SERVICE, DIRECT
TO SATELLITE TRANSMISSION AND ON-LINE DISTRIBUTION, WHETHER ON A PAY OR FREE
BASIS.
"STANDARD TELEVISION" MEANS TELEVISION DISTRIBUTED BY A UHF OR VHF
TELEVISION BROADCAST STATION, THE VIDEO AND AUDIO PORTIONS OF WHICH ARE
INTELLIGIBLY RECEIVABLE WITHOUT CHARGE BY MEANS OF STANDARD HOME ROOFTOP OR
TELEVISION SET BUILT-IN ANTENNAS; "CONSUMER VIDEO DEVICES" MEANS DISTRIBUTION
AND/OR EXPLOITATION OF THE PICTURES BY MEANS OF VIDEODISCS, VIDEOCASSETTES,
LASER DISCS AND SIMILAR DEVICES FOR NON-COMMERCIAL REPLAY ON A TELEVISION SCREEN
BY MEANS OF A PLAYBACK DEVICE, WHERE THE TELEVISION SCREEN AND PLAYBACK DEVICE
ARE BOTH LOCATED IN THE HOME OF A CONSUMER AND "VIDEO-ON-DEMAND" MEANS
TECHNOLOGIES BY WHICH THE PICTURES MAY BE ORDERED AND VIEWED INDIVIDUALLY FOR
WHICH FOR WHICH A SEPARATE CHARGE IS IMPOSED.
ALL RIGHTS NOT EXPRESSLY GRANTED
HEREIN SHALL REMAIN THE SOLE AND EXCLUSIVE RIGHT OF LICENSOR FOR LICENSOR'S
UNLIMITED, UNENCUMBERED USE.
4.
EXHIBITION DAYS PER PICTURE:
[*]
EXHIBITION DAYS.
EACH EXHIBITION DAY CONSISTS OF UP TO 2 TELECASTS WITHIN A 24
HOUR PERIOD.
LICENSEE MAY TAKE NO MORE THAN [*] OF THE EXHIBITION DAYS FOR ANY
PICTURE DURING ANY CALENDAR YEAR.
5.
LICENSE TERM:
10 YEARS PER PICTURE
COMMENCING ON THE DATES INDICATED IN SCHEDULE A OR IF "TBD", A DATE MUTUALLY
DETERMINED BY LICENSOR AND LICENSEE.
IF THE MAXIMUM NUMBER OF EXHIBITION DAYS
IS TAKEN PRIOR TO THE END OF THE LICENSE TERM FOR ANY PICTURE, THE LICENSE TERM
WILL END AT THE END OF THE LAST EXHIBITION DAY.
IN ADDITION, IN THE EVENT OF A
"CHANGE OF CONTROL" OF LICENSEE, LICENSOR WILL HAVE THE RIGHT TO TERMINATE THIS
LICENSE AND AGREEMENT BY WRITTEN NOTICE GIVEN WITHIN 30 DAYS OF THE EFFECTIVE
DATE OF THE CHANGE OF CONTROL.
A "CHANGE OF CONTROL" FOR THESE PURPOSES IS ANY
TRANSACTION THROUGH WHICH HALLMARK CARDS DIVESTS ITSELF, DIRECTLY OR INDIRECTLY,
OF ITS CONTROLLING INTEREST IN LICENSEE OR CROWN MEDIA HOLDINGS, INC.
6.
TOTAL LICENSE FEE:
A) $[*] FOR EACH OF
THE 16 PICTURES PRODUCED FROM 2003 TO 2008, AS LISTED IN SCHEDULE A, AND $[*]
FOR EACH OF THE 42 "LIBRARY TITLES", PAYABLE FOR EACH PICTURE IN EQUAL MONTHLY
INSTALLMENTS OVER ITS LICENSE TERM.
THE TOTAL AMOUNT PAYABLE, IF ALL PICTURES
ARE AVAILABLE FOR THEIR FULL LICENSE TERMS, IS $17,200,000.
7.
BROADCAST MATERIALS:
LICENSOR SHALL
PROVIDE LICENSEE WITH ACCESS TO A BOTH STANDARD DEFINITION AND HIGH DEFINITION
MASTERS OF THE PICTURES.
TO THE EXTENT THAT HIGH DEFINITION MASTERS DO NOT
EXIST, LICENSEE WILL [*] WITH LICENSOR, [*], OF PREPARING THESE MASTERS FROM THE
ORIGINAL FILM MATERIALS OR HIGHEST QUALITY ELEMENTS AVAILABLE.
TO THE EXTENT
AVAILABLE, LICENSOR WILL PROVIDE LICENSEE WITH COPIES OF EXCERPTS FROM THE
PICTURES, "BEHIND THE SCENES" FOOTAGE, SCRIPTS, SYNOPSES, AND ALL OTHER
PROMOTIONAL MATERIALS SELECTED BY LICENSOR AND IN LICENSOR'S POSSESSION OR UNDER
LICENSOR'S CONTROL.
ALL MATERIALS SHALL BE ON LOAN TO LICENSEE.
LICENSEE SHALL
RETURN MATERIALS TO LICENSOR AT LICENSEE'S EXPENSE AT THE EXPIRATION OF THE
LICENSE TERM, INCLUDING ANY HI-DEF MASTERS AND OTHER MATERIALS FOR WHICH THE
PARTIES SHARED THE COSTS.
2
IN WITNESS