OR
HEREAFTER AVAILABLE (INCLUDING ON ONE OR MORE SEVER HARD DRIVES) AS REQUIRED (IN
TWC'S SOLE JUDGMENT) TO MAKE SUCH PROGRAMS AVAILABLE TO REQUESTING SUBSCRIBERS.
TWC AGREES, WITHIN A REASONABLE PERIOD OF TIME AFTER IT CEASES TO MAKE A PROGRAM
AVAILABLE ON A VOD BASIS OR THE EXPIRATION OR TERMINATION OF THIS AGREEMENT,
WHICHEVER DATE IS SOONER, TO RETURN OR DESTROY ALL COPIES OF PROGRAMS MADE OR
STORED BY IT HEREUNDER.
(E)
LICENSOR HEREBY GRANTS TWC THE
NON-EXCLUSIVE RIGHT TO TRANSMIT THE PROGRAMS VIA AN UPLINK FACILITY TO ONE OR
MORE SATELLITES FOR DISTRIBUTION TO THE TWC CABLE SYSTEMS ("SATELLITE
DELIVERY").
4.
PROGRAMS.
(A)
AT LEAST [***] PRIOR TO THE COMMENCEMENT OF
EACH [***] DURING THE TERM, LICENSOR SHALL PROVIDE TWC WITH A SCHEDULE
CONTAINING AT LEAST [***] ADULT FEATURE FILMS THAT WILL BE AVAILABLE TO THE TWC
CABLE SYSTEMS DURING SUCH [***] FOR DISTRIBUTION ON A VIDEO ON DEMAND BASIS
(EACH A "SCHEDULE").
LICENSOR SHALL NOTIFY TWC AS PROMPTLY AS PRACTICABLE OF
ANY CHANGES IN ANY SCHEDULE.
THE SCHEDULE FOR THE FIRST [***] OF THE TERM IS
ATTACHED HERETO AS EXHIBIT B.
TWC MAY, ON [***] NOTICE, REQUIRE THAT LICENSOR
INCREASE THE NUMBER OF FILMS INCLUDED ON EACH SCHEDULE DELIVERED THEREAFTER,
SUBJECT TO A LIMIT OF [***] FILMS.
(B)
WITHIN [***] OF RECEIPT OF EACH SCHEDULE,
TWC WILL NOTIFY LICENSOR OF THE PROGRAMS TWC INTENDS TO MAKE AVAILABLE ON A
VIDEO ON DEMAND BASIS IN THE TWC CABLE SYSTEMS, AND FOR WHICH TWC REQUIRES
DELIVERY AS CONTEMPLATED BY SECTION 7(A).
IF TWC PROVIDES NO SUCH NOTICE,
LICENSOR SHALL DELIVER ALL SUCH FILMS.
TWC SHALL NOT BE OBLIGATED TO OFFER ANY
PROGRAM IN ANY TWC CABLE SYSTEM(S).
(C)
EACH PROGRAM PROVIDED BY LICENSOR HEREUNDER
SHALL DEPICT [***] AND [***] SITUATIONS, AND SHALL NOT DEPICT [***].
THE
PROGRAMS SHALL BE [***] EDITED (SOMETIMES KNOWN AS "[***] EDITED") ADULT FILMS
THAT ARE [***] (OR "[***]") IN THE DEGREE OF EXPLICITNESS OF PROGRAMMING
CURRENTLY FEATURED ON ADULT CABLE TELEVISION SERVICES SUCH AS [***] ("[***]
STANDARDS").
UPON [***] NOTICE TO LICENSOR BY TWC, LICENSOR SHALL PROVIDE TWC
WITH [***] VERSIONS OF EACH PROGRAM TO BE DELIVERED HEREUNDER, [***] EDITED
PURSUANT TO "[***] STANDARDS" AND [***] EDITED FOR A DEGREE OF EXPLICITNESS
SIMILAR TO THAT CURRENTLY FEATURED ON ADULT SERVICES SUCH AS [***] ("[***]
STANDARDS").
5.
FEES.
(A)
TWC SHALL PAY LICENSOR A LICENSE FEE (THE
"LICENSE FEE") FOR EACH BUY OF A PROGRAM, SUCH LICENSE FEE TO EQUAL [***].
3
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
TWC SHALL, IN ITS SOLE DISCRETION, DETERMINE THE [***] TO SUBSCRIBERS.
(B)
TWC SHALL PAY THE LICENSE FEE IN RESPECT OF
EACH BUY EVEN IF THE EXHIBITION IS TREATED AS A [***] OR [***].
NOTWITHSTANDING
THE FOREGOING, TWC SHALL BE ENTITLED TO