OF CONSUMER REVENUES); OR
(B)
TWO MILLION ONE HUNDRED AND TWENTY FIVE
THOUSAND POUNDS (£2,125,000),
IN RESPECT OF EACH QUARTER DURING THE TERM. IN RESPECT OF ANY PART OF A QUARTER
DURING THE TERM, THE ROYALTIES SHALL BE DETERMINED IN ACCORDANCE WITH THE
PROVISIONS OF THIS CLAUSE 4, BUT SHALL BE REDUCED PRO RATA IN ACCORDANCE WITH
THE NUMBER OF DAYS DURING WHICH THIS DEED SUBSISTS COMPARED WITH THE NUMBER OF
DAYS IN THE QUARTER IN QUESTION.
4.13
IF THE NTL GROUP HAS ACQUIRED A MAJORITY OF
THE ISSUED ORDINARY SHARES OF VIRGIN MOBILE HOLDINGS (UK) PLC BUT THE LICENSEE
HAS NOT SERVED THE NOTICE SET OUT IN CLAUSE 2.3(C) OF THIS DEED SUCH THAT THE
VIRGIN MOBILE LICENCE REMAINS IN FORCE, THEN THE ROYALTIES PAYABLE PURSUANT TO
THE VIRGIN MOBILE LICENCE SHALL BE DEDUCTED FROM ROYALTIES DUE UNDER THIS CLAUSE
4.
4.14
THE LICENSEE AGREES TO PROVIDE, AT THE
REASONABLE REQUEST OF VEL, A MONTHLY REVENUE REPORT WITH SUFFICIENT INFORMATION
FOR THE PURPOSES OF DETERMINING THE ROYALTIES DUE AND PAYABLE UNDER THIS DEED
(AS GENERALLY DISTRIBUTED WITHIN THE NTL GROUP TO SENIOR MANAGEMENT).
5.
CONDITIONS OF USE
5.1
THE LICENSEE ACKNOWLEDGES THAT THE VALUE
AND REPUTATION OF THE MARKS IS SUCH THAT THEY DENOTE HIGH QUALITY STATUS AND
AGREES TO AND SHALL PROCURE THAT RELEVANT MEMBERS OF THE NTL GROUP SHALL:
(A)
USE ALL REASONABLE ENDEAVOURS TO APPLY THE MARKS TO
GOODS AND SERVICES OF A STYLE, APPEARANCE AND QUALITY SO AS TO MAINTAIN THE
VALUE AND REPUTATION OF THE MARKS;
(B)
SUBJECT TO CLAUSE 5.2, USE THE MARKS IN ACCORDANCE
WITH THE TM GUIDELINES; AND
33
(C)
USE ALL REASONABLE ENDEAVOURS TO APPLY THE MARKS TO
GOODS AND SERVICES OF A STANDARD CONSISTENT WITH GOOD INDUSTRY PRACTICE AND
STANDARDS.
5.2
THE LICENSEE SHALL NOT BE OBLIGED TO
CONSULT VEL AS TO ITS MANNER OF USE OF THE MARKS WHERE SUCH USE IS IN ACCORDANCE
WITH THE TM GUIDELINES. HOWEVER, THE LICENSEE MAY SUBMIT DESIGNS AND/OR PROPOSED
ADVERTISING, MARKETING OR PROMOTIONAL MATERIALS USING THE MARKS TO VEL FOR
APPROVAL, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
WHERE VEL HAS NOT SENT (BY COURIER, POST, EMAIL OR FACSIMILE) TO THE LICENSEE AT
ITS THEN USUAL BUSINESS OR EMAIL ADDRESS A WRITTEN RESPONSE IN RELATION TO THE
DESIGNS AND/OR MATERIALS SUBMITTED BY THE LICENSEE WITHIN FIVE BUSINESS DAYS (OR
SUCH OTHER PERIOD AS MAY BE AGREED BETWEEN THE PARTIES) OF RECEIPT OF SUCH
DESIGNS AND/OR MATERIALS, VEL SHALL BE DEEMED TO HAVE APPROVED THE DESIGNS
AND/OR MATERIALS FOR THE PURPOSES OF THIS CLAUSE.
5.3
IN THE EVENT THAT EITHER PARTY WISHES TO
CREATE ANY LOGO INCORPORATING THE MARKS SPECIFIC TO THE LICENSEE, THEN THE
PARTIES SHALL WORK TOGETHER TO CREATE SUCH LOGO, PROVIDED THAT THE LICENSEE
AGREES THAT VEL SHALL HAVE THE RIGHT OF FINAL DESIGN APPROVAL OF SUCH LOGO IN
RESPECT OF MATTERS SUCH AS BRAND CONSISTENCY.
5.4
THE LICENSEE SHALL USE ALL REASONABLE
ENDEAVOURS TO COMPLY WITH THE FOLLOWING CONDITIONS OF USE:
(A)
WHERE REASONABLY