b) Movies, (c)
Televisa Publications Content, (d) Ancillary Content; (e) Televisa Produced Clips; (f) Licensee
Produced Clips; (g) Licensed Mexican Soccer Games, (h) Pantelion Movies, and (i) other Audiovisual
Content licensed hereunder.



“Licensed Media” means any and all means and media for the Broadcast of Audiovisual
Content, whether now known or hereafter devised, excluding (a) Radio; (b) Theatrical Exhibition;
(c) Hard Good Home Videograms; and (d) Videogames. For the avoidance of doubt, the exclusions from
“Licensed Media” under clauses (a)-(d) of the immediately preceding sentence are intended to
provide that Licensee will not have the right hereunder (i) with respect to Radio, to transmit,
re-transmit, distribute, perform or otherwise disseminate the audio portion of any Licensed Content
on Radio (other than as audio promotions to the extent permitted hereunder); (ii) with respect to
Theatrical Exhibition, to Broadcast any Licensed Content by means of Theatrical Exhibition; (iii)
with respect to Hard Good Home Videgrams, to create, produce, distribute, sell or otherwise exploit
Hard Good Home Videograms embodying Licensed Content; and (iv) with respect to Videogames, to
develop, create, produce, distribute, sell or otherwise exploit Videogames based on Licensed
Content (e.g., to create Videogames based on the characters and plotlines contained in Licensed
Content).



“Licensed Mexican Soccer Games” means all Mexican Soccer League games for which
Licensee has been licensed Soccer Rights.


 


A-7









 





“Licensed Rights” has the meaning set forth in Section 1.1(a).



“Licensed Soccer Rights” means, collectively, all Owned Team Soccer Rights and
Non-Owned Team Soccer Rights.



“Licensee” has the meaning set forth in the Preamble.



“Licensee Facility Location” has the meaning set forth in Section
3.7(a)(i)(A).



“Licensee Indemnitees” has the meaning set forth in Section 13.1.



“Licensee Permitted Spillover Contour” has the meaning set forth in Section
3.7(a)(i)(A).



“Licensee Produced Clips” means clips, vignettes, video recaps, highlight reels or
other similar short-form Audiovisual Content produced by Licensee that are composed of excerpts
from Programs, Movies, Pantelion Movies and Licensed Mexican Soccer Games, in each case, licensed
by Licensor to Licensee hereunder.



“Licensee Spillover” has the meaning set forth in Section 3.7(a)(i)(A).



“Licensor” has the meaning set forth in the Preamble.



“Licensor Facility Location” has the meaning set forth in Section
3.7(a)(i)(B).



“Licensor Indemnitees” has the meaning set forth in Section 13.2.



“Licensor Permitted Spillover Contour” has the meaning set forth in Section
3.7(a)(i)(B).



“Lionsgate” has the meaning set forth in Section 3.5(a).



“Linear Television Channel” means a channel, network or programming service that
Broadcasts Audiovisual Content in a manner that is linear-streamed, programmed and transmitted to
viewers in a continuous and sequential manner, scheduled by the channel, network or programming
service (and not by the viewer) during a significant majority of each consecutive twenty-four hour
period.



“Losses” has the meaning set forth in Section 13.1.



“Mexican Soccer Fee” has the meaning set forth in Section 10.2(b)(ii).



“Mexican Soccer League” means the group of Mexican professional soccer clubs (and
divisions of teams) governed by the Federación Mexicana de Fútbol Associación, along with any of
its present or future Affiliates, subsidiaries, assigns and/or successors.



“Mexican Soccer License Agreement” means a written license agreement between Grupo
Televisa and a third party, pursuant to which Grupo Televisa licenses rights from such third party
to Broadcast games of a team that is, at the time that such license agreement is entered into, a
Non-Owned Team, in one or more Licensed Media in the Territory at any time during the Term.


 


A-8









 





“Mexico” means the United Mexican States, including all territories and possessions
thereof.



“Mid-Range” has the meaning set forth in Section 16.3(d).



“MOU” has the meaning set forth in the Recitals.



“Movies” means feature length motion pictures originally produced in the Spanish
language or with Spanish subtitles that are intended for initial Broadcast to the public by means
of Theatrical Exhibition or Hard Good Home Videograms. Notwithstanding the foregoing, Movies do
not include Pantelion Movies.



“Musical Concert” shall mean Audiovisual Content comprised exclusively of the musical
performances of one or more music performing artists (which for the avoidance of doubt shall not
include award shows or other variety shows or other live events that may contain musical
performances).



“Mutual Release” has the meaning set forth in the Recitals.



“MVPD” means a multichannel video programming distributor of Audiovisual Content, as
commonly understood in the media industry in the Territory (e.g., cable, SMATV, MDS, MMDS, OVS,
satellite or telecommunications distributor), or other entity that markets, offers and provides
video programming to its paying subscribers or paying customers (regardless of the technology
used).



“MVPD Arrangement” means a distribution, retransmission consent, or other carriage
agreement (and any amendments extensions and renewals thereof) between Licensee and/or its
controlled Affiliate(s) and any MVPD, in each case pursuant to which, among other things, such
distributor or other entity is authorized or required to retransmit, distribute, exhibit or
otherwise make available to its subscribers or customers, on a linear basis, a Linear Television
Channel provided by Licensee and/or its controlled Affiliate(s), on terms consistent with industry
practice. For the avoidance of doubt, a MVPD Arrangement may, consistent with industry practice,
also include arrangements with respect to non-linear Audiovisual Content offerings (e.g.,
on-demand) and interactive features (e.g., iTV) of the relevant MVPD, which arrangements may be
complementary or supplementary to the Linear Television Channel being provided by Licensee and/or
its controlled Affiliate(s) thereunder.



“National Representation Commissions” means fees charged by any of Licensee and its
controlled Affiliates to their Network Affiliates for acting as a national television advertising
sales representative.



“Net DTO Margin” means the gross revenues actually collected by Licensee or its
controlled Affiliates from the DTO exploitation of Licensed Content in the Territory during the
Term, minus all actual, direct, out-of-pocket, third party costs and expenses, including
incremental costs of obtaining third party rights clearances for DTO exploitation (e.g.,
synchronization, artists, musicians, writers, publishers, producers, American Society of Composers,
Society of European Stage Authors, composers, and public performance rights, etc.) and collection
costs (credit card, paypal, prepaid). For the avoidance of doubt, Net DTO Margin
shall not include any revenue or costs derived from the DTO exploitation of any Audiovisual
Content that is not licensed by Licensor hereunder.


 


A-9









 





CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT
THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION 


“Network Affiliates” means any third party television station, cable operator,
satellite operator or any other third party, in each case, that is party to a Network Affiliation
Agreement.



“Network Affiliation Agreement” means a bona fide contractual agreement or arrangement
between Licensee and a third party with respect to the right to Broadcast by means of Free
Television all or six (6) hours or more per day of any Free Television channel.



“Networks” means the Univision Network, the Galavision Network, the Telefutura
Network, and any Spanish language television network of affiliated television Broadcast stations,
cable systems and other affiliated Broadcast outlets Broadcasting over the Stations in Puerto Rico
described in clause (b) of the definition of “Stations” (in each case, for so long as it is owned
by Licensee or any of its subsidiaries).



“Non-Owned Teams” means First Division teams other than the Owned Teams.



“Non-Owned Team Soccer Rights” has the meaning set forth in Section 10.2(a).



“Novela” means Audiovisual Content originally produced in the Spanish language or with
Spanish subtitles that is customarily understood by producers and distributors of Audiovisual
Content for Spanish-speaking audiences in the Territory to be a novela, consistent with the
examples of novelas set forth on Schedule 11 hereto.



***.



***.



“Non First Division Period” has the meaning set forth in Section 10.1(e).



“Owned Teams” means, initially, the following Mexican Soccer League teams: América,
San Luis and Necaxa, and after the date hereof, shall exclude any team that is sold by Grupo
Televisa and shall include any team that becomes treated as an Owned Team pursuant to Section
10.1(d)(ii).



“Owned Team Soccer Rights” has the meaning set forth in Section 10.1(a).



“Packaged Sales” means sales in a single transaction or a series of related
transactions that generate both (a) revenues, including advertising, (by whatever name,
categorization or characterization thereof) that are included in the Royalty Base; and (b)
revenues, including advertising, (by whatever name, categorization or characterization thereof)
that are excluded from the Royalty Base. By way of example only and not in limitation of the
generality of the preceding sentence, a series of related transactions would include (i)
negotiations which occur simultaneously or concurrently across multiple platforms based on the
revenue source’s expressed spending commitment by platform during those negotiations; or (ii) a
revenue source, after making a network television-only upfront purchase specifically requesting to
reduce that commitment to network and direct the reduced amount to another platform either locally
or
nationally. By way of further example and not in limitation of the generality of the second
preceding sentence, an unrelated series of transactions would include discrete transactions
resulting from multiple negotiations which take place throughout the year across different
platforms as directed by the revenue source and/or its agent.


 


A-10









 





“Packaged Sales Transaction Process” means the full sales and negotiations process and
final result of each transaction, including the original proposed pricing and final pricing, of
Packaged Sales.



“Pantelion” has the meaning set forth in Section 3.5(a).



“Pantelion LLC Agreement” has the meaning set forth in Section 3.5(a).



“Pantelion Movies” means feature length motion pictures that are (a) originally
produced in the Spanish language or with Spanish subtitles; (b) acquired by Pantelion or produced
or co-produced by Pantelion; and (c) intended for initial Broadcast to the public by means of
Theatrical Exhibition or Hard Good Home Videograms. For the avoidance of doubt, any co-productions
with any member or any of its Affiliates must include one or more third party(ies) such that the
applicable co-production would constitute Co-Produced Content.



“Pantelion Parties” has the meaning set forth in Section 3.5(b)(i).



“Participation Agreement” has the meaning set forth in the Recitals.



“Stockholders Agreement” means that certain Amended and Restated Stockholders
Agreement, dated concurrently herewith, by and among BMPI, Broadcast Media Partners Holdings, Inc.,
Licensee, and the stockholders named therein.



“Process Agent” has the meaning set forth in Section 15.6.



“Programs” means all Audiovisual Content originally produced in the Spanish language
or with Spanish subtitles, whether live (i.e. contemporaneously Broadcast), filmed, taped or
otherwise recorded or available for Broadcast, to which Grupo Televisa owns or controls Broadcast
rights in the Licensed Media during the Term in the Territory (whether produced by or for Grupo
Televisa, co-produced by Grupo Televisa or acquired or licensed by Grupo Televisa), other than (a)
Excluded Content (it being understood that any Excluded Content that, at any time, ceases to
qualify under the definition thereof for any reason, and would otherwise satisfy the definition of
“Programs”, shall thereafter immediately and automatically constitute Programs); (b) Licensed
Mexican Soccer Games; (c) Movies; (d) Pantelion Movies; (e) Ancillary Content; or (f) any of
Acquired Completed Novelas, Acquired Completed Content, Acquired Other Content, Co-Produced Local
Novelas, Televisa Local Novelas or Co-Produced Content, in each case, with respect to the items
described in clause (f), only to the extent that Grupo Televisa does not own or control the right
to Broadcast such Audiovisual Content in the Territory after complying with the provisions of
Section 2. For the avoidance of doubt, to the extent Grupo Televisa owns or controls
rights to Broadcast any of the Audiovisual Content described in clause (f) in any Licensed Media in
the Territory, whether now or in the future, such Audiovisual Content shall constitute Programs to
the extent it would otherwise satisfy the definition of “Programs” and such rights shall be
licensed by Licensor to Licensee hereunder to the full extent
of Grupo Televisa’s rights.


 


A-11









 





“Promotional Obligations” means bona fide promotional obligations that Grupo
Televisa’s live event business has to one or more third parties (which may include venues or
artists), and that are required to be satisfied in connection with the exercise of live Internet
streaming Broadcast rights in the Territory to a live event (other than a live sporting event)
owned or controlled by Grupo Televisa’s live event business.



“Proposed New Business” means a proposed new business (other than Publications and
websites directly related thereto) in a line of business involving the Broadcast of Spanish
language Audiovisual Content in the Territory that would be new for Licensee (Grupo Televisa shall
not pursue any new business in a then existing line of business for Licensee), a significant aspect
of which in terms of the Proposed New Business’ proposed operations, results of operations or
prospects consists of Broadcast of Spanish language Audiovisual Content in the Territory (which,
for example and not in limitation, would include a proposed goods and services or informational
website(s) with complementary Audiovisual Content offerings that are a significant aspect of the
business, such as the example set forth on Schedule 12-1, but would not include a proposed
business such as the example set forth on Schedule 12-2 that utilizes Audiovisual Content
primarily for advertising or promotional purposes only and/or for which Audiovisual Content does
not constitute a significant part of the business). For the avoidance of doubt, a “Proposed New
Business” would (i) include a proposed expansion of an existing non-Spanish language business into
a Spanish language business, provided that the other criteria of the definition of Proposed New
Business are satisfied; and (ii) not include any Videogame businesses or opportunities.



“Proposed Transaction Notice” has the meaning set forth in Section 4.3(b)(i).



“Publication” means a bona fide general circulation print and/or digital magazine,
journal or periodical that (a) is published on a regularly scheduled interval (subject to
“refreshing” of content from time to time); (b) contains a significant amount of text-based
stories, articles or other editorial content and/or photographic still images; (c) may contain
audio content, video content and/or Audiovisual Content that is related or complementary to the
textual stories, articles or other editorial content; and (d) is available to consumers either on a
paid subscription, access or per-issue basis, or on an advertiser supported basis.



“Quality Standards” has the meaning set forth in Schedule 1.



“Radio” means audio programming, unaccompanied by any moving images, transmitted,
re-transmitted, distributed, performed or otherwise disseminated to, or for, reception by any form
of listening or other reception device, including by way of satellite or the Internet in a digital
format.



“Replacement Station” has the meaning set forth in Section 17.1(a).


 


A-12









 





“Restricted Movies” means those Movies set forth on Schedule 13;
provided that if at any time Grupo Televisa (i) solely owns or controls any Broadcast
rights in any Licensed Media to any Restricted Movie, such Movie shall cease to be a Restricted
Movie hereunder and shall become Licensed Content to the full extent of such rights owned or
controlled by Grupo
Televisa, or (ii) jointly owns or controls such rights with any third party, Licensor shall
put Licensee in contact with such third party and use commercially reasonable efforts to facilitate
a negotiation between Licensee and such third party so that Licensee may attempt to acquire or
license such rights (it being understood that Licensee shall not have to make any payment in
respect of the portion of such rights owned or controlled by Grupo Televisa); provided,
further, that Grupo Televisa shall have no obligation to obtain or seek to obtain such
rights.



“Right of First Negotiation” means that, with respect to the applicable arrangement,
the parties shall negotiate in good faith and on a commercially reasonable basis for a period of
thirty (30) days; provided, that if no agreement has been reached during such period, the
party bearing the obligation to provide the Right of First Negotiation shall have no further
obligation to negotiate with the other party and shall be free to negotiate with third parties with
respect to the applicable arrangement. The initial thirty (30) day negotiation period shall
commence on a date reasonably designated in writing by the party bearing the obligation to provide
the Right of First Negotiation after good faith consultation with the other party.



“Right of First Negotiation / First Refusal” means that, with respect to the
applicable arrangement, the parties shall negotiate in good faith and on a commercially reasonable
basis for a period of thirty (30) days; provided, that if no agreement has been reached
during such period, the party bearing the obligation to provide the Right of First Negotiation /
First Refusal shall have no further obligation to negotiate with the other party and shall be free
to negotiate with third parties with respect to the applicable arrangement; provided,
further, that the party bearing the obligation to provide the Right of First Negotiation /
First Refusal shall not conclude any arrangement with any third party on the same terms or terms
that, taken together, are less favorable to it (all things considered) than those terms that have
been offered to the other party, without providing the other party five (5) Business Days to either
accept or reject the applicable arrangement on such new terms. The initial thirty (30) day
negotiation period shall commence on a date reasonably designated in writing by the party bearing
the obligation to provide the Right of First Negotiation / First Refusal after good faith
consultation with the other party.



“Rights Restrictions” means, with respect to any rights, any bona fide third party
reservation, holdback, limitation, or condition (a) binding under applicable Law or contractually
or unilaterally imposed by a third party (including any owner, holder, creator or performer of such
rights) upon Licensor as a licensee, purchaser or authorized user of intellectual property rights
from a third party; and (b) relating to the manner in which such rights may be exploited. As
illustrative examples, Rights Restrictions may include a restriction on the media, territory,
times, frequency, platforms, or languages in which such intellectual property rights or premises
may be exploited.



“Royalty” has the meaning set forth in Section 9.1(a).



“Royalty Base” has the meaning set forth in Section 9.1(d)(i).



“Royalty Base Platforms” has the meaning set forth in Section 9.1(d)(i).



“Sales Agency Agreement” has the meaning set forth in the Recitals.



“Script” means a script, format, production bible or other written similar
intellectual
property which may be used as a primary source for production of any Audiovisual Content.


 


A-13









 





“SEC” means the Securities and Exchange Commission.



“Short Form Commercial Advertising” means advertising spots and commercials, banner
advertising, pop up advertising and any similar forms of display advertising, audio advertising,
text advertising or additional video advertising or audiovisual advertising or a combination of any
of the above, in each case, limited to a maximum duration of two (2) minutes.



“Soccer Rights” has the meaning set forth in Section 10.1(b).



“Spanish Language Platform” means an audiovisual platform (e.g., a Linear Television
Channel or network, linear programming service, non-linear programming service, website, mobile
platform, video-on-demand service or other similar platform whether now known or hereafter devised)
on which (a) any Audiovisual Content is then being Broadcast or, if such platform is owned by
Licensee, has previously been Broadcast during the time that Licensee owned such platform, or if
such platform is not owned by Licensee, has previously been Broadcast at any time; and (b) more
than a majority of the content thereon is comprised of Spanish language text (excluding closed
captioning, translation and other similar functionality), Spanish language audio (excluding any
secondary audio program (SAP) or other similar functionality), and/or Spanish language Audiovisual
Content.



“Spanish-Speaking Country” means Mexico and any other country that has, or is then
generally recognized to have, Spanish as one of its official languages or primary languages. For
purposes of this Agreement, the United States shall not be deemed to be a Spanish-Speaking Country.



“Special Library Programs” has the meaning set forth in Section 8.1(b).



“Specified Channels” means (a) the Univision Network, the Galavision Network and the
Telefutura Network; (b) the TuTv Networks; and (c) any additional existing or new Spanish language
Linear Television Channels owned or operated by Licensee (including any Grupo Televisa Spanish
language Linear Television Channels licensed to Licensee hereunder) that are distributed,
transmitted and retransmitted in a manner consistent with the then current distribution or
transmission of the Networks and/or the TuTv Networks.



“Specified Stations” means Stations which Broadcast primarily in the Spanish language
in any of the top fifteen (15) Hispanic markets in the United States, as measured by the annual
Nielson Universal Estimates (or such other ratings estimate from a then leading ratings agency as
is then an acceptable industry standard as agreed by the parties) for ages 18+ or any successor
standard (or any Replacement Station thereof).


 


A-14









 





“Stand Alone Business” means an existing stand alone business (other than Publications
and websites directly related thereto), a significant aspect of which in terms of prospects and
either (a) operations; or (b) results of operations, consists of Broadcast of Spanish language
Audiovisual Content in the Territory (which, for example, would include goods and services websites
with complementary Audiovisual Content offerings that are a significant aspect of the business,
such as the example set forth on Schedule 12-1, but would not include companies such
as the example set forth on Schedule 12-2 that utilize Audiovisual Content primarily
for advertising or promotional purposes only and/or for which Audiovisual Content does not
constitute a significant part of the business). Notwithstanding the foregoing, in the case of a
Stand Alone Business that is a Start-Up Business, the standard for determining whether a
significant aspect of such business consists of Broadcast of Spanish language Audiovisual Content
in the Territory shall be based on either the prospects or the proposed operations or proposed
results of operations of such business. For the avoidance of doubt, a “Stand Alone Business” would
not include any Videogame businesses or opportunities.



“Start-Up Business” means a business that has been in operation for less than three
(3) years.



“Stations” means, without duplication, (a) those Free Television Broadcast stations,
cable television systems and other television Broadcast outlets affiliated with the Networks that
are now or hereafter (i) directly or indirectly majority owned by Licensee or a direct or indirect
subsidiary of Licensee or with respect to which Licensee or a direct or indirect subsidiary of
Licensee has the right to designate a majority of the board or similar governing body; and (ii)
operated by Licensee, in each case with respect to clauses (i) and (ii), which Broadcast primarily
in the Spanish language format; and (b) WLII and WSUR in Puerto Rico.



“Sublicensing Arrangement” means any sublicense or contractual arrangement to
sublicense or otherwise exploit by Licensee or a controlled Affiliate of Licensee to any person
that is not a controlled Affiliate of Licensee any of the Licensed Rights in and to Licensed
Content, but excluding (a) Network Affiliation Agreements; (b) MVPD Arrangements; (c) UIN
Arrangements (including any arrangements for UIN Branded Experiences); and (d) Clip Exchange
Arrangements (i.e., none of the arrangements referenced in (a)-(d) shall be considered Sublicensing
Arrangements).



“Technical Specifications” means the technical specifications for a Technological
Enhancement that are provided by Licensee.



“Technological Enhancement” means, with respect to an item of Licensed Content, any
conversion, enhancement optimization, reformatting, coding, provisioning or other similar process
used to create such Licensed Content in, or convert or adapt such Licensed Content into, any format
that can be used for the Broadcast of Audiovisual Content. Notwithstanding the foregoing, the term
“Technological Enhancement” shall not include conversion from analog to digital formats.



“Technology Services Budget” means the budget for any applicable conversion or
Technological Enhancement of an item of Licensed Content, which budget shall be (a) no greater than
the sum of the actual, out-of-pocket costs paid by Grupo Televisa in order to complete such
digitization or Technological Enhancement, plus a reasonable internal overhead cost allocation
(consistent with Grupo Televisa’s standard practices for pricing such services for use among its
internal departments and divisions); and (b) delivered by Licensor promptly following Licensee’s
delivery of a Technology Services Request. The amounts charged to Licensee shall be no greater
than the market price (i.e., on an arms length basis) for the services in question.


 


A-15









 





“Technology Services Request” means a written notice requesting that a given item of
Licensed Content be converted into, or created in, a particular format by means of a digital
conversion or Technological Enhancement process, which notice shall include (a) any applicable
Technological Specifications; and (b) the desired schedule for the completion of such conversion or
Technological Enhancement, in each case, in detail reasonably specific and sufficient to permit
Licensor to evaluate Licensee’s request.



“Telefutura Network” means the Telefutura Spanish language television network of
affiliated television Broadcast stations, cable systems and other affiliated Broadcast outlets
Broadcasting the Telefutura Network in the Territory.



“Telemundo” has the meaning set forth in Section 3.4.



“Televisa Advertising” has the meaning set forth in Section 11.2.



“Televisa Carve Out Business Content” has the meaning set forth in Section
16.3(b).



“Televisa Channel” means any Linear Television Channel owned or controlled by Grupo
Televisa and Broadcast by Grupo Televisa in any Licensed Media, in each case, whether existing on
the date hereof or created hereafter.



“Televisa Channel Marks” has the meaning set forth in Schedule 1.



“Televisa Closing” has the meaning set forth in the Stockholders Agreement.



“Televisa Editing and Dubbing Appointee” means a Licensor employee who is capable of
making editorial and dubbing decisions with respect to Televisa Audiovisual Content based on the
knowledge he or she has of Grupo Televisa’s production and editing processes, and guidelines to
maintaining the integrity of the Licensed Content.



“Televisa Local Novela” means a Novela (other than an Acquired Completed Novela) to be
Broadcast initially in a Spanish-speaking country (outside the Territory and Mexico), originally
produced by a third party (other than directly or indirectly by any Television Broadcaster in the
Territory) for Broadcast in the Spanish language or with Spanish subtitles in such Spanish-speaking
country outside of Mexico and the Territory based on a Script owned or controlled by Grupo
Televisa.



“Televisa New Business Content” means Televisa Proposed New Business Content, Televisa
Stand Alone Business Content and Televisa Carve Out Business Content.



“Televisa Proposed New Business Content” has the meaning set forth in Section
16.1(b).



“Televisa Produced Clips” means clips, vignettes, video recaps, highlight reels or
other similar short-form Audiovisual Content produced by Grupo Televisa that are composed of
excerpts from Programs, Movies and Licensed Mexican Soccer Games licensed by Licensor to Licensee
hereunder, and that are (a) in the case of Novelas, excerpts from any episode of a Novela no
greater than thirty (30) seconds in the aggregate in duration from any one episode; (b) in the case
of sports events, excerpts from any such event limited to highlights of such event of
not more than two (2) minutes per highlight clip and ten (10) minutes in the aggregate from
such event; and (c) in the case of Programs (other than Novelas and sports events) and Movies,
excerpts from any episode or item (as applicable) of such content, in each case, no greater than
sixty (60) seconds in the aggregate in duration from any one episode or item (as applicable) of
such content.


 


A-16









 





“Televisa Publication” means a Publication owned, controlled or licensed by Grupo
Televisa, including bona fide publications Grupo Televisa may own, control or license in the future
(and extensions and complements of such Publications).



“Televisa Publications Content” means any Audiovisual Content originally produced in
the Spanish language or with Spanish subtitles, not including Novelas, live sports, or regularly
scheduled national news television Broadcasts (or any excerpt, portion or clip of any Novela, live
sports or regularly scheduled national news television Broadcast), that satisfies each of the
following criteria:




(a) has an aggregate duration of up to twelve (12) minutes (including commercials);




(b) is related or complementary to a Televisa Publication;



(c) has not been Broadcast by Grupo Televisa (or any other party with the permission,
authorization or consent of Grupo Televisa) on any Linear Television Channel in a Spanish-Speaking
Country;



(d) either (i) is sports-related Audiovisual Content (e.g. interviews, profiles, press
conferences) that is not live and is not a clip or highlight of a sports event; or (ii) is not
similar to traditional long form television programs such as sitcoms (e.g., “Everybody Loves
Raymond” or “Familia Peluche”), dramas or series (e.g., “24”, “Law and Order” or “Hermanos y
Detectives”), long-form television documentaries (e.g., “Planet Earth” or “El Alma de Mexico”),
reality shows (e.g., “Big Brother”, “Real Housewives” or “Dia de Perros”), talent competition shows
(e.g., “American Idol” or “Bailando Por Un Sueno”) or long form, linear, sequential television
music programming comprised of a combination of music video, concert and/or long-form music
programming (e.g., MTV or Palladia) and is more akin to sale of goods or services, social media
user generated content, or how-to, informational, interview or demonstrative content, in each case,
relating to travel, gaming, cooking, dating, nature, wilderness, fashion, beauty, health and/or
fitness, diet, history, biography, vehicles, astrology, science, research, social sciences,
economics, politics, interior design, architecture, education, teens’ and childrens’ interest,
lifestyle, technology or gadgets, business, celebrity gossip, parenting and music; and



(e) without limiting anything contained in clauses (a)-(d) above, if the Audiovisual Content
relates to or is based on a comic book or similar publication, such Audiovisual Content shall not
have a narrative storyline or plot.



It is understood and agreed that if, at any time, Audiovisual Content that otherwise satisfies
the definition of “Televisa Publications Content” is Broadcast by Grupo Televisa (or any other
party with the permission, authorization or consent of Grupo Televisa) on any Linear Television
Channel in a Spanish-Speaking Country, then such Audiovisual Content shall
thereafter immediately and automatically (A) constitute Licensed Content (to the extent it
otherwise meets the definition of “Licensed Content”) and (B) cease to be Televisa Publications
Content.


 


A-17









 





“Televisa Sell-Down” has the meaning set forth in the Stockholders Agreement.



“Televisa Spillover” has the meaning set forth in Section 3.7(a)(i)(B).



“Televisa Spoiler Content” means, with respect to a Program, any program or other
content, whether audio, visual, audiovisual, print publication or otherwise, that contains
information regarding (a) the last five (5) chapters of such Program (if such Program has
chapters), or (b) a pivotal scene (that reveals the final resolution of any major plot or conflict,
such as the death of a major character), in each case, to the extent that (x) the relevant portions
of such Program have not been Broadcast or otherwise made available by Licensee or its Affiliates
or permitted sublicensees in the Territory; and (y) the applicable information has not previously
been Broadcast or otherwise made available in the Territory by Licensee or any third party
authorized by Licensee (provided, that the foregoing shall not be deemed to be a grant to Licensee
of any right or authority to make or permit a third party to make such information available).



“Televisa Stand Alone Business Content” has the meaning set forth in Section
16.2(b).



“Televisa Training Content” means Grupo Televisa company training, personnel or
similar Audiovisual Content.



“Television Broadcaster” means any person that engages in the Broadcast of Audiovisual
Content by means of Free Television channels (or a Linear Television Channel that has previously
been a Free Television channel) as one of its primary business platforms.



“Term” has the meaning set forth in Section 14.



“Territory” has the meaning set forth in the Recitals.



“Theatrical Exhibition” means, with respect to any feature length motion picture, the
commercial Broadcast of such motion picture by means of exhibition in theaters open to the general
public on a regularly scheduled basis where a fee is charged for admission to view such motion
picture.



“Third Amended and Restated Program License Agreement” has the meaning set forth in
the Preamble.



“Third Appraiser” has the meaning set forth in Section 16.3(d).



“Tie-Ins” has the meaning set forth in Section 11.10.


 


A-18









 





“TuTv Networks” means the following Spanish language Linear Television Channels being
Broadcast (or for which the Broadcast rights have been previously granted by Grupo Televisa to TuTv
LLC), in the Territory immediately prior to the date hereof, pursuant to the
Channel License Agreement, dated as of April 28, 2003, by and between Visat, S.A. de C.V. (of
which Licensor is the successor in interest) and Spanish Subscription Television LLC (n.k.a. TuTv
LLC), as amended: (a) De Película, (b) De Película Clásico, (c) Telehit, (d) Ritmoson Latino, (e)
Bandamax, and (f) Clásico TV.



“UIN Arrangements” means digital distribution arrangements for the Broadcast of
Licensed Content on the Univision Interactive Network.



“UIN Branded Experience” means a Licensee branded “consumer experience” third party
site, platform, RSS feed or application (e.g., branded widget, applet, etc.) delivered by means of
digital distribution that (a) prominently features one or more Licensee logos or trademarks; (b)
satisfies all General Requirements (including Licensee’s retention of all Core Controls); (c) is
operated solely or controlled solely by Licensee (or under Licensee’s express and sole direction);
(d) has a layout and “look and feel” controlled solely by Licensee (subject to any general
restrictions or required templates provided by the third party); (e) is commercialized solely by
Licensee or by Licensee and the third party; (f) is either a Spanish Language Platform or a
component of a non-Spanish Language Platform (that would be a Spanish Language Platform if
separated therefrom), and (g) does not involve any express assignment or express license of
Broadcast rights by Licensee to the third party (it being understood that Licensee shall use good
faith efforts not to structure arrangements so as to frustrate the purposes of this clause (g)).
For the avoidance of doubt, “UIN Branded Experiences” shall not include (i) third party sites,
platforms or applications that feature Licensee logos or trademarks but do not have the operational
and creative controls described in this definition and (ii) MVPD Arrangements.



“Umpire” has the meaning in Section 15.1(b)(i).



“Umpire’s Certificate” has the meaning set forth in Section 15.1(b)(i).



“Univision Interactive Network” shall mean (a) Univision.com and other Licensee owned
or controlled sites and platforms; and (b) UIN Branded Experiences.



“Univision Network” means the Univision Spanish language television network of
affiliated television Broadcast stations, cable systems and other affiliated Broadcast outlets
Broadcasting the Univision Network in the Territory.



“Venevision” has the meaning set forth in the Recitals.



“Venevision Agreements” has the meaning set forth in the Recitals.



“Venevision PLA” has the meaning set forth in the Recitals.



“Videocine” has the meaning set forth in Section 3.5(a).



 


A-19









 




 “Videogames” means games which include computer generated images and/or sound,
electronic games and any other interactive games (including massive multi-player virtual universe
online games or other multi-player or online games, whether subscription based or otherwise)
created for any existing or future platforms, where the user(s) or viewer(s) is (are) given
interactive control over the images displayed on-screen or any other types of games that
may now exist or hereafter be devised which include computer generated images and/or sound.



“World Cup” means the final round of competition (as distinct from the preliminary
competition) of the FIFA World Cup soccer tournaments of male players, which as of the date hereof
occurs every four years (e.g., Germany FIFA World Cup 2006, South Africa FIFA World Cup 2010,
Brazil FIFA World Cup 2014) or any successor tournament with the same competition characteristics
that may replace FIFA World Cup soccer tournaments in the future.



 


A-20









 







SCHEDULE 1




TELEVISA CHANNEL TRADEMARK LICENSE




(a) Grupo Televisa is the owner in the Territory, directly or indirectly, or authorized user
of numerous trademarks used, and/or associated, with the Televisa Channels and other packaged
programming offerings including, without limitation, Televisa, Televisa Design, Televisa Composite,
Galavision, Ritmoson Latino, Bandamax, De Pelicula & Design, Telehit, Telehit & Design
(collectively, and together with all other registered and common Law trademarks owned by Licensor
or its Affiliates in the Territory and used in connection with the Televisa Channels and other
packaged programming offerings, and any stylized version thereof, together with all rights and
goodwill in the foregoing now owned, licensed or that may be acquired by Grupo Televisa, the
“Televisa Channel Marks”).



(b) Pursuant to the terms and conditions and subject to the exceptions and exclusions of this
Agreement, Licensor grants to Licensee, and Licensee accepts, a nonexclusive, royalty free license
to use the Televisa Channel Marks throughout the Territory during the Term solely in connection
with Licensee’s exercise of the Licensed Rights (and all other rights and entitlements hereunder
attendant and appurtenant thereto).



(c) Licensee acknowledges that Grupo Televisa is the sole and exclusive owner of all rights in
and to the Televisa Channel Marks, and that Grupo Televisa shall be responsible for prosecuting and
maintaining any trademark applications and/or registrations for the Televisa Channel Marks, and
Licensee shall not contest, challenge, or attack Grupo Televisa’s rights in and to the Televisa
Channel Marks. Licensee shall not use and/or apply to register any mark that is identical or
confusingly similar to the Televisa Channel Marks, or obtain an Internet domain name comprised of
or containing the Televisa Channel Marks or any confusingly similar variation of the Televisa
Channel Marks. All use of the Televisa Channel Marks by Licensee shall inure to the benefit of
Grupo Televisa. Licensee, by this Amended and Restated 2011 Program License Agreement, this
Schedule 1 thereto or by use of the Televisa Channel Marks, shall acquire no right, title, or
interest in or to the Televisa Channel Marks or the goodwill associated with the Televisa Channel
Marks.



(d) Licensee agrees to use the Televisa Channel Marks only as expressly permitted herein, only
in a manner and form reasonably satisfactory to Licensor, and Licensee further agrees not to use
the Televisa Channel Marks in any way that would intentionally damage the goodwill, reputation or
name of Licensor or its Affiliates, or confuse or mislead the public with regard to the separate
and distinct identities of Licensee and Licensor.



(e) Licensee acknowledges that it is familiar with the high quality of the services rendered
by Grupo Televisa in connection with the Televisa Channel Marks, and agrees that the use of the
Televisa Channel Marks by Licensee in connection with this Agreement will conform to such high
quality standards (the “Quality Standards”). To ensure that the Televisa Channel Marks are
used, and adhere at all times to, the Quality Standards, Licensee agrees to cooperate with Licensor
to facilitate Licensor’s control of the nature and quality of Licensee’s use of the Televisa
Channel Marks, and, in connection therewith, shall provide Licensor with
specimens showing its use of the Televisa Channel Marks, in the form of audio/video tapes,
advertising and promotional or other material, as reasonably requested by Licensor from time to
time (which shall be no more frequent than quarterly).


 


S-1









 





(f) If Licensor disapproves of any such specimens submitted by Licensee, Licensor shall give
notice thereof in writing to Licensee within seven (7) business days after receipt thereof, and
Licensee agrees to revise such materials to Licensor’s specifications. The parties agree that, if
Licensee receives no notice of Licensor’s disapproval within ten (10) business days after
Licensor’s receipt of any such specimens, approval shall be considered to have been granted.



(g) Licensee agrees to notify Licensor as soon as reasonably practicable in the event it
determines that any one of the Televisa Channel Marks is being infringed or adversely affected by
unlicensed third parties in the Territory. In the event that either party determines that any one
of the Televisa Channel Marks is being infringed or adversely affected by unlicensed third parties,
Licensee agrees that Licensor shall have the sole and exclusive right to abate such infringement or
adverse use and to retain any and all damages received therefrom. At Licensor’s request, Licensee
shall provide reasonable assistance to Licensor in the event of any such infringement or adverse
use of the Televisa Channel Marks. Licensee shall have no claim against Licensor for damages if
Licensor determines, in its sole discretion, that it is not in the best interest of Licensor to
initiate legal proceedings or otherwise take action to abate such infringement or adverse use by
third parties.



(h) Upon termination or expiration of this Amended and Restated 2011 Program License
Agreement, (i) all rights granted to Licensee hereunder shall terminate and automatically revert to
Licensor, and (ii) Licensee agrees to immediately (1) discontinue all use of the Televisa Channel
Marks and any mark confusingly similar thereto, including but not limited to use of the Televisa
Channel Marks as part of a domain name, and (2) destroy all advertising, packaging, promotional and
other written material bearing the Televisa Channel Marks.



(i) Licensor hereby represents and warrants that it owns or has a license to use all rights in
and to the Televisa Channel Marks and to grant all rights herein granted to Licensee with respect
to such Televisa Channel Marks.


 


S-2









 





SCHEDULE 2




NOVELAS PRIOR TO OCTOBER 4, 2010




LOS EXITOSOS PÉREZ

PATITO FEO (VERSION ARGENTINA)

GATA SALVAJE

ÁNGEL REBELDE

ZORRO, LA ESPADA Y LA ROSA



 


S-3









 





SCHEDULE 3




SPECIAL PANTELION MOVIES




AAA, La Película

Cañitas, Presencia

Corazón de Melón

Déficit

Desnudos

Días de Gracia

Don de Dios

Hasta el Viento tiene Miedo

Labios Rojos

La Leyenda de la Llorona

Manos Libres

Parejas

Rock Mari

Zapata

Te Presento a Laura

El Tesoro de Doroteo

La Última Muerte.



 


S-4









 





SCHEDULE 4




APPROVED THIRD PARTY ARRANGEMENTS




Licensing Agreement — WAP, dated as of April 30, 2008, by and between Univision Online, Inc. and
MetroPCS Wireless, Inc.



V Cast Agreement, dated as of March 1, 2010, by and between Verizon Corporate Service Group Inc.,
for the benefit of itself and its affiliates, including Cellco Partnership d/b/a Verizon Wireless,
and Univision Interactive Media, Inc.



Arrangement with Cricket Wireless, on the terms previously described to Licensor by Licensee.


 


S-5









 





SCHEDULE 5




UIN BRANDED EXPERIENCE NOTICE





	1	 	Identity of the counterparty

	 
	2	 	Describe the platform and/or site where the Licensed Content will be
distributed

	 
	3	 	What is the term of the UIN Arrangement?

	 
	4	 	Describe all of the significant economic terms of the UIN Arrangement

	 
	5	 	Describe any other significant Audiovisual Content-related
relationships between Licensee and the proposed third party and
related parties

	 
	6	 	If the third party has geographical limitations with the Territory,
specify the territory for distribution of the Licensed Content under
the UIN Arrangement

	 
	7	 	Indicate whether geo-filtering technology will be used under the terms
of the proposed UIN Arrangement

	 
	8	 	Describe the provisions regarding advertising, promotion and/or
sponsorship included in the UIN Arrangement (including those directly
related to Licensed Content)

	 
	9	 	In the case of DTO and/or DTR, specify at what cost per unit, Licensed
Content will be offered in the platform and/or site




 


S-6









 










SCHEDULE 6




ROYALTY BASE EXAMPLE




	 	 	 	 	 
	Royalty base	 	2009	 
	TOTAL CONSOLIDATED NET REVENUE (as per 10K)
	 	 	1,972.46	 
	OTHER AUDIOVISUAL SEGMENT NET REVENUE (Any revenues from platforms not included
above, such as TuTv revenues)
	 	 	15.78	 
	 
	 	 	 
	 
	 	 	 	 
	PLATFORMS TOTAL REVENUES BEFORE ADJUSTMENTS
	 	 	1,988.24	 
	 
	 	 	 
	 
	 	 	 	 
	Adjustments:
	 	 	 	 
	 
	 	 	 	 
	( — ) RADIO NET REVENUE (as per 10k)
	 	 	(338.70	)
	 
	 	 	 	 
	( — ) NON-SPANISH REVENUES ADJUSTMENTS
	 	 	 	 
	Non-Spanish Television Segment Revenue
	 	 	 	 
	KUVI
	 	 	(1.32	)
	 
	 	 	 	 
	( — ) OTHER ADJUSTMENTS
	 	 	 	 
	Televisa Unsold Advertising Time (up to the amount booked as revenue)
	 	 	(60.80	)
	Retransmission related ad revenue from non-Licensed Media
	 	 	7.21	 
	Retransmission related ad revenue credit
	 	 	(5.00	)
	( + ) Adjustments needed to reflect barter at 100%
	 	 	—	 
	Revenues included in prior period Royalty Base
	 	 	15.00	 
	 
	 	 	 	 
	( — ) OTHER INCOME DERIVED FROM NON- AUDIOVISUAL BUSINESSES IN THE TERRITORY
	 	 	 	 
	DVD/Consumer products
	 	 	(1.01	)
	Rental and Production income
	 	 	(2.88	)
	Ticket sales
	 	 	(0.79	)
	On-site Revenue (does not appear on the air)
	 	 	(1.34	)
	International Distribution
	 	 	(0.55	)
	Other
	 	 	(0.00	)
	TOTAL
	 	 	(6.57	)
	 
	 	 	 	 
	( — ) OTHER EXCLUDED UIM INCOME (1)
	 	 	 	 
	Services Provided to Unaffiliated Third Parties (2)
	 	 	(2.76	)
	Online eCommerce
	 	 	(0.21	)
	Mobile eCommerce
	 	 	(0.48	)
	Audio Streaming (not related to Audiovisual Content)
	 	 	(0.23	)
	International UIM revenue
	 	 	(0.20	)
	Revenue Share to Third Parties
	 	 	(0.23	)
	TOTAL
	 	 	(4.11	)
	 
	 	 	 
	 
	 	 	 	 
	ROYALTY BASE
	 	 	1,593.94	 
	 
	 	 	 








	 	 	 
	1.	 	UIM means Univision Interactive Media

	 
	2.	 	i.e. Website construction and maintenance and other technical services




 


S-7









 





SCHEDULE 7




FORM OF ACCOUNTING FIRM CERTIFICATE




Independent Auditor’s Report




The Board of Directors

Univision Communications Inc.



We have audited the accompanying schedule of the Televisa Royalty Calculation for the year ended
December 31, [insert year] (“[insert year] Royalty Base computation”) of Univision Communications
Inc. (the “Company”) as licensee for the year ended December 31, [insert year], and the amount of
the royalty paid to Televisa S.A. de C.V (“Televisa”) as licensor for the year ended December 31,
[insert year], under the terms of Section 9.1 of the Amended and Restated 2011 Program License
Agreement (“PLA”) dated February 28, 2011, between Televisa and the Company. This schedule is the
responsibility of the Company’s management. Our responsibility is to express an opinion on this
schedule based on our audit.



We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the schedule of the [insert year] Royalty Base computation is free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the schedule of the [insert year] Royalty Base computation. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall schedule presentation. We believe that our audit
provides a reasonable basis for our opinion.



In our opinion, the schedule of the [insert year] Royalty Base computation referred to above
presents fairly, in all material respects, the Royalty Base generated by the Company during the
year ended December 31, [insert year], and the amount of royalties paid for the year ended December
31, [insert year], which have been calculated as described above in accordance with Section 9.1 of
the PLA.



Our audit was conducted for the purpose of forming an opinion on the [insert year] Royalty Base
computation. The attached schedules are presented for purposes of additional analysis. Such
information has been subjected to the auditing procedures applied in our audit of the [insert year]
Royalty Base computation and, in our opinion, is fairly stated in all material respects in relation
to the [insert year] Royalty Base computation.



This report is intended solely for the information and use of the boards of directors and
managements of the Company and Televisa and is not intended to be and should not be used by anyone
other than these specified parties.



	 	 	 	 	 
	[insert date]

	 	 	 	 





 


S-8









 





SCHEDULE 8




FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE




In accordance with Section 9.4 of the Amended and Restated 2011 Program License
Agreement dated February 28, 2011 (the “PLA”), I certify that the Royalty Base of $[_______]
and the Royalty payments of $[_____] for the year ended December 31, [insert year], presents
fairly in all respects material to such Royalty Base, the Royalty Base and royalty payments for the
year-ended December 31, [insert year]. Capitalized terms used but not defined herein shall have
the meanings given to such terms in the PLA.



	 	 	 	 	 
	Dated: [_______]

	 	 

By:
	 	 
	 

	 	Its:	 	 





 


S-9









 





SCHEDULE 9




FORM OF SALES OFFICER CERTIFICATE




In accordance with Section 9.4 of the Amended and Restated 2011 Program License
Agreement dated February 28, 2011 (the “PLA”), I certify that the Advertising Packaged
Sales Transaction Process has been made at arm’s-length and in good faith in all respects material
to the Royalty Base during the year ended December 31, [insert year]. Capitalized terms used but
not defined herein shall have the meanings given to such terms in the PLA.



	 	 	 	 	 
	Dated: [_____]

	 	 

By:
	 	 
	 

	 	Its:	 	 





 


S-10









 





SCHEDULE 10




NOTICES




If to Grupo Televisa:




Televisa, S.A. de C.V.

Av. Vasco de Quiroga, 2000

Edificio A, Piso 4

Col. Zedec Santa Fe

01210 Mexico, Distrito Federal

Attn: Joaquín Balcárcel

Email: jbalcarcel@televisa.com.mx

Facsimile No.: (52) 55.261.25.46




With a copy to:




Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10018

United States of America

Attn: Herbert M. Wachtell, Esq.

Joshua R. Cammaker, Esq.

Email: hmwachtell@wlrk.com

jrcammaker@wlrk.com

Facsimile No.: (212) 403-2000



If to Licensee:




Univision Communications, Inc.

5999 Center Drive

Los Angeles, California 90045

Attn: Phyllis Verdugo

Email: pverdugo@univision.net

Facsimile No.: (310) 348-3677



With a copy to:




O’Melveny & Myers LLP

1999 Avenue of the Stars, Suite 700

Los Angeles, California 90067

Attn: Steven L. Grossman, Esq.

Christopher D. Brearton, Esq.

Email: slgrossman@omm.com

cbrearton@omm.com

Facsimile No.: (310) 246-6727


 


S-11









 





SCHEDULE 11




NOVELA EXAMPLES






ZACATILLO...UN LUGAR EN TU CORAZON

NIÑA DE MI CORAZON

SOY TU DUEÑA

LLENA DE AMOR

CUANDO ME ENAMORO

PARA VOLVER A AMAR

TERESA

VERANO DE AMOR

SORTILEGIO

MI PECADO

ATREVETE A SOÑAR

HASTA QUE EL DINERO NOS SEPARE

CAMALEONES

CORAZON SALVAJE

MAR DE AMOR

LAS TONTAS NO VAN AL CIELO

ALMA DE HIERRO

QUERIDA ENEMIGA

CUIDADO CON EL ANGEL

JURO QUE TE AMO

UN GANCHO AL CORAZON

EN EL NOMBRE DEL AMOR

MAÑANA ES PARA SIEMPRE

LOLA... ERASE UNA VEZ

BAJO LAS RIENDAS DEL AMOR

MUCHACHITAS COMO TU

PASION

AMOR SIN MAQUILLAJE

AL DIABLO CON LOS GUAPOS

TORMENTA EN EL PARAISO

FUEGO EN LA SANGRE

HERIDAS DE AMOR

DUELO DE PASIONES

CODIGO POSTAL

MUNDO DE FIERAS

LAS DOS CARAS DE ANA

AMAR SIN LIMITES

DESTILANDO AMOR

YO AMO A JUAN QUERENDON

LA MADRASTRA

LA ESPOSA VIRGEN

PABLO Y ANDREA

EL AMOR NO TIENE PRECIO

BARRERA DE AMOR

ALBORADA

PEREGRINA







LA FEA MAS BELLA

CORAZONES AL LIMITE... UN RETO DE JUVENTUD

MUJER DE MADERA

RUBI

MISION S.O.S. AVENTURA Y AMOR

REBELDE

APUESTA POR UN AMOR

INOCENTE DE TI

SUEÑOS Y CARAMELOS

CONTRA VIENTO Y MAREA

BAJO LA MISMA PIEL

DE POCAS, POCAS PULGAS

VELO DE NOVIA

AMOR REAL

ALEGRIJES Y REBUJOS

TU HISTORIA DE AMOR

MARIANA DE LA NOCHE

CLAP, EL LUGAR DE TUS SUEÑOS

AMARTE ES MI PECADO

AMY LA NIÑA DE LA MOCHILA AZUL

PIEL DE OTOÑO

COMPLICES AL RESCATE

NIÑA AMADA MIA

QUE VIVAN LOS NIÑOS

LAS VIAS DEL AMOR

LA OTRA

ASI SON ELLAS

ENTRE EL AMOR Y EL ODIO

ATREVETE A OLVIDARME

AMIGAS Y RIVALES

EL NOVENO MANDAMIENTO

EL DERECHO DE NACER

AVENTURAS EN EL TIEMPO

MUJER BONITA

SIN PECADO CONCEBIDO

MARIA BELEN

EL MANANTIAL

EL JUEGO DE LA VIDA

NAVIDAD SIN FIN

SALOME

LA INTRUSA

CLASE 406

LA ANTORCHA ENCENDIDA

EL VUELO DEL AGUILA

CUNA DE LOBOS








 


S-12









 





SCHEDULE 12




CORPORATE OPPORTUNITY EXAMPLE




SCHEDULE 12-1




WebMD




SCHEDULE 12-2




General Motors




 


S-13









 







SCHEDULE 13




RESTRICTED MOVIES




La Segunda Noche

Serafin, La Película

Piedras Verdes

El Gavilán De La Sierra

Una De Dos

Escrito En El Cuerpo De La Noche

De Qué Lado Estás

El Misterio De La Trinidad

La Habitación Azul

Vivir Mata

Amar Te Duele

Dame Tu Cuerpo

El Tigre De Santa Julia

Ladies’ Night

Nicotina

Puños Rosas

Un Día Sin Mexicanos

Cero Y Van Cuatro

La Última Noche

Efectos Secundarios

Una Película De Huevos

Divina Confusión

Amor Letra Por Letra

Cabeza De Buda

Sin Memoria

La Suerte Está Echada (Tentatively Entitled)



 


 









 





AMENDED AND RESTATED 2011 PLA GUARANTY




For and in consideration of the execution by UNIVISION COMMUNICATIONS INC.
(“Licensee”) of that certain Amended and Restated 2011 Program License Agreement (the
“License Agreement”; terms not defined herein shall have the meaning given to them in the
License Agreement), between Licensee and TELEVISA, S.A de C.V. (“Licensor”), of even date
herewith, GRUPO TELEVISA, S.A.B. (“Guarantor”) hereby agrees as follows:




1. Guarantor confirms and joins in the representations and warranties made by Licensor in
Section 12.1 of the License Agreement;




2. Guarantor agrees that for the Term it and its Affiliates will produce each year for
Licensee’s use at least 8,531 hours of Programs which Programs will be representative of the
quality of Programs produced by Licensor and its Affiliates during calendar year 2010. Of
such 8,531 hours, Guarantor agrees that it or its Affiliates will produce on an annual basis
Novelas sufficient for the lower of (a) five hours per day, five days per week or (b) five
times the sum of (x) the average number of hours per day in the preceding year during which
Novelas are Broadcast on the Univision Network during prime time hours plus (y) one hour.
Any co-produced Novela, Co-Produced Local Novela or Televisa Local Novela that is (I)
Broadcast on weekdays in “prime time” (as such term is then commonly understood in the
Mexican television industry) on Grupo Televisa’s then most popular Linear Television Channel
in Mexico (which is currently Channel 2); and (II) Broadcast by Licensee on weekdays in
“prime time” (as such term is then commonly understood in the U.S. Hispanic television
industry) on Licensee’s then most popular Linear Television Channel in the Territory (which
is currently the Univision Network), shall be deemed to be a Program meeting the quality
standard described in the first sentence of this paragraph and shall be deemed to be a
Novela produced by Guarantor for purposes of the second sentence of this paragraph. If the
popularity of Novelas in Mexico materially decreases, Guarantor may request that the minimum
novela production requirements be lowered with the addition of a mutually agreeable
corresponding production requirement in a different genre, and Licensee will negotiate such
proposals with Guarantor in good faith, based on the popularity of Novelas and the different
genre in the United States. Except with respect to the hours of Novelas described above,
nothing herein shall require Guarantor to produce any particular type or mix of programs.
The provision of this Section 2 shall be subject to force majeure as provided in
Section 20.2 of the License Agreement.




3. Guarantor guarantees the full performance by Licensor of all of its obligations under the
License Agreement and further agrees to be bound, and cause its Affiliates to be bound, by
the provisions of the License Agreement applicable to Licensor, Guarantor or the entities
comprising Grupo Televisa, and guarantees the full performance by the entities comprising
Grupo Televisa of all such obligations under the License Agreement.


 


1









 






4. Guarantor irrevocably submits to the jurisdiction of any California State or United
States Federal court sitting in Los Angeles County in any action or proceeding arising out
of or relating to this Guaranty or the transactions contemplated hereby, and irrevocably
agrees that any such action or proceeding may be heard and determined only in such
California State or Federal court, except with respect to matters subject to Section
15.1 of the License Agreement, in which case, Guarantor irrevocably submits to binding
arbitration by a single Umpire sitting in New York. Guarantor irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of any such action or proceeding. Guarantor irrevocably appoints CT Corporation
System (the “Process Agent”), with an office on the date hereof at 818 West 7th
Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property
service of copies of the summons and complaint and any other process which may be served in
any such action or proceeding. Such service may be made by delivering a copy of such
process to Guarantor in care of the Process Agent at the Process Agent’s above address, and
Guarantor irrevocably authorizes and directs the Process Agent to accept such service on its
behalf. As an alternate method of service, Guarantor consents to the service of copies of
the summons and complaint and any other process which may be served in any such action or
proceeding by the mailing or delivering of a copy of such process to Licensor at its address
specified in or pursuant to Section 19 of the License Agreement. Guarantor agrees
that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by
Law.



5. This Guaranty and the legal relations among the parties shall be governed by and
construed in accordance with the laws of the State of California applicable to contracts
between California parties made and performed in that State, without regard to conflict of
laws principles; except that the procedural Laws of the State of New York shall apply to the
Arbitration Procedures (as set forth in Section 15.1 of the License Agreement).



6. Guarantor agrees that its obligations hereunder (the “Obligations”) are
irrevocable, absolute, independent, unconditional and continuing, and shall not be subject
to any limitation, impairment or discharge for any reason, including any circumstance which
constitutes a legal or equitable discharge of a guarantor or surety other than indefeasible
performance in full of the Obligations. Guarantor hereby waives notice of acceptance of
this guaranty, presentments, notices of default, nonpayment, partial payments and protest,
all other notices or formalities, any right to require prosecution of collection or remedies
against Licensor or any other person or entity or to pursue any other remedy in Licensee’s
power. Without limiting the generality of any other waiver or provision set forth herein,
Guarantor hereby waives, to the maximum extent such waiver is permitted by Law, any and all
defenses arising directly or indirectly under any one or more of California Civil Code §§
2808, 2809, 2815, 2819, 2839, 2849, 2850, 2899 and 3433. Guarantor agrees that one or more,
and successive and/or concurrent, actions may be brought against it, either in the same
action in which Licensor or any other person is sued on in separate actions and that the
cessation of the liability of Licensor for any reason, other than full payment and
performance of the obligations, shall not in any way affect the liability of the undersigned
hereunder.




The rights, powers and remedies given to Licensee by this Guaranty are cumulative
and shall be in addition to and independent of all rights, powers and remedies given
to Licensee by virtue of any statute or rule of law or in the License Agreement.
Any forbearance or failure to exercise, or any delay by Licensee in
exercising, any right, power or remedy hereunder shall not impair any such right,
power or remedy or be construed to be a waiver thereof, nor shall it preclude the
further exercise of any such right, power or remedy.


 


2









 






In case any provision in or Obligation under this Guaranty shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or Obligations, or of such provision or Obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.




This Guaranty is a continuing guaranty and shall be binding upon Guarantor and its
successors and assigns. This Guaranty shall inure to the benefit of Licensee and
its successors and assigns.




To the extent Guarantor is guaranteeing payment obligations of Licensor under the
terms of the License Agreement (“Payment Obligations”), this guaranty is a
guaranty of payment when due and not of collectability. Licensee may from time to
time, without notice or demand and without affecting the validity or enforceability
of this Guaranty or giving rise to any limitation, impairment or discharge of
Guarantor’s liability hereunder, (i) settle, compromise, release or discharge, or
accept or refuse any offer of performance with respect to, or substitutions for, the
obligations of Licensor or any agreement relating thereto; (ii) have stayed or
enjoined, by order of court, by operation of law or otherwise, the exercise or
enforcement of, any claim or demand or any right, power or remedy with respect to
the obligations of Licensor or any agreement relating thereto; (iii) waive, amend or
modify, or consent to departure from, any of the terms or provisions of the License
Agreement; and (iv) omit or delay in doing any act or thing, which may or might in
any manner or to any extent vary the risk of Guarantor as an obligor in respect of
the obligations’.




Guarantor hereby waives, for the benefit of the Licensee: (i) any defense arising
by reason of the incapacity or lack of authority of Licensor; (ii) any defense based
upon any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of the
principal; and (iii) any principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms of this Guaranty and any legal or
equitable discharge of Guarantor’s obligations hereunder.




Until any Payment Obligations shall have been paid in full, Guarantor shall withhold
exercise of any right of subrogation. Guarantor further agrees that, to the extent
the withholding of its rights of subrogation as set forth herein is found by a court
of competent jurisdiction to be void or voidable for any reason, any rights of
subrogation Guarantor may have against Licensor shall be junior and subordinate to
any rights Licensee may have against Licensor.


 


3









 






In the event that all or any portion of any Payment Obligations are paid by
Licensor, the obligations of Guarantor hereunder shall continue and remain in full
force and effect or be reinstated, as the case may be, in the event that all or any
part of such payment(s) are rescinded or recovered directly or indirectly from
Licensee as a preference, fraudulent transfer or otherwise, and any such payments
which are so rescinded or recovered shall constitute Payment Obligations for all
purposes under this Guaranty.



7. Guarantor shall not be liable for or suffer any penalty or termination of rights
hereunder by reason of any failure or delay in performing any of its obligations hereunder
if such failure or delay is occasioned by compliance with governmental regulation or order,
or by circumstances beyond the reasonable control of Guarantor, including but not limited to
acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance,
interruption of or delay in transportation. Guarantor shall promptly notify Licensee in
writing of any such event of force majeure, the expected duration thereof, and its
anticipated effect on Licensee and make reasonable efforts to remedy any such event, except
Guarantor shall be under no obligation to settle a labor dispute.



8. That certain Guaranty made as of January 22, 2009 by and between Guarantor and Licensee
is hereby terminated and shall have no further force or effect.



9. This Guaranty amends and restates that certain 2011 Guaranty made as of December 20, 2010
by and between Guarantor and Licensee.



 


4









 







DATED: February 28, 2011, with effect as of January 1, 2011




	 	 	 	 	 	 	 
	 	 	GRUPO TELEVISA, S.A.B.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Salvi Rafael Folch Viadero	 	 
	 

	 	 	 	 

Name: Salvi Rafael Folch Viadero
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joaquín Balcárcel Santa Cruz	 	 
	 

	 	 	 	 

Name: Joaquín Balcárcel Santa Cruz
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 






Accepted and Agreed:



UNIVISION COMMUNICATIONS INC.



	 	 	 	 	 
	By:
	 	/s/ Andrew W. Hobson	 	 
	 

	 	 

Name: Andrew W. Hobson
	 	 
	 

	 	Title:  Senior Executive Vice
President	 	 






[Signature Page to Amended and Restated 2011 PLA Guaranty]




 


 









 







Televisa S.A. de C.V.

Av. Vasco de Quiroga, 2000

Edificio A, Piso 4

Col. Zedec Santa Fe

01210 Mexico, Distrito Federal




Univision Communications Inc.

5999 Center Drive

Los Angeles, California 90045




Re: Televisa Editing and Dubbing Appointee



Ladies and Gentlemen:



This side letter agreement (this “Side Letter”) is entered into as of December 20,
2010, by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter
“Licensor”), and Univision Communications Inc., a Delaware corporation
(“Licensee”), with reference to that certain 2011 Program License Agreement, dated
concurrently herewith, and with effect immediately prior to the effect of this Side Letter, by and
between Licensor and Licensee (the “PLA”). Capitalized terms used but not defined herein
shall have the meanings given to such terms in the PLA.



As an inducement for Licensee to enter into the PLA, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



1. Selection, Appointment and Removal of Televisa Editing and Dubbing Appointee.
Licensor shall select and appoint a Televisa Editing and Dubbing Appointee reasonably acceptable to
Licensee (at the time of his or her appointment). The Televisa Editing and Dubbing Appointee may
be removed at any time by Licensor and replaced by Licensor with a new Televisa Editing and Dubbing
Appointee reasonably acceptable to Licensee (at the time of his or her appointment). Starting six
months following the appointment of any particular Televisa Editing and Dubbing Appointee, Licensee
shall have the right to request that Licensor remove such Televisa Editing and Dubbing Appointee,
and reasonably promptly following such request, Licensor shall remove such Televisa Editing and
Dubbing Appointee and appoint a replacement that is reasonably acceptable to Licensee.



 


 









 






2. Miscellaneous. This Side Letter may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall constitute an original, but all of
which when taken together shall constitute but one contract. Delivery of an executed counterpart
of this Agreement by facsimile or electronic (i.e., PDF) transmission shall be effective as
delivery of a manually executed counterpart of this Agreement. This Side Letter contains a final
and complete integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof, superseding all previous oral statements and other writings with respect
thereto. Neither this Agreement nor any terms hereof may be
amended, modified or changed except by a written instrument duly executed by authorized officers of
all parties hereto. No failure or delay on the part of a party hereto or any permitted assignee
thereof, in exercising any power, right or remedy under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any
other further exercise thereof or the exercise of any other power, right or remedy. This Side
Letter shall be governed by and construed in accordance with the laws of the State of California
applicable to contracts between California parties made and performed in that State, without regard
to conflict of laws principles. The parties agree that this Agreement and all of its terms shall
be subject to the dispute resolution provisions of the PLA.



[Signature page follows]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Side Letter as of the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	TELEVISA, S.A. DE C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Salvi Rafael Folch Viadero	 	 
	 

	 	 	 	 

Name: Salvi Rafael Folch Viadero
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joaquín Balcárcel Santa Cruz	 	 
	 

	 	 	 	 

Name: Joaquín Balcárcel Santa Cruz
	 	 
	 

	 	 	 	Title:  Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 	 	UNIVISION COMMUNICATIONS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew W. Hobson	 	 
	 

	 	 	 	 

Name: Andrew W. Hobson
	 	 
	 

	 	 	 	Title:  Senior Executive
Vice President	 	 






[Signature Page to 2011 PLA Side Letter]