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Exhibit
10.23
 Dated 20 January 2006
 THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED
 TOPPS EUROPE LIMITED
 
 AGREEMENT




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Table of Contents
 Page1
    
    Definitions
    
    
    12
    
    Extent of Licence
    
    
    53
    
    Supply of Materials and Approvals
    
    
    64
    
    Exclusivity
    
    
    105
    
    Use of Property
    
    
    116
    
    Consideration
    
    
    117
    
    Accounting Records and Rights of Inspection
    
    
    168
    
    Intellectual Property
    
    
    169
    
    Indemnity and Limitation of Liability
    
    
    1910
    
    Licensees Warranties and Undertakings
    
    
    2111
    
    FAPLs Warranties
    
    
    2412
    
    Infringement
    
    
    2513
    
    Confidentiality
    
    
    2614
    
    Distribution and Promotion of Licensed Articles
    
    
    2715
    
    Duration and Termination
    
    
    2816
    
    Effect of Expiry or Termination
    
    
    2917
    
    Assignment and Sub-Licensing
    
    
    3018
    
    Address for Payment
    
    
    3119
    
    No Partnership
    
    
    3120
    
    Illegality
    
    
    3121
    
    Entire Agreement
    
    
    3122
    
    Waivers Remedies Cumulative Amendments etc
    
    
    3123
    
    Costs
    
    
    3224
    
    Notices
    
    
    3225
    
    Governing Law
    
    
    32
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This Agreement
 Between
 (1)
    
    The Football Association Premier League Limited(No. 2719699) whose registered office is at
30 Gloucester Place London W14 8PL (FAPL) and
 (2)
    
    Topps Europe Limited(No. 2331336) whose registered office is at 18 Vincent Avenue Crownhill
Milton Keynes MK8 OAW (Licensee)
 It is agreed
 
 1
    
    Definitions1.1
    
    In this Agreement (including the Schedules attached hereto and made a part hereof) the
following expressions shall have the following meanings:Albummeans in respect of each Season the printed edition of the album produced for
collectable use in connection with the Stickers issued in respect of that Season only
Incorporating the Approved Text together with those of the Club Designs and the FAPL Designs
relevant thereto and relating to each and all of the Clubs in respect of that Season as
approved in each respect by FAPL in accordance with the terms of this AgreementApproved Playermeans in relation to any Club those Players of that Club whose identity has
been approved by FAPL and/or that Club pursuant to the procedure set out at clause Supply of
Materials and Approvals in respect of the applicable Licensed Articles and the applicable
SeasonApproved Textmeans in connection with any Licensed Articles any text which the Licensee is
entitled to print thereon and which has been approved in accordance with the terms of this
Agreement (which for the avoidance of doubt may include in relation to statistics and/or
ratings in connection with any Club and/or Players predominantly statistics and/or ratings
having a direct and accurate statistical basis as opposed to any element of judgement or
subjective ability rating)Authorised Photographsmeans the Players Photographs and/or the Further Photographs having
been approved by the relevant Club and FAPL pursuant to the terms of clause 3Bindermeans in respect of each Season the binder (being in all cases in tangible physical
form) with sleeves for collectable use in connection with the Trading Cards issued in
respect of that Season only incorporating the Approved Text together with those of the Club
Designs and the FAPL Designs relevant thereto and relating to each and all of the Clubs in
respect of that Season as approved in each respect by FAPL in accordance with the terms of this
AgreementClub Designsmeans those official logos designs names nicknames badges insignia and
statistics owned or controlled by each of the Clubs during the Term and which are made




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available by the Clubs for use by the Licensee during the Term including but not limited to
the Club Logos and the Club StripsClubsmeans those football clubs which at the commencement of the relevant Season of the
Term are members of the FAPL (and the word Club shall be construed accordingly)Club Logomeans the single main official logo of each Club representations of which have
been made available to the Licensee so as to enable it to exercise its rights hereunder
(being one for each Club at any time during the Term or such replacement as stipulated by
FAPL) and the words Club Logos shall be construed accordinglyClub Stripsmeans in respect of each Club the football strip colours worn by the Players of
the Club during the Matches as the same may be registered with FAPL before the commencement
of or at any time during each Season during the Term (and the logo design badge or insignia
of any manufacturer thereof and/or any Club sponsor which may from time to time appear
thereon) and the words Club Strip shall be construed accordinglyCompetitive Productmeans [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Competitormeans [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]F.A.means The Football Association Limited whose registered office is at 25 Soho Square
London W1D 4FAFAPL Designsmeans the FAPL Marks the FAPL Logo and those official logos designs badges and
insignia owned or controlled by FAPL as specifically stipulated from time to time by FAPLF.A. Marksmeans the marks F.A. and Football Association which are owned by the F.A.FAPL Logomeans the official logo of FAPL incorporating the F.A. Marks as set out in Error!
Reference source not found.and/or such other marks as may be notified by FAPL to the
Licensee from time to timeFAPL Marksmeans any trade marks registered or unregistered or in respect of which an
application for registration has been made comprising of and incorporating FAPL Logo or any
of the words Premier League or Premiership
 -2-




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Further Photographsmeans photographic images of any of the Players used in connection with
Licensed Articles being in each case either (a) an action photograph of any such Player
wearing the Club Strip of the Club to which the said Player is at the time of publication of
the Licensed Articles in question registered and showing only or substantially the Player
named in the Licensed Articles (or component thereof) or (b) a photographic portrait showing
the said Players head and shoulders only in each case in respect of which any and all
copyright licences and/or consents and/or other required consents have been obtained and all
requisite fees and royalties paid by the Licensee (including but not limited to the
obtaining of the consent of any Club and/or FAPL in relation to the use of the said
photographs) and in respect of which FAPL and the relevant Club each have consented to use
in relation to the Licensed Articles pursuant to clause 3
 Gummeans any chewing gum or bubble gum marketed by the Licensee in conjunction with any
Licensed ArticlesLicensed Articlesmeans the Trading Card Collection and the Stickers and AlbumsMatchmeans any football match played between two Clubs as part of the Premiership (and the
word Matches shall be construed accordingly)Minimum Guaranteemeans the non-refundable sum payable by the Licensee to FAPL as set out in
clause 6.1(a)Net Sales Valuemeans [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Personmeans any person in law or body corporate and includes a firm partnership corporation
individual and any other legal entity whether incorporated or unincorporatedPlayermeans a player as defined in the Rules of FAPL as at the relevant time registered
with a ClubPlayers Photographsmeans those photographic images of all of those Players from time to
time registered with each of the Clubs and of the available team of each Club in each case
provided to the Licensee by FAPL pursuant to clause 3 all copyright (save only such
non-exclusive licence thereof as is required by the Licensee in order to fulfil its
obligations to FAPL and to exercise the rights expressly granted to it pursuant to this
Agreement) in which is vested in FAPLPremiershipmeans the league competition organised by FAPL as the highest league of
professional football in England and WalesPremium Agreementmeans a commercial transaction or agreement between the Licensee and a
third party approved by FAPL (and subject where reasonably requested by FAPL to a
tri-partite agreement) whereby the third party is permitted to supply the Licensed Articles
with a product that is approved by FAPL to be used in a form approved for retail by FAPL and
the word Premium shall be construed accordingly
 -3-




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Premium Royaltiesmeans those royalties to be paid by the Licensee in respect of Premium
Agreements as set out at Clause 6.1(h)Promotional Materialsmeans any packaging labels instructions and instruction manuals
containers advertisements technical support and information materials point of sale
advertising marketing and promotional materials and/or advertisements of whatever nature and
in whatever medium (whether now existing or hereafter created) for or in relation to any
Licensed Articles including for the avoidance of doubt and without limitation any editorial
or content material in any medium or in any vehicle site programme or document in any such
medium which is in any way controlled produced authorised or commissioned by or on behalf of
the Licensee or at the Licensees behest whether directly or indirectly and/or of
which the Licensee has editorial approval but excluding for the avoidance of doubt any
materials of whatever nature which may comprise or reasonably be considered to comprise any
transient intangible electronic or digital form of and/or recording of and/or equivalent to
any Licensed ArticlesPropertymeans any and all of the Club Designs and the FAPL Designs or any element or
component thereofQuartermeans any quarter during the Term ending on any Quarter DayQuarter Daymeans each day during the Term which falls on the day thirteen (13) weeks from
the preceding Quarter Day with the first Quarter Day for the purposes of this definition
being 1 June 2007 (notwithstanding that such date is the commencement of the Term)Royaltiesmeans those royalties to be paid by the Licensee to FAPL in respect of Sales of
Licensed Articles as set out at clause 6Salesmeans the number of the Licensed Articles distributed for value (whether in
consideration of monetary payment or otherwise for a quantified financial benefit) and the
word sold shall be construed accordinglySeasonmeans a Premiership season which shall generally commence in August of one year and
finish in May of the following yearStickersmeans in respect of each Season collectable stickers sold in packets or any other
relevant container in any size, format or material in printed paper format only or in such
other format having tangible physical form (for the avoidance of doubt this may include
packets of stickers with Gum) as may be consented to by FAPL such consent not to be
unreasonably withheld; and mixed together so that each such Packet and/or each relevant
container contains stickers relating to the Approved Players of more than one club and/or
any other relevant image (including by way of example any trophy currently held by or
otherwise relating to a particular Club) using any Authorised Photograph together with the
FAPL Designs and the Club Designs as appropriate and in each case as approved in all regards
by FAPL pursuant to this Agreement and designed for sale in connection with the Album in
respect of the appropriate Season (and the word Sticker shall be construed accordingly)
 -4-




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Stickers and Albumsmeans a collection in respect of each Season comprising one Album and
corresponding StickersTermmeans the term of this Agreement which shall commence on 1 June 2007 and shall continue
for three years unless the Agreement is terminated earlier in accordance with its termsTerritorymeans the worldTrading Card Collectionmeans Trading Cards and any means for containing or storing them
which may be sold in all sizes, formats and materials (including but not limited to a Binder
and in packets) provided that the Trading Cards are mixed together so that each vendable
unit contains Trading Cards relating to the Players of more than one Club and may
incorporate such elements as are required for the manufacture or production of a trading
card game including but not limited to playing cloths or mats, storage binders or boxes,
scorecards, card shoes, dice, discs, chips, markers, strategy or instructional guides and
game tipsTrading Cardsmeans collectable trading cards sold in all sizes formats and materials
including but not limited to trading cards, game cards, lenticular styrene plasticards and
laminate each depicting one or more Approved Player using an Authorised Photograph together
with those of the FAPL Designs and the Club Designs appropriate thereto and the Approved
Text appropriate thereto in each case as approved in all regards by FAPL pursuant to this
Agreement and forming part of the Trading Card CollectionTopps Name and Logomeans that official name and logo of the Licensee set out at Error!
Reference source not found.and such other marks the goodwill
and all relevant intellectual property rights in which are owned by the Licensee as may be
notified to FAPL from time to time by the Licensee
 
 2
    
    Extent of License2.1
    
    In consideration of the payment of the Minimum Guarantee and the Royalties in accordance with
clause 6 FAPL hereby grants to the Licensee the following rights throughout the Territory and
for the Term
 (a)
    
    the exclusive right as set out in clause 4 subject to the terms of this
Agreement to produce manufacture distribute and sell the Trading Card Collection and
Stickers and Albums(b)
    
    the exclusive right to enter into Premium Agreements and(c)
    
    the right subject to the terms of this Agreement to incorporate the Club
Designs the FAPL Designs and/or the Authorised Photographs in all Promotional Materials
approved in accordance with this Agreement
 -5-




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2.2
    
    All rights not expressly granted to the Licensee hereunder are reserved to FAPL which shall
be free to exploit such rights in any manner in its sole discretion subject to the provisions
of clause 4 or as otherwise agreed herein
 
 3
    
    Supply of Materials and Approvals
 3.1
    
    FAPL shall notify Licensee by 1 June during each year of the Term of its member Clubs for the
next Season or, subject to any circumstances outside the control of the FAPL, as soon as the
FAPL shall become aware of any changes to the final composition of the member Clubs and shall
arrange on or before 1 September in each of 2007 2008 and 2009 or such alternative date in
such year as FAPL and the Licensee may agree in writing for the photographing of each and all
of the Players of each and all of the Clubs and a photograph of the entire available team of
each Club and shall provide to the Licensee the Players Photographs resulting from the said
process on or before the second Friday in September in each such year or such alternative date
as FAPL and the Licensee may agree in writing. The parties hereby agree for the avoidance of
doubt that (save for such non-exclusive licence of copyright in relation to the Players
Photographs for the duration of the Term as is strictly necessary to permit the Licensee to
enjoy and use the rights expressly granted to it pursuant to clause 2.1) any and all copyright
and other rights of intellectual property of whatever nature in and in respect of the Players
Photographs shall as between the parties remain vested in FAPL
 3.2
    
    FAPL shall supply or procure the supply by the Clubs of materials (including artwork and
transparencies used in reproducing the FAPL Logo and the Club Designs and the re-shooting of
any photographs provided for at 3.1 above) which FAPL (acting reasonably) agrees are reasonably necessary to the Licensee for the
purposes of exercising the rights granted to it pursuant to this Agreement. Such supply
will take place as soon as is reasonably practicable and at no cost to the Licensee other
than where processing or handling costs are involved in which case a reasonable charge
payable to FAPL (or the Clubs as appropriate) may be made to cover such costs
 3.3
    
    Any materials supplied to the Licensee hereunder together with any copies thereof made by the
Licensee shall as between the parties hereto remain the property of FAPL and shall be returned
to FAPL on reasonable notice in writing (and in any case following termination and/or expiry
of this Agreement) at the expense of the Licensee
 3.4
    
    In respect of the Trading Card Collection in each Season
 (a)
    
    the collection shall include at least 1 Player from each Club. The Licensee
shall have discretion to decide how many Players are depicted from each Club and shall
not be obliged to depict an equal number of Players from each Club. However the
Licensee shall not allow discrepancies to arise in the depiction of Players (other than
in special or bonus cards comprised in the collection) of greater than 1:2 as between
any two (2) Clubs(b)
    
    the Licensee shall deliver to FAPL as soon as reasonably practicable following
delivery of the Player Photographs to it by FAPL pursuant to clause 3.1 (a) art
 -6-




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work proofs of the Trading Cards and any Binder comprising for each Club the design format
for and all information appearing on the Trading Cards for that Club and/or Binder plus
one representative design of a card for that Club and (b) a list of the Players to be
included in the Trading Card Collection(c)
    
    FAPL shall consider the materials supplied pursuant to clause 3.4(b) of this
Agreement and shall as soon as is reasonably practicable and in any event before the
expiry of fifteen (15) working days provide the Licensee with written notice that
either
 (i)
    
    the said material is approved or(ii)
    
    the said material is not approved together with details of the
elements thereof which are not approved reasons for non-approval and
suggestions as to what would be approved in its place
 but for the avoidance of doubt FAPL shall not unreasonably withhold approval in
relation to features of the Trading Card Collection and may object to the inclusion
of any Player only on the basis that he is
not or will shortly cease to be registered with the Club for which he is depicted(d)
    
    In the event that (and to the extent that) FAPL has failed within fifteen (15)
working days of receipt of the materials supplied pursuant to clause 3.4(b) of this
Agreement to provide written notice as set out at clause 3.4(c)(ii) and/or 3.4(c)(ii)
in respect of the same then FAPL shall not thereby be in breach of this Agreement and
the Licensee shall have no rights against FAPL in connection with the said failure but
FAPL shall be deemed to have notified its approval of the materials so affected
pursuant to clause 3.4(c)(e)
    
    In the event that FAPL notifies (or is deemed to have notified pursuant to
clause 3.4(d)) the Licensee that all relevant materials of and relating to the Trading
Card Collection are approved the Players depicted therein shall be deemed Approved
Players the depictions of the Players used therein shall be deemed Authorised
Photographs and the text used therein shall be deemed Authorised Text (in each case in
relation to the Trading Gard Collection only) and the Licensee shall be authorised to
produce and shall produce in sufficient numbers copies of the Trading Card Collection
which conform in all respects with the relevant materials in accordance with the grant
set out at clause 2 of this Agreement(f)
    
    Any and all copies of the Trading Cards and/or the Trading Card Collection
produced pursuant to this Agreement shall conform in all respects with the relevant
materials approved or deemed to have been approved pursuant to this clause 3.4 and no
amendment change or variation in design to the same may be made by the Licensee save
with the express written consent of FAPL at its absolute discretion(g)
    
    In the event that FAPL notifies the Licensee that any materials and/or any
component of any materials of or relating to the Trading Card Collection is not
 -7-




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approved the Licensee shall supply fresh materials relevant thereto in accordance with
the terms of clause 3.4(a) not later than ten (10) working days following receipt of
such notification and the terms of this clause 3.4 shall apply thereto
 3.5
    
    In respect of the Stickers and Albums in each Season
 (a)
    
    the Stickers shall exhibit an equal number of Player Photographs in respect of
each Club and in any event not less than 12 per Club(b)
    
    the Licensee shall deliver to FAPL as soon as reasonably practicable following
delivery of the Player Photographs to it by FAPL pursuant to clause 3.1 (a) art work
proofs of the Album comprising for each Club
the design format and all text appearing in the Album for that Club plus one
representative design of a Sticker for that Club and (b) a list of the Players to be
depicted in the Stickers for that Club(c)
    
    FAPL shall consider the materials supplied pursuant to clause 3.5(b) of this
Agreement and shall as soon as is reasonably practicable and in any event before the
expiry of fifteen (15) working days provide the Licensee with written notice that in
the case of such material either
 (i)
    
    the said material is approved or(ii)
    
    the said material is not approved together with details of the
elements thereof which are not approved reasons for non-approval and
suggestions as to what would be approved in its place
 but for the avoidance of doubt FAPL shalt not unreasonably withhold approval in
relation to features of the Stickers and Albums and may object to the inclusion of
any Player only on the basis that he is not or will shortly cease to be registered
with the Club for which he is depicted(d)
    
    In the event that (and to the extent that) FAPL has failed within fifteen (15)
working days of receipt of the materials supplied pursuant to clause 3.5(b) of this
Agreement to provide written notice as set out at clause 3.5(c)(i) and/or 3.5(c)(ii) in
respect of the same then FAPL shall not thereby be in breach of this Agreement and the
Licensee shall have no rights against FAPL in connection with the said failure but FAPL
shall be deemed to have notified its approval of the materials so affected pursuant to
clause 3.5(c)(e)
    
    In the event that FAPL notifies (or is deemed to have notified pursuant to
clause 3.5(d)) the Licensee that all relevant materials of and relating to the Stickers
and Albums are approved the Players depicted therein shall be deemed Approved Players
the depictions of the Approved Players shall be deemed Authorised Photographs and the
text used therein shall be deemed Authorised Text (in each case in relation to the
Stickers and Albums only) and the Licensee shall be authorised to produce and shall
produce in sufficient numbers copies of the
 -8-




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Stickers and Albums which conform in all respects with the relevant materials in accordance with the grant set out at clause 2
of this Agreement(f)
    
    Any and all copies of the Stickers the Albums and/or the Stickers and Albums
produced pursuant to this Agreement shall conform in all respects with the relevant
materials approved or deemed to have been approved pursuant to this clause 3.5 and no
amendment change or
variation in design to the same may be made by the Licensee save with the express
written consent of FAPL at its absolute discretion(g)
    
    In the event that FAPL notifies the Licensee that any materials and/or any
component of any sample of or relating to the Stickers and Albums is not approved the
Licensee shall supply fresh materials relevant thereto in accordance with the terms of
clause 3.5(b) not later than 1 week following receipt of such notification and the
terms of this clause 3.5 shall apply thereto
 3.6
    
    In respect of Promotional Material
 (a)
    
    The Licensee shall deliver to FAPL as soon as reasonably practicable and in any
event not later than fifteen (15) working days prior to the date of the first intended
use of the same sample designs of any and all Promotional Material intended to be used
by the Licensee together with full details of those media in which the same is intended
to be used and in what parts of the world the same is intended to be used together with
such other details as FAPL may reasonably require from time to time(b)
    
    FAPL shall consider the samples and proposals supplied pursuant to clause
3.6(a) of this Agreement and shall as soon as is reasonably practicable and in any
event not later than fifteen (15) working days after receipt provide the Licensee with
written notice that in the case of each such sample and proposed use either
 (i)
    
    the said sample and proposed use is approved or(ii)
    
    the said sample and/or proposed use is not approved together
with reasons for non-approval
 but for the avoidance of doubt FAPL shall not unreasonably withhold approval in
relation to features of the Promotional Materials(c)
    
    In the event that (and to the extent that) FAPL has failed within fifteen (15)
working days of receipt of the materials supplied pursuant to clause 3.6(a) of this
Agreement to provide written notice as set out at clause 3.6(b)(i) and/or 3.6(b)(ii) in
respect of the same then FAPL shall not thereby be in breach of this Agreement and the
Licensee shall have no rights against FAPL in connection with the said failure but FAPL
shall be deemed to have notified its approval of the materials so affected pursuant to
clause 3.6(b)(ii) where (but only where) the said materials are materials required to
produce and/or distribute or otherwise publish those Promotional Materials set out at
Error! Reference source not found.in
 -9-




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connection with launch of the Stickers and Albums and/or the Trading Card Collection in respect of any Season
 (d)
    
    In the event that FAPL notifies (or is deemed to have notified pursuant to
clause 3.6(c)) the Licensee that any sample of the Promotional Materials and any
proposed use of the same is approved the Licensee shall be authorised to use in
accordance with the terms of use so approved by FAPL and the terms of this Agreement
Promotional Materials which conform in all respects with the said sample in accordance
with the grant set out at clause 2 of this Agreement(e)
    
    Any and all Promotional Materials produced pursuant to this Agreement shall
conform in all respects with the relevant samples approved or deemed to have been
approved pursuant to this clause 3.6 and no amendment change or variation in design to
the Promotional Materials nor any use not expressly authorised pursuant to this clause
3.6 may be made by the Licensee save for such language or regulatory changes as may be
appropriate for territories outside the UK or with the express written consent of FAPL
(which may be withheld at its absolute discretion)(f)
    
    In the event that FAPL notifies the Licensee that any sample of the Promotional
Materials or any proposed use thereof is not approved the Licensee may supply fresh
samples and/or fresh proposals as to use thereof in accordance with the terms of clause
3.6(a) following receipt of such notification and the terms of this clause 3.6 shall
apply thereto(g)
    
    In the event that Promotional Materials are used and have not been approved in
accordance with the Agreement, upon being notified by FAPL the licensee shall
immediately withdraw such Promotional Materials
 3.7
    
    Where and to the extent that FAPL reasonably deems it necessary to obtain consent or approval
from any Club prior to notifying FAPLs approval of any materials pursuant to this clause 3
FAPL shall notify the Licensee of this necessity and each of FAPL and the Licensee shall use
their respective reasonable endeavours to procure such consent
 
 4
    
    Exclusivity
 4.1
    
    FAPL undertakes and warrants to the Licensee (subject to clauses 4.2 and  and save as set
out therein) that neither it nor any Club or Player shall during the Term produce any
Competitive Product or grant to any Person the right to produce any Competitive Products
and/or the right to grant any such rights. [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
 4.2
    
    By way of clarification and refinement of clause 4.1 the parties hereto agree that the
exclusivity granted thereby shall not include
 (a)
    
    [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 -10-




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(b)
    
    [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT](c)
    
    [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT](d)
    
    [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
 
 5
    
    Use of PropertyFor the avoidance of doubt the Licensee hereby acknowledges and agrees that:
 (a)
    
    the Property will only be utilised in accordance with the terms of this
Agreement and will not be utilised in connection with any other goods or services
manufactured distributed or provided by the Licensee or for any other purposes
whatsoever save only as expressly authorised by FAPL pursuant to the terms of this
Agreement or by separate arrangement with the Licensee(b)
    
    (except where otherwise agreed by FAPL in writing prior to any distribution
thereof) the Licensed Articles and all Promotional Material distributed in relation to
the Licensed Articles shall bear a statement to the effect that the product is
Manufactured under licence from The F.A. Premier League Limited(c)
    
    the Licensee shall not pass off the Licensed Articles as authorised or
otherwise endorsed by any individual Player(s) or Manager(s) and shall if reasonably
requested by FAPL clearly and visibly indicate this on the Licensed Articles using
wording such as This product is not endorsed by any individual player or manager (or
some such other form as may be agreed in writing by FAPL in advance); and without
prejudice to the generality of the above the Licensee agrees that where individual
Players are depicted upon any Promotional Materials it shall ensure (without prejudice
to FAPLs rights of approval as set out at clause 3) that (to the extent available
space reasonably permits) not less than four (4) Players from four different Clubs are
depicted upon each unit of such Promotional Materials. Where the said Promotional
Materials are packets for Stickers or Trading Cards the number of
Players which must be so depicted upon each unit shall be not less than two (2) and
the same two (2) Players shall not appear on more than 50% of such units
 
 6
    
    Consideration6.1
    
    In consideration of the grant of the rights granted pursuant to this Agreement the Licensee
agrees to pay to FAPL
 (a)
    
    by way of payment of the total Minimum Guarantee payable by Licensee to FAPL
which shall be in no way refundable or repayable but shall be recoupable pursuant to
clause 6.7 only the sum of £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]pounds sterling) payable in
 -11-




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instalments on each 1 November and 1 April
respectively during the Term commencing on 1 November 2007 with the last instalment to
be paid on 1 April 2010;
 (i)
    
    in respect of the period from 1stNovember 2007 to
31st March 2008 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]pounds sterling); and(ii)
    
    in respect of the period from 1stApril 2008 to
31st October 2008 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]pounds sterling); and(iii)
    
    in respect of the period from 1stNovember 2008 to
31 March 2009 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]pounds sterling); and(iv)
    
    in respect of the period from 1st April 2009 to
31st October 2009 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]pounds sterling); and(v)
    
    in respect of the period from 1stNovember 2009 to
31st March 2010 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]pounds sterling); and(vi)
    
    In respect of the period from 1stApril 2010 to
31st October 2010 the sum of £[INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]pounds sterling).
 (b)
    
    Royalties upon any and all Sales of Stickers in packet form within the United
Kingdom and Eire in the following percentages based on Sales in any one Season
 (i)
    
    upon the Net Sales Value of Sales of Stickers of up to a total
value of £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]pounds
sterling) a sum equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]per cent) thereof and(ii)
    
    upon the Net Sales Value of Sales of Stickers of a total value
of between £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]and
£[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent) thereof
and(iii)
    
    upon the Net Sales Value of Sales of Stickers of a total value
of more than £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]a
sum equal to [INFORMATION
 -12-




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##### 



SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per
cent) thereof
 PROVIDED THAT each of the total values referred to in this clause 6.1(b) shall for
the purposes of this clause 6.1(b) be increased for each year of this Agreement
after the first by the corresponding amount of any increase in the RPI over the
previous year and for this purpose each year shall run from 1 October to 30
September and RPI means the retail price index currently issued by the UK
Government from time to time or any successor index thereto(c)
    
    Royalties upon the Net Sales Value of the total Sales of Trading Cards in
packet form within the United Kingdom and Eire in a sum equal to [INFORMATION SUBJECT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent) thereof(d)
    
    Royalties upon the Net Sales Value of the total Sales of Stickers and/or
Trading Cards in packet form outside the United Kingdom and Eire in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent) thereof(e)
    
    Royalties upon the Net Sales Value of Sales of Stickers and/or Trading Cards in
any form other than packet form (in each case where the same is expressly permitted by
FAPL pursuant to this Agreement and including by way of example and without limitation
in tins boxes or uncut sheets)
 (i)
    
    of a total value of up to £[INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]in a sum
equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per
cent) thereof and(ii)
    
    of a total value of more than £[INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]in a sum equal to [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]per centum) in respect of any such Sales
which take place in the United Kingdom and Eire and in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent) in
respect of any such Sales which take place in any other part of the world
 (f)
    
    Royalties upon the Net Sales Value of the total Sales of Binders in a sum equal
to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent) thereof(g)
    
    Royalties upon the Net Sales Value of the total Sales of Stickers sold with Gum
in a sum equal to [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per
cent) thereof
 -13-




---



##### 



(h)
    
    Royalties upon the Net Sales Value in relation to the Sales of any Licensed
Articles pursuant to any Premium Agreement in a sum equal to [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]percent)
 6.2
    
    The Licensee shall within thirty (30) days after each Quarter Day furnish to FAPL a complete
and accurate statement showing
 (a)
    
    the volume and Net Sales Value of Sales of Licensed Articles during such
Quarter and to date broken down in such manner (including but not limited to as set out
at clause 6.2(b)) as FAPL may stipulate(b)
    
    the number title price format and territory of units sold or otherwise
distributed by or on behalf of the Licensee(c)
    
    the Licensees estimate of Net Sales Value of Sales and Royalties for the
following Quarter(d)
    
    any other information reasonably requested by FAPL or which is customary for
the Licensee to supply to licensors in the same or similar relationships as that which
the Licensee has with FAPL under this Agreement
 Following the commercial release of the first Licensed Articles each statement shall be
furnished to FAPL as aforesaid whether or not any
Licensed Articles have been Sold during such period. Upon presentation of the statement
FAPL shall issue an invoice to the Licensee who shall then arrange payment to be made
subject to clause 6.6 within fifteen (15) days of receiving such invoice. Receipt by FAPL
of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder
shall not preclude FAPL from questioning the correctness thereof at any time and in the
event that any inconsistencies in such statements or mistakes in payments are discovered
they shall immediately be rectified and the appropriate payments made to FAPL. Subject to
clause 6.6 a final payment shall be made and statement furnished within thirty (30) days
after the next Quarter Day following termination in accordance with clause 15 or the expiry
of the Term as the case may be. For the avoidance of doubt Royalties shall accrue under
this Agreement upon the earlier of the date of shipment by the Licensee or the date of
invoice by the Licensee and shall be included within the statement for the Quarter during
which such date occurredPROVIDED ALWAYS THATThe Licensee shall have the right to withhold from Royalties due to FAPL in relation to any
Quarter a reserve not to exceed 25% (twenty five per cent) of Royalties due on the
Licensees cumulative Sales made on a sale or return basis up to the end of such Quarter
which reserve shall be liquidated and adjusted by payment to FAPL of all sums owing by way
of Royalties upon Sales actually made and not returned to the Licensee such payment to be
made in accordance with this Agreement within nine (9) months following the month in which
such reserve was created and in any event no later than fifteen (15) months after the launch
date for the collection of Trading Cards or Stickers in
 -14-




---



##### 



question or by the end of March in
the year following such launch whichever date is later. All sales of Licensed Articles made
through direct mail and/or via the internet shall be deemed to have been sold on a
non-returnable basis and accordingly the Licensee shall not maintain reserves with respect
to such Sales6.3
    
    If the Licensee fails either in whole or in part to make any payment due hereunder by the due
date interest shall be charged by FAPL and compounded on each Quarter Day on the outstanding
amount at a rate of [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]per cent)
per annum above the base rate from time to time charged by Barclays Bank plc from the due date
as aforesaid until such date as payment of such amount is received in cleared funds by FAPL6.4
    
    All sums payable hereunder are exclusive of Value Added Tax which where appropriate shall be
paid by the Licensee in addition. FAPL shall deliver to the Licensee an invoice within
fourteen (14) days after receipt of funds from the Licensee6.5
    
    The Licensee acknowledges that it shall have no right to set off any debts owed to it by FAPL
against any payments due from it to FAPL hereunder nor any right to any refund recoupment or
other recovery in respect of any payments made by it to FAPL hereunder other than under the
proviso to clause 6.2 and under clause 6.76.6
    
    All sums due to FAPL pursuant to this Agreement shall be paid on presentation by FAPL of its
invoice as provided for by clause 6.2 by pre-paid electronic transfer at the Licensees
expense to an account of FAPL to be notified to the Licensee at least ten (10) clear working
days before the due date for payment so that such payment can be requisitioned by the Licensee
in time to enable the account of FAPL to receive cleared funds by the due date6.7
    
    The Licensee shall be entitled to recoup the Royalties out of sums paid by way of the Minimum
Guarantee (being the sums payable pursuant to clause 6.1(a) only) with the intention that the
Licensee shall pay Royalties exceeding the Minimum Guarantee only to the extent that such
Royalties are generated through Sales over the duration of this Agreement. The Minimum
Guarantee shall be paid to FAPL in accordance with the terms of this Agreement upon the due
dates as set out at clause 6.1(a) and thereafter the Licensee shall be entitled itself to
retain the Royalties otherwise payable to FAPL but only until such time as it shall have
recouped the entirety of the Minimum Guarantee paid and payable pursuant to this Agreement
from this source; thereafter Royalties must be paid in accordance with clauses 6.1 and 6.26.8
    
    Amounts invoiced or received by the Licensee in foreign currencies will be deemed converted
into pounds sterling at the relevant exchange rate as published by Barclays Bank plc for the
date of invoice or receipt as appropriate6.9
    
    No Royalty is payable for Safes of Stickers or Trading Cards supplied by the Licensee
pursuant to a Childrens Mail Service operated in substantially the same manner as that by
which it currently allows customers to complete their collections (details of which are set
out at Error! Reference source not found.) being a service whereby Stickers can be
 -15-




---



##### 



supplied by the Licensee upon request by mail order at a nominal price only in numbers to each collector
of not more than 15% of the total number of Stickers comprised in the Stickers and Albums for
that Season and/or of Trading Cards in the Trading Card Collection for that Season
respectively
 
 7
    
    Accounting Records and Rights of Inspection7.1
    
    The Licensee agrees to keep accurate books of account and records covering all transactions
relating to this Agreement and the Licensed Articles
(including without limitation any distribution of Licensed Articles described at clause
14.3) and FAPL shall have the right (itself or through such firm of accountants as FAPL may
choose to appoint from time to time) no more than twice in any one calendar year and on ten
(10) business days notice in writing to examine such books and records at the principal
place of business of the Licensee during the Licensees regular business hours and shall
have full access thereto for the said purpose and for the purpose of making extracts
therefrom. If such inspection reveals that the Licensee has underpaid any Royalties the
Licensee shall on demand account for such underpayment (together with interest in accordance
with clause 6.3) and if the Licensee has underpaid such Royalties by a factor of 3% (three
per cent) or more of those due under the most recent statement or under the statements for
the period covered by the audit the Licensee shall in addition reimburse the reasonable cost
of such audit and such audit shall not count as one of the two audits to which FAPL is
entitled in each calendar year7.2
    
    All books of account and records referred to in clause 7.1 shall be kept available for at
least two (2) years after expiry or earlier termination of this Agreement or any renewal
hereof and the Licensee agrees to permit inspection thereof by FAPL during such two (2) year
period in accordance with clause 7.1
 
 8
    
    Intellectual Property
 8.1
    
    FAPL and/or any of the Clubs may in its absolute discretion take such steps to obtain trade
mark registrations in respect of the Property as it may deem necessary
 8.2
    
    The Licensee agrees to include on the Albums and Binders and the packets in which the
Stickers and Trading Cards are sold and/or any Promotional Materials featuring any of the
Property
 (a)
    
    the following copyright notice © (In the F.A. Premier League logo) The F.A.
Premier League Limited [(1996)] and(b)
    
    an appropriate trade marks notice whenever the FAPL Marks the Club Logos and/or
the F.A. Marks are used
 For the purposes of this clause 8.2 an appropriate trade marks notice shall mean the symbol
TM or the symbol as notified to the Licensee by FAPL in advance of production of
the Licensed Articles. Such copyright and trade mark notices as FAPL may reasonably
stipulate shall also appear on the opening page of any Album or in such other place as the
parties may agree
 -16-




---



##### 



8.3
    
    The parties hereby agree that to the extent sponsorship has been procured for FAPL and/or any
Clubs and/or Players and/or Players Photographs and/or
which is reflected in or otherwise relates to the Players Photographs or other Property the
Licensee shall carry a discreet acknowledgement of such sponsorship and if required a logo
of such sponsor in the title pages or in such other place in any Album or as FAPL may
reasonably stipulate provided that the same is not used to promote the goods and/or services
of any Competitor8.4
    
    The Licensee acknowledges that as between FAPL and the Licensee all copyright trade marks and
any other intellectual property rights in the Property and the words Premier League and
Premiership together with any goodwill attaching thereto shall remain the sole property of
FAPL8.5
    
    As regards all copyrights in relation to and associated with the Licensed Articles (save only
in the Topps Name and Logo and/or the Property and/or any Authorised Photographs) and the
related packaging labelling promotional advertising display or other materials (including
without limitation the artwork statistics text and layout of the Licensed Articles and the
design and format of the Licensed Articles and the Promotional Materials) together with any
items text materials photographs artwork or components of such materials created or used at
any time by the Licensee pursuant to rights granted to it by FAPL at any time prior to the
date of this Agreement (all together the Materials) the Licensee hereby agrees that to the
extent it is or becomes at any time and/or by any means entitled to ownership of or other
rights in connection with such copyright (wherever in the world such copyright may now or in
future subsist) that copyright and/or those rights shall be owned jointly by the Licensee and
FAPL. The Licensee hereby agrees that it will take all steps and do all things reasonably
practicable to ensure that any and all copyright in the Materials becomes vested in the
Licensee and thus jointly in the Licensee and FAPL in accordance with this clause 8.5 and
shall do all things and execute all documents reasonably necessary to perfect such grant of
joint copyright to FAPL upon FAPLs request. FAPL in return hereby grants back to the
Licensee a licence thereof necessary for the Licensee to discharge its obligations or to enjoy
the rights expressly granted to it pursuant to this Agreement. For the avoidance of doubt
 (a)
    
    nothing herein shall prevent the Licensee using any underlying works or
concepts in relation to any products outside the scope of this Agreement
notwithstanding that those works or concepts have been developed in relation to the
Materials provided that use of such works does not result in reproduction (wholly or
substantially) of any Licensed Articles and/or any Materials(b)
    
    Neither the Licensee nor FAPL shall use any of the artwork designs Authorised
Photographs Approved Text or other component part of the Licensed Articles and/or any
part or parts of the Promotional Materials
and/or the Materials for so long as any relevant copyright subsists therein without
the written consent of the other
 8.6
    
    FAPL hereby agrees that it will use reasonable endeavours to procure the waiver (to such
extent only that the same is necessary to enable the Licensee to discharge its obligations
 -17-




---



##### 



or to enjoy the rights expressly granted to it pursuant to this Agreement) by all appropriate
persons of any and all moral rights (as defined at Chapter IV of Part I of Copyright Designs
and Patents Act 1988 or equivalent provisions under the laws of any other jurisdiction) in any
Players Photographs and in any Property. The Licensee agrees that it will use reasonable
endeavours to procure the waiver (to such extent only that the same is necessary to enable
FAPL to discharge its obligations or to enjoy the rights expressly granted to it pursuant to
this Agreement) by all appropriate persons of any and all moral rights in any Materials (other
than the Players Photographs or any Property)
 8.7
    
    As between the Licensee and FAPL the Property and any and all trademarks copyrights and other
proprietary rights in and to the Property are exclusively owned reserved and/or controlled by
FAPL and any and all intellectual property rights or other rights in the same which may at any
time accrue to the Licensee shall inure to the benefit of and are hereby assigned together
with the goodwill attached thereto to FAPL
 8.8
    
    FAPL shall have the right to terminate this Agreement in the event that the Licensee asserts
any rights in or to the Property other than as set forth herein. Nothing contained in this
Agreement nor the use by the Licensee of the Property will give the Licensee any ownership
interest in any such trademark logo copyright or trade name of FAPL. The Licensee shall not
by virtue of this Agreement obtain or claim any right title or interest in or to the Property
except the rights of use as are specifically set forth herein
 8.9
    
    Without prejudice to the other provisions of this Agreement the Licensee undertakes to
develop manufacture package store and distribute the Licensed Articles in accordance with
standards and specifications of quality no less than those which the Licensee applies in its
business in collectable stickers and trading card products immediately prior to the date of
release of such Licensed Articles. FAPL shall have the right no more than twice in any one
calendar year and upon reasonable notice in writing to inspect the premises or factories of
the Licensee or any Person granted the right to manufacture produce or store the Licensed
Articles where the Licensed Articles are manufactured or stored for the purpose of satisfying
itself that the Licensed Articles are being manufactured and stored in accordance with the
terms of this Agreement
 8.10
    
    The Licensee shall use reasonable endeavours to ensure that all Licensed Articles sold
offered for sale distributed or delivered under this Agreement are accompanied by appropriate
explanations notes and/or instructions (including in languages other than English if the sale
offer for sale distribution or delivery is to take place in countries where English is not the
first language for such instructions) and warnings and precautions (including health warnings
if any) concerning use of the Licensed Articles and/or in respect of any Gum or other products
included in the packets in which the same are sold
 8.11
    
    The Licensee shall provide or procure the provision of to the same extent as it does for its
other collectable stickers and cards products appropriate technical information and customer
support for the Licensed Articles (including but not limited to support for customers in
completing their collections of such nature as FAPL and the Licensee may from time to time
agree) and appropriate warranties for the Licensed Articles for consumers
 -18-




---



##### 



8.12
    
    The Licensee shall ensure the following notice appears on the Albums and Binders and the
packets in which the Stickers and Trading Cards are sold Unauthorised reproduction of any
part of this product is prohibited or some such other similar notice as utilised by the
Licensee for other products
 8.13
    
    The Licensee shall if so reasonably requested by FAPL from time to time provide FAPL with
details of its efforts adequately to secure the Licensed Articles against unauthorised use
copying and access
 
 9
    
    Indemnity and Limitation of Liability
 9.1
    
    The Licensee hereby agrees fully and effectively to indemnify and to keep indemnified FAPL
against and hold it harmless from all claims actions loss or liability direct indirect and
consequential losses of whatever nature (including but not limited to reasonable legal fees
but excluding pure economic loss) arising out of
 (a)
    
    any alleged unauthorised use of any patent process copyright and/or trade marks
(including but not limited to the Property) idea method or device used by the Licensee
in connection with the Licensed Articles and/or the Promotional Materials and/or the
Materials save where such use is pursuant to FAPLs authorisation(b)
    
    any use of and/or alleged defects in the Licensed Articles including any third
party Product supplied pursuant to a Premium Agreement and/or the Promotional Materials
or out of instructions for use of the Licensed Articles (including any Gum or other
products included the packets in which Licensed Articles are sold) or lack of the same
(including without limitation all public and product liability)
 9.2
    
    If any claim or threat of action (including without limitation any originating process in any
proceedings arbitration or other process (Proceedings)) in respect of which FAPL seeks
indemnity pursuant to clause 9.1 is received by or comes to the notice of FAPL FAPL shall as
soon as practicable give or procure to be given to the Licensee written notice of the same and
shall make no comment or admission to any third party in respect thereof. Such notice shall
be accompanied by a copy of the relevant document(s)
 9.3
    
    Save to the extent that the Proceedings relate to the Property in any way (in which event
FAPL shall have sole discretion as to what action if any is to be taken subject only to the
provisions of clause 12)
 (a)
    
    FAPL shall allow the Licensee to have conduct on its behalf of any litigation
or settlement negotiations in relation to any Proceedings in respect of which FAPL
seeks indemnity pursuant to clause 9.1 and(b)
    
    if so requested in writing by the Licensee FAPL shall take such action as the
Licensee may reasonably request (with the Licensee to reimburse FAPLs reasonable
expenses in so doing) to avoid dispute resist appeal compromise or defend such
Proceedings
 -19-




---



##### 



9.4
    
    This clause and clauses 9.5 to 9.9 inclusive set out the Licensees entire liability
(including any liability for the acts and omissions of its employees agents and
sub-contractors) to FAPL in respect of
 (a)
    
    any breach of its contractual obligations arising under this Agreement and(b)
    
    any representation or tortious act or omission including without limitation for
negligence arising under or in connection with this Agreement
 save only in respect of those matters expressly stated in this clause 9 of this Agreement to
give rise to an obligation set out therein of the Licensee to indemnify FAPL9.5
    
    Any act or omission on the part of the Licensee or its employees agents or sub-contractors
falling within clause 9.4 above shall for the purpose of this clause 9 be known as an Event
of Licensees Default9.6
    
    The Licensees liability to FAPL for death or injury resulting from its own negligence or
that of its employees agents or sub-contractors shall not be limited9.7
    
    Save as set out at clause 9.1 and subject to the provisions of clause 9.6 and 9.8 the
Licensees entire aggregate liability howsoever arising and of
whatever nature in respect of any and all Events of Licensees Default of whatever nature
and howsoever arising shall be limited to the payments it is obliged to make to FAPL
pursuant to clause 6.1 (should it fail to pay the same) and over and above such payments the
additional sum of £[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]pounds
sterling)9.8
    
    Without prejudice to clause 9.1 the Licensee shall not (to the extent permitted by law) be
liable to FAPL in respect of any Event of Licensees Default for loss of profits goodwill or
any type of special indirect or consequential loss or damage (including loss or damage
suffered by FAPL as a result of an action brought by a third party) save to the extent that
such loss was reasonably foreseeable or the Licensee had been advised of the possibility of
FAPL incurring the same9.9
    
    This clause and clauses 9.10 to 9.13 inclusive set out FAPLs entire liability (including any
liability for the acts and omissions of its employees agents and sub-contractors) to the
Licensee in respect of
 (a)
    
    any breach of its contractual obligations arising under this Agreement and(b)
    
    any representation or tortious act or omission including without limitation for
negligence arising under or in connection with this Agreement save only in respect of
those matters expressly stated herein or in any subsequent agreement in writing to give
rise to an obligation set out therein of FAPL to indemnify the Licensee
 -20-




---



##### 



9.10
    
    Any act or omission on the part of FAPL or its employees agents or sub-contractors falling
within clause 9.9 above shall for the purpose of this clause 9 be known as an Event of FAPLs
Default9.11
    
    FAPLs liability to the Licensee for death or injury resulting from its own negligence or
that of its employees agents or sub-contractors shall not be limited9.12
    
    Subject to the provisions of clause 9.11 and L13 FAPLs entire aggregate liability howsoever
arising and of whatever nature in respect of any and all Events of FAPLs Default of whatever
nature and howsoever arising shall be limited to the aggregate amount of the Minimum Guarantee
payable pursuant to clause 6.1(a) which FAPL has actually received from the Licensee as at the
date of any such liability to pay being agreed or determined by a court of competent
jurisdiction9.13
    
    FAPL shall not (to the extent permitted by law) be liable to the Licensee in respect of any
Event of FAPLs Default for toss of profits goodwill or any type
of special indirect or consequential loss or damage (including loss or damage suffered by
the Licensee as a result of an action brought by a third party) save to the extent that
such loss was reasonably foreseeable or FAPL had been advised of the possibility of the
Licensee incurring the same
 
 10
    
    Licensees Warranties and Undertakings10.1
    
    The Licensee hereby warrants and undertakes to FAPL that it shall
 (a)
    
    not adopt or use any other marks drawings symbols emblems logos designations or
names confusingly similar to the Property or the F.A. Marks(b)
    
    not during the Term do or suffer to be done any act or thing which will in any
way alter harm misuse or bring into disrepute impair or adversely affect the Property
or the rights and interests of FAPL and/or the Clubs and/or the F.A. and/or the Players
therein nor use the Property in any manner likely to cause harm to the goodwill
attached thereto or to the F.A. Marks(c)
    
    not during the Term exercise the rights granted under this Agreement nor use
the Property in any manner which in the reasonable opinion of FAPL is prejudicial to
the image of FAPL the F.A. the Clubs the Players or the good name of football in
general(d)
    
    not without the prior written consent of FAPL engage in any joint exploitation
of or otherwise enter into any joint marketing or promotion in relation to the rights
granted hereunder with any third party whatsoever or otherwise associate any Licensed
Articles or the Property with any third partys products or services
(including but not limited to by featuring within any Licensed Article any advertising
or message on a representation of a perimeter board at a Stadium or otherwise save by
the representation of the Clubs sponsors as stipulated by FAPL as part of the
Authorised Photographs) PROVIDED THAT this sub-clause shall in no way restrict Sale or
promotion in marketing materials used by the Licensee
 -21-




---



##### 



generally of the Licensed Articles together with other products of the Licensee AND FURTHER THAT the proposed
promotional and marketing arrangements set out at Error! Reference source not found.
shall be deemed to have the prior written consent of FAPL subject to FAPLs rights of
approval in all respects as set out in clause 3 of this Agreement. The Licensee shall
disclose fully and fairly to FAPL all material terms of any offer or proposal made in
connection with any joint exploitation or marketing or promotion in relation to the
rights granted hereunder with any third party whether proposed by Licensee
or received by it (including but not limited to all financial terms and/or
consideration provisions) prior to seeking any such consent of FAPL(e)
    
    not do or omit to do any thing which might undermine the validity of the FAPL
Marks the Club Logos and/or the F.A. Marks as registered trade marks(f)
    
    not make any representation or give any warranty on behalf of FAPL nor create
any expense chargeable to FAPL or otherwise pledge the credit of FAPL(g)
    
    if so requested by FAPL
 (i)
    
    enter into an undertaking on terms reasonably satisfactory to
FAPL that it will comply with such terms and conditions regarding the use of
the Property and the F.A. Marks as may reasonably be required by FAPL(ii)
    
    execute and deliver at FAPLs expense a registered user
agreement in relation to the use of the F.A. Marks and/or the FAPL Marks and/or
the Club Logos in a form satisfactory to FAPL if such agreement is in FAPLs
reasonable opinion necessary or desirable to protect the F.A,s position in
relation to the F.A. Marks or FAPLs position in relation to the FAPL Marks or
the Clubs position in relation to the Club Logos(iii)
    
    supply to FAPL the date of first release of the Licensed
Articles in each country in the Territory
 (h)
    
    not hold itself out as a supplier to FAPL or otherwise associate itself with
FAPL except strictly in accordance with and subject to the terms of this Agreement(i)
    
    procure that the Licensed Articles (including any Gum or other products
included in the packets which are sold) comply with high industry safety standards
applicable in the Territory to the manufacture distribution and/or sale of goods of the
nature of the Licensed Articles (notwithstanding that compliance with any such standard
or code may not be compulsory by law) and that the Promotional Materials comply with
all applicable advertising codes in the Territory(j)
    
    use its reasonable endeavours at all times before and during the Term to
safeguard the security of all stacks of the Licensed Articles under its possession or
control or in the possession or control of its manufacturers and to ensure that no such
stocks are distributed to any
third party otherwise than in accordance with the terms of this Agreement
 -22-




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##### 



(k)
    
    feature in each of the Stickers and Albums and the Trading Card Collection in
respect of each Season all of the Clubs (and not only some of the Clubs) which are
members of FAPL at the start of the Season in respect of which the said Licensed
Articles are released and all on the same basis and to the same extent in accordance
with the terms of this Agreement(l)
    
    throughout the Term produce advertise market promote and offer for sale the
complete range of Licensed Articles throughout the United Kingdom and Eire and shall
use its discretion as to how and the extent to which it markets Licensed Articles
elsewhere in the Territory making where appropriate translated and/or alternate
versions for territories whose English is not the first or main language spoken.
Without prejudice to the foregoing the Licensee shall use reasonable endeavours
consistent with the Licensees business judgment and normal practices to maximise the
Sales of and revenue from the Licensed Articles so as at least to exceed in its payment
of Royalties the Minimum Guarantee (including but not limited to the manufacture
maintenance and supply of sufficient stocks of Licensed Articles to meet demand) and
shall give priority to developing the following territories as markets [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]PROVIDED THAT the Licensee shall not
be obliged to market or sell Licensed Products in any of the said territories or in any
other territory outside the United Kingdom and Eire unless FAPL has provided to it an
indemnity without limit in terms of amount against the consequences of any alleged
invalidity of the Property or alleged infringement of any third party rights by its use
of the Property in a manner consistent with this Agreement within the relevant
territory. Nothing in this clause shall have the effect of obliging FAPL to provide
any such indemnity(m)
    
    effect and maintain adequate insurance (including for product liability and
errors and omissions) to remain in place for at least twelve (12) months after the last
distribution or sale of Licensed Articles under this Agreement with FAPL named as an
additional insured thereon and not as a named insured and provide evidence of the
policy and of the cover note to FAPL upon request in writing(n)
    
    obtain all necessary third party consents and/or licences (including any
copyright licences) required in connection with the Licensed Articles (including any
Gum or other products included the packets in which
are sold) (including in connection with the development manufacture sale
distribution promotion or delivery thereof)(o)
    
    ensure that nothing in the Licensed Articles (and where applicable nothing in
any Gum or other products included the packets in which are sold) and/or the
Promotional Materials and/or the Materials shall be
 (i)
    
    illegal in any part of the world in which the same are or are
to be used or(ii)
    
    in breach of any applicable generally accepted industry
standards in any part of the world in which the same are or are to be used or
 -23-




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##### 



(iii)
    
    obscene or(iv)
    
    blasphemous and/or insulting to any religion or system of
belief or(v)
    
    defamatory of any person or(vi)
    
    likely to bring FAPL and/or any Club or any subsidiary or
holding company of any Club or any subsidiary of any holding company of any
Club (in each case as defined by s736 of the Companies Act 1985 as amended)
and/or any officer employee or director of FAPL and/or of any such company into
disrepute or(vii)
    
    likely to bring FAPL and/or FIFA UEFA the Football League
Limited the F.A. and/or any other governing body of football and/or the game of
football into disrepute(viii)
    
    of a nature which infringes the copyright trade marks patents designs
registered design rights rights in respect of databases rights in respect of
passing off moral rights or other intellectual property rights of any nature of
any person anywhere in the world
 
 11
    
    FAPLs Warranties
 11.1
    
    FAPL hereby undertakes and warrants to the Licensee that
 (a)
    
    it is fully entitled to enter into this Agreement and to grant the rights
granted hereunder to the Licensee(b)
    
    it is or will procure that it becomes the sole owner or controller or valid
licensee (to the extent necessary to grant the rights granted
hereunder) of the Property and the Players Photographs and in particular but
without limitation to the foregoing has been licensed by the Clubs to sub-license to
the Licensee such rights in the Club Designs as may be owned or controlled by the
Clubs(c)
    
    it is and will remain entitled to procure (in accordance with its rules from
time to time) compliance by the Clubs and the Players with the commitments made on
their behalf in this Agreement particularly (but without limitation) in relation to the
provisions on exclusivity set out in clause 4 and shall use best endeavours (short of
litigation) to procure such compliance promptly upon being so requested by the
Licensee. For the avoidance of doubt it is hereby agreed that failure by FAPL to
secure such compliance and in particular compliance with clause 4 shall be a breach of
its obligations under this Agreement(d)
    
    the exercise by the Licensee of the rights granted to it pursuant to this
Agreement as provided in this Agreement will not infringe the rights of any third party(e)
    
    the terms of this Agreement shall apply mutatis mutandis in respect of Clubs
promoted to the Premiership from time to time during Seasons after the
 -24-




---



##### 



2007/2008 season
(or relevant part thereof if less than a complete Season prior to expiry or termination
of this Agreement)
 11.2
    
    For the avoidance of doubt FAPL gives no warranty that FAPL the Clubs or the Licensee shall
have any entitlement to use in any way the images and/or the name fame likeness or other
attributes of any Player save only as expressly set out in this Agreement and the Licensee
shall make no use of the same save as expressly authorised by FAPL either in this Agreement or
as otherwise authorized in writing
 
 12
    
    Infringement
 12.1
    
    In the event that any third party infringes or attempts to infringe any rights acquired by
the Licensee hereunder during the Term the Licensee shall inform FAPL of such infringement or
attempted infringement as soon as the relevant facts are known to it. If FAPL decides (in its
absolute discretion) that proceedings shall be commenced the Licensee shall at the request of
FAPL and at the Licensees own expense give full co-operation and provide all information and
assistance to FAPL as FAPL may reasonably consider necessary. If FAPL decides not to commence
proceedings the Licensee shall not have any right to do so in its own name or otherwise
whether pursuant to sections 30 or 31 of the Trade Marks Act 1994 or otherwise. FAPL shall
bear the costs of any such proceedings (save only the Licensees costs of assistance therewith
as set out above) and shall be entitled to retain any recovery
therefrom to cover such costs any balance being divided between the parties in accordance
with the Royalty percentages as set out in this Agreement12.2
    
    If at any time during the Term the Licensee becomes aware that any other Person alleges that
the use of the Property infringes any rights of another party the Licensee shall immediately
give to FAPL full particulars in writing thereof and shall make no comment or admission to any
third party in respect thereof. FAPL will in consultation with the Licensee take such steps
as it considers reasonably necessary to defend any such allegation but shall not be obliged to
take any steps if it decides in its absolute discretion not to do so12.3
    
    In the event that any third party infringes or attempts to infringe any rights of the
Licensee in connection with the Licensed Products (not being rights acquired by the Licensee
hereunder and/or the Materials) during the Term FAPL shall inform the Licensee of such
infringement or attempted infringement as soon as the relevant facts are known to it, If the
Licensee decides that proceedings shall be commenced FAPL shall at the request of the Licensee
give full co-operation and provide all information and assistance to the Licensee as the
Licensee may reasonably consider necessary. The Licensee shall bear the costs of any such
proceedings (including FAPLs reasonable costs of assistance therewith as set out above) and
shall be entitled to retain any recovery therefrom12.4
    
    If at any time during the Term FAPL becomes aware that any other Person alleges that the use
of the Topps Name and Logo in the Licensed Articles infringes any rights of another party FAPL
shall immediately give to the Licensee full particulars in writing
 -25-




---



##### 



thereof and shall make no
comment or admission to any third party in respect thereof. The Licensee will in consultation
with FAPL take such steps as it considers reasonably necessary to defend any such allegation
but shall not be obliged to take any steps if it decides in its absolute discretion not to do
so12.5
    
    In the event that any third party infringes or attempts to infringe any rights in or in
connection with the Materials which are the subject matter of joint copyright hereunder during
the Term or at any time thereafter until the expiry of all relevant copyrights any party which
becomes aware of the same shall inform the other of such infringement or attempted
infringement as soon as the relevant facts are known to it. If either party (the first
party) decides (in its absolute discretion) that proceedings shall be commenced it shall
notify the other (the second party) in writing of that decision and the second party (in the
event that it does not agree terms with the first party to participate as joint claimant in
the said proceedings) shall at the request of the first party give full co-operation and
provide all information and assistance to the first party as the first party may reasonably
consider
necessary. The first party shall bear the costs of any such proceedings (including the
second partys reasonable costs of assistance therewith as set out above) and shall be
entitled to retain any recovery therefrom12.6
    
    If at any time during the Term or at any time thereafter until the expiry of all relevant
copyrights either party becomes aware that any other Person alleges that the use of the
Materials which are the subject of joint copyright hereunder infringes any rights of another
party that party shall immediately give to the other full particulars in writing thereof and
shall make no comment or admission to any third party in respect thereof. The parties will in
consultation with each other take such steps as they consider reasonably necessary to defend
any such allegation and in the event of any dispute between the parties as to any action to be
taken neither party shall make any admission or compromise any proceedings arising therefrom
or fail to take any step to defend any such allegation and/or proceedings arising therefrom
without first giving written notice to the other party of their intention to do so such notice
to be given in sufficient time to give the notified party the opportunity to take such action
as it may reasonably consider appropriate to restrain such admission compromise or failure to
act. For the avoidance of doubt the contents of this clause shall be without prejudice to the
Licensees indemnity given to FAPL pursuant to clause 9.1 and any indemnity given by FAPL
pursuant to clause 10.1(1)
 
 13
    
    Confidentiality
  -26-




---



##### 



14
    
    Distribution and Promotion of Licensed Articles
 14.1
    
    The Licensee and its distributors shall only sell the Licensed Articles either to bona fide
independent wholesalers or retailers for resale or by the Licensees own distribution directly
to the public (including without limitation by such methods as mail order or for distribution
of physical product only via the internet) in all cases in the course of normal trading and in
particular (but not by way of limitation) shall not within England sell or distribute the
Licensed Articles to hawkers peddlers street vendors or to any Person (other than commercial
partners of the Licensee with the prior written consent of FAPL not to be unreasonably
withheld) intending to use them for publicity purposes whether as gifts or otherwise. Should
the Licensee wish to undertake distribution or sale of the Licensed Articles by any method or
means not hereby authorised (including but not limited to sale in forms or formats other than
in packets as referred to at clause 6.1(e)) the Licensee shall notify FAPL in writing
accordingly and shall furnish FAPL with particulars of the Licensees proposals concerning
such distribution or sale to which FAPL shall not withhold its consent unreasonably. For the
avoidance of doubt nothing in this clause shall override FAPLs discretion to withhold consent
to Licensed Articles or Promotional Materials pursuant to clause 314.2
    
    The Licensee shall provide to FAPL free of charge twenty-five (25) complimentary copies of
complete versions of each of the Stickers and Albums and the Trading Card Collection in
respect of each Season within fourteen (14) days of the first commercial distribution of such
Licensed Article. FAPL shall have the right to buy further copies of each such Licensed
Article from the Licensee at cost price for itself and for the Clubs provided that the Clubs
shall not offer or permit or do anything which might allow others to offer such Licensed
Articles for re-sale. For the avoidance of doubt (a) such Licensed Articles may be offered at
charity auctions run by the Clubs and (b) Royalties will not be payable by the Licensee on
such Sales to the Clubs which shall be generally disregarded for the purposes of clause 614.3
    
    [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]14.4
    
    Prior to launching the Licensed Articles for any Season (and at the Licensees or FAPLs
reasonable request at any time thereafter) the Licensee and FAPL shall discuss the Licensees
proposed marketing plan for the Licensed Articles for the Season in question and shall discuss
how FAPLs own activities can be coordinated with such marketing plan to best support the sale
of Licensed Articles
 -27-




---



##### 



15
    
    Duration and Termination
 15.1
    
    This Agreement shall commence subject to the terms of clause 15.5 upon 1 June 2007 and shall
continue for a period of three (3) calendar years until the third anniversary thereof unless
it is earlier terminated in accordance with this clause 15
 15.2
    
    Either party may terminate this Agreement without prejudice to its other remedies forthwith
by notice in writing to the other to take effect on the date specified in the notice on or
after the occurrence of any of the following events
 (a)
    
    if the other is in material breach of this Agreement provided that if the
breach is capable of remedy the notice shall only be given if the party in breach shall
not have remedied the same within fifteen (15) days of receipt of notice in writing
specifying the breach and requiring it to be remedied(b)
    
    if the other party takes any steps (including but not limited to convening any
meeting of creditors) with a view to proposing or proposes or makes or enters into any
arrangement or composition with or for the benefit of its creditors (including any
voluntary arrangement as defined in the Insolvency Act) or negotiations or proceedings
are commenced with a view to the general readjustment or re-scheduling of all or any
part of the liabilities of such other(c)
    
    if a supervisor receiver administrator administrative receiver or other
encumbrancer takes any step with a view to taking possession of or is appointed over or
any person takes any step to levy enforce upon or sue on or any distress execution or
other process is levied or enforced (and is not discharged within seven days) upon the
whole or any substantial part of the assets of the other(d)
    
    if the other ceases or threatens to cease to carry on business or is or becomes
unable to pay or suspends or threatens to suspend making payments of its debts within
the meaning of Section 123 of the Insolvency Act(e)
    
    if a petition is presented or a meeting is convened for the purpose of
considering a resolution or other steps are taken for the making of an administration
order against the other and/or the winding-up bankruptcy or dissolution of the other
 15.3
    
    FAPL may terminate this Agreement without prejudice to its other remedies forthwith by notice
in writing to the Licensee to take effect on the date specified in the notice
 (a)
    
    if the Licensee is in material breach of clause 6.1 or 6.2 provided that if the
breach is capable of remedy the notice shall only be given if the Licensee shall not
have remedied the same within (notwithstanding clause 15.2) seven (7) days of receipt
of notice in writing specifying the breach and requiring it to be remedied(b)
    
    if the Licensee fails to effect or maintain in place adequate insurance in
accordance with clause 10.1(m) provided that the termination notice shall only be given
if the Licensee has not remedied the same within seven (7) days of receipt of a notice
specifying the breach and requiring it to be remedied
 -28-




---



##### 



(c)
    
    in the event of any change of ownership or control over more than 50% (fifty
per centum) of the shares of the Licensee save where this is for purposes of corporate
re-organization within the Licensees group of companies(d)
    
    in the circumstances set out at clause 8.8
 15.4
    
    Where FAPL is entitled to terminate for breach of any provision of this Agreement which
requires FAPL to give its approval to the Licensee or obliges the Licensee to comply with the
discretionary requirements of FAPL it shall not terminate unless (a) the Licensee has failed
within a reasonable time to take reasonable steps to remedy the breach and/or (b) the Licensee
can be shown to have wilfully disregarded requirements of FAPL already known to it (including
without limitation where FAPL has given express written notice on a previous occasion making
it clear that such actions are contrary to its requirements)15.5
    
    In the event that the agreement between FAPL and the Licensee of 30 September 2003 (the
Prior Agreement) is terminated for any reason by either party or otherwise comes to an end
for any reason prior to its expiry by effluxion of time FAPL may by notice in writing served
upon the Licensee at any time following the termination of the Prior Agreement and before the
commencement of the Term terminate this Agreement with immediate effect notwithstanding that
the Term of the same has not yet commenced and upon service by FAPL of such notice in such
circumstances this Agreement shall have no effect whatsoever between FAPL and the Licensee
 
 16
    
    Effect of Expiry or Termination
 16.1
    
    On expiry of the Term of this Agreement or on termination of this Agreement by the Licensee
in accordance with clause 15.2 the Licensee shall (subject as hereinafter provided) have the
right on an non-exclusive basis to distribute or cause to be distributed and/or sell the
balance of any Licensed Articles already manufactured or in the process of manufacture at the
time of such
expiry or termination for a period of [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]from the date of such expiry or termination. On expiry of such period the
Licensee shall (as FAPL may at its discretion direct) either immediately destroy or procure
the destruction of the balance of Licensed Articles and Promotional Material then remaining
in stock and furnish to FAPL a certificate in a form acceptable to FAPL evidencing such
destruction or return the same to FAPL without charge to FAPL and in accordance with FAPLs
reasonable instructions. For the avoidance of doubt the Licensee shall continue to comply
with the provisions of clause 6.1 and 6.2 during any such sell-off period. The right
granted to the Licensee pursuant to this clause 16.1 shall not apply in the event that this
Agreement is terminated by FAPL prior to expiry of the Term
 16.2
    
    To the extent that the Licensee is not able to dispose within the said sell-off period
referred to at clause 16.1 or  ̈ of any stocks of Licensed Articles and/or Promotional
Material then held or forthwith upon termination of this Agreement by FAPL in accordance with
clause 15.2 or 15.3 the Licensee shall not be entitled thereafter to dispose of any stocks of
Licensed Articles and/or Promotional Materials then held and FAPL shall have the immediate
right to
 -29-




---



##### 



(a)
    
    take possession of such stocks and sell or distribute the same in whatever
manner it sees fit PROVIDED THAT it shall account to the Licensee for any amounts
recovered by it through such sale or distribution in excess of (i) the amounts that
would otherwise have been payable to FAPL by the Licensee under this Agreement had such
stocks been sold by the Licensee and (ii) FAPLs reasonable expenses incurred in its
sale or distribution of such stocks or(b)
    
    require the Licensee by notice in writing forthwith either to destroy or
procure the destruction of the balance of such Licensed Articles and/or Promotional
Material then remaining in stock or in the process of manufacture and furnish to FAPL a
certificate in a form acceptable to FAPL evidencing such destruction or to return the
same to FAPL without charge and in accordance with FAPLs reasonable instructions
 16.3
    
    For the avoidance of doubt the provisions set out in clauses 1 (Definitions) 6
(Consideration) 7.2 (Accounting Records and Rights of Inspection) 8.5 (Intellectual Property)
9 (Indemnity and Limitation of Liability) to 11 (FAPLs Warranties) 12 (Infringement) 13
(Confidentiality) 15 (Duration and Termination) and 16 (Effect of Expiry or Termination) 17
(Assignment and Sub-Licensing) 20 (Illegality) 21 (Entire Agreement) 22 (Waivers Remedies
Cumulative Amendments etc) 23 (Costs) 24 (Notices) 25 (Governing Law) of this Agreement shall
survive expiry of the Term or earlier termination hereof
 16.4
    
    On termination of this Agreement by FAPL all Royalties accrued and not paid by such date
shall become immediately due and payable to FAPL and FAPL shall not be obliged to reimburse
the Licensee for any Royalties already paid by the Licensee
 16.5
    
    On termination of this Agreement the Licensee shall (and shall procure that persons acting
under its control and/or any of its sub-licensees hereunder shall) as soon as practicable
cancel to the extent required so to do in order to comply with the Licensees obligations
under this clause 16 all orders placed with or by third parties for or in connection with the
Licensed Articles and shall execute all such documents and do all such acts as may be required
by FAPL or any third part for the purpose of cancelling any registration of the Licensee as a
Registered User or licensee of the Property the FAPL Marks and/or the Club Logos (or any part
thereof) and in the event that the Licensee fails to execute any such document or do such act
within seven (7) days of any request in writing from FAPL the Licensee hereby irrevocably
appoints and authorises FAPL to execute or do the same on the Licensees behalf as its agent
 
 17
    
    Assignment and Sub-Licensing
  -30-




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##### 



18
    
    Address for Payment
  
 19
    
    No Partnership
  
 20
    
    Illegality
  
 21
    
    Entire Agreement
  
 22
    
    Waivers Remedies Cumulative Amendments etc
 22.1
    
    No failure or delay by either party in exercising any right power or privilege under this
Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either
party of any right power or privilege preclude any further exercise thereof or the exercise of
any other right power or privilege
 22.2
    
    The rights and remedies herein provided are cumulative and not exclusive of any rights and
remedies provided by law
 -31-




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##### 



22.3
    
    No provision of this Agreement may be amended modified waived discharged or terminated
otherwise than by the express written agreement of the parties hereto nor may any breach of
any provision of this Agreement be waived or discharged except with the express written
consent of the party not in breach
 
 23
    
    Costs
  
 24
    
    Notices
 24.1
    
    Any notice or demand to be given under this Agreement shall be duly given if
 (a)
    
    delivered personally or(b)
    
    mailed by first class pre-paid mail to the address stated in this Agreement of
the party to be served which notices shall be deemed to have arrived in due course of
post or(c)
    
    sent by facsimile to the addressees number notified to the sender by the
addressee or recorded in any official index of facsimile numbers which notices shall be
deemed to have arrived on the date of transmission if transmitted not later than one
hour before close of business at the addressee on a business day or otherwise on the
next business day provided the sender receives confirmation of successful transmission
 
 25
    
    Governing Law
  IN WITNESS
 -32-




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##### 



Schedule 1
 Promotional and Marketing Arrangements deemed approved pursuant to clause 10.1(d)
 1
    
    Free gift promotion and sampling in all types of magazines2
    
    National newspaper redemption/sampling promotion in any national newspapers3
    
    Swop Shops promotional tour4
    
    Point of sale material including but not limited to window bills posters shelf talkers floor
display and counter display units5
    
    Merlin Collectors Club to encourage loyalty to Premier League collection6
    
    Regional newspaper and radio station promotions7
    
    TV advertising campaigns8
    
    Merlin Collectors awards9
    
    Trade value promotion with stock and repeat order incentives10
    
    All types of sampling to consumers, retailers or wholesalers
 -33-




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##### 



Schedule 2
 FAPL Logo
 -34-




---



##### 



Schedule 3
 The Topps Name and Logo
 
 -35-




---



##### 



Schedule 4
 Promotional Materials for Launch
  1
    
    Floor Display Unit2
    
    Counter Display Unit3
    
    Window Poster4
    
    Window Vinyl5
    
    Door Sticker6
    
    Floor Sticker7
    
    Hanging Mobile8
    
    Shelf Talker9
    
    Dump Bin10
    
    Shelf Wobbler/talker
 -36-




---



##### 



Schedule 5
 Description of Childrens Mail Service [Clause 6.9]
 (page extracted from Topps Album)
 -37-




---



##### 



Signed byduly authorised for and on behalf of
    
    
    )
    
    
    /s/ Richard ScudamoreThe Football Association Premier League
    
    
    )Limited
    
    
    )
    
    
    Richard ScudamoreSigned by
    
    
    )
    
    
    /s/ C.J.N. Romanduly authorised for and on behalf of
    
    
    )Topps Europe Limited
    
    
    )
    
    
    C.J.N. Roman
 -38-