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THE FOOTBALL ASSOCIATION PREMIER
LEAGUE LIMITED
This
Agreement is made on 20
January 2006
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(1)
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The Football Association Premier
League Limited (No. 2719699) whose registered
office is at 30 Gloucester Place London W14 8PL ( FAPL )
and
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(2)
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Topps Europe Limited
(No. 2331336) whose
registered office is at 18 Vincent Avenue Crownhill Milton Keynes
MK8 OAW ( Licensee )
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1
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Definitions
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1.1
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In
this Agreement (including the Schedules attached hereto and made a
part hereof) the following expressions shall have the following
meanings:
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Album means in respect of each Season the
printed edition of the album produced for collectable use in
connection with the Stickers issued in respect of that Season only
Incorporating the Approved Text together with those of the Club
Designs and the FAPL Designs relevant thereto and relating to each
and all of the Clubs in respect of that Season as approved in each
respect by FAPL in accordance with the terms of this
Agreement
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Approved Player
means in relation to any
Club those Players of that Club whose identity has been approved by
FAPL and/or that Club pursuant to the procedure set out at clause
Supply of Materials and Approvals in respect of the applicable
Licensed Articles and the applicable Season
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Approved Text
means in connection with
any Licensed Articles any text which the Licensee is entitled to
print thereon and which has been approved in accordance with the
terms of this Agreement (which for the avoidance of doubt may
include in relation to statistics and/or ratings in connection with
any Club and/or Players predominantly statistics and/or ratings
having a direct and accurate statistical basis as opposed to any
element of judgement or subjective “ability
rating”)
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Authorised Photographs
means the Players’
Photographs and/or the Further Photographs having been approved by
the relevant Club and FAPL pursuant to the terms of clause
3
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Binder means in respect of each Season the
binder (being in all cases in tangible physical form) with sleeves
for collectable use in connection with the Trading Cards issued in
respect of that Season only incorporating the Approved Text
together with those of the Club Designs and the FAPL Designs
relevant thereto and relating to each and all of the Clubs in
respect of that Season as approved in each respect by FAPL in
accordance with the terms of this Agreement
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Club Designs means those official logos designs
names nicknames badges insignia and statistics owned or controlled
by each of the Clubs during the Term and which are made
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available by
the Clubs for use by the Licensee during the Term including but not
limited to the Club Logos and the Club Strips
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Clubs means those football clubs which at
the commencement of the relevant Season of the Term are members of
the FAPL (and the word “Club” shall be construed
accordingly)
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Club Logo means the single main official logo
of each Club representations of which have been made available to
the Licensee so as to enable it to exercise its rights hereunder
(being one for each Club at any time during the Term or such
replacement as stipulated by FAPL) and the words “Club
Logos” shall be construed accordingly
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Club Strips means in respect of each Club the
football strip colours worn by the Players of the Club during the
Matches as the same may be registered with FAPL before the
commencement of or at any time during each Season during the Term
(and the logo design badge or insignia of any manufacturer thereof
and/or any Club sponsor which may from time to time appear thereon)
and the words “Club Strip” shall be construed
accordingly
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Competitive Product
means [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Competitor means [INFORMATION SUBJECT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
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F.A. means The Football Association
Limited whose registered office is at 25 Soho Square London W1D
4FA
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FAPL Designs means the FAPL Marks the FAPL Logo
and those official logos designs badges and insignia owned or
controlled by FAPL as specifically stipulated from time to time by
FAPL
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F.A. Marks means the marks “F.A.”
and “Football Association” which are owned by the
F.A.
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FAPL Logo means the official logo of FAPL
incorporating the F.A. Marks as set out in Error! Reference
source not found. and/or such other marks as may be notified by
FAPL to the Licensee from time to time
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FAPL Marks means any trade marks registered or
unregistered or in respect of which an application for registration
has been made comprising of and incorporating FAPL Logo or any of
the words “Premier League” or
“Premiership”
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-2-
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Further
Photographs means
photographic images of any of the Players used in connection with
Licensed Articles being in each case either (a) an action
photograph of any such Player wearing the Club Strip of the Club to
which the said Player is at the time of publication of the Licensed
Articles in question registered and showing only or substantially
the Player named in the Licensed Articles (or component thereof) or
(b) a photographic portrait showing the said Player’s
head and shoulders only in each case in respect of which any and
all copyright licences and/or consents and/or other required
consents have been obtained and all requisite fees and royalties
paid by the Licensee (including but not limited to the obtaining of
the consent of any Club and/or FAPL in relation to the use of the
said photographs) and in respect of which FAPL and the relevant
Club each have consented to use in relation to the Licensed
Articles pursuant to clause 3
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Gum means any chewing gum or bubble gum
marketed by the Licensee in conjunction with any Licensed
Articles
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Licensed Articles
means the Trading Card
Collection and the Stickers and Albums
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Match means any football match played
between two Clubs as part of the Premiership (and the word
“Matches” shall be construed accordingly)
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Minimum Guarantee
means the non-refundable
sum payable by the Licensee to FAPL as set out in clause
6.1(a)
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Net Sales Value
means [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Person means any person in law or body
corporate and includes a firm partnership corporation individual
and any other legal entity whether incorporated or
unincorporated
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Player means a player as defined in the
Rules of FAPL as at the relevant time registered with a
Club
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Players’
Photographs means those photographic images of
all of those Players from time to time registered with each of the
Clubs and of the available team of each Club in each case provided
to the Licensee by FAPL pursuant to clause 3 all copyright (save
only such non-exclusive licence thereof as is required by the
Licensee in order to fulfil its obligations to FAPL and to exercise
the rights expressly granted to it pursuant to this Agreement) in
which is vested in FAPL
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Premiership means the league competition
organised by FAPL as the highest league of professional football in
England and Wales
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Premium Agreement
means a commercial
transaction or agreement between the Licensee and a third party
approved by FAPL (and subject where reasonably requested by FAPL to
a tri-partite agreement) whereby the third party is permitted to
supply the Licensed Articles with a product that is approved by
FAPL to be used in a form approved for retail by FAPL and the word
“Premium” shall be construed accordingly
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-3-
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Premium Royalties
means those royalties to
be paid by the Licensee in respect of Premium Agreements as set out
at Clause 6.1(h)
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Promotional Materials
means any packaging
labels instructions and instruction manuals containers
advertisements technical support and information materials point of
sale advertising marketing and promotional materials and/or
advertisements of whatever nature and in whatever medium (whether
now existing or hereafter created) for or in relation to any
Licensed Articles including for the avoidance of doubt and without
limitation any editorial or content material in any medium or in
any vehicle site programme or document in any such medium which is
in any way controlled produced authorised or commissioned by or on
behalf of the Licensee or at the Licensee ‘ s behest whether directly or
indirectly and/or of which the Licensee has editorial approval but
excluding for the avoidance of doubt any materials of whatever
nature which may comprise or reasonably be considered to comprise
any transient intangible electronic or digital form of and/or
recording of and/or equivalent to any Licensed Articles
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Property means any and all of the Club
Designs and the FAPL Designs or any element or component
thereof
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Quarter means any quarter during the Term
ending on any Quarter Day
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Quarter Day means each day during the Term which
falls on the day thirteen (13) weeks from the preceding
Quarter Day with the first Quarter Day for the purposes of this
definition being 1 June 2007 (notwithstanding that such date
is the commencement of the Term)
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Royalties means those royalties to be paid by
the Licensee to FAPL in respect of Sales of Licensed Articles as
set out at clause 6
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Sales means the number of the Licensed
Articles distributed for value (whether in consideration of
monetary payment or otherwise for a quantified financial benefit)
and the word “sold” shall be construed
accordingly
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Season means a Premiership season which
shall generally commence in August of one year and finish in May of
the following year
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Stickers means in respect of each Season
collectable stickers sold in packets or any other relevant
container in any size, format or material in printed paper format
only or in such other format having tangible physical form (for the
avoidance of doubt this may include packets of stickers with Gum)
as may be consented to by FAPL such consent not to be unreasonably
withheld; and mixed together so that each such Packet and/or each
relevant container contains stickers relating to the Approved
Players of more than one club and/or any other relevant image
(including by way of example any trophy currently held by or
otherwise relating to a particular Club) using any Authorised
Photograph together with the FAPL Designs and the Club Designs as
appropriate and in each case as approved in all regards by FAPL
pursuant to this Agreement and designed for sale in connection with
the Album in respect of the appropriate Season (and the word
“Sticker” shall be construed accordingly)
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Stickers and Albums
means a collection in
respect of each Season comprising one Album and corresponding
Stickers
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Term means the term of this Agreement
which shall commence on 1 June 2007 and shall continue for
three years unless the Agreement is terminated earlier in
accordance with its terms
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Territory means the world
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Trading Card Collection
means Trading Cards and
any means for containing or storing them which may be sold in all
sizes, formats and materials (including but not limited to a Binder
and in packets) provided that the Trading Cards are mixed together
so that each vendable unit contains Trading Cards relating to the
Players of more than one Club and may incorporate such elements as
are required for the manufacture or production of a trading card
game including but not limited to playing cloths or mats, storage
binders or boxes, scorecards, card shoes, dice, discs, chips,
markers, strategy or instructional guides and game tips
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Trading Cards
means collectable
trading cards sold in all sizes formats and materials including but
not limited to trading cards, game cards, lenticular styrene
plasticards and laminate each depicting one or more Approved Player
using an Authorised Photograph together with those of the FAPL
Designs and the Club Designs appropriate thereto and the Approved
Text appropriate thereto in each case as approved in all regards by
FAPL pursuant to this Agreement and forming part of the Trading
Card Collection
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Topps Name and Logo
means that official name
and logo of the Licensee set out at Error! Reference source not
found. and such other marks the goodwill and all relevant
intellectual property rights in which are owned by the Licensee as
may be notified to FAPL from time to time by the
Licensee
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2
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Extent of License
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2.1
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In
consideration of the payment of the Minimum Guarantee and the
Royalties in accordance with clause 6 FAPL hereby grants to the
Licensee the following rights throughout the Territory and for the
Term
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(a)
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the
exclusive right as set out in clause 4 subject to the terms of this
Agreement to produce manufacture distribute and sell the Trading
Card Collection and Stickers and Albums
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(b)
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the
exclusive right to enter into Premium Agreements and
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(c)
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the
right subject to the terms of this Agreement to incorporate the
Club Designs the FAPL Designs and/or the Authorised Photographs in
all Promotional Materials approved in accordance with this
Agreement
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2.2
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All
rights not expressly granted to the Licensee hereunder are reserved
to FAPL which shall be free to exploit such rights in any manner in
its sole discretion subject to the provisions of clause 4 or as
otherwise agreed herein
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3
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Supply of Materials and
Approvals
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3.1
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FAPL shall notify Licensee by 1 June
during each year of the Term of its member Clubs for the next
Season or, subject to any circumstances outside the control of the
FAPL, as soon as the FAPL shall become aware of any changes to the
final composition of the member Clubs and shall arrange on or
before 1 September in each of 2007 2008 and 2009 or such
alternative date in such year as FAPL and the Licensee may agree in
writing for the photographing of each and all of the Players of
each and all of the Clubs and a photograph of the entire available
team of each Club and shall provide to the Licensee the
Players’ Photographs resulting from the said process on or
before the second Friday in September in each such year or such
alternative date as FAPL and the Licensee may agree in writing. The
parties hereby agree for the avoidance of doubt that (save for such
non-exclusive licence of copyright in relation to the
Players’ Photographs for the duration of the Term as is
strictly necessary to permit the Licensee to enjoy and use the
rights expressly granted to it pursuant to clause 2.1) any and all
copyright and other rights of intellectual property of whatever
nature in and in respect of the Players’ Photographs shall as
between the parties remain vested in FAPL
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3.2
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FAPL shall supply or procure the
supply by the Clubs of materials (including artwork and
transparencies used in reproducing the FAPL Logo and the Club
Designs and the re-shooting of any photographs provided for at 3.1
above) which FAPL (acting reasonably) agrees are reasonably
necessary to the Licensee for the purposes of exercising the rights
granted to it pursuant to this Agreement. Such supply will take
place as soon as is reasonably practicable and at no cost to the
Licensee other than where processing or handling costs are involved
in which case a reasonable charge payable to FAPL (or the Clubs as
appropriate) may be made to cover such costs
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3.3
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Any
materials supplied to the Licensee hereunder together with any
copies thereof made by the Licensee shall as between the parties
hereto remain the property of FAPL and shall be returned to FAPL on
reasonable notice in writing (and in any case following termination
and/or expiry of this Agreement) at the expense of the
Licensee
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3.4
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In
respect of the Trading Card Collection in each Season
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(a)
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the
collection shall include at least 1 Player from each Club. The
Licensee shall have discretion to decide how many Players are
depicted from each Club and shall not be obliged to depict an equal
number of Players from each Club. However the Licensee shall not
allow discrepancies to arise in the depiction of Players (other
than in special or bonus cards comprised in the collection) of
greater than 1:2 as between any two (2) Clubs
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(b)
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the
Licensee shall deliver to FAPL as soon as reasonably practicable
following delivery of the Player Photographs to it by FAPL pursuant
to clause 3.1 (a) art
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work proofs of the Trading Cards and
any Binder comprising for each Club the design format for and all
information appearing on the Trading Cards for that Club and/or
Binder plus one representative design of a card for that Club and
(b) a list of the Players to be included in the Trading Card
Collection
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(c)
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FAPL shall consider the materials
supplied pursuant to clause 3.4(b) of this Agreement and shall as
soon as is reasonably practicable and in any event before the
expiry of fifteen (15) working days provide the Licensee with
written notice that either
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(i)
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the
said material is approved or
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(ii)
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the
said material is not approved together with details of the elements
thereof which are not approved reasons for non-approval and
suggestions as to what would be approved in its place
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but
for the avoidance of doubt FAPL shall not unreasonably withhold
approval in relation to features of the Trading Card Collection and
may object to the inclusion of any Player only on the basis that he
is not or will shortly cease to be registered with the Club for
which he is depicted
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(d)
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In
the event that (and to the extent that) FAPL has failed within
fifteen (15) working days of receipt of the materials supplied
pursuant to clause 3.4(b) of this Agreement to provide written
notice as set out at clause 3.4(c)(ii) and/or 3.4(c)(ii) in respect
of the same then FAPL shall not thereby be in breach of this
Agreement and the Licensee shall have no rights against FAPL in
connection with the said failure but FAPL shall be deemed to have
notified its approval of the materials so affected pursuant to
clause 3.4(c)
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(e)
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In
the event that FAPL notifies (or is deemed to have notified
pursuant to clause 3.4(d)) the Licensee that all relevant materials
of and relating to the Trading Card Collection are approved the
Players depicted therein shall be deemed Approved Players the
depictions of the Players used therein shall be deemed Authorised
Photographs and the text used therein shall be deemed Authorised
Text (in each case in relation to the Trading Gard Collection only)
and the Licensee shall be authorised to produce and shall produce
in sufficient numbers copies of the Trading Card Collection which
conform in all respects with the relevant materials in accordance
with the grant set out at clause 2 of this Agreement
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(f)
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Any
and all copies of the Trading Cards and/or the Trading Card
Collection produced pursuant to this Agreement shall conform in all
respects with the relevant materials approved or deemed to have
been approved pursuant to this clause 3.4 and no amendment change
or variation in design to the same may be made by the Licensee save
with the express written consent of FAPL at its absolute
discretion
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(g)
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In
the event that FAPL notifies the Licensee that any materials and/or
any component of any materials of or relating to the Trading Card
Collection is not
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approved the
Licensee shall supply fresh materials relevant thereto in
accordance with the terms of clause 3.4(a) not later than ten
(10) working days following receipt of such notification and
the terms of this clause 3.4 shall apply thereto
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3.5
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In
respect of the Stickers and Albums in each Season
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(a)
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the
Stickers shall exhibit an equal number of Player Photographs in
respect of each Club and in any event not less than 12 per
Club
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(b)
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the
Licensee shall deliver to FAPL as soon as reasonably practicable
following delivery of the Player Photographs to it by FAPL pursuant
to clause 3.1 (a) art work proofs of the Album comprising for
each Club the design format and all text appearing in the Album for
that Club plus one representative design of a Sticker for that Club
and (b) a list of the Players to be depicted in the Stickers
for that Club
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(c)
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FAPL shall consider the materials
supplied pursuant to clause 3.5(b) of this Agreement and shall as
soon as is reasonably practicable and in any event before the
expiry of fifteen (15) working days provide the Licensee with
written notice that in the case of such material either
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(i)
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the
said material is approved or
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(ii)
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the
said material is not approved together with details of the elements
thereof which are not approved reasons for non-approval and
suggestions as to what would be approved in its place
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but
for the avoidance of doubt FAPL shalt not unreasonably withhold
approval in relation to features of the Stickers and Albums and may
object to the inclusion of any Player only on the basis that he is
not or will shortly cease to be registered with the Club for which
he is depicted
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(d)
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In
the event that (and to the extent that) FAPL has failed within
fifteen (15) working days of receipt of the materials supplied
pursuant to clause 3.5(b) of this Agreement to provide written
notice as set out at clause 3.5(c)(i) and/or 3.5(c)(ii) in respect
of the same then FAPL shall not thereby be in breach of this
Agreement and the Licensee shall have no rights against FAPL in
connection with the said failure but FAPL shall be deemed to have
notified its approval of the materials so affected pursuant to
clause 3.5(c)
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(e)
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In
the event that FAPL notifies (or is deemed to have notified
pursuant to clause 3.5(d)) the Licensee that all relevant materials
of and relating to the Stickers and Albums are approved the Players
depicted therein shall be deemed Approved Players the depictions of
the Approved Players shall be deemed Authorised Photographs and the
text used therein shall be deemed Authorised Text (in each case in
relation to the Stickers and Albums only) and the Licensee shall be
authorised to produce and shall produce in sufficient numbers
copies of the
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Stickers and Albums which conform in
all respects with the relevant materials in accordance with the
grant set out at clause 2 of this Agreement
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(f)
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Any
and all copies of the Stickers the Albums and/or the Stickers and
Albums produced pursuant to this Agreement shall conform in all
respects with the relevant materials approved or deemed to have
been approved pursuant to this clause 3.5 and no amendment change
or variation in design to the same may be made by the Licensee save
with the express written consent of FAPL at its absolute
discretion
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(g)
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In
the event that FAPL notifies the Licensee that any materials and/or
any component of any sample of or relating to the Stickers and
Albums is not approved the Licensee shall supply fresh materials
relevant thereto in accordance with the terms of clause 3.5(b) not
later than 1 week following receipt of such notification and
the terms of this clause 3.5 shall apply thereto
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3.6
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In
respect of Promotional Material
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(a)
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The
Licensee shall deliver to FAPL as soon as reasonably practicable
and in any event not later than fifteen (15) working days
prior to the date of the first intended use of the same sample
designs of any and all Promotional Material intended to be used by
the Licensee together with full details of those media in which the
same is intended to be used and in what parts of the world the same
is intended to be used together with such other details as FAPL may
reasonably require from time to time
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(b)
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FAPL shall consider the samples and
proposals supplied pursuant to clause 3.6(a) of this Agreement and
shall as soon as is reasonably practicable and in any event not
later than fifteen (15) working days after receipt provide the
Licensee with written notice that in the case of each such sample
and proposed use either
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(i)
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the
said sample and proposed use is approved or
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(ii)
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the
said sample and/or proposed use is not approved together with
reasons for non-approval
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but
for the avoidance of doubt FAPL shall not unreasonably withhold
approval in relation to features of the Promotional
Materials
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(c)
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In
the event that (and to the extent that) FAPL has failed within
fifteen (15) working days of receipt of the materials supplied
pursuant to clause 3.6(a) of this Agreement to provide written
notice as set out at clause 3.6(b)(i) and/or 3.6(b)(ii) in respect
of the same then FAPL shall not thereby be in breach of this
Agreement and the Licensee shall have no rights against FAPL in
connection with the said failure but FAPL shall be deemed to have
notified its approval of the materials so affected pursuant to
clause 3.6(b)(ii) where (but only where) the said materials are
materials required to produce and/or distribute or otherwise
publish those Promotional Materials set out at Error! Reference
source not found. in
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connection with launch of the
Stickers and Albums and/or the Trading Card Collection in respect
of any Season
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(d)
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In
the event that FAPL notifies (or is deemed to have notified
pursuant to clause 3.6(c)) the Licensee that any sample of the
Promotional Materials and any proposed use of the same is approved
the Licensee shall be authorised to use in accordance with the
terms of use so approved by FAPL and the terms of this Agreement
Promotional Materials which conform in all respects with the said
sample in accordance with the grant set out at clause 2 of this
Agreement
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(e)
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Any
and all Promotional Materials produced pursuant to this Agreement
shall conform in all respects with the relevant samples approved or
deemed to have been approved pursuant to this clause 3.6 and no
amendment change or variation in design to the Promotional
Materials nor any use not expressly authorised pursuant to this
clause 3.6 may be made by the Licensee save for such language or
regulatory changes as may be appropriate for territories outside
the UK or with the express written consent of FAPL (which may be
withheld at its absolute discretion)
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(f)
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In
the event that FAPL notifies the Licensee that any sample of the
Promotional Materials or any proposed use thereof is not approved
the Licensee may supply fresh samples and/or fresh proposals as to
use thereof in accordance with the terms of clause 3.6(a) following
receipt of such notification and the terms of this clause 3.6 shall
apply thereto
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(g)
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In
the event that Promotional Materials are used and have not been
approved in accordance with the Agreement, upon being notified by
FAPL the licensee shall immediately withdraw such Promotional
Materials
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3.7
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Where and to the extent that FAPL
reasonably deems it necessary to obtain consent or approval from
any Club prior to notifying FAPL’s approval of any materials
pursuant to this clause 3 FAPL shall notify the Licensee of this
necessity and each of FAPL and the Licensee shall use their
respective reasonable endeavours to procure such consent
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4.1
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FAPL undertakes and warrants to the
Licensee (subject to clauses 4.2 and • and save as set
out therein) that neither it nor any Club or Player shall during
the Term produce any Competitive Product or grant to any Person the
right to produce any Competitive Products and/or the right to grant
any such rights. [INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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4.2
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By
way of clarification and refinement of clause 4.1 the parties
hereto agree that the exclusivity granted thereby shall not
include
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(a)
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[INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
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(b)
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[INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
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(c)
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[INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
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(d)
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[INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
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5
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Use of Property
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For
the avoidance of doubt the Licensee hereby acknowledges and agrees
that:
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(a)
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the
Property will only be utilised in accordance with the terms of this
Agreement and will not be utilised in connection with any other
goods or services manufactured distributed or provided by the
Licensee or for any other purposes whatsoever save only as
expressly authorised by FAPL pursuant to the terms of this
Agreement or by separate arrangement with the Licensee
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(b)
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(except where otherwise agreed by
FAPL in writing prior to any distribution thereof) the Licensed
Articles and all Promotional Material distributed in relation to
the Licensed Articles shall bear a statement to the effect that the
product is “Manufactured under licence from The F.A. Premier
League Limited”
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(c)
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the
Licensee shall not pass off the Licensed Articles as authorised or
otherwise endorsed by any individual Player(s) or Manager(s) and
shall if reasonably requested by FAPL clearly and visibly indicate
this on the Licensed Articles using wording such as “This
product is not endorsed by any individual player or manager”
(or some such other form as may be agreed in writing by FAPL in
advance); and without prejudice to the generality of the above the
Licensee agrees that where individual Players are depicted upon any
Promotional Materials it shall ensure (without prejudice to
FAPL’s rights of approval as set out at clause 3) that (to
the extent available space reasonably permits) not less than four
(4) Players from four different Clubs are depicted upon each
unit of such Promotional Materials. Where the said Promotional
Materials are packets for Stickers or Trading Cards the number of
Players which must be so depicted upon each unit shall be not less
than two (2) and the same two (2) Players shall not
appear on more than 50% of such units
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6
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Consideration
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6.1
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In
consideration of the grant of the rights granted pursuant to this
Agreement the Licensee agrees to pay to FAPL
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(a)
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by
way of payment of the total Minimum Guarantee payable by Licensee
to FAPL which shall be in no way refundable or repayable but shall
be recoupable pursuant to clause 6.7 only the sum of £
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pounds sterling) payable in
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instalments on each 1 November and 1
April respectively during the Term commencing on 1
November 2007 with the last instalment to be paid on 1
April 2010;
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(i)
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in
respect of the period from 1 st November 2007 to 31
st
March 2008 the sum
of £ [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pounds sterling); and
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(ii)
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in
respect of the period from 1 st April 2008 to 31
st
October 2008 the
sum of £ [INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] pounds sterling); and
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(iii)
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in
respect of the period from 1 st November 2008 to 31
March 2009 the sum of £ [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] pounds sterling);
and
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(iv)
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in
respect of the period from 1 st April 2009 to 31
st
October 2009 the
sum of £ [INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] pounds sterling); and
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(v)
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in
respect of the period from 1 st November 2009 to 31
st
March 2010 the sum
of £ [INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] pounds sterling); and
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(vi)
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In
respect of the period from 1 st April 2010 to 31
st
October 2010 the
sum of £ [INFORMATION SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] pounds sterling).
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(b)
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Royalties upon any and all Sales of
Stickers in packet form within the United Kingdom and Eire in the
following percentages based on Sales in any one Season
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(i)
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upon the Net Sales Value of Sales of
Stickers of up to a total value of £ [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pounds
sterling) a sum equal to [INFORMATION SUBJECT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] per cent) thereof
and
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(ii)
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upon the Net Sales Value of Sales of
Stickers of a total value of between £ [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and £
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] a sum equal to [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] per cent) thereof
and
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(iii)
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upon the Net Sales Value of Sales of
Stickers of a total value of more than £ [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] a sum
equal to [INFORMATION
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SUBJECT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] per cent) thereof
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PROVIDED THAT each of the total
values referred to in this clause 6.1(b) shall for the purposes of
this clause 6.1(b) be increased for each year of this Agreement
after the first by the corresponding amount of any increase in the
RPI over the previous year and for this purpose each year shall run
from 1 October to 30 September and “RPI” means the
retail price index currently issued by the UK Government from time
to time or any successor index thereto
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(c)
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Royalties upon the Net Sales Value
of the total Sales of Trading Cards in packet form within the
United Kingdom and Eire in a sum equal to [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per cent)
thereof
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(d)
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Royalties upon the Net Sales Value
of the total Sales of Stickers and/or Trading Cards in packet form
outside the United Kingdom and Eire in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per cent) thereof
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(e)
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Royalties upon the Net Sales Value
of Sales of Stickers and/or Trading Cards in any form other than
packet form (in each case where the same is expressly permitted by
FAPL pursuant to this Agreement and including by way of example and
without limitation in tins boxes or uncut sheets)
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(i)
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of
a total value of up to £ [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per cent) thereof and
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(ii)
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of
a total value of more than £ [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per centum) in respect of any such Sales which
take place in the United Kingdom and Eire and in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per cent) in respect of any such Sales which
take place in any other part of the world
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(f)
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Royalties upon the Net Sales Value
of the total Sales of Binders in a sum equal to [INFORMATION
SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per cent)
thereof
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(g)
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Royalties upon the Net Sales Value
of the total Sales of Stickers sold with Gum in a sum equal to
[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] per cent) thereof
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(h)
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Royalties upon the Net Sales Value
in relation to the Sales of any Licensed Articles pursuant to any
Premium Agreement in a sum equal to [INFORMATION SUBJECT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] percent)
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6.2
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The
Licensee shall within thirty (30) days after each Quarter Day
furnish to FAPL a complete and accurate statement
showing
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(a)
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the
volume and Net Sales Value of Sales of Licensed Articles during
such Quarter and to date broken down in such manner (including but
not limited to as set out at clause 6.2(b)) as FAPL may
stipulate
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(b)
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the
number title price format and territory of units sold or otherwise
distributed by or on behalf of the Licensee
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(c)
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the
Licensee’s estimate of Net Sales Value of Sales and Royalties
for the following Quarter
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(d)
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any
other information reasonably requested by FAPL or which is
customary for the Licensee to supply to licensors in the same or
similar relationships as that which the Licensee has with FAPL
under this Agreement
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Following the commercial release of
the first Licensed Articles each statement shall be furnished to
FAPL as aforesaid whether or not any Licensed Articles have been
Sold during such period. Upon presentation of the statement FAPL
shall issue an invoice to the Licensee who shall then arrange
payment to be made subject to clause 6.6 within fifteen
(15) days of receiving such invoice. Receipt by FAPL of any of
the statements furnished pursuant to this Agreement or of any sums
paid hereunder shall not preclude FAPL from questioning the
correctness thereof at any time and in the event that any
inconsistencies in such statements or mistakes in payments are
discovered they shall immediately be rectified and the appropriate
payments made to FAPL. Subject to clause 6.6 a final payment shall
be made and statement furnished within thirty (30) days after
the next Quarter Day following termination in accordance with
clause 15 or the expiry of the Term as the case may be. For the
avoidance of doubt Royalties shall accrue under this Agreement upon
the earlier of the date of shipment by the Licensee or the date of
invoice by the Licensee and shall be included within the statement
for the Quarter during which such date occurred
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PROVIDED ALWAYS THAT
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The
Licensee shall have the right to withhold from Royalties due to
FAPL in relation to any Quarter a reserve not to exceed 25% (twenty
five per cent) of Royalties due on the Licensee’s cumulative
Sales made on a “sale or return” basis up to the end of
such Quarter which reserve shall be liquidated and adjusted by
payme
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