RELATION TO (G) ABOVE, IS CONFINED TO USE IN
CONJUNCTION WITH, AND ALWAYS IN FRONT OF, ANY WORD OR WORDS WHICH ARE USED TO
DESCRIBE OR DENOTE THE ACTIVITIES LICENSED BY VEL TO THE RELEVANT VIRGIN COMPANY
(SUBJECT TO ANY EXCEPTIONS EQUIVALENT TO THOSE UNDER CLAUSE 3.3(D)); AND
(II)
THIS IS DONE IN ACCORDANCE WITH HONEST COMMERCIAL
PRACTICES AND IN THE
27
ORDINARY COURSE OF VEL AND/OR ANY VIRGIN COMPANY BUSINESS AND IN SUCH A WAY
WHICH COULD NOT REASONABLY BE CONSIDERED TO RESULT IN CONSUMER CONFUSION AS TO
WHO IS THE ACTUAL PROVIDER OF SUCH SERVICES.
Extension of Grant
3.13
VEL SHALL NOTIFY THE LICENSEE IF AND WHEN:
(A)
THE RIGHTS TO USE THE MARKS IN THE TERRITORY IN
RELATION TO THE CREATION OF THE RESTRICTED CONTENT BECOME AVAILABLE; AND/OR
(B)
IT INTENDS TO USE OR GRANT A LICENCE FOR USE OF
THE MARKS IN THE TERRITORY IN RELATION TO INTERNET CAFES, THE COMMISSIONING OR
PRODUCTION OF ORIGINAL FILM AND/OR TELEVISION PROGRAMMES (TO THE EXTENT NOT
ALREADY LICENSED IN THIS DEED) AND/OR THE RIGHTS TO ACQUIRE AND/OR BRAND A TV
PROGRAMME SERVICE WITH THE MARKS (TO THE EXTENT NOT ALREADY LICENSED IN THIS
DEED),
AND SHALL:
(I)
GIVE THE LICENSEE REASONABLE DETAILS OF ANY
PROPOSALS SUBMITTED BY OR TO THE VIRGIN GROUP FOR THE LICENSING OF SUCH RIGHTS;
AND
(II)
GIVE THE LICENSEE AN OPPORTUNITY, WITHIN A TIME
PERIOD AND ON TERMS NO LESS FAVOURABLE THAN THOSE GIVEN TO THIRD PARTIES, TO
SUBMIT A WRITTEN PROPOSAL RELATING TO THE EXPLOITATION OF THOSE RIGHTS BY THE
LICENSEE ON REASONABLE COMMERCIAL TERMS.
THE LICENSEE SHALL SUBMIT ANY WRITTEN BUSINESS PROPOSAL AS SOON AS REASONABLY
PRACTICABLE AND VEL SHALL CONSIDER SUCH PROPOSAL AS SOON AS REASONABLY
PRACTICABLE AND ON A GOOD FAITH BASIS. VEL AGREES, FOR A PERIOD OF SIXTY (60)
DAYS (OR SUCH OTHER PERIOD AS THE PARTIES MAY AGREE IN GOOD FAITH) FROM VEL'S
ORIGINAL NOTICE TO ENTER INTO GOOD FAITH DISCUSSIONS WITH THE LICENSEE AND NOT
TO GRANT A LICENCE IN RESPECT OF THOSE RIGHTS TO ANY OTHER PARTY DURING SUCH
PERIOD.
No Grant to Third Parties
3.14
VEL AGREES THAT IT SHALL NOT DURING THE TERM
AND FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF TERMINATION OR EXPIRY OF
THIS DEED OR, AT THE LICENSEE'S OPTION, TWENTY FOUR (24) MONTHS (SUBJECT IN SUCH
LATTER CASE TO THE LICENSEE PAYING TO VEL A SUM EQUIVALENT TO THE AMOUNT PAID TO
VEL IN THE LAST FOUR FULL QUARTERS FOR WHICH A ROYALTY WAS PAID, ADJUSTED TO
TAKE ACCOUNT OF RPI FROM THE DATE OF TERMINATION OR EXPIRY OF THE DEED TO THE
END OF THE TWELVE (12) MONTH PERIOD FOLLOWING SUCH TERMINATION OR EXPIRY):
(A)
USE ITSELF NOR GRANT TO ANY PERSON OTHER THAN THE
LICENSEE THE RIGHT TO USE THE MARKS IN THE TERRITORY IN RELATION TO ANY OF THE
EXCLUSIVE LICENSED ACTIVITIES SPECIFIED IN CLAUSE 3.1 (EXCEPT TO THE EXTENT
OTHER LICENSEES OF THE MARKS ARE PERMITTED TO USE THEM IN RESPECT OF SERVICES