EX-10.9



 





EXHIBIT
10.9




LICENSE AGREEMENT




Between




MUHAMMAD ALI ENTERPRISES LLC




and




FX LUXURY REALTY LLC




Dated as of June 1, 2007














 





          This License Agreement is made and effective as of June 1, 2007 (the “Effective
Date”), by and between MUHAMMAD ALI ENTERPRISES LLC., a California limited liability company,
having its principal office at 8105 Kephart Lane, Berrien Springs, Michigan 49103
(“Licensor”), and FX LUXURY REALTY LLC, a Delaware limited liability company, having its
principal office at 650 Madison Avenue, New York, New York, 10022 (“Licensee”) (each, a
“party” and collectively, the “parties”), with reference to the following recitals:




RECITALS




          WHEREAS, Licensor and its Affiliates (as defined below) own or have the right to grant
licenses to (i) certain rights in and to the name, image and likeness of Muhammad Ali, (ii) certain
trademarks related to Muhammad Ali, and (iii) other intellectual property related to Muhammad Ali;
and




          WHEREAS, in accordance with the terms and conditions of this Agreement, Licensee desires to
license from Licensor, and Licensor desires to license to Licensee, rights to use the foregoing in
connection with the design, construction, operation, and promotion of real estate properties and
for other purposes set forth herein.




          NOW, THEREFORE, for the consideration set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:




Article 1

DEFINITIONS




          Section 1.01 For all purposes hereof:



An “Affiliate” of a party is a Person which Controls, is Controlled by, or is under common
Control with, such party, but only for so long as such Control continues.



“Agreement” means this License Agreement, including all Exhibits hereto, as may be amended
from time to time.



“Artifact” means memorabilia associated with the life, career and celebrity of Muhammad Ali
(i) that are owned by Licensor or its Affiliates, or (ii) that Licensor or its Affiliates have the
right to exhibit and loan on a temporary basis, in each case, including items from Muhammad Ali’s
boxing bouts, clothing, jewelry, documents, writings, journals, books, photographs, and other
personal effects.



“Audiovisual Rights” means rights, if any, that Muhammad Ali may have in and to certain
audiovisual performances of Muhammad Ali’s boxing bouts, including “clip rights’ in and to such
boxing bouts.





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“Control” (including “Controlled”) means (i) in respect of a corporation or
company, (A) the ownership, directly or indirectly through other Controlled entities, of shares,
units or other interests of such corporation or company carrying more than fifty percent (50%) of
the voting
rights ordinarily exercisable at meetings of shareholders or members of such corporation or
company, or (B) the right to direct and manage the affairs of any such corporation or company and
(ii) in respect of a partnership, joint venture or other entity, (A) the ownership, directly or
indirectly through other Controlled entities, of more than fifty percent (50%) of the ownership
interests of such partnership, joint venture or other entity, or (B) the right to direct and manage
the affairs of any such entity.



“Creation” means all concepts, artwork, designs, images, names, advertisements, tags,
labels, hang tags, photographs, likenesses, symbols, logos, copyrights, trade dress, trademarks or
the like, and other things incorporating, in whole or in part, any Licensor Owned IP.



“Generic Merchandise” means articles of merchandise that are Generic (e.g., bottled water,
Tylenol, newspapers).



“Generic” means not incorporating any Muhammad Ali Related IP.



“Gross Revenues” means the gross amount of revenues earned or received by or on behalf of
Licensee or any Licensee Related Party, in connection with the applicable activity or source
subject of this Agreement, without any deduction of costs or expenses incurred by Licensee
(including any deduction of construction, development, design, manufacturing or operating costs,
costs in connection with advertising and/or promotion of any of the Muhammad Ali Properties,
commissions, taxes, fees, assessments, or bad debts) and without any reserves (including any
reserves for returns, refunds or bad debts); provided, however, that the term
“Gross Revenues” shall (i) exclude sales taxes and returns of defective Muhammad Ali
Property-themed Merchandise, such actual returns limited to three percent (3%) of the total of the
regular list price for all Muhammad Ali Property-themed Merchandise sold during each calendar year
and (ii) be subject to the provisions of this Agreement.



“including” and “includes” mean “including (or includes), without limitation”.



“Licensee Owned IP” means the names, trademarks and/or logos of Licensee and Licensee
Related Parties.



“Licensee Related Party” means any Affiliate of Licensee, any Project Company or any
sublicensee of Licensee’s rights in and to the Licensor Owned IP hereunder.



“Licensor Owned IP” means any intellectual property or other proprietary rights related to
Muhammad Ali, owned or controlled by, or licensed to (with the right to grant sublicenses
consistent with the terms of this Agreement), Licensor and its Affiliates, including, Muhammad Ali
Identification Elements, the Marks, the Domain Names, the Photos, and the Audiovisual Rights.



“MAC Agreement” means the Agreement, dated March 26, 2003, between the Muhammad Ali Trust
and G.O.A.T., Inc. and the Muhammad Ali Museum and Education Center, Inc.






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“MAC” means the Muhammad Ali Museum and Education Center, Inc., the operator of the
Muhammad Ali Center, located in Louisville, Kentucky.



“Marks” means, collectively, the trademarks and/or service marks identified in Exhibit
A hereto.



“Muhammad Ali Experience(s)” means permanent, non-touring interactive entertainment,
educational and retail experiences incorporating Artifacts and audiovisual works focusing on the
life and times of Muhammad Ali.



“Muhammad Ali Identification Elements” means the name, image, likeness, distinctive
appearance, gestures and mannerisms, voice, signature, handwriting, sobriquet, persona, biography,
and life story of Muhammad Ali.



“Muhammad Ali Property” or “Muhammad Ali Properties” means Muhammad Ali-themed
Lodging Property(ies) and Muhammad Ali Food and Beverage Outlets subject to Section 2.02.



“Muhammad Ali Related IP” means any Licensor Owned IP, Third Party Muhammad Ali-related
Materials and any other intellectual property or elements associated or identified with Muhammad
Ali.



“Muhammad Ali Trust” means the Muhammad Ali Family Trust, dated October 22, 2002.



“Muhammad Ali-themed Health Club(s)” means any spa, gym, health club or any other product
or service that relates to health and/or nutrition that incorporates the Licensor Owned IP and
Muhammad Ali theme into the name, design, and overall appearance.



“Muhammad Ali-themed” means that the overall look and feel and the primary theme of the
applicable Lodging Properties, Retail Store or other property (i) is based around Muhammad Ali
Identification Elements or the Marks, or (ii) conveys an immersion in experiencing the life and
times of Muhammad Ali.



“Person” means any individual, corporation, partnership, limited partnership, limited
liability company, joint venture, trust, or any other form of entity, unincorporated or
governmental organization or any agency or political subdivision thereof.



“Photos” means individual photographs taken by photographer Ken Regan in which Licensor or
one of its Affiliates owns the copyrights or otherwise has the rights to license to Licensee under
this Agreement.



“Project Company” means a Person designated by Licensee to build and/or operate a
particular Muhammad Ali Property.



“Seconds” means merchantable Muhammad Ali Property-themed Merchandise not suitable for sale
at list price because they contain minor production or material flaws not affecting proper usage of
the Licensor Owned IP.




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“Site License” means an agreement between Licensor and a Project Company in the form
attached as Exhibit H, granting such Project Company the right to build and operate a
particular Muhammad Ali Property.



“Website” means a website owned by Licensee or one of its Affiliates and associated with
one or more Muhammad Ali Properties.




          Section 1.02 Other Defined Terms.




	 	 	 
	“Authorized Muhammad Ali-themed Entertainment Attractions”

	 	Section 2.01(c)
	 
	“Buy-Out”

	 	Section 6.17
	 
	“Claims”

	 	Section 18.02
	 
	“Co-Branded Campaign”

	 	Section 3.09(c)
	 
	“Confidential Information”

	 	Section 25.01
	 
	“Consents”

	 	Section 5.01
	 
	“Declined Muhammad Ali Experience”

	 	Section 14.03
	 
	“Domain Names”

	 	Section 3.08
	 
	“Effective Date”

	 	Preamble
	 
	“Entertainment Attraction(s)”

	 	Section 2.01(c)
	 
	“EPE License”

	 	Section 6.17
	 
	“Food and Beverage Outlet(s)”

	 	Section 2.01(a)
	 
	“General Infringement”

	 	Section 17.02
	 
	“Guaranteed Minimum Royalties”

	 	Section 6.07
	 
	“Joint Name and Logo”

	 	Section 3.07
	 
	“Licensed Muhammad Ali Merchandise”

	 	Section 11.11
	 
	“Licensee Created Marks”

	 	Section 3.03
	 
	“Licensee Indemnified Parties”

	 	Section 19.02
	 
	“Licensee”

	 	Preamble
	 
	“Licensor Indemnified Parties”

	 	Section 18.02
	 
	“Licensor”

	 	Preamble
	 
	“Manufacturer’s Agreement”

	 	Section 11.09
	 
	“Material Terms”

	 	Section 14.02
	 
	“Muhammad Ali Lodging Properties Infringements”

	 	Section 17.03






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	“Muhammad Ali Property Materials”

	 	Section 10.01
	 
	“Muhammad Ali Property-themed Merchandise”

	 	Section 2.03
	 
	“Muhammad Ali-themed Food and Beverage Outlet(s)”

	 	Section 2.01(a)
	 
	“Muhammad Ali-themed Lodging Property(ies)”

	 	Section 2.01
	 
	“Muhammad Ali-themed Retail Store(s)”

	 	Section 2.01(b)
	 
	“Publicity Materials”

	 	Section 12.01
	 
	“Registered Class/Territories”

	 	Section 3.01
	 
	“Representatives”

	 	Section 25.01
	 
	“Restricted Party”

	 	Section 25.01
	 
	“Retail Store(s)”

	 	Section 2.01(b)
	 
	“ROFR Period”

	 	Section 14.02
	 
	“Royalty Reports”

	 	Section 6.09
	 
	“Rules”

	 	Section 9.10
	 
	“Tax” or “Taxes”

	 	Section 6.14
	 
	“Term”

	 	Section 21.01
	 
	“Third Party IP Clearances”

	 	Section 5.02
	 
	“Third Party Muhammad Ali-Related Materials”

	 	Section 5.01
	 
	“Unbranding Period”

	 	Section 22.01






Article 2

GRANT OF RIGHTS




          Section 2.01 Lodging Property License. Subject to the terms and conditions of this
Agreement, Licensor grants to Licensee, an exclusive, worldwide license to use the Licensor Owned
IP in connection with the design, construction, operation, advertising and promotion of Muhammad
Ali-themed hotels and retreat centers (“Muhammad Ali-themed Lodging Property(ies)”), which
may include any of the following:





     (a) restaurants, food carts, food kiosks, snack bars and non-alcoholic beverage bars
(“Food and Beverage Outlet(s)”), some or all of which may, at Licensee’s election,
be Muhammad Ali-themed or otherwise incorporate the Licensor Owned IP into the name, design,
overall appearance, and/or menu items of the Food and Beverage Outlets or elements thereof
(“Muhammad Ali-themed Food and Beverage Outlet(s)”) subject to Section 2.02;




     (b) retail and merchandise outlets (“Retail Store(s)”), some or all of which
may, at Licensee’s election, be Muhammad Ali-themed or otherwise incorporate the



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Licensor
Owned IP into the name, design, and overall appearance of the Retail Stores or elements
thereof (“Muhammad Ali-themed Retail Store(s)”);




     (c) entertainment attractions including shows, stage productions, concerts, comedy
specials, and sporting events (“Entertainment Attraction(s)”), some of which may
incorporate the Licensor Owned IP and/or be Muhammad Ali-themed, provided that they
are authorized and/or licensed by Licensor and approved by Licensor prior to exploitation at
the applicable Muhammad Ali Property in accordance with Section 10.07 (“Authorized
Muhammad Ali-themed Entertainment Attractions”); and




     (d) subject to Article 10, Muhammad Ali Experiences authorized and/or licensed by
Licensor.



          Section 2.02 Food Outlet License.





     (a) If during the Term of this Agreement, Licensee desires to design, construct,
operate and promote a Muhammad Ali-themed Food and Beverage Outlet, Licensee shall notify
Licensor, and Licensor shall use reasonable best efforts to obtain all necessary consents
required from any third parties who may have rights with respect to the operation of a
Muhammad Ali-themed Food and Beverage Outlet, including rights of first refusal and first
negotiation, provided that Licensor is not guaranteeing under this Agreement that it
will acquire the necessary consents.




     (b) If during the Term, Licensor is able to acquire all necessary consents to grant
Licensee the right to design, construct, operate and promote a Muhammad Ali-themed Food and
Beverage Outlet, such right granted to Licensee shall be subject to the terms and conditions
of this Agreement and shall be non-exclusive in nature, provided that all Muhammad
Ali-themed Food and Beverage Outlets outside of any Muhammad Ali Property shall be at least
fifteen (15) miles from any Muhammad Ali-themed Food and Beverage Outlet operated or
licensed by Licensor, provided, further, that Licensee shall have the right
to operate a Muhammad Ali-themed Food and Beverage Outlet within such fifteen (15) mile
range (including in the same city and/or metropolitan area) where the applicable
demographics will, in the reasonable business judgment of Licensor and Licensee, support
additional Muhammad Ali-themed Food and Beverage Outlets and where the operation of such
Muhammad Ali-themed Food and Beverage Outlet is unlikely to (i) cause customer confusion,
result in brand conflict, or result in a weakening of the Licensor Owned IP, or (ii)
materially and adversely impact the business of the existing Muhammad Ali-themed Food and
Beverage Outlet. For purposes of clarification, Licensee may build and operate a Muhammad
Ali-themed Food and Beverage Outlet, but, except as permitted under this Agreement at a
Muhammad Ali Property, Licensee may not use the Licensor Owned IP outside any Muhammad Ali
Property in a non- Muhammad Ali-themed restaurant (e.g., a boxing or sports-themed
restaurant) or license to any third party the right to use Licensor Owned IP to design,
construct, operate and promote a restaurant outside any Muhammad Ali Property co-branded
with third party intellectual property (e.g., a Muhammad Ali-themed room at any ESPN Zone);



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          Section 2.03 Merchandise License. Subject to the terms and conditions of this
Agreement, Licensor grants to Licensee, a nonexclusive, worldwide license to use the Licensor Owned
IP in connection with the design, manufacture, sale, and promotion, solely at any
Muhammad Ali Property, for consumer sales only (i.e., not wholesale sales), of retail
merchandise based on the particular Muhammad Ali Property, and all packaging and promotional
materials in respect thereof (“Muhammad Ali Property-themed Merchandise”), which Muhammad
Ali Property-themed Merchandise may only be sold at the applicable Muhammad Ali Property and on the
Website related to the applicable Muhammad Ali Property (or by Licensor pursuant to Section 11.12).
All Muhammad Ali Property-themed Merchandise shall be readily identifiable as relating to a
particular Muhammad Ali Property (e.g., a Muhammad Ali hotel t-shirt).




          Section 2.04 Merchandise Selection. Throughout the Term of this Agreement, Licensor
and Licensee shall work together in good faith in deciding the types of articles of Muhammad Ali
Property-themed Merchandise that Licensee may manufacture, sell, and market at each Muhammad Ali
Property hereunder, provided that Licensor shall have final approval over all types and
categories of Muhammad Ali Property-themed Merchandise that may be sold by Licensee.
Notwithstanding the foregoing, Licensee shall have, at a minimum, the right to manufacture, sell,
and market the types of articles set forth on Exhibit C hereto and any additional types of
articles agreed to by the parties during the Term of this Agreement. Licensor agrees to act in
good faith in determining the additional types of articles that may be manufactured, sold, and
marketed by Licensee during the Term of this Agreement. Licensee acknowledges that Licensor is a
party to certain exclusive license agreements that may restrict Licensor’s ability to permit
Licensee to manufacture certain types of articles of Muhammad Ali Property-themed Merchandise not
included on Exhibit C, or sell such items at certain price points. During the Term hereof,
Licensor shall not enter into any agreement that would further restrict the rights of Licensee to
manufacture and sell Muhammad Ali Property-themed Merchandise that has been previously approved for
sale by Licensee. For the avoidance of doubt, other than rights granted to a third party
manufacturer pursuant to Section 11.09, Licensee may not sublicense any merchandise rights to any
third party.




          Section 2.05 No Personal Services of Muhammad Ali. It is agreed between the parties
that no personal services are required of Muhammad Ali in connection with this Agreement. Licensee
shall not contact or enter into any agreements (including promotional agreements, appearance
agreements and consulting agreements) with Muhammad Ali without Licensor’s prior written consent,
such consent to be at Licensor’s sole discretion.




Article 3

TRADEMARKS; RESERVATION OF RIGHTS




          Section 3.01 Geographic Limitations. The parties acknowledge that (i) Licensor and
its Affiliates own numerous trademark applications and registrations covering the Licensor Owned IP
in various geographic regions, and (ii) the scope of Licensor’s intellectual property protection
may vary by geographic region and product class. Licensor has provided to Licensee a list of those
countries and product classes in which the Marks are presently registered or where applications for
registration are pending, which list may be amended from time to time (the



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“Registered
Class/Territories”). Licensor shall, upon the request of Licensee no more frequently than
semi-annually, provide Licensee with a then current list of trademark applications and
registrations covering the Licensor Owned IP. Nothing in this Section 3.01 shall limit the
licenses granted to Licensee under Article 2.




          Section 3.02 Expansion of Trademark Protection. In the event Licensee wishes to (A)
use the Marks in connection with (i) the design, construction, operation and promotion of Muhammad
Ali Properties or (ii) the design, manufacture, sale, and promotion of Muhammad Ali Property-themed
Merchandise, in each case, outside the Registered Class/Territories, or (B) use the Marks in
connection with products or services for which Licensor has not registered the applicable Marks,
Licensee may request that Licensor register the Marks in such territory or for such products or
services. Except as provided below, Licensor, at its sole costs and expense, agrees to file an
application for registration of the applicable Mark in the requested territory or product class
within fifteen (15) days of receipt of Licensee’s request. Licensor shall thereafter respond to
any trademark examiner’s inquiries or requests for additional information in a timely manner and
take all other actions that are reasonably necessary to pursue such applications and to maintain
Licensor’s existing registrations for the Marks. Notwithstanding the foregoing, Licensor shall
have the right to refuse the filing of a new application in accordance with this paragraph for good
cause.




          Section 3.03 Ownership of Licensee Created Marks. Any Muhammad Ali-related trademark
that is not Licensor Owned IP, or similar thereto or derivative thereof, that is adopted by
Licensee for use in connection with Muhammad Ali Properties in accordance with this Agreement
during the Term of this Agreement shall be owned by Licensee for use solely in connection with
lodging property services (the “Licensee Created Marks”). The Licensee Created Marks shall
not incorporate or be derived from or similar to any of the Licensor Owned IP. Licensee may, at
its sole costs and expense, file an application for registration of the applicable Licensee Created
Mark in the territory or territories where Licensee uses or has a bona fide intent to use such
Licensee Created Mark solely for lodging property services. Licensee shall notify Licensor of any
Licensee Created Marks for which Licensee intends to seek registration (together with the territory
and product class of such registration), and provide to Licensor any information that Licensor may
reasonably request about such registrations. Licensee agrees that Licensor shall not be restricted
by Licensee from filing for trademark registration for any of the Licensee Created Marks outside
the category of lodging property services.




          Section 3.04 Refusal to Register. In the event that Licensor is unable to register a
Mark in a requested territory because of the prior existence of a pending application or
registration of that Mark in the requested territory (or any mark similar thereto or derivative
thereof) which is not owned by Licensor, then Licensor shall immediately notify Licensee in writing
and such inability to register the Mark shall not be deemed a breach of this Agreement by Licensor,
provided that Licensor has used reasonable best efforts to so register the Marks.




          Section 3.05 Certain Trademark Limitations. Notwithstanding any of the foregoing,
Licensee shall have no right to use the mark G.O.A.T. or GREATEST OF ALL TIME as the name of any
Muhammad Ali-themed Food and Beverage Outlet, if Licensee is granted the





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rights to design,
construct, operate and promote Muhammad Ali-themed Food and Beverage Outlets in accordance with
Section 2.02 of this Agreement.




          Section 3.06 Trademark Strategy. Upon the request of either party, Licensor and
Licensee shall convene a meeting to develop and discuss in good faith a trademark strategy that is
beneficial to the businesses of both parties




          Section 3.07 Joint Name and Logo. Licensor acknowledges that Licensee shall have the
right to incorporate the Licensee Owned IP on each article of Muhammad Ali Property-themed
Merchandise and otherwise to use the Licensee Owned IP in connection with the Muhammad Ali
Properties, and also to create a joint Licensor/Licensee name and/or logo (the “Joint Name and
Logo”) mutually approved by Licensor and Licensee under this Agreement (e.g., Muhammad Ali Park
Central Hotel) and to use such Joint Name and Logo on Muhammad Ali Property-themed Merchandise and
otherwise in connection with the Muhammad Ali Properties. Licensee shall not acquire any rights in
the Licensor Owned IP nor shall Licensor acquire any rights in the Licensee Owned IP by virtue of
any use of the Joint Name and Logo. Any intellectual property rights in the Joint Name and Logo
independent of the Licensor Owned IP and the Licensee Owned IP shall be jointly owned by the
parties. Any use of the Joint Name and Logo shall be strictly in accordance with the limitations
of this Agreement, including the quality control restrictions hereof. Upon termination of this
Agreement, without limiting the right of each party to use its respective portion of the Joint Name
and Logo, neither Party shall thereafter use the Joint Name and Logo in its entirety.




          Section 3.08 Domain Names. Any domain names used in connection with the Websites that
incorporate any of the Marks, or derivatives thereof, in whole or in part (the “Domain
Names”) shall be owned by Licensor and licensed to Licensee pursuant to the terms and
conditions of this Agreement. Licensor shall remain the owner and Administrative Contact of the
domain names and Licensee shall be the Technical Contact of the domain name as listed in the Domain
Name Registry.




          Section 3.09 Reservation of Rights. Licensor reserves all rights not granted to
Licensee hereunder, and shall not be prohibited or restricted in any way, at any time, from
exercising such rights, including:





     (a) establishing or operating, or licensing to any third party the right to establish
or operate, any Food and Beverage Outlets, Muhammad Ali-themed Health Clubs, Retail Stores,
productions, shows, and other special events such as charity events and lectures, events in
connection with MAC, fan club events and television broadcasts, and/or any other form of
entertainment attractions utilizing the Licensor Owned IP (including as part of the name or
logo) anywhere in the world, provided that Licensor may not establish, operate, or
license to any third party the right to establish or operate a Muhammad Ali-themed Food and
Beverage Outlet, Health Club, or Retail Store within a radius of fifteen (15) miles from any
Muhammad Ali Property, provided that, Licensee shall not unreasonably withhold
consent to a request by Licensor (or its licensee) to operate a Muhammad Ali-themed Food and
Beverage Outlet, Health Club, or Retail Store within such fifteen (15) mile range (including
in the same city and/or metropolitan area, where applicable) where the applicable
demographics will support additional Muhammad



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Ali-themed real estate properties and where
the operation of such Muhammad Ali-themed Food and Beverage Outlet, Health Club, or Retail
Store is unlikely to (i) cause customer confusion, result in brand conflict, or result in a
weakening of the
Licensor Owned IP, or (ii) materially and adversely impact the business of the existing
Muhammad Ali-themed Property.




     (b) granting to any third party any license to manufacture, sell, distribute, market
and/or otherwise exploit merchandise which embodies any of the Licensor Owned IP, regardless
of whether such third party establishes, operates, or sells to any retail store, hotel
complex or other facility which offers merchandise, food, beverages, entertainment
attractions or other products or activities which reference or allude in any way to Muhammad
Ali.




     (c) engaging in any commercial tie-in, or promotional or marketing activities that
features the Licensor Owned IP together with the trademarks or copyrights of a third party
(a “Co-Branded Campaign”), except for a Co-Branded Campaign or direct endorsement by
Muhammad Ali with third party hotels (e.g., a Co-Branded Campaign with Wyndham Hotels),
provided that Licensor shall have the right to enter into co-branding arrangements
with any hotel in which any Muhammad Ali Experience is housed.




     (d) Licensing de minimis uses of the Licensor Owned IP in connection with a third party
real estate property, provided that such real estate property is not Muhammad
Ali-themed, (e.g., the display of a photograph of Muhammad Ali in a non Muhammad Ali-themed
Food and Beverage Outlet).




     (e) Using or licensing the Licensor Owned IP for any purpose not specifically
prohibited pursuant to this Agreement.



          Section 3.10 Entertainment Attractions. Other than Muhammad Ali Experiences and
Authorized Muhammad Ali-themed Entertainment Attractions, which are subject to Licensor’s approval
at each Muhammad Ali Property pursuant to Section 10.07, Licensee shall have no right to create,
produce, develop, or exploit at any Muhammad Ali Property any other entertainment attraction that
is Muhammad Ali-themed, is readily identifiable with Muhammad Ali, or uses the Licensor Owned IP
without Licensor’s prior written consent (e.g., an unauthorized play about Muhammad Ali’s life or a
Muhammad Ali identified amateur boxing tournament). Nothing herein shall restrict Licensee’s right
to create, produce, develop and exploit at any Muhammad Ali Property any entertainment attraction
that does not have a Muhammad Ali theme, is not readily identifiable with Muhammad Ali, and does
not use the Licensor Owned IP without Licensor’s consent, provided that such entertainment
attraction does not otherwise violate Licensee’s obligations hereunder.




          Section 3.11 Muhammad Ali Experiences. The parties agree that nothing in this
Agreement grants to Licensee any right to use the Licensor Owned IP to design, construct, operate
or promote Muhammad Ali Experiences except as expressly provided in Article 14.




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Article 4

LICENSE OF MUHAMMAD ALI ARTIFACTS




          Section 4.01 License of Artifacts. Licensee acknowledges that this Agreement does not
grant Licensee rights to use and/or display any Artifacts at any of the Muhammad Ali Properties.
Notwithstanding the foregoing, the parties agree to discuss in good faith the use and/or display of
Artifacts by Licensee at Muhammad Ali Properties during the Term of this Agreement. Licensee
hereby acknowledges and agrees that any rights it may obtain to use and display any Artifacts shall
be subject to MAC’s rights under the MAC Agreement, which provides that MAC shall take possession
of certain Artifacts belonging to Licensor, Muhammad Ali and/or the Muhammad Ali Trust pertaining
to the life and career of Muhammad Ali. If Licensor is able to loan Artifacts to Licensee during
the Term of this Agreement, the parties agree to consult in good faith regarding the types of
Artifacts to be displayed at each Muhammad Ali Property, provided that Licensor shall have
final approval and discretion over the selection of any Artifacts for display at any of the
Muhammad Ali Properties. For purposes of clarification, Licensor reserves the right to (i)
withhold at any time during the Term of this Agreement certain categories of Artifacts from being
displayed at any of the Muhammad Ali Properties, (ii) display any Artifacts or license to third
parties rights to display any Artifacts anywhere in the world, (iii) grant exclusive rights to
third parties to display certain categories of Artifacts (e.g., an exclusive license to the
Muhammad Ali Parkinson’s Center to display the 1996 Olympic torch).




          Section 4.02 Delivery of Artifacts. Provided that during the Term of this Agreement
Licensor is able to loan Artifacts to Licensee, at Licensee’s sole cost and expense, following the
instructions provided by Licensor, Licensee will arrange for roundtrip delivery of the Artifacts to
the Muhammad Ali Property and returned back to Licensor within sixty (60) business days following
the termination of this Agreement or upon the replacement of the Artifacts with new Artifacts to be
displayed at each Muhammad Ali Property. Licensee shall maintain exclusive possession of the
Artifacts during the period of time in which the Artifacts are in Licensee’s possession.




          Section 4.03 Protection of Artifacts. Licensee will treat each Artifact with due care
and shall take all measures necessary to fully protect such Artifact from damage, consistent with
the limitations and instructions set forth in Exhibit B hereto and such other reasonable
restrictions as promulgated by Licensor from time to time. Each Artifact, if not displayed in a
case or behind glass or plexiglas, will have sufficient distance from the public to prevent
touching. All exhibit areas will be under surveillance when open to the public. Licensee shall
keep each Artifact in the same condition as such items were delivered to Licensee hereunder, except
for normal wear and tear. All such items shall be marked “Courtesy of Muhammad Ali Enterprises
LLC”. Licensor reserves the right, after reasonable notice to Licensee, to inspect the Artifacts
and obtain the immediate return of any Artifact that in Licensor’s good faith judgment has not been
handled or treated properly.




          Section 4.04 No Museums. In selecting the Artifacts and in placing the Artifacts
throughout each Muhammad Ali Property, Licensor and Licensee acknowledge that it is their mutual
intention hereunder that no Muhammad Ali Property shall look like or be perceived to be a Muhammad
Ali museum (i.e., a similar experience to visiting MAC), and neither party shall act contrary
thereto.




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          Section 4.05 Insurance. Prior to delivery thereof to Licensee, Licensor shall
identify to Licensee the appraised value of each Artifact as determined by Licensor in its
reasonable discretion. Licensee will insure each loaned Artifact for at least the amount specified
by Licensor against all risks of physical loss or damage from any cause while in transit and on
location during the period of the loan. Licensee shall be entitled to reject an Artifact on the
basis of the cost to Licensee of insuring it.




          Section 4.06 Prior Inspection. Before commencing the display of the Artifacts at any
Muhammad Ali Property, Licensee shall give Licensor the opportunity to inspect the placement of
each Artifact and make a determination whether the Artifacts are displayed according to the terms
of this Agreement.




Article 5

THIRD PARTY INTELLECTUAL PROPERTY RIGHTS




          Section 5.01 Other Third Party Owned IP. Except for the specific rights granted
hereunder with respect to the use by Licensee of the Licensor Owned IP, this Agreement does not
grant Licensee any rights to license, use and/or exploit any intellectual property owned or
controlled by third parties, including certain intellectual property related to Muhammad Ali, such
as artwork and audiovisual materials (e.g., certain Muhammad Ali boxing bouts, films and television
programs in which Muhammad Ali appeared) (collectively, “Third Party Muhammad Ali-Related
Materials”). Licensee shall be solely responsible for procuring licenses, clearances,
approvals, consents and/or permissions (“Consents”) required in connection with the
license, use, and/or exploitation of all third party owned intellectual property, including Third
Party Muhammad Ali-Related Materials, provided that subject to Section 10.01, Licensor
shall have the right to consent to the use of Third Party Muhammad Ali-Related Materials at any of
the Muhammad Ali Properties. Licensee shall obtain all Consents required by unions and/or guilds
having jurisdiction, as well as the copyright owners of, or other rights holders (such as privacy
and publicity rights holders), in any third party trademarks, photographs, audiovisual materials,
motion pictures, television programs and artwork to be embodied in, or otherwise used at or in
connection with the Muhammad Ali Properties and/or the manufacture and sale of Muhammad Ali
Property-themed Merchandise related thereto. Licensor agrees to use reasonable best efforts to
assist Licensee in procuring any Consents required by Licensee under this Agreement with respect to
the license, use, and/or exploitation of Third Party Muhammad Ali-Related Materials including
advising Licensee, to the extent known, of the parties that need to be contacted for such Consents
and making introductions for Licensee where Licensor has an existing relationship,
provided, however, that nothing contained in this Agreement shall be construed as
obligating Licensor to (i) violate any fiduciary obligations it has to any third parties of Third
Party Muhammad Ali-Related Materials, (ii) actually negotiate the terms for the Consents, (iii)
grant rights to Licensee where to do so would violate the approval or consents rights of a third
party, or (iv) grant rights to Licensee broader than or otherwise inconsistent with the rights
granted to Licensee and restrictions imposed upon Licensee elsewhere in this Agreement.




          Section 5.02 Third Party IP Clearances. In connection with the use and exploitation
of Licensor Owned IP, Licensor may determine that it may need to seek clearances from third parties
where Licensor Owned IP may be subject to intellectual property rights,


13









 







including privacy and publicity rights, of third parties which rights are embodied in such
Licensor Owned IP, including in certain Photos and Audiovisual Rights (“Third Party IP
Clearances”) (e.g., a photograph of Muhammad Ali together with Joe Frazier). Licensee shall be
solely responsible for procuring all Third Party IP Clearances. Licensor agrees to use reasonable
best efforts to assist Licensee in procuring any Third Party IP Clearances, including advising
Licensee, to the extent known, of the parties that need to be contacted for such Third Party IP
Clearances, and making introductions for Licensee where Licensor has an existing relationship,
provided, however, that nothing contained in this Agreement shall be construed as
obligating Licensor to (i) violate any fiduciary obligations it has to any third parties, (ii)
actually negotiate the terms for the Third Party IP Clearances, (iii) grant rights to Licensee
where to do so would violate the approval or consents rights of a third party, or (iv) grant rights
to Licensee broader than or otherwise inconsistent with the rights granted to Licensee and
restrictions imposed upon Licensee elsewhere in this Agreement.




Article 6

ROYALTY AND PAYMENTS




          Section 6.01 Gross Revenues. Licensee shall pay to Licensor royalties in respect of
all Gross Revenues derived from any and all sources in connection with the Muhammad Ali Properties,
in accordance with the terms and provisions set forth in this Article 6. All sales by Licensee of
any goods or services to any Licensee Related Party, including all inter-company transactions,
shall be carried on Licensee’s books of account at the full regular wholesale price charged to
unrelated third parties, and Licensee shall account for and pay royalty payments on all such sales
as if they occurred on an arms-length basis to an unrelated party. For the avoidance of doubt,
amounts received by Licensee in respect of the sale, financing or other disposition of a Muhammad
Ali Property shall not be included in Gross Revenues.




          Section 6.02 Comps. Licensee shall be permitted to distribute commercially reasonable
quantities of Muhammad Ali Property-themed Merchandise, food, beverages, room and board, tickets,
or other items free of charge, in a manner consistent with industry custom and practice without
incurring any obligation to pay royalties thereon under this Agreement, provided that the
value of such items does not exceed five percent (5%) of the Gross Revenues derived therefrom
during the year in which such distributions occurred. In the event the value of such items that
are distributed free of charge exceeds five percent (5%)of the Gross Revenues derived therefrom
during the year in which such distributions occurred, Licensee shall pay royalties on the excess of
such value over five percent (5%) in accordance with this Agreement.




          Section 6.03 Muhammad Ali Property Royalties. Except as otherwise provided in this
Article 6, Licensee shall pay to Licensor a royalty of three percent (3%) of any and all Gross
Revenues derived from the Muhammad Ali Properties, including from activities, services, products or
other sources at, from, or in connection therewith. To the extent Licensee pays a fee to a third
party to establish or supervise such third party’s Food and Beverage Outlet and/or Retail Store on
the Muhammad Ali Property (e.g., a fee paid to Jean Georges to establish a restaurant at a Muhammad
Ali Property), the Gross Revenues derived therefrom shall be excluded from Gross Revenues for the
purpose of computing royalties, up to an amount not to exceed ten percent (10%) of Licensee’s total
Gross Revenues for the applicable calendar year.




14









 








          Section 6.04 Muhammad Ali Property-themed Merchandise. Licensee shall pay to Licensor
a royalty of ten percent (10%) of any and all Gross Revenues derived from the sale of Muhammad Ali
Property-themed Merchandise. Such royalty in respect of particular Muhammad Ali Property-themed
Merchandise shall accrue when such merchandise is sold, shipped, delivered, billed and/or paid for,
whichever occurs earlier. Gross Revenues derived from the sale of Muhammad Ali Property-themed
Merchandise shall not be included in the computation of Gross Revenues for purposes of determining
royalties payable to Licensor under Section 6.03.




          Section 6.05 Royalty Payments with Respect to Muhammad Ali-Themed Food and Beverage
Outlets and Retail Stores Operated by Third Parties. Subject to obtaining Licensor’s approval
under Section 10.05, Licensee shall pay to Licensor a royalty up to three percent (3%) (but if a
lower percentage is actually received by Licensee, then such lower percentage subject to Licensor’s
consent) of any and all gross revenues derived from any Muhammad Ali-themed Food and Beverage
Outlets and Retail Stores operated by third parties and/or co-branded with third party names and/or
marks (e.g., Muhammad Ali-themed Adidas Retail Store). Such royalty shall be based upon the total
gross revenues generated from the Muhammad Ali-themed Food and Beverage Outlets and Retail Stores
(not merely the portion or percentage thereof received by Licensee). Licensee shall retain all
royalties based on gross revenues above three percent (3%). Neither (x) rent payable by such third
parties to Licensee or (y) gross revenues derived from the Muhammad Ali-themed Food and Beverage
Outlets and Retail Stores operated by third parties and/or co-branded with third party names and/or
marks shall be included in the computation of Gross Revenues for purposes of determining royalties
payable to Licensor under Section 6.03.




          Section 6.06 Sponsorships, Commercial Tie-Ins, and Co-Branding Opportunities.
Licensor’s royalty with respect to any Gross Revenues from any third party sponsorships, commercial
tie-ins and co-branding opportunities (e.g., if a third party pays fees for their name or trademark
to be associated with a Muhammad Ali Lodging Property) shall be negotiated in good faith by
Licensor and Licensee at the time such sponsorship is permitted hereunder, if at all, pursuant to
Section 12.05(a).




          Section 6.07 Guaranteed Minimum Royalties. Licensee shall pay Licensor the below
guaranteed minimum royalties for each calendar year within thirty (30) days of the end of such
calendar year (i.e., by January 30th of the immediately following year) during the Term
(“Guaranteed Minimum Royalties”), except that the Guaranteed Minimum Royalty for the
calendar year ending December 31, 2007 shall be due upon the earlier of (i) the date of Licensee’s
receipt of funds from the closing of the Rights Offering and, if required, the Back-Stop (each as
defined in the Membership Interest Purchase Agreement dated as of June 1, 2007 by and among
Licensee, Licensor, and Flag Luxury Properties, LLC) or (ii) December 1, 2007. The Guaranteed
Minimum Royalty shall be non-refundable but actual royalties paid during the applicable calendar
year shall be applied against the Guaranteed Minimum Royalty. Notwithstanding any of the
foregoing, any direct payments made by a Project Company or other Person that holds a Site License
to Licensor shall be applied against the Guaranteed Minimum Royalties due to Licensor hereunder.






15









 








	 	 	 	 	 
	Calendar Year	 	Amount	 
	Calendar year ending December 31, 2007
	 	$	1,000,000	 
	Calendar year ending December 31, 2008
	 	$	1,000,000	 
	Calendar year ending December 31, 2009
	 	$	1,000,000	 
	Calendar year ending December 31, 2010
	 	$	2,000,000	 
	Calendar year ending December 31, 2011
	 	$	2,000,000	 
	Calendar year ending December 31, 2012
	 	$	2,000,000	 
	Calendar year ending December 31, 2013
	 	$	3,000,000	 
	Calendar year ending December 31, 2014
	 	$	3,000,000	 
	Calendar year ending December 31, 2015
	 	$	3,000,000	 
	Calendar year ending December 31, 2016
	 	$	3,000,000	 
	Every calendar year thereafter during the Term
	 	The Guaranteed Minimum Royalty for the immediately previous calendar year plus five percent (5%)






          Section 6.08 Royalty Payments. Licensee shall calculate the royalties due hereunder
based upon Gross Revenue in quarterly periods ending on the last days of March, June, September,
and December of each calendar year, and shall pay the royalty payment then due within thirty (30)
days of the end of such quarterly period. To the extent that the royalties paid hereunder during
any calendar year are less than the Guaranteed Minimum Royalty for the applicable calendar year,
Licensee shall pay such shortfall with the payment due January 30 of the following calendar year.
Termination of this Agreement shall not relieve Licensee from its royalty payment obligations with
respect to royalties accruing during the Term or the Unbranding Period. Further, in the event of
any termination of this Agreement, including without limitation any termination pursuant to Section
21.03, Licensee shall pay to Licensor a pro-rated Guaranteed Minimum Royalty calculated as (i) the
total Guaranteed Minimum Royalty for the calendar year in which such termination occurs, (ii)
divided by 365, (iii) multiplied by the number of days that have elapsed in such calendar year
through the date of termination. All actual royalties paid for such calendar year through the date
of termination shall be applied against such pro-rated Guaranteed Minimum Royalty. To the extent
that the royalties paid hereunder for such calendar year through the date of termination are less
than the pro-rated Guaranteed Minimum Royalty for such calendar year, Licensee shall pay such
shortfall to Licensor within thirty (30) days after the date of termination.




          Section 6.09 Royalty Reports. With each royalty payment, Licensee shall furnish
Licensor, by way of electronic reporting forms (“Royalty Reports”), a complete and accurate
statement of royalties containing reasonably detailed information regarding the calculation of
royalties payable hereunder, including information as to the number, description, selling price,
and Gross Revenues in respect of all lodging and amenities, food, beverages, liquor, tickets to
Entertainment Attractions, rent, sponsorships, and other activities or items in respect of which
royalties are payable hereunder, and any other additional information as Licensor may request from
time to time. Such Royalty Reports shall be furnished to Licensor whether or not any royalties are
payable during the preceding quarterly period. Royalty Reports will be certified true and correct
by a duly authorized officer of Licensee (e.g., the Chief Financial Officer) by entering the
required information on the certification line contained on the electronic form. Licensor shall
have the right, upon thirty (30) days advance written notice to Licensee, to make reasonable
changes to the Royalty Report form, provided that such changes are also made to royalty
reporting forms used generally by other licensees of Licensor.




          Section 6.10 Method of Payment and Royalty Reports. All royalty payments, Royalty
Reports, other payments and any applicable interest shall be made payable to Licensor, either by
check or utilizing electronic bank transfer paid, on behalf of Licensor, to:




16









 







Muhammad Ali Enterprises LLC

8105 Kephart Lane,

Berrien Springs, Michigan 49103

Attention: Licensing Department




          Section 6.11 Currency and Offsets. All amounts to be paid by Licensee to Licensor
under this Agreement shall be payable in United States currency and made without deduction for
taxes (including withholding taxes), levies, duties, imports, commissions, expenses or charges of
any kind. Wire transfer fees as well as all other bank fees related to any payments required to be
made by Licensee under this Agreement shall be the sole expense of Licensee, so that Licensor shall
receive the full amount of all payments without reduction. If any inconsistencies or mistakes are
discovered in such Royalty Report or royalty payments, they shall immediately be rectified and the
appropriate payment shall be made by Licensee if an underpayment was made by Licensee. All of
Licensee’s obligations under this Article 6 shall be performed without any right of Licensee to
invoke set-offs, deductions and other similar rights. Neither the receipt nor acceptance by
Licensor of any royalty payments (including the cashing of any royalty checks hereunder) or Royalty
Reports shall prevent Licensor from subsequently challenging the accuracy or validity of such
royalty payment or Royalty Report.




          Section 6.12 Late Payments. Any past due amount by Licensee whether due pursuant to
this Article 6 or any other Section in this Agreement shall bear interest at the then current prime
rate plus three percent (3%) per annum as quoted in The Wall Street Journal, which is
applicable from the due date until the date of payment. Any outstanding amount found in an audit
pursuant to Section 7.02 shall be deemed a “late payment” and shall be subject to the interest
described herein.




          Section 6.13 Monetary Conversions. If any currency conversions are required under
this Agreement, Licensee agrees that all currency conversions shall be made by utilizing the
exchange rate in effect on the due date for any such payment as reported in The Wall Street
Journal. The cost of conversion of all local currencies into U.S. currency shall be the sole
expense of Licensee. Any cost of conversion built into a bank’s exchange rate must be accounted
for with a corresponding increase in the amount being converted so that all the costs of conversion
of all currencies, as well as wire transfers or other bank fees, shall be the sole expense of
Licensee, so that Licensor shall receive the full amount of payments without reduction.




          Section 6.14 Withholding Taxes. If any income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings are now or hereafter imposed, levied, collected,
withheld or assessed by any governmental authority (such amounts hereinafter referred to as a
“Tax” or “Taxes”) are required to be withheld from any amounts payable to Licensor
under this Agreement, the amounts so payable to Licensor shall be increased to the extent necessary
to yield to such Licensor (after the payment of all such amounts required to be withheld) the
amounts specified in this Agreement. Notwithstanding the immediately preceding provision, the
Licensee shall not be required to increase any such amounts payable to Licensor (i) with respect to
net income taxes imposed on Licensor as a result of a connection between Licensor and the
jurisdiction of the governmental authority imposing such Taxes, or (ii) Taxes



17









 






that are attributable to Licensor’s failure to comply with the requirements of this Section
6.15, provided that the Licensee has complied with the requirements of Section 6.15.




          Section 6.15 Exemptions. If Licensor is entitled to an exemption from or reduction of
taxes that are otherwise required to be withheld by the Licensee under the law of the jurisdiction
in which the Licensee is located, or under any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement, Licensor shall deliver to the Licensee, as reasonably
requested in writing by the Licensee, such documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate, provided that
Licensor is legally entitled to execute and deliver such documentation and such execution or
submission in Licensor’s judgment would not materially prejudice the legal position of Licensor.
Whenever any Taxes are payable by or on behalf of Licensor, the Licensee shall timely pay such
amounts to the appropriate governmental authority and as promptly as possible thereafter the
Licensee shall send to Licensor documentation sufficiently evidencing the payment of such Taxes or
other documentation as is reasonably requested by Licensor.




          Section 6.16 Licensee’s Expenses. Except as otherwise expressly provided herein, all
acts, duties, obligations and responsibilities of Licensee under this Agreement shall be at
Licensee’s sole cost and expense. No costs of any kind, paid or incurred, directly or indirectly,
by Licensee or any person or entity associated with Licensee, any amounts reimbursed by Licensee to
Licensor, or any other activities of Licensee hereunder, shall be recouped, deducted or otherwise
charged to Licensor or against any amounts owed to Licensor under this Agreement.




          Section 6.17 Buy-Out. Notwithstanding any of the foregoing, Licensee may buy-out all
royalty payments, including the payment of any Guaranteed Minimum Royalties for a one-time payment
of fifty million dollars ($50,000,000) by (i) notifying Licensor in writing that it desires to
buy-out its remaining royalty payments (the “Buy-Out”), and (ii) exercising the buy-out
rights under Section 7.18 of the License Agreement dated as of the date hereof, between Elvis
Presley Enterprises, Inc. and Licensee (the “EPE License”). Licensee shall have the option
of exercising the Buy-Out commencing on the Effective Date and ending on the eighth (8th)
anniversary of the opening of the first Elvis Presley-themed Hotel (as defined in the EPE License).
Notwithstanding the foregoing, other than as provided for below, the Buy-Out shall not relieve
Licensee of its other non-financial obligations under this Agreement, nor shall the Buy-Out have
any effect on any revenues derived by Licensor from the operation of a Muhammad Ali Experience
pursuant to Article 14. Upon exercise and consummation of the Buy-Out, neither Licensee nor any
Licensee Related Party shall have any further obligations to pay royalties to Licensor under this
Agreement other than pursuant to Section 6.05, 6.06 and 6.18 (to the extent an Authorized Muhammad
Ali-themed Entertainment Attraction is at one of the Muhammad Ali Properties and a license fee or
percentage of gross revenues is required).




          Section 6.18 Additional Payments. In addition to its obligation to pay royalties in
accordance with the foregoing, Licensee shall, except as expressly provided otherwise in this
Agreement, be solely responsible for paying any and all royalties, fees, and other sums payable in
connection with any activities engaged in or services provided by Licensee, any Licensee Related
Party, or any third party at any Muhammad Ali Property hereunder, or any merchandise or other
products manufactured and sold or otherwise exploited hereunder, including all amounts



18









 






payable to a third party in connection with the licensing of any Third Party Muhammad
Ali-Related Materials, including any and all amounts payable to unions and guilds, publishers,
artists, film studios, and owners of television programs or other audiovisual footage of Muhammad
Ali, including Muhammad Ali boxing bouts.




Article 7

RECORDS RETENTION AND AUDITS




          Section 7.01 Records. Licensee shall keep in its possession or under its control
accurate records covering all transactions relating to this Agreement. Records shall include, but
not be limited to, invoices, purchase orders, correspondence, financial information, hotel
occupancy data, inventory records, manufacturing records, quality control and approvals and other
information necessary to substantiate that all Royalty Reports submitted to Licensor hereunder were
true, complete and accurate, and all royalty payments and other payments due Licensor hereunder
shall have been paid to Licensor in accordance with the provisions of this Agreement. All books
and records shall be maintained in accordance with generally accepted accounting principles
consistently applied.




          Section 7.02 Audit. Licensor shall have the right during business hours and upon no
less than ten (10) business days notice to conduct an audit and make copies of all records listed
in Section 7.01 above, and to make a physical inventory count of all Muhammad Ali Property-themed
Merchandise in production and/or storage. If the audit reveals an underpayment of royalty
payments, Licensee agrees to immediately pay Licensor any past due royalty payments plus applicable
interest. Notwithstanding the foregoing, if the audit reveals a royalty underpayment of five
percent (5%) or more, Licensee agrees to reimburse Licensor for all of its out-of-pocket costs and
expenses of the audit (in addition to past due royalty payments, plus interest calculated at the
then current prime rate plus three percent (3%) per annum as quoted in the Wall Street
Journal). Licensor shall invoice Licensee for such audit expenses and Licensee shall pay such
invoice within thirty (30) days. Audits may be performed by Licensor’s own employees and/or its
designated independent auditor, all of whom shall hold Licensee’s audit information in confidence,
pursuant to Article 25 below. Audit information shall only be used for purposes of this Agreement,
unless used to judicially enforce obligations of Licensee. The exercise by Licensor, in whole or
in part, or at any time or times, of the right to inspect or audit records and accounts or of any
other right herein granted shall not stop or prevent Licensor from thereafter disputing the
accuracy of any such Royalty Report.




Article 8

ACCOMMODATIONS AND TICKETS




          Section 8.01 Reduced Rate Accommodations. Licensee shall, subject to availability,
provide hotel rooms free of charge and for a reasonable number of nights to Licensor’s and its
Affiliates’ employees and agents who are visiting any Licensee hotel in connection with Licensor’s
performance of this Agreement or the administration of the matters provided herein. For visits not
related to this Agreement, Licensee agrees to make available to Licensor’s and its Affiliates’
employees and agents rooms in accordance with Section 8.02.




19









 








          Section 8.02 Other Discounts. Licensee shall provide Licensor and its Affiliates
employees (and their immediate families) a discount at any Muhammad Ali Properties, including
Lodging Properties, Food and Beverage Outlets, Entertainment Attractions and Retail Stores, equal
to the discount offered to Licensee’s employees.




Article 9

RIGHTS OF APPROVAL GENERALLY




          Section 9.01 Exercise of Approval Rights. In exercising all rights of approval
hereunder, Licensor shall take into account the business interests of each of Licensor and Licensee
and shall cooperate with Licensee in the furtherance of Licensee’s business objectives. None of
the rights of approval hereunder shall be exercised unreasonably, in bad faith or with the
intention of frustrating Licensee’s ability to enjoy its rights hereunder.




          Section 9.02 General Approval Period. Except as otherwise expressly provided herein,
Licensor shall have ten (10) business days following receipt (pursuant to the approval notice
provisions set forth herein) of any request for Licensor’s approval hereunder to approve or
disapprove the same. In the event Licensor does not approve or disapprove any such request within
such ten (10) business day period, Licensee may resubmit its request for approval in writing, which
resubmitted request shall be conspicuously marked that it is the “Second Notice”. Licensor shall
have ten (10) business days from Licensor’s receipt of Licensee’s resubmitted request to review and
respond in writing to Licensee’s resubmitted request. If Licensor does not respond in writing to
such resubmitted request within such ten (10) business day period, then such resubmitted request
shall be deemed approved. Any written disapproval by Licensor hereunder shall clearly state the
reasons for such disapproval and shall provide Licensee with a reasonable opportunity to cure the
basis for such disapproval. In the event of an unwritten disapproval hereunder, Licensor shall
within five (5) days of a written request by Licensee, provide Licensee with a written disapproval
clearly stating the reasons for such disapproval and shall provide Licensee with a reasonable
opportunity to cure the basis for such disapproval.




          Section 9.03 Previously Approved Material. Once Licensor has approved any use of the
Licensor Owned IP in connection with particular Muhammad Ali Property-themed Merchandise or in
connection with a particular Muhammad Ali Property or other particular permitted use hereunder,
Licensee shall not be required to seek Licensor’s approval for use of the Licensor Owned IP for a
substantially similar use in connection with a different Muhammad Ali Property. Notwithstanding
the foregoing, any material modification of any previously approved items shall require re-approval
by Licensor.




          Section 9.04 Licensee Contact. Licensor shall at all times during the Term designate
one or more employees who shall be primarily responsible for communicating with Licensee with
respect to approvals requested by Licensee hereunder. If Licensee is required to deliver to
Licensor any particular documents, materials, samples or other items in connection with any
approval by Licensor, then Licensee shall prepare and deliver same at its own expense.




20









 








          Section 9.05 Approval Procedures. Except as otherwise provided for herein, all
requests for Licensor’s approval hereunder and all materials to be submitted to Licensor for
approval hereunder shall be sent to Licensor at the following address:



Muhammad Ali Enterprises LLC

8105 Kephart Lane,

Berrien Springs, Michigan 49103

Attention: Licensing Department



With a copy to:



CKX, Inc.

650 Madison Avenue

New York, NY 10022

Attn: Legal Counsel




          Section 9.06 Bypass of Procedure. Notwithstanding anything to the contrary contained
herein, Licensee, at its option, may combine or bypass any of the intermediary steps in any
approval process hereunder but this shall in no way limit Licensor’s right hereunder to approve the
final version of the item or activity concerned prior to its implementation, and Licensee shall
solely bear any additional costs incurred as a result of combining or bypassing any such steps.
For example, if Licensee desired to sell a particular item of Muhammad Ali Property-themed
Merchandise, but did not want to first send to Licensor, for its approval, a prototype sample, but
instead wished to immediately present to Licensor for its approval the actual production sample of
such item, it may do so with the understanding that Licensor shall still have the absolute right to
disapprove of such item for sale at the Muhammad Ali Properties, and any costs incurred by Licensee
in creating such production sample shall be Licensee’s sole responsibility.




          Section 9.07 Quality Control Generally. All use of the Licensor Owned IP by Licensee
and the style and appearance of all articles of Muhammad Ali Property-themed Merchandise and all
packaging, advertising and promotional materials shall be subject to Licensor’s approval to enable
Licensor to ensure that Licensor’s quality standards are being maintained. Licensee may not use
the Licensor Owned IP in any manner that would disparage or tarnish or dilute the distinctive
quality of the Licensor Owned IP or the reputation and goodwill embodied in the Licensor Owned IP
or which would reflect adversely on the Licensor Owned IP, Licensor or Muhammad Ali, the Muhammad
Ali family, the Muhammad Ali Trust or any of Licensor’s products or services. Licensee shall not
use the Licensor Owned IP in any way which is not authorized and approved in advance by Licensor as
set forth in this Agreement.




          Section 9.08 Right to Suspend Approval Process. In addition to its other remedies,
Licensor reserves the right to suspend the approval process after Licensor has given Licensee
notice of a material breach of this Agreement, until Licensee has cured the breach.




          Section 9.09 Overall Use of Muhammad Ali Related IP. The Muhammad Ali Related IP
shall not be depicted at any of the Muhammad Ali Properties, on any articles of



21









 






Muhammad Ali Property-themed Merchandise, as part of any Muhammad Ali-themed Food and Beverage
Outlet and Retail Store in a manner that would present Muhammad Ali in a negative and disparaging
light or in a manner that is offensive, immoral, derogatory or in poor taste or that would tarnish
the reputation or public image of Muhammad Ali and without limiting the generality of the
foregoing, neither Licensee or any Licensee Related Party shall take any action (including, by
granting any third party any right or license) that could reasonably be expected to associate
Muhammad Ali, Licensor or any of its Affiliates, the Muhammad Ali Properties, or any Muhammad Ali
Related IP with any activity, product or service set forth on Exhibit D hereto. LICENSEE
ACKNOWLEDGES THAT LICENSOR HAS STRICT RESTRICTIONS ON ASSOCIATING THE LICENSOR OWNED IP WITH ANY
GAMBLING, ALCOHOL, OR PORK-RELATED PRODUCTS, OR IN ANY OTHER MANNER WHICH IS DEROGATORY TO THE
RELIGIOUS FAITH AND BELIEFS OF MUHAMMAD ALI. LICENSEE AGREES THAT UNDER NO CIRCUMSTANCES WILL
LICENSEE USE AND/OR EXPLOIT THE LICENSOR OWNED IP IN ANY WAY DIRECTLY IN ASSOCIATION WITH ANY OF
THESE RESTRICTED ACTIVITIES, PROVIDED THAT LICENSEE SHALL BE ENTITLED TO RELY UPON
LICENSOR’S SPECIFIC APPROVAL OF THE USE OF THE LICENSOR OWNED IP IN CONNECTION WITH A PARTICULAR
PRODUCT OR SERVICE AS A REPRESENTATION AND WARRANTY FROM LICENSOR THAT SUCH SPECIFIC USE DOES NOT
VIOLATE SUCH RESTRICTIONS.




          Section 9.10 Withholding of Approval Following Buy-Out. In the event that, following
the consummation of the Buy-Out pursuant to Section 6.17, Licensor withholds approval with respect
to the exercise by Licensee of the rights granted hereunder other than in compliance with Section
9.01 above, the parties shall endeavor in good faith to resolve any disagreements with respect to
such request for approval within ten (10) business days following Licensor’s notice to Licensee of
the disapproval. Any such disagreements that have not been resolved at the end of such ten (10)
day period shall be submitted to and determined by an arbitrator mutually acceptable to Licensor
and Licensee within the following thirty (30) days, which shall be the exclusive means for
resolution of such disagreement. The determination of the arbitrator shall be final and binding on
the parties, provided, however, that to the extent the arbitrator conclusively
determines that Licensor’s withholding of approval was in violation of this Agreement, Licensee
shall, in addition to securing the approval that was withheld, be entitled to recover from Licensor
(i) any actual, out-of-pocket costs incurred as a direct result of Licensor’s withholding of the
approval, including the cost of arbitration, and (ii) any other losses incurred by Licensee as a
result of Licensor’s withholding of the approval, including lost profits. Any such arbitration
shall be conducted in New York in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “Rules”). In the event the parties are unable to agree to an
arbitrator, such arbitrator shall be selected in accordance with the Rules.




Article 10

APPROVAL OF MUHAMMAD ALI PROPERTIES




          Section 10.01 Approval of Design of Muhammad Ali Properties. Licensor shall have the
right to approve the design aspects of each Muhammad Ali Property that concern or relate to the use
of any Muhammad Ali Related IP or Artifacts within each Muhammad Ali Property, which approval shall
not be unreasonably withheld. To the extent Licensor’s approval



22









 






is required under this Section 10.01, prior to the commencement of any construction, the
item(s) for which approval is being sought shall be sent to Licensor. Licensee shall not commence
construction of a Muhammad Ali Property or use the respective Muhammad Ali Related IP in such
Muhammad Ali Property until it has received Licensor’s written notice that Licensor has approved
all the aforesaid materials that relate to the use of the Muhammad Ali Related IP and Artifacts
(the “Muhammad Ali Property Materials”). After Licensor has approved the Muhammad Ali
Property Materials in writing, Licensee shall then have the right to use the Muhammad Ali Related
IP in accordance with the Muhammad Ali Property Materials. Licensor’s re-approval shall be
required in connection with any material modifications or alterations in the construction of the
Muhammad Ali Property that affect Licensee’s use of the Muhammad Ali Related IP or Artifacts after
commencement of construction, or modifications to Licensee’s use of the Muhammad Ali Related IP and
Artifacts within each Muhammad Ali Property.




          Section 10.02 Consultation on Overall Design of Each Muhammad Ali Property. Licensee
shall reasonably consult with Licensor regarding concepts for the overall design of any Muhammad
Ali Property and shall make available to Licensor reasonably detailed descriptions, drawings,
blueprints and models (if available) of the design of any Muhammad Ali Property, and such other
items as Licensor may reasonably request in connection therewith (if available). Notwithstanding
the foregoing, other than the use of the Muhammad Ali Related IP as embodied in the design of the
Muhammad Ali Property, all such design elements shall be within the sole control and final approval
of Licensee, subject to the reasonable consultation with Licensor. For example, Licensor shall
have no right to approve the architecture, landscaping, structural, electrical, and/or mechanical
elements of the Muhammad Ali Property including the underground foundation, electrical wiring, duct
work, or structural support, or the layout or design of an element of the Muhammad Ali Property
that does not incorporate any of the Muhammad Ali Related IP or Artifacts (e.g., the design of a
Generic hotel room or Food and Beverage Outlet).




          Section 10.03 Site Inspection. Licensors’ Representatives shall have the right, at
their election, to inspect the construction site of any of the applicable Muhammad Ali Property or
Muhammad Ali Properties from time to time upon reasonable notice to Licensee, provided that
any failure to make any such inspection or make any objections in connection with any inspection
shall not constitute a waiver of any of Licensor’s rights or remedies hereunder.




          Section 10.04 Muhammad Ali-themed Food and Beverage Outlets and Retail Stores Operated by
Licensee. Subject to the approval procedure set forth in Section 10.01, Licensor shall have
the right to approve the theme, name, and all uses of the Muhammad Ali Related IP in connection
with each Muhammad Ali-themed Food and Beverage Outlet (if Licensee is granted such rights during
the Term subject to Section 2.02) and Retail Store operated at any of the Muhammad Ali Properties,
such approval not to be unreasonably withheld.




          Section 10.05 Muhammad Ali-themed Food and Beverage Outlets and Retail Stores Operated by
Third Parties. Subject to Licensor’s prior written consent, which consent shall be solely at
Licensor’s discretion, Licensee may permit a third party to establish solely at a Muhammad Ali
Property a Muhammad Ali-themed Food and Beverage Outlet (if Licensee is


23









 







granted such rights during the Term subject to Section 2.02) or Retail Store co-branded with
third party intellectual property (e.g., a Muhammad Ali-themed Adidas clothing store).




          Section 10.06 Muhammad Ali-themed Food and Beverage Outlets and Retail Stores Operated by
Licensor. If Licensee and Licensor agree to the establishment by Licensor or its Affiliates,
or a business partner of Licensor, of an Muhammad Ali-themed Food and Beverage Outlet, Health Club
or Retail Store at one or more Muhammad Ali Properties, the terms and conditions between Licensor
and Licensee governing the same (including the amount of rent to be paid to Licensee in connection
therewith) shall be negotiated by the parties in good faith on an arms-length basis.




          Section 10.07 Entertainment Attractions. Licensee agrees to consult with Licensor in
good faith on the type of Entertainment Attractions and performers at any of the Muhammad Ali
Properties, provided that Licensee’s decision shall be final with respect to the type of
Entertainment Attractions and performers at each Muhammad Ali Property. Notwithstanding the
foregoing, Licensor shall have the right to approve in advance the placement of any Authorized
Muhammad Ali-themed Entertainment Attraction at any of the Muhammad Ali Properties, which consent
shall not be unreasonably withheld, and Licensor shall use reasonable best efforts to assist
Licensee with obtaining the rights, through contract or license, to perform such Authorized
Muhammad Ali-themed Entertainment Attraction. Licensee acknowledges that it will not establish or
contract with third parties to establish any Entertainment Attraction that will reflect adversely
upon Licensor or the Licensor Owned IP or is in bad taste.




          Section 10.08 General Conditions of Muhammad Ali Properties. Licensee shall cause the
Muhammad Ali Properties and all Food and Beverage Outlets, Entertainment Attractions, and Retail
Stores and other establishments contained within the Muhammad Ali Properties to be maintained in
good condition and working order at all times during the Term hereof (subject to closures for
maintenance or otherwise in the ordinary course of business). Without limiting the generality of
the foregoing, Licensee shall, from time to time, continue to update and upgrade the Muhammad Ali
Properties and the attractions contained therein as Licensee deems necessary in its reasonable
business judgment.




          Section 10.09 Generic Property Elements. Licensee may establish, or contract with
third parties to establish, Generic Food and Beverage Outlets and Retail Stores throughout any of
the Muhammad Ali Properties as provided for in Article 2 hereunder (e.g., ESPN Zone restaurant),
provided that Licensee shall first consult with Licensor in good faith regarding such Food
and Beverage Outlets and Retail Stores and the identification of third parties, provided
further that with respect to the establishment of such Generic Food and Beverage Outlets, and/or
Retail Stores, Licensee’s decision shall be final. Notwithstanding the foregoing, Licensee
acknowledges that it will not establish or contract with third parties to establish any Generic
Food and Beverage Outlet and/or Retail Store that predominantly offers goods and services in
association with any of the activities listed in Exhibit D hereto or otherwise that would
reflect adversely upon Licensor, Muhammad Ali, the Muhammad Ali family, the Muhammad Ali Trust or
the Licensor Owned IP, is in bad taste, or is otherwise inappropriate for sale at any of the
Muhammad Ali Properties (e.g., a pornography store or a liquor store).




24









 








          Section 10.10 Incidental Goods and Services. Notwithstanding any other provision of
this Agreement, the parties acknowledge and agree that the incidental offering of goods or services
cited on Exhibit D by a business located at a Muhammad Ali Property that is not primarily
in the business of offering such goods or services (e.g., the sale of cigarettes at a convenience
store) shall not be a violation of this Agreement.




Article 11

MERCHANDISE APPROVAL AND RIGHTS




          Section 11.01 Submission of Materials. Prior to any sale, marketing, promotion or
distribution of any of the Muhammad Ali Property-themed Merchandise, Licensee at its expense, shall
submit to Licensor all items, including products, product samples, packaging, labeling, point of
sale materials, sales materials, and advertising and marketing materials bearing the Licensor Owned
IP and/or Creations, and if such items are in a foreign language, certification that the
translations of such items are accurate, for Licensor’s advance written approval, in Licensor’s
reasonable discretion, at all stages listed below.




	 	 	 	 	 
	 

	 	Concept
	 	Rough sketches or layout concepts;
	 

	 	Prototype
	 	Prototypes or finished artwork; and
	 

	 	Final
	 	Pre-production sample.






          Section 11.02 Approval Procedures. The following rules shall apply to all stages of
the approval process, including Concept, Prototype, and Final:





     (a) Licensee shall not make any use of, sell, advertise, or distribute any items listed
in Section 11.01, prior to Licensor granting final written approval in accordance with the
provisions of Article 9, which, for the avoidance of doubt, are the following: except as
otherwise expressly provided herein, Licensor shall have ten (10) business days following
receipt (pursuant to the approval notice provisions set forth herein) of any request for
Licensor’s approval hereunder to approve or disapprove the same. In the event Licensor does
not approve or disapprove any such request within such ten (10) business day period,
Licensee may resubmit its request for approval in writing, which resubmitted request shall
be conspicuously marked that it is the “Second Notice”. Licensor shall have ten (10)
business days from Licensor’s receipt of Licensee’s resubmitted request to review and
respond in writing to Licensee’s resubmitted request. If Licensor does not respond in
writing to such resubmitted request within such ten (10) business day period, then such
resubmitted request shall be deemed approved;




     (b) Licensor, in its reasonable discretion, reserves the right to reject an item
approved at a prior stage if in its physical form it does not meet Licensor’s marketing
standards or materially departs from the approved sample;




     (c) In the event of any material modification or change in quality of the items,
whether during the approval process or after final approval has been granted, such items
shall be re-submitted to Licensor for approval;



25









 






     (d) Licensee shall disclose all sources for any artwork not supplied by Licensor or an
employee of Licensee; and




     (e) No facsimile transmissions will be accepted for approval. Notwithstanding the
foregoing, submissions by e-mail will be accepted for approval, provided that
Licensee simultaneously sends Licensor a physical copy of same.



          Section 11.03 No Waivers. Approvals granted by Licensor under this Article 11 shall
extend only to Licensee’s use of the Licensor Owned IP, Creations, or Licensor’s artwork and/or
designs provided to Licensee. The provisions for indemnity under this Agreement and Licensee’s
other obligations shall not be waived by approval of the Muhammad Ali Property-themed Merchandise
by Licensor.




          Section 11.04 Quality Control. All articles of Muhammad Ali Property-themed
Merchandise shall be of good quality (which quality shall be comparable to that of similar goods
manufactured, sold, and distributed by Licensor and/or any of its third party licensees) consistent
with the standing of the Licensor Owned IP, and shall be free of defects in design, materials and
workmanship. Licensee shall manufacture the articles of Muhammad Ali Property-themed Merchandise
in accordance with the approved designs, materials, tolerances of manufacture and assembly, testing
and packaging specifications approved by Licensor.




          Section 11.05 Compliance with Applicable Law. All Muhammad Ali Property-themed
Merchandise shall be manufactured, sold, labeled, packaged, distributed and advertised, and all
elements of the operation of the Muhammad Ali Properties shall be, in accordance with all
applicable laws, regulations and import and export controls in the applicable territory, including
all child-safety laws and regulations in each legal jurisdiction within the applicable territory.




          Section 11.06 Right to Inspect. Licensee agrees to promptly furnish Licensor with the
addresses of Licensee’s production facilities for the Muhammad Ali Property-themed Merchandise and
the names and addresses of each manufacturer, if any, which is producing each item of the Muhammad
Ali Property-themed Merchandise for Licensee. Licensor shall have the right, upon reasonable
notice and during regular business hours, at its own expense to make inspections of any production
facilities where any of the Muhammad Ali Property-themed Merchandise, or any components thereof,
are being manufactured to determine whether Licensee and/or Licensee’s manufacturer is adhering to
the requirements of this Agreement relating to the nature and quality of the Muhammad Ali
Property-themed Merchandise and the use of the Licensor Owned IP in connection therewith.




          Section 11.07 Seconds and Disposals. Licensee shall not sell, market, distribute or
use for any purpose any Muhammad Ali Property-themed Merchandise or promotional, advertising and
packaging material relating to the Muhammad Ali Property-themed Merchandise which are Seconds.
Licensee shall destroy such Seconds unless Licensor, in its sole discretion, provides Licensee with
express written instructions to otherwise dispose of such Seconds. All products, product samples,
packaging, labeling, point of sale, sales materials and advertising bearing Licensor Owned IP
produced by Licensee which are not suitable for use or sale pursuant to this Agreement shall be
promptly destroyed.




26









 








     Section 11.08 Labeling Requirements. Licensee shall cause to appear on all Muhammad
Ali Property-themed Merchandise produced hereunder and on their tags, packaging, advertising and
promotional materials such brand names, legends, markings and legal notices as Licensor may request
from time to time, including trademark and copyright notices. Licensee shall place its own name or
identifying mark, including where applicable, the Licensee Owned IP, on the Muhammad Ali
Property-themed Merchandise or on their packaging in an inconspicuous manner so that Licensor can
readily identify the source of the Muhammad Ali Property-themed Merchandise. At Licensor’s written
request, Licensee shall include a security identification element (such as a hologram available
from OpSec) on all Muhammad Ali Property-themed Merchandise and/or its packaging. Before using or
releasing any such material, Licensee shall submit to Licensor, for its approval, finished artwork
for Muhammad Ali Property-themed Merchandise, tags, labels, packaging, and advertising and
promotional materials embodying the labeling requirements specified herein which shall not be used
or released prior to Licensee’s receipt of Licensor’s prior written approval as specified in this
Article 11. Without limiting the generality of the foregoing, until such time as Licensor
otherwise directs Licensee, the following legends shall appear at least once on each item of
Muhammad Ali Property-themed Merchandise including all packaging and promotional materials:




“MUHAMMAD ALI [or other Marks utilized] are trademarks of Muhammad Ali Enterprises LLC ©
Muhammad Ali Enterprises LLC”




Any Muhammad Ali Property-themed Merchandise that incorporates a Joint Logo and Name shall
also include a legal notice of Licensee with respect to Licensee’s trademarks incorporated
in the Joint Logo and Name. For example, for “FX Luxury Muhammad Ali Hotel”:




“MUHAMMAD ALI is a trademark of Muhammad Ali Enterprises LLC, FX LUXURY is a trademark of FX
Luxury Real Estate LLC.”



          Section 11.09 Manufacturer’s Agreement. Licensee shall not contract with any
manufacturer without Licensor’s authorization. In the event that Licensee desires to have a
manufacturer produce one or more articles of Muhammad Ali Property-themed Merchandise, Licensee
shall provide Licensor with the name, address, telephone number and name of the principal contact
of the proposed manufacturer. Licensor must approve any manufacturer, and the manufacturer must
execute in duplicate original an agreement identical to the attached Exhibit E
(“Manufacturer’s Agreement”) prior to use of the Licensor Owned IP. Licensee shall deliver
the original copies of the Manufacturer’s Agreement signed by Licensee and the proposed
manufacturer to Licensor, and Licensee shall obtain Licensor’s signature on the Manufacturer’s
Agreements before the manufacture of the Muhammad Ali Property-themed Merchandise. Licensor shall
advise Licensee of its approval or disapproval of any such manufacturer within ten (10) business
days of Licensor’s receipt of the Manufacturer’s Agreement. Failure to respond within such ten
(10) business day period shall be deemed approval. In addition, Licensee shall remain fully
responsible for ensuring that the products are manufactured in accordance with the terms herein,
including approval, and the Licensee shall take the steps necessary to ensure that the
manufacturer: (i) produces the product only as and when directed by Licensee; (ii) does not
distribute, sell or supply the Muhammad Ali


27









 







Property-themed Merchandise to any person or entity other than Licensee; and (iii) does not
delegate in any manner whatsoever its obligations with respect to the Muhammad Ali Property-themed
Merchandise. Licensor hereby reserves the right to terminate, in its reasonable discretion, the
engagement of any manufacturer for good cause at any time.




          Section 11.10 Generic Merchandise. Licensor shall not have the right to pre-approve
Generic Merchandise sold at any of the Muhammad Ali Properties. However, if at any time after an
item of Generic Merchandise is placed on sale at any of the Muhammad Ali Properties, Licensor,
after inspecting the same, determines, in good faith and in the exercise of its best business
judgment, that such item either reflects adversely upon Licensor or the Licensor Owned IP, or is in
bad taste, it may notify Licensee to such effect in writing and Licensee shall cease further sales
of such item of Generic Merchandise at all of the Muhammad Ali Properties on or after the earlier
of (A) one hundred and twenty (120) days after Licensee’s receipt of such notice, or (B) the date
on which Licensee sells such last piece of such Generic Merchandise in stock on the day Licensee
receives such notice.




          Section 11.11 Licensed Muhammad Ali Merchandise. Licensee shall have the right to
sell at retail on the grounds of the Muhammad Ali Properties (i.e., not on any of the Websites)
Muhammad Ali-related merchandise, books, artwork or videos, including films or documentaries
currently licensed, authorized, or otherwise approved by Licensor (“Licensed Muhammad Ali
Merchandise”). Licensee shall not be permitted to sell any merchandise, books, artwork, or
videos related to Muhammad Ali that are not authorized or approved in advance by Licensor,
including merchandise incorporating any of the Muhammad Ali Related IP which is (i) bootleg, or
(ii) permitted under applicable law but not approved for sale in advance by Licensor at any of the
Muhammad Ali Properties (e.g., unauthorized artistic works, books, documentaries). Licensee shall
not purchase any Muhammad Ali-related merchandise from any third party other than those designated
by Licensor. To the extent it has the ability to do so, Licensor shall use reasonable best efforts
to get its third party licensees to sell Licensed Muhammad Ali Merchandise to Licensee on terms at
least as good as those given by such third party licensee to any of its customers (including
Licensor) such that the Licensee can purchase the Licensed Muhammad Ali Merchandise from the third
party licensee at a price never to exceed the lowest price offered to any other customer (including
Licensor) of the third party licensee and on such other terms that are as good as the most
favorable terms given to any other customers of the third party licensee.




          Section 11.12 Supplies to Licensor. Licensee agrees to sell to Licensor the Muhammad
Ali Property-themed Merchandise in such quantities as Licensor may need in connection with its
wholesale and retail activities. All sales by Licensee to Licensor of Muhammad Ali Property-themed
Merchandise shall be at the lowest wholesale price. Licensee shall have no obligation to pay to
Licensor any royalties with respect to such sales.




          Section 11.13 Free Samples. Every calendar year, Licensee shall provide to Licensor,
at no cost to Licensor, one hundred (100) promotional items of each article of Muhammad Ali
Property-themed Merchandise, except for items retailing at fifty dollars ($50.00) or more, in which
case Licensee shall provide ten (10) items of such Muhammad Ali Property-themed Merchandise. Such
merchandise shall not be included in the computation of Gross Revenues under this Agreement.





28











 





Article 12

OTHER APPROVAL RIGHTS




          Section 12.01 Advertisements. The form and content of all advertisements (print,
television, radio, cinema, Internet), press releases, and other marketing, publicity and
promotional materials that utilize any of the Licensor Owned IP, including the form and content of
all Websites concerning any of the Muhammad Ali Properties, shall be subject to Licensor’s prior
written approval, which approval shall not be unreasonably withheld. All advertisements, press
releases, or other marketing, publicity, or promotional materials that utilize the Licensor Owned
IP (“Publicity Materials”) proposed to be used by Licensee shall be submitted to Licensor
together with all copy and/or storyboards, a detailed description of the intended use of such
materials, and a description of the specific media in which such materials will be used. Licensor
shall have the right to approve the Publicity Materials, such approvals not to be unreasonably
withheld. Once Publicity Materials have been approved by Licensor hereunder, Licensee may continue
to use such approved Publicity Materials without securing further approvals from Licensor.




          Section 12.02 Publications and Promotions. Licensee shall not advertise any of the
Muhammad Ali Properties in any publication or communications medium that is reasonably likely to
damage the goodwill of the Licensor Owned IP in any way nor shall the Licensor Owned IP be used in
any illegal, vulgar, obscene, immoral, unsavory or offensive manner, including in connection with
or relating to the promotion, sale and/or association with any of the activities listed in
Exhibit D hereto. Licensee shall obtain, at its sole cost and expense, all third party
consents and approvals necessary in connection with advertising and promotional activities that
Licensor does authorize. Licensee acknowledges that Licensor’s approval of Publicity Materials for
such advertising will not constitute or imply a representation or belief by Licensor that such
Publicity Materials comply with any applicable laws or regulations.




          Section 12.03 Approval of New Trademarks and Logos. Licensor shall have the right to
approve any and all new trademarks and logos incorporating any of the Licensor Owned IP to be used
at any of the Muhammad Ali Properties, which approval shall not be unreasonably withheld (including
on Muhammad Ali Property-themed Merchandise, in any Publicity Materials, or as the name of, or
incorporated in any Muhammad Ali Property). If Licensor approves such new trademark or logo, then
Licensee shall have the right to use such new trademark or logo strictly in the form approved by
Licensor; provided, however, that Licensor’s
approval of such new trademark or logo shall not constitute any other approval required
hereunder.




          Section 12.04 Sponsored Activities. Licensor shall have the right to approve any and
all other activities officially sponsored or endorsed by Licensee at any of the Muhammad Ali
Properties that relate to Muhammad Ali (e.g., a Licensee-sponsored or endorsed lecture about
Muhammad Ali’s life, Parkinson’s disease charity event, but not a boxing match that is not Muhammad
Ali-themed). Licensee shall deliver to Licensor, for Licensor’s approval, a detailed description
of any such intended activities, services, or products and any other materials reasonably requested
by Licensor in connection therewith. In the event Licensor approves the material delivered to
Licensor in respect of any particular activity, service or product, then Licensee shall use its
reasonable best efforts to cause such activity, service or product, to be




29









 




constructed, operated
and/or implemented, as applicable, substantially in accordance with the materials approved by
Licensor.




          Section 12.05 Other Activities. The following activities at any of the Muhammad Ali
Properties shall require Licensor’s prior written consent:





     (a) Any sponsorships, co-branding opportunities, or commercial tie-ins of any products
or services utilizing in any way the Muhammad Ali Related IP, or any part thereof, and/or
the name of the Muhammad Ali Properties; and




     (b) Any use of the premises of any of the Muhammad Ali Properties for the filming or
taping of any theatrical motion picture, video or television program (other than a strictly
“news” shows such as a local news telecast or infotainment show such as Entertainment
Tonight).



Article 13

OTHER LIMITATIONS




          Section 13.01 Acquisition of Artifacts. Licensee shall be prohibited from purchasing
or acquiring any and all memorabilia, artifacts and personal effects relating, directly or
indirectly, to Muhammad Ali without Licensor’s prior consent.




          Section 13.02 Acquisition of Other Muhammad Ali Materials. Licensee shall be
prohibited from purchasing or acquiring any intellectual property relating, directly or indirectly
to Muhammad Ali, including his personal or professional career or activities (e.g., interests in
photographs, audiovisual materials, etc.) without Licensor’s prior consent.




          Section 13.03 No Family Contact. Licensee shall not contact or enter into any
agreements (including promotional agreements, appearance agreements and consulting agreements) with
any members of Muhammad Ali’s family without Licensor’s prior written consent, such consent to be
at Licensor’s sole discretion.




Article 14

MUHAMMAD ALI EXPERIENCES




          Section 14.01 Right of First Refusal. If at any time during the Term, Licensor
desires to create a Muhammad Ali Experience, Licensee shall have a right to participate in such
Muhammad Ali Experience on the terms set forth in Section 14.02. If Licensee requests that
Licensor create a Muhammad Ali Experience at a property owned by Licensee, then Licensor shall use
reasonable best efforts to create such a Muhammad Ali Experience pursuant to the terms of this
Article 14.




          Section 14.02 Creation of Muhammad Ali Experiences. If during the Term Licensor
desires to create a Muhammad Ali Experience, Licensor shall first notify Licensee of its desire to
create such Muhammad Ali Experience, and provide to Licensee information relating to the site,
location, design, construction, creation, production, presentation, budget, projections and




30









 







financing of such Muhammad Ali Experience (the “Material Terms”), and Licensee shall have
thirty (30) days upon receipt of such notice (the “ROFR Period”) to consider the Material
Terms and inform Licensor in writing whether it desires to provide and construct the premises or
venue at which such Muhammad Ali Experience will be made available to the general public (together
with capital contributions by Licensee therefor). Upon Licensee’s notification that it wishes to
participate and invest in such Muhammad Ali Experience, the parties shall promptly work exclusively
together in good faith to execute, within thirty (30) days following the end of the ROFR Period, an
appropriate participation agreement providing, in part, that (i) Licensor shall bear the initial
production costs (until opening) of such Muhammad Ali Experience, (ii) Licensee shall provide and
construct the premises or venue for the public presentation of such Muhammad Ali Experience and
shall be entitled to a rental payment to be negotiated by the parties in good faith, and (iii) each
of Licensor and Licensee shall own and share in fifty percent (50%) of the profits and losses of
such Muhammad Ali Experience, provided, however, that in calculating such profits
and losses (x) Licensor shall not recoup any of the initial production costs (until opening) borne
by Licensor under clause (i) above, and (y) other than through rent payments, Licensee shall not
recoup any of the costs to Licensee of providing and constructing the premises or venue.




          Section 14.03 Declined Muhammad Ali Experiences. If after thirty (30) days following
the end of the ROFR Period the parties have not entered into a participation agreement providing
for their co-participation and co-investment in the Muhammad Ali Experience, or Licensee elects not
to participate with Licensor (a “Declined Muhammad Ali Experience”), then Licensor shall be
free to pursue the creation of such Declined Muhammad Ali Experience with any other Person without
any further obligation to Licensee with respect to such Declined Muhammad Ali Experience, including
with respect to the location of such Muhammad Ali Experience. If Licensor seeks to create a
Declined Muhammad Ali Experience through collaboration with a third party, if the financial
Material Terms of the Muhammad Ali Experience increase or decrease by fifteen (15%) or more during
the ROFR Period, Licensor shall be required to advise Licensee of such change, in which case
Licensee shall have an additional thirty (30) days in which to consider the changed Material Terms
and inform Licensor of its determination as to whether or not it wishes to participate and invest
in such Muhammad Ali Experience.




          Section 14.04 No Royalties. For clarification purposes, gross revenues derived from
Muhammad Ali Experiences shall not be included in the computation of Gross Revenues for purposes of
determining royalties payable to Licensor under Article 6.




Article 15

OWNERSHIP OF RIGHTS




          Section 15.01 Ownership. Licensee acknowledges that, as between Licensee, on the one
hand, and Licensor, on the other, Licensor is the sole and exclusive owner, to the extent Licensor
may own such rights under applicable law, of all right, title and interest in and to the Licensor
Owned IP in any form or embodiment thereof. Nothing contained in this Agreement shall be construed
as an assignment to Licensee of any right, title or interest in or to the Licensor Owned IP, it
being understood and agreed that, except with respect to the rights specifically licensed to




31









 




Licensee hereunder, all right, title and interest in and to the Licensor Owned IP is hereby
expressly reserved by Licensor.




          Section 15.02 Licensee Limitations. Licensee shall not use Licensor’s name or any
Muhammad Ali Related IP other than as specifically permitted hereunder. Licensor agrees that in
using the Licensor Owned IP, it will in no way represent that it has any right, title or interest
in or to the Licensor Owned IP other than as expressly granted under the terms of this Agreement.
Uses of the Licensor Owned IP by Licensee shall be deemed to have been made by Licensor for
purposes of registration of the Licensor Owned IP, in whole or in part, and all uses of the
Licensor Owned IP by Licensee shall inure to the benefit of Licensor. In the event that any rights
in and to the Licensor Owned IP are deemed to accrue to Licensee, Licensee does hereby irrevocably
and in perpetuity assign all worldwide right, title and interest in and to the same to Licensor and
shall, upon request, confirm such assignment in writing. Licensee agrees that it will, at any time
both during the Term and thereafter, execute such documents, as Licensee may deem necessary or
desirable for effecting the provisions of this Section 15.02.




          Section 15.03 Ownership of Creations. Ownership of all Creations shall be in the name
of Licensor and owned solely by Licensor who shall be entitled to use and license others to use
such Creations subject to the provisions of this Agreement. All Creations created by Licensee or
any of its employees or agents which qualify as a “work-made-for-hire” under applicable copyright
laws in the applicable territory shall be a “work-made-for-hire” owned by Licensor. In such event,
Licensee warrants and represents to Licensor that any employees referred to in the preceding
sentence are true employees of Licensee. If any Creation is made by a third party for or on behalf
of Licensee or any of its employees, Licensee shall obtain an assignment to Licensor from such
third party of all intellectual property rights in and to such Creation using the form of Artwork
Assignment Agreement attached hereto as Exhibit F, and Licensee shall provide true and
correct copies of such documentation to Licensor. In the event any Creation is not deemed a
“work-made-for-hire” under applicable copyright law in the relevant jurisdiction, or if title to
any Creation does not, by operation of law, vest in Licensor, Licensee hereby irrevocably and in
perpetuity transfers and assigns to Licensor all worldwide right, title and interest in and to any
Creation (including all copyright rights and intellectual property rights thereto). Licensee
agrees that it will, at any time both during the Term and thereafter, execute such documents, as
Licensor may deem necessary or desirable for effecting the provisions of this Section 15.03.




          Section 15.04 Goodwill and Promotional Value. Licensee recognizes the value of the
goodwill associated with the Licensor Owned IP and acknowledges that the Licensor Owned IP and all
rights therein and the goodwill pertaining thereto, belong exclusively to Licensor. Licensee
further recognizes and acknowledges that the Licensor Owned IP has acquired secondary meaning in
the mind of the public. Licensee shall not at any time challenge or otherwise contest the title or
any rights of Licensor to the Licensor Owned IP or the validity of the license being granted, or
otherwise do or cause to be done any act or thing which would in any way adversely affect any
rights of Licensor in and to the Licensor Owned IP or any registrations thereof or which, directly
or indirectly, would reduce the value of the Licensor Owned IP or detract from the reputation of
the Licensor Owned IP or threaten to injure the image or reputation of Licensor or the Licensor
Owned IP.




32









 





          Section 15.05 Irreparable Injury. Licensee acknowledges that a material breach by
Licensee of its obligations under this Agreement will result in immediate and irreparable damages
to Licensor, and that Licensor will have no adequate remedy at law in respect thereof.
Accordingly, Licensee agrees that if Licensee materially breaches any of its obligations hereunder,
then in addition to all other rights or remedies, Licensor shall be entitled to injunctive relief
against any such breach as well as such other relief as any court with jurisdiction may deem just
and proper.




Article 16

INTELLECTUAL PROPERTY PROTECTION AND INFRINGEMENT




          Section 16.01 Intellectual Property Protection. Licensor has the right, but not the
obligation (except for the obligations under Section 3.02), to obtain at its own cost, appropriate
trademark, patent, copyright, and other intellectual property protection on the Licensor Owned IP.
Licensee agrees that it shall not at any time apply for any copyright, trademark, or patent
protection which would affect Licensor’s ownership of any rights in the Licensor Owned IP, file any
applications for registration of any Joint Name and Logo or any trademarks containing any Licensor
Owned IP, or derivatives thereof, or file any documents with any governmental agency or take any
other action which could affect Licensor’s ownership of the Licensor Owned IP, or aid or abet
anyone else in doing so, without Licensor’s prior consent.




          Section 16.02 Cooperation. Licensee shall assist Licensor at Licensor’s expense, to
the extent necessary in Licensor’s reasonable opinion, in procuring, protecting and defending any
of Licensor’s rights in the Licensor Owned IP, in the filing and prosecution of any trademark
application, copyright application or other applications for the Licensor Owned IP, the recording
of this Agreement, and the publication of any notices or the doing of any other act or acts with
respect to the Licensor Owned IP, including procuring evidence, giving testimony and cooperating
with Licensor as may reasonably be required, and assisting Licensor with the prevention of the use
thereof by an unauthorized person, firm or corporation, that in the judgment of Licensor may be
necessary or desirable. For these purposes, Licensee shall supply to Licensor, free of cost to
Licensor, such samples, containers, labels and similar materials as may reasonably be required in
connection with any such actions.




Article 17

INFRINGEMENT




          Section 17.01 Notice of Infringement. Licensee shall notify Licensor in writing of
any material infringements, misappropriations, or other violations by third parties in respect of
the Licensor Owned IP, the Muhammad Ali Property-themed Merchandise, or any other materials
exploited or rights granted hereunder promptly upon Licensee becoming aware of such infringement,
misappropriation, or other violation.




          Section 17.02 General Infringements. With respect to the enforcement by Licensor of
any Licensor Owned IP separate and distinct from the rights granted to Licensee in connection with
the design, construction, operation and/or promotion of Muhammad Ali-themed Lodging Properties (a
“General Infringement”), Licensor shall have the sole and exclusive right





33









 







to determine
whether or not any action shall be taken on account of any such infringement, misappropriations or
other violation. Licensor, if it so desires, may commence or prosecute any claims or suits in its
own name, or with the prior written consent of Licensee (which consent shall not be unreasonably
withheld), in the name of Licensee or, with the prior consent of Licensee (which consent shall not
be unreasonably withheld), join Licensee as a party thereto. Licensor shall act in good faith, use
its reasonable business judgment, and consult with Licensee in determining whether to prosecute a
General Infringement of which Licensee has notified Licensor or which otherwise effects any rights
granted to Licensee hereunder, taking into account the nature of the infringed rights, the
geography of the infringement, Licensor’s and Licensee’s business interest in the rights being
infringed and the jurisdiction of the infringement, and such other factors as determined by
Licensor. Licensee agrees not to contact the third party, not to make any demands or claims, not
to institute any suit nor take any other action on account of such infringements, misappropriations
or other violations without first obtaining the prior express written consent of Licensor. With
respect to all claims and suits relating to a General Infringement in which Licensor is a party or
otherwise participates, Licensor shall have the sole right to designate counsel of its choice and
to control the litigation and any settlement thereof, and Licensor shall be entitled to receive and
retain all amounts awarded as damages, profits or otherwise and all settlement proceeds, in
connection with such suits.



          Section 17.03 Muhammad Ali Lodging Properties Infringements. With respect to the
enforcement by Licensor of any Licensor Owned IP related to the rights granted to Licensee in
connection with the design, construction, operation and/or promotion of Muhammad Ali-themed Lodging
Properties (“Muhammad Ali Lodging Properties Infringements”). Licensor, if it so desires,
may commence or prosecute any claims or suits in its own name, or with the prior written consent of
Licensee (which consent shall not be unreasonably withheld), in the name of Licensee or, with the
prior consent of Licensee (which consent shall not be unreasonably withheld), join Licensee as a
party thereto. Licensor agrees to act in good faith, use its reasonable business judgment, and
consult with Licensee in determining whether to prosecute an Muhammad Ali Lodging Properties
Infringement, taking into account the nature of the infringed rights, the geography of the
infringement, Licensor’s and Licensee’s business interest in the rights being infringed and the
jurisdiction of the infringement, and such other factors as determined by Licensor or identified by
Licensee. Licensor may oppose taking action against a Muhammad Ali Lodging Properties Infringement
if Licensor determines in good faith and reasonably demonstrates to Licensee that such action could
create a substantial business risk
affecting the ownership rights of Licensor in and to the Licensor Owned IP. Licensee
acknowledges that Licensor shall have no obligation to prosecute infringement actions if it so
determines and makes such demonstration in accordance with the foregoing. In the event of a
disagreement as to whether to prosecute an Muhammad Ali Lodging Properties Infringement, senior
members of the management of each party shall meet within five (5) days of a written request by
either party to discuss the issue in good faith, provided that Licensor’s presumption shall
be used as a basis for determining whether to take action against a Muhammad Ali Lodging Properties
Infringement, unless Licensee overcomes such presumption with clear and convincing evidence to the
contrary. With respect to all other Muhammad Ali Lodging Properties Infringements, if Licensor
does not take action within thirty (30) days of being notified by Licensor, Licensee may take
action at its own expense and Licensor shall reasonably cooperate with Licensee in connection
therewith. All costs and expenses, including attorney’s fees, incurred in connection with any suit
instituted by Licensee, shall be borne solely by Licensee.




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All amounts awarded as damages,
profits, or otherwise, and all settlement proceeds of any action by Licensee in which Licensor is
not a party shall be retained by Licensee.




Article 18

LICENSEE WARRANTIES AND INDEMNIFICATION




          Section 18.01 Licensee Representations and Warranties. Licensee represents,
warrants, and agrees that:





     (a) Licensee has the legal right, power and authority to enter into this Agreement and
perform in accordance with the terms of this Agreement;




     (b) No materials, ideas or other properties (other than Licensor Owned IP) embodied in,
or used in connection with, any Muhammad Ali Property, Muhammad Ali Property-themed
Merchandise, or other products, services or activities permitted hereunder will violate or
infringe upon any U.S. Federal or state, foreign, or supranational legislation or common
law right of any individual or entity, including contractual rights, copyrights, trademarks,
and rights of privacy and publicity;




     (c) Licensee shall not use or grant any right to any third party to use the Licensor
Owned IP in any manner other than as expressly permitted under this Agreement;




     (d) Licensee shall materially comply with all the provisions of applicable trademark,
copyright and privacy and publicity rights laws;




     (e) Licensee shall comply with all applicable U.S. Federal or state, foreign, or
supranational legislation or common law, local statutes, ordinances and other applicable
laws affecting or otherwise applicable to the construction, establishment, and operation of
the Muhammad Ali Properties and all products sold, services rendered, and activities at or
in connection with the Muhammad Ali Properties, including health and safety laws, building
codes, licensing requirements, zoning laws, and employment and labor laws;




     (f) All Royalty Reports shall be accurate and complete;




     (g) All Muhammad Ali Property-themed Merchandise shall be free from defects,
merchantable, fit for its intended use, materially conform to samples which received final
approval, comply with all legally applicable treaties, laws, regulations, standards and
guidelines including, but not limited to, health, product safety and labeling, and that
Licensee shall have received the necessary approvals and certification(s) throughout the
applicable territory;




     (h) Licensee is solvent within the meaning of the bankruptcy laws of California, and
has not ceased to pay its debts in the ordinary course of business;




     (i) Neither Licensee nor any Licensee Related Party shall take any action (including,
by granting any third party any right or license) that could reasonably be



35









 






expected to
associate Muhammad Ali, Licensor or any of its Affiliates, the Muhammad Ali Properties, or
any Muhammad Ali Related IP with any activity, product or service set forth on
Exhibit D hereto; and




     (j) Licensee hereby agrees to be bound by the encumbrances, obligations and
restrictions contained in the MAC Agreement that are applicable to Licensor, its Affiliates
and their respective predecessors.



          Section 18.02 Licensee Indemnification. Licensee shall defend, indemnify and hold
harmless Licensor and its Affiliates (collectively, “Licensor Indemnified Parties”) from
any lawsuit, legal proceeding, action, claim, cause of action, or demand, including reasonable
attorney’s fees and court costs (collectively, “Claims”) arising out of or connection with:





     (a) Any and all activities engaged in, or services provided, by Licensee or any
Affiliates arising in connection with any activities undertaken in connection with any of
the Muhammad Ali Properties;




     (b) The Muhammad Ali Property-themed Merchandise, the promotional, advertising or
packaging materials relating to such Muhammad Ali Property-themed Merchandise, any alleged
defect in such Muhammad Ali Property-themed Merchandise, or the use or condition thereof,
and Licensee’s methods of manufacturing, marketing, selling or distributing the Muhammad Ali
Property-themed Merchandise;




     (c) Licensee’s use of the Muhammad Ali Related IP not in accordance with the terms and
conditions of this Agreement;




     (d) Any alleged violation, infringement, unauthorized use or misappropriation of any
intellectual property of any third parties arising under or in conjunction with the
activities undertaken or services provided at any of the Muhammad Ali Properties; and




     (e) Any breach or violation of any warranty, representation, term or condition of this
Agreement by Licensee, any Licensee Related Party or any manufacturer.



          Section 18.03 Licensee Limitations. The indemnification by Licensee hereunder shall
include all damages, interest payments, reasonable attorney’s fees, costs and expenses which may be
levied against or incurred by the Licensor Indemnified Parties, including costs of
collection of all amounts owed to Licensor by Licensee and costs of all actions by Licensor
against Licensee to enforce Licensee’s compliance with this Agreement. This obligation to
indemnify and hold harmless Licensor Indemnified Parties shall not apply to any Claim which is
solely due to the negligence or wrongful acts of the Licensor Indemnified Parties or any Claim
based on an allegation that an approved use by Licensee of the Licensor Owned IP infringes the
intellectual property rights or otherwise violates the rights of any third party. Compliance by
Licensee with the insurance provision of this Agreement shall not relieve Licensee from liability
under this indemnity provision except that Licensee’s obligations with respect to any Claim for
loss of or damage to an Artifact shall be limited to the greater of (i) the value of such Artifact
as identified by Licensor on delivery thereof to Licensee, or (ii) the actual insured value of such
Artifact.




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          Section 18.04 Licensee Control. Licensee shall assume control of the defense and/or
settlement of each Claim with counsel of Licensee’s choice, which counsel must be reasonably
acceptable to Licensor, provided that if Licensee fails to assume control of the defense of
a Claim after fifteen (15) days notice to Licensee by Licensor, Licensor shall assume control of
the defense of the Claim at Licensee’s sole cost and expense, and Licensee shall be bound by the
results obtained by Licensor.




          Section 18.05 Licensor Participation. If Licensee assumes control of the defense of a
Claim, Licensor shall have the right to participate in the defense at Licensor’s own cost and
expense. Licensee shall not settle any Claim in respect of which indemnity may be sought
hereunder, whether or not any Licensor Indemnified Party is an actual or potential party to such
Claim, action or proceeding without Licensor’s prior written consent, which consent shall be at the
sole discretion of Licensor; it being expected that such consent would not be withheld with respect
to any proposed settlement (i) in which all plaintiffs or claimants affirmatively and
unconditionally absolve and release each Licensor Indemnified Party from any responsibility or
liability with respect thereto and the subject matter thereof, (ii) which does not impose any
actual or potential liability upon any Licensor Indemnified Party and (iii) which does not contain
or imply a factual admission by or with respect to any Licensor Indemnified Party or any adverse
statement or implication with respect to the character, professionalism, due care, loyalty,
expertise, or reputation of any Indemnified Party or any action or inaction by any Licensor
Indemnified Party.




          Section 18.06 Cooperation. Each Licensor Indemnified Party shall cooperate fully with
Licensee in the defense of any Claims covered under Section 18.02 at Licensee’s sole cost and
expense. The Licensor Indemnified Party shall give notice to Licensee within fifteen (15) business
days after learning of such Claim, but failure to do so in such time period shall only relieve
Licensee of its obligations to indemnify to the extent such delay actually prejudices the Licensor
Indemnified Party.




Article 19

LICENSOR WARRANTIES AND INDEMNIFICATION




          Section 19.01 Licensor Representations and Warranties. Licensor represents, warrants,
and agrees that:





     (a) Licensor has the legal right, power and authority to enter into this Agreement and
perform in accordance with the terms of this Agreement;




     (b) Licensor owns or has the right to license to Licensee in accordance with this
Agreement (i) the Muhammad Ali Identification Elements, and (ii) the Photos, in each case to
the extent protectable by applicable law;




     (c) Licensor has delivered to Licensee a true and complete list of all trademark
registrations and applications included in the Licensor Owned IP, and Licensor owns or has
the right to license to Licensee such registered trademarks in accordance with this
Agreement. The trademark registrations and applications are subsisting and have not been
adjudged invalid or unenforceable as of the Effective Date;



37









 






     (d) The use by Licensee of the Muhammad Ali Identification Elements, and the Mark
MUHAMMAD ALI in the United States in connection with Muhammad Ali-themed Lodging Properties
in accordance with this agreement does not and shall not infringe or violate the
intellectual property rights of the Licensor, any of its Affiliates, or any third party;




     (e) The rights granted to Licensee hereunder with respect to the Licensor Owned IP are
sufficient to enable Licensee to develop and operate Muhammad Ali Properties in the United
States;




     (f) In exercising Licensor’s approval rights hereunder, Licensor is not required to
obtain the consent or approval of any member of Muhammad Ali’s family;




     (g) There are no actions, suits, legal proceedings or formal investigations pending, or
to the knowledge of Licensor, threatened, against or affecting Licensor before any court,
arbitrator or administrative or governmental body that would or are reasonably likely to
materially adversely impact the rights granted to Licensee hereunder; and




     (h) There are no pending or existing adverse orders, judgments, legal proceedings,
formal investigations, or written claims, or, to the knowledge of Licensor, restrictions or
encumbrances regarding or relating to the use of the Licensor Owned IP that would or are
reasonably likely to materially adversely impact the rights granted to Licensee hereunder.



          Section 19.02 Licensor Indemnification. Licensor shall defend, indemnify and hold
harmless Licensee, its parent, affiliates, officers, directors, employees and agents (collectively,
“Licensee Indemnified Parties”) from any Claims arising out of or connection with: (i) any
breach or violation of any representation or warranty by Licensor or any of its Affiliates; or
(ii) any breach or violation of any law or regulation by Licensor or any of its Affiliates; or
(iii) any breach by Licensor of any contractual obligation of Licensor to its Affiliates or to a
third parties.




          Section 19.03 Licensor Limitations. Licensor’s indemnification hereunder shall
include all damages, interest payments, reasonable attorney’s fees, costs and expenses which may be
levied against or incurred by the Licensee Indemnified Parties, including costs of collection of
all amounts owed to Licensee by Licensor and costs of all actions by Licensee against Licensor to
enforce Licensor’s compliance with this Agreement. This obligation to indemnify and hold harmless
Licensee Indemnified Parties shall not apply to any Claim which is solely due to the negligence or
wrongful acts of the Indemnified Parties.




          Section 19.04 Control. Licensor shall assume control of the defense and/or settlement
of each Claim with counsel of Licensor’s choice, which counsel must be reasonably acceptable to
Licensee, provided that if Licensor fails to assume control of the defense of a Claim after
fifteen (15) days notice to Licensee by Licensor, Licensee shall assume control of the defense of
the Claim at Licensor’s sole cost and expense, and Licensor shall be bound by the results obtained
by Licensee.




38









 





          Section 19.05 Licensee Participation. If Licensor assumes control of the defense of a
Claim, Licensee shall have the right to participate in the defense at Licensee’s own cost and
expense. Licensor shall not settle any Claim in respect of which indemnity may be sought
hereunder, whether or not any Licensee Indemnified Party is an actual or potential party to such
Claim, action or proceeding without Licensee’s prior written consent, which consent shall be at the
sole discretion of Licensee; it being expected that such consent would not be withheld with respect
to any proposed settlement (i) in which all plaintiffs or claimants affirmatively and
unconditionally absolve and release each Licensee Indemnified Party from any responsibility or
liability with respect thereto and the subject matter thereof, (ii) which does not impose any
actual or potential liability upon any Licensee Indemnified Party and (iii) which does not contain
or imply a factual admission by or with respect to any Licensee Indemnified Party or any adverse
statement or implication with respect to the character, professionalism, due care, loyalty,
expertise, or reputation of any Indemnified Party or any action or inaction by any Licensee
Indemnified Party.




          Section 19.06 Cooperation. Each Licensee Indemnified Party shall cooperate fully with
Licensor in the defense of any Claims covered under Section 19.02 at Licensor’s sole cost and
expense. The Licensee Indemnified Party shall give notice to Licensor within fifteen (15) business
days after learning of such Claim, but failure to do so in such time period shall only relieve
Licensor of its obligations to indemnify to the extent such delay actually prejudices the Licensee
Indemnified Party.




Article 20

INSURANCE




          Section 20.01 Insurance Generally. Licensee shall throughout the Term of this
Agreement, obtain and maintain throughout the Term hereof at its own expense from a qualified AA or
higher rated insurance company licensed to do business in the State of California, with a
rating of no less than A-IX by A M Best’s all customary insurance in respect of the activities
to be engaged in hereunder, including general liability insurance, products liability insurance,
errors and omissions insurance, worker’s compensation insurance, and all other customary insurance
required by Licensor hereunder.  The form and amount of coverage for each insurance policy shall be
subject to Licensor’s written approval and shall comply with the requirements of all applicable
laws, and each such insurance policy shall name Licensor as an additional insured  (except Worker’s
Compensation and Errors and Omissions policies ) .  Without limiting the generality of the
foregoing, in no event shall the amount of coverage for the following types insurance be less than
the applicable amounts specified below: 





	 	1.	 	Commercial General Liability Insurance for limits of
$1,000,000 per occurrence Bodily Injury and Property Damage Combined,
$1,000,000 per occurrence Personal & Advertising Injury, $2,000,000
aggregate Products and Completed Operations Liability, $100,000 Fire
Legal Liability and $2,000,000 General Aggregate limit per location.
The policy shall be written on an occurrence basis with no deductible.





39









 





	 	2.	 	Policy shall be endorsed to name Muhammad Ali
Enterprises LLC as “additional insured”. Definition of Additional
Insured shall include all Partners, Officers, Directors, Employees and
agents. Further, coverage for the “additional insured” shall apply on
a primary basis irrespective of any other insurance, whether
collectible or not. 
	 
	 	3.	 	Workers Compensation affording coverage under the
Workers Compensation laws of the State of California and Employers
Liability coverage subject to a limit of no less than $1,000,000 each
employee, $1,000,000 each accident, and $1,000,000 policy limit. 
	 
	 	4.	 	Umbrella Liability Insurance for the total limit
purchased by the Licensee but not less than a $3,000,000 limit
providing excess coverage over all limits and coverages noted    above.
This policy shall be written on an “occurrence” basis.
	 
	 	5.	 	Errors and Omissions Insurance not less than a
$2,000,000 limit providing coverage for damages arising out of acts,
errors or omissions of the Licensee. If coverage is terminated after
completion of the agreement an Extended Reporting Period will be
purchased for a minimum of two years. 
	 
	 	6.	 	All Risk property insurance including flood, earthquake
and terrorism on property loaned to the Licensee in an amount equal to
the current market value. Coverage shall name Licensor as loss payee.





          Section 20.02 Coverage. Such policies shall provide protection against, without
limitation, any and all claims, demands and causes of action by any invitees, visitors, guests or
employees at any of the Muhammad Ali Properties in connection with any injuries, damages or
otherwise, and any and all claims, demands and causes of action arising out of any defects or
failure to perform, alleged or otherwise, of the Muhammad Ali Property-themed Merchandise or any
other products or services offered by Licensee hereunder (including food and beverage products), or
any materials or ingredients used in connection therewith or any use thereof, and any damages or
loss in respect of any Artifacts or other items delivered by Licensor to Licensee hereunder. Each
policy shall provide for ten (10) days notice to Licensor from the insurer by Registered or
Certified Mail, return receipt requested, in the event of any modification, cancellation or
termination. Licensee shall deliver to Licensor a certificate of insurance evidencing same within
thirty (30) days after execution of this Agreement, and in no event, shall Licensee engage in any
construction or activities hereunder, or manufacture, offer for sale, sell, advertise, or promote
any Muhammad Ali Property-themed Merchandise, food, beverages, liquor or other products, prior to
the receipt by Licensor of such evidence of insurance and Licensor’s prior written approval
thereof.




40









 





Article 21

TERM AND TERMINATION




          Section 21.01 Term. The term of this Agreement shall be in perpetuity unless
otherwise terminated in accordance with the terms and conditions of this Agreement (the
“Term”).




          Section 21.02 Termination by Licensor. Without prejudice to any other rights which
Licensor may have, Licensor shall have the right to terminate this Agreement upon written notice to
Licensee, subject to Licensee’s rights to cure set forth herein:





     (a) if Licensee shall fail to make any payment due hereunder or to deliver any of the
Royalty Reports herein referred to, and if such default shall continue for a period of
thirty (30) business days after receipt of written notice of such default by Licensee;




     (b) if Licensee shall discontinue its business, file or have filed against it a
petition in bankruptcy, reorganization or for the adoption of an arrangement under any
present or future bankruptcy, reorganization or similar law (which petition is not dismissed
within ninety (90) days after the filing date), make an assignment for the benefit of its
creditors or is adjudicated bankrupt, or a receiver, trustee, liquidator or sequestrator of
all or substantially all of Licensee’s assets is appointed, or any secured creditor of
Licensee exercises or purports to exercise any right or remedy as a secured creditor with
respect to any collateral consisting, in whole or in part, of this Agreement, or the rights
granted to Licensee hereunder. In any such instance, all rights of Licensee hereunder shall
automatically terminate forthwith without notice. Notwithstanding any other term or
provision of this Agreement, (i) Licensee shall have no right to cure any of the foregoing
defaults set forth in this Section 21.02(b), and (ii) this Agreement is personal to Licensee
and may not be assigned in connection with any bankruptcy proceeding;




     (c) if Licensee becomes subject to any voluntary or involuntary order by a government
or governmental agency, regulatory body, court, or the like, ordering the withdrawal,
discontinuance, removal or recall of any product or service offered at any of the Muhammad
Ali Properties the withdrawal, discontinuance, removal or recall of which would materially
disrupt the operation of the Muhammad Ali Properties because of safety, health or other
hazards or risks to the public, provided that if any recall of Muhammad Ali
Property-themed Merchandise occurs, this Agreement shall not terminate, but Licensee shall
no longer have a right to sell the affected Muhammad Ali Property-themed Merchandise;




     (d) if Licensee materially violates any applicable U.S. Federal or state, foreign, or
supranational legislation or common law, local statutes, ordinances and laws affecting or
otherwise applicable to the construction, establishment, and operation of the Muhammad Ali
Properties and all products sold, services rendered, and activities at or in connection with
the Muhammad Ali Properties, including health and safety laws, building codes, licensing
requirements, zoning laws, and employment and labor laws, and



41









 







if such violation materially
and adversely affects Licensor or the Muhammad Ali Properties;




     (e) if Licensee fails to obtain or maintain insurance in the amount and/or the type
provided for under Article 20 and if such failure shall continue for a period of thirty (30)
business days after written notice of such failure is received by Licensee;




     (f) if Licensee uses the Licensor Owned IP in an unauthorized manner, fails to cause to
appear proper legal notices or other required identification, asserts rights in the Licensor
Owned IP without Licensor’s prior written consent, or if Licensee fails to obtain Licensor’s
approval, exceeds Licensor’s approval, or ignores Licensor’s disapproval required hereunder,
and Licensee fails to cure such default within thirty (30) business days of receipt of
written notice thereof by Licensee;




     (g) if Licensee fails in any respect to abide by the provisions set forth in Article 24
regarding assignment and sublicensing or encumbrances this Agreement or any of its rights or
obligations hereunder other than as expressly permitted herein, and if such failure shall
continue for a period of thirty (30) business days after written notice of such failure is
received by Licensee; or




     (h) if Licensee shall fail to perform any other material term or condition of this
Agreement or otherwise materially breaches any term, condition, agreement or covenant herein
and (i) such default is not curable, or (ii) such default is curable but Licensee does not
cure such failure within thirty (30) business days after written notice from Licensor.


Licensor agrees that, with respect to defaults under paragraphs (e), (f), (g) and (h) above, to the
extent any such default is curable but not within the thirty (30) day period set forth therein, and
Licensee is diligently proceeding to cure such default, such default will not constitute grounds
for a termination of this Agreement if it is cured within a total of ninety (90) days.




          Section 21.03 Termination by Licensor or Licensee. Unless Licensee exercises its
Buy-Out right, pursuant to Section 6.17 hereof (in which case Licensor shall have no right to
terminate this Agreement pursuant to Section 23.03), Licensor or Licensee shall have the right to
terminate this Agreement upon ten (10) days written notice to the other party upon the date that is
the later of (i) ten (10) years after the Effective Date or (ii) the date on which Licensee’s
Buy-Out right set forth in Section 6.17 hereof expires. If such right is not exercised, Licensor
or Licensee shall again have the right to so terminate this Agreement on each tenth anniversary of
such date (e.g., May 29, 2017; May 29, 2027, May 29, 2037, and so on). In the event that Licensee
exercises its termination right pursuant to this Section 21.03, then (x) the EPE License shall also
terminate pursuant to Section 23.03 thereof and (y) Licensee shall pay to Licensor a termination
fee of five million dollars $5,000,000 as consideration for the termination of this Agreement, as
well as any amount due pursuant to Section 6.08. Upon any termination pursuant to this
Section 21.03, whether by Licensor or Licensee, the following terms and conditions shall apply:




42









 






     (a) The rights granted to Licensee and Licensee Affiliates including any Project
Company) hereunder shall remain in effect with respect to all Muhammad Ali Properties that
are open or under construction at the time of such termination and none of the provisions
set forth in Article 22 hereof shall apply to such Muhammad Ali Properties, provided
that Licensee and the Licensee Affiliates continue to pay royalties and any other fees
required hereunder directly to Licensor and comply with the terms and conditions hereof,
except that no further Guaranteed Minimum Royalties shall be due under this Agreement;




     (b) Licensor shall be substituted for Licensee in the provisions of any Site License
concerning the payment of royalties (including any guaranteed minimum royalties under such
Site License) and any other fees in respect of the rights granted to any Project Company
thereunder;




     (c) Licensee shall have no further right to develop any new Muhammad Ali Properties;
and




     (d) Licensor shall not develop or authorize any third party to develop any Muhammad Ali
Properties within fifteen (15) miles of any Muhammad Ali Property that is open or under
construction at the time of termination pursuant to this Section 21.03.



Article 22

POST TERMINATION RIGHTS AND OBLIGATIONS




          Section 22.01 Unbranding. Upon termination of this Agreement, Licensee shall return
all Artifacts to Licensor within sixty (60) days. Licensee shall have one (1) year from the date
of termination (the “Unbranding Period”) to complete the removal of the Muhammad Ali theme
from each Muhammad Ali Property (except for Muhammad Ali Experiences), including ceasing use any
Marks or any other name of the Muhammad Ali Properties that incorporates any of the Marks, and
removing from the Muhammad Ali Properties all materials and design elements which incorporate,
embody or are related to the Muhammad Ali theme or the Licensor Owned IP. After the Unbranding
Period, Licensee shall refrain from direct or indirect use of, or
reference to any Licensor Owned IP in any manner. During the Unbranding Period, Licensee
shall continue to abide by all obligations under this Agreement, including paying to Licensor all
royalty amounts due pursuant to Section 6.08, and furnish Licensor with all Royalty Reports.




          Section 22.02 Reversion of Rights. Immediately after the Unbranding Period, all
rights granted to Licensee under this Agreement shall immediately revert to Licensor, and Licensee,
its Affiliates, sublicensees, receivers, representatives, trustees, agents, administrators,
successors or assigns, shall have no further right to use any Licensor Owned IP in any manner.
Licensee shall immediately deliver to Licensor, at Licensee’s expense, any and all photographs,
likenesses, and other materials or items delivered by Licensor to Licensee hereunder, or at
Licensor’s request, Licensee shall destroy all such materials designated by Licensor, and shall
deliver to Licensor satisfactory evidence of such destruction. Licensee shall be responsible to
Licensor for any damages caused by the unauthorized use by Licensee of such materials which are not
delivered to Licensor or destroyed in accordance with the foregoing.




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          Section 22.03 Existing Inventory. Within ten (10) days after the termination of this
Agreement, Licensee shall deliver to Licensor a statement of inventory indicating the number and
description of Muhammad Ali Property-themed Merchandise which it has on hand or which is in the
process of manufacture. Licensor shall have the option of conducting a physical inventory on or
after the date of such termination. After termination of this Agreement, Licensee shall have the
non-exclusive right to sell, ship, market and distribute the Muhammad Ali Property-themed
Merchandise which are on hand or in the process of manufacture at the date of or at the time notice
of termination is received solely during the Unbranding Period, provided that the royalty
payments with respect to that period are paid and the appropriate Royalty Reports for that period
are furnished. In respect of any inventory of Muhammad Ali Property-themed Merchandise remaining
upon the expiration of the Unbranding Period, Licensee shall deliver to Licensor upon expiration of
the Unbranding Period notice of the quantity of all such merchandise and Licensee’s direct
out-of-pocket cost of manufacturing such merchandise. Licensor shall have the right to purchase
all or any portion of such inventory upon notice to Licensee and payment of the aforesaid
manufacturing costs within thirty (30) days after the date of receipt of Licensee’s notice. If
Licensor elects not to purchase all or any portion of such inventory within such thirty (30) day
period, then any remaining Muhammad Ali Property-themed Merchandise must be destroyed.




          Section 22.04 Irreparable Injury. Licensee acknowledges that its failure to strictly
comply with the foregoing provisions will result in immediate and irreparable damage to Licensor
and the rights of any subsequent licensee of the Licensor. Licensee acknowledges and admits that
there is no adequate remedy at law for failure to cease such activities, and Licensee agrees that
in the event of such failure to cease such activities, Licensor shall be entitled to equitable
relief by way of injunction and such other relief as any court with jurisdiction may deem just and
proper.




Article 23

SURVIVAL




          Section 23.01 Survival. The provisions of this Agreement which by their terms or by
implication are to have continuing effect after the termination of this Agreement shall
survive the Term of this Agreement, which, without limiting the generality of the foregoing,
shall include Sections 3.03, 3.07, 4.02, 6.08 and 7.02, and Articles 13, 15, 18, 19, 22, 25 and 26.




Article 24

ASSIGNMENT AND SUBLICENSING




          Section 24.01 No Assignment. Except as provided below, the license granted hereunder
is personal to Licensee, and Licensee shall not assign, transfer or sublicense this Agreement or
any of Licensee’s rights under this Agreement or delegate any of Licensee’s obligations under this
Agreement without Licensor’s prior written approval, such approval not to be unreasonably withheld
or delayed. Any attempted assignments, transfer, or sublicenses by Licensee without such approval
shall be void and a material breach of this Agreement. Subject to the foregoing, this Agreement
will be binding upon, and inure to the benefit of, the parties and their respective successors and
assigns. Notwithstanding any of the foregoing, a change of





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control of Licensee shall not be deemed to be an assignment under this Agreement. The exception
with respect to a change of control of Licensee shall not be applicable with respect to any change
of control of any Licensee Related Party who has rights under this Agreement.




          Section 24.02 Sublicense Rights. Unless expressly permitted in this Agreement,
Licensee shall not authorize any third party to manufacture any Muhammad Ali Property-themed
Merchandise, or any other products hereunder, or sublicense any Licensor Owned IP to any third
parties for use at any of the Muhammad Ali Properties without obtaining Licensor’s prior written
approval.




          Section 24.03 Issuance of a Site License. Subject to the terms and conditions of this
Agreement, upon receipt of a fully completed written request from Licensor in the form of
Exhibit G hereto, Licensor shall issue a Site License to the Project Company identified
therein. Such Site License shall be in the form attached as Exhibit H, and shall be issued
by Licensor within fifteen (15) days of receipt of such completed request. For the avoidance of
doubt, the issuance of any Site License requested by Licensee is not subject to Licensor’s
discretion, approval or consent. Licensor shall cooperate with Licensee in good faith to make any
reasonable changes requested by Licensee or a Project Company to the form of Site License,
provided that under no circumstances shall any modifications be made to any terms relating
to the use and protection of the Licensor Owned IP without Licensor’s consent. In the event of a
breach of a Site License by a Project Company, Licensee shall be jointly and severally liable with
such Project Company solely if such Project Company is Controlled by Licensee. Licensee
acknowledges that, pursuant to the terms of each Site License, Licensor shall be directly licensing
to a Project Company certain rights otherwise licensed to Licensee hereunder.




Article 25

CONFIDENTIALITY




     Section 25.01 Confidential Information. Each party (each a “Restricted
Party”) (i) shall, and shall cause its officers, directors, managers, members, employees,
attorneys, accountants, auditors and agents (collectively, “Representatives”) to the extent
such persons have received any Confidential Information and its Affiliates and their
Representatives, to the extent such Persons have received any Confidential Information, to maintain
in strictest confidence the terms of this Agreement and any and all information relating to the
parties, that is proprietary to each party, as applicable, or otherwise not available to the
general public including, but not limited to, information about properties, employees, finances,
businesses and operations and activities of each party or their Affiliates, information about each
Muhammad Ali Property, and all notes, analyses, compilations, studies, forecasts, interpretations
or other documents prepared by a party or its Representatives or Affiliates which contain, reflect
or are based upon, in whole or in part, the information furnished to or acquired by such party
(“Confidential Information”) and (ii) shall not disclose, and shall cause its
Representatives, its Affiliates and their Representatives, not to disclose, Confidential
Information to any Person except as required by law, regulation or legal process or by the
requirements of any securities exchange on which the securities of a party hereto are listed or
quoted (as reasonably determined by such party) and (iii) shall not use, and shall cause its
Representatives, its Affiliates and their Representatives not to use the Confidential Information
other than for the purposes anticipated by this Agreement.



45









 





          Section 25.02 Exceptions. Notwithstanding Section 25.01 above:




     (a) Any Restricted Party or any Representative thereof may disclose any Confidential
Information for bona fide business purposes on a strict “need to know” basis to its
Affiliates, its Representatives and their advisers and lenders, provided that in
each such case each such person agrees to keep such Confidential Information confidential in
the manner set forth in this Article 25; and




     (b) The provisions of Section 25.01 shall not apply to, and Confidential Information
shall not include:




	 	(i)	 	any information that is or has become generally
available to the public other than as a result of a disclosure by any
Restricted Party or any Affiliates or Representative thereof in breach
of any of the provisions of this Article 25;
	 
	 	(ii)	 	any information that has been independently
developed by such Restricted Party (or any Affiliates thereof) without
violating any of the provisions of this Agreement or any other similar
contract to which such Restricted Party, or any Affiliates thereof or
their respective Representatives, is or are bound; or
	 
	 	(iii)	 	any information made available to such
Restricted Party (or any Affiliates thereof), on a non-confidential
basis by any third party who is not prohibited from disclosing such
information to such party by a legal, contractual or fiduciary
obligation to the other party or any of its Representatives.





Article 26

MISCELLANEOUS




          Section 26.01 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and shall be deemed to
have been duly given or made upon receipt) by delivery in person, by an internationally recognized
overnight courier service, by facsimile or registered or certified mail (postage prepaid, return
receipt requested) to the respective parties hereto at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with this Section 26.01):



If to Licensee:



FX Luxury Realty LLC

650 Madison Avenue

New York, NY 10022




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If to Licensor:



Muhammad Ali Enterprises LLC

8105 Kephart Lane,

Berrien Springs, Michigan 49103

Attention: Ronald DiNicola



With a copy to



CKX, Inc.

650 Madison Avenue

New York, NY 10022

Attn: Legal Counsel




          Section 26.02 Governing Law. This Agreement and the obligations of the parties
hereunder shall be construed and enforced in accordance with the laws of the State of California,
excluding any conflicts of law rule or principle which might refer such construction to the laws of
another state or country. Each party hereby (i) submits to personal jurisdiction in the State of
California for the enforcement of this Agreement and (ii) waives any and all personal rights under
the law of any state or country to object to jurisdiction within the State of California for the
purposes of litigation to enforce this Agreement.




          Section 26.03 Service of Process. Subject to applicable law, process in any such
claim, action, suit or proceeding may be served on any party anywhere in the world, whether within
or without the jurisdiction of any such court. Without limiting the foregoing and subject to
applicable law, each party agrees that service of process on such party as provided in Section
26.01 shall be deemed effective service of process on such party. Nothing herein shall affect the
right of any party to serve legal process in any other manner permitted by law or at equity. WITH
RESPECT TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES
IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL
NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING.




          Section 26.04 Waiver of Consequential Damages. EXCEPT PURSUANT TO SECTION 9.10 AND
AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER
RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOST OPPORTUNITY OR DATA, WHETHER IN AN ACTION OF
CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE LICENSES
GRANTED OR THE TRANSACTIONS CONTEMPLATED HEREIN, WHETHER OR NOT EITHER PARTY HAD BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.




          Section 26.05 Exhibits. All references to “Exhibit” or “Exhibits”
herein shall mean those Exhibits attached to this Agreement, which Exhibits,
wherever referred to herein, are hereby incorporated into this Agreement as though fully set forth
herein.




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          Section 26.06 Press Release. The parties shall prepare and issue a mutually approved
press release in respect of the subject matter hereof promptly after the full execution of this
Agreement.




          Section 26.07 Entire Agreement; Amendments. This Agreement, inclusive of the
Exhibits hereto and the agreements referred to herein, contains the entire understanding of
the parties hereto with regard to the subject matter contained herein, and supersedes all other
prior representations, warranties, agreements, understandings or letters of intent between or among
any of the parties hereto. This Agreement shall not be amended, modified or supplemented except by
a written instrument or agreement signed by each of the parties.




          Section 26.08 Waiver. Any term or provision of this Agreement may be waived, or the
time for its performance may be extended, by the party or parties entitled to the benefit thereof.
Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if,
as to any party, it is authorized in writing by an authorized representative of such party. The
failure of any party hereto to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement
or any part hereof or the right of any party thereafter to enforce each and every such provision.
No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.




          Section 26.09 Partial Invalidity. Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law, but in case any one
or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality or unenforceability without invalidating the remainder of
such invalid, illegal or unenforceable provision or provisions or any other provisions hereof,
unless such a construction would be unreasonable.




          Section 26.10 Execution in Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be considered an original instrument, but all of which shall
be considered one and the same agreement, and shall become binding when one or more counterparts
have been signed by each of the parties hereto and delivered to the parties. Copies of executed
counterparts transmitted by facsimile or other electronic transmission shall be considered original
executed counterparts for the purposes of this Section 26.10, provided that receipt of
copies of such counterparts is confirmed. Originals of any counterparts transmitted by facsimile
or other electronic transmission shall be promptly provided to the other parties hereto.




          Section 26.11 Headings. Article, Section, Exhibit and other headings
contained in this Agreement are for reference purposes only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.




          Section 26.12 Rights Cumulative. Except as expressly provided in this Agreement, and
to the extent permitted by law, any remedies described in this Agreement are cumulative and not
alternative to any other remedies available at law or in equity.




48









 








          Section 26.13 Parties’ Intent. This Agreement shall be deemed to have been drafted by
the parties to this Agreement and any ambiguity contained in this Agreement shall not be resolved
against any party as the presumed drafter.





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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized
representatives on the dates indicated below.



	 	 	 	 	 	 	 
	 	 	“LICENSOR”	 	 
	 
	 	 	 	 	 	 
	 	 	MUHAMMAD ALI ENTERPRISES LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	CKX G.O.A.T. Holding Corp.,
As Managing Member	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Michael G. Ferrel	 	 
	 
	 	 	 	 	 	 
	 
	 	Title:	 	Michael G. Ferrel	 	 
	 	 	Date:	 	June 1, 2007	 	 
	 
	 	 	 	 	 	 
	 	 	“LICENSEE”	 	 
	 
	 	 	 	 	 	 
	 	 	FX LUXURY REALTY LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Paul C. Kanavos	 	 
	 

	 	 	 	 	 	 
	 	 	Title:	 	Paul C. Kanavos	 	 
	 	 	Date:	 	June 1, 2007	 	 




MUHAMMAD
ALI MASTER LICENSE AGREEMENT