Common use of Availability Date Clause in Contracts

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.9924.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window ProviderDistributor. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 24.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.9924.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed VOD Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the The Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event shall be notified by Licensor to Licensee no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber VOD Customer on account of such SubscriberVOD Customer’s selection of such Early Window Title from the Licensed VOD Service pursuant to a Subscriber VOD Customer Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable SubscriberVOD Customer’s purchase of any other picture, product or service.

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark ▇▇▇▇ between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 2.12.2 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.. DMLGLPD-#48430-v9-SONY_PRE-DVD_TERM_SHEET.DOC

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 2.12.2 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.. Directv-SPT Amd 2 to Lic Agreement (21MAR11) maa.doc

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window ProviderProvider (other than an affiliate of Licensor) provided that Licensee complies with all terms and conditions agreed to by such Other Window Provider that are directly related to such availability date. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor TheLicensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no shall be notified by Licensor to Licenseeno later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 2.12.2 shall be to use commercially reasonable efforts to market and promote any such Early Window Title. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.

Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window The Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be for each Program episode is (a) for “Days of Our Lives,” the date of its exhibition on a Thursday no earlier than 45 days following the wide applicable U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; Network and (b) notwithstanding anything for “The Young and the Restless,” one (1) business day prior to the contrary contained hereindate of exhibition on the applicable U.S. Network, as long as Licensor has approval from such U.S. Network as to such one day pre-release; provided that in the event of such U.S. Network disapproval, (a) Licensor shall exercise reasonable efforts to re-secure such U.S. Network’s approval, (b) upon written notice from Licensor that such U.S. Network re-approval cannot be obtained, Licensor shall have the right to renegotiate the License Fees hereunder (for both “The Young and the Restless” and “Days of Our Lives”), and (c) if, after at least sixty (60) days of such renegotiation, Licensor and Licensee cannot mutually agree to appropriate License Fees, Licensee shall have the right to terminate this Agreement by written notice delivered to Licensor at least thirty (30) days prior to the effective date of termination, which such notice must be sent to Licensor no later than the date ninety (90one hundred twenty (120) days after Licensor’s notice that U.S. Network re-approval could not be obtained. License Period. The License Period for each Program episode commences on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window its Availability Date and ends on the earliest of (a) the end of the Broadcast Year in which it had its Triggering U.S. Telecast, (b) the termination of this Agreement for an Early Window Title in accordance any reason permitted hereunder and (c) with respect to the foregoingFree/Basic TV Licensed Services (and corresponding Simulcast Licensed Services), after the completion of the Maximum Permitted Number of Exhibitions. Notwithstanding the foregoing sentence, Licensee may not lower continue to exhibit such Program on the Net Retail Price FOV/AVOD Catch-Up Licensed Services for such title below $29.99 at any time during its Early the full FOD/AVOD Catch-Up Window License Period. 2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor out in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth Section 6.3 herein, Licensee shall be under no obligation to offer such Early and for the full SVOD Standalone Window Title on the Licensed Service as part of the Early Window Test. 2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and set out in any event no later than 30 days prior to such Early Window Availability Date; provided thatSection 6.4.1 herein, except in the event notice of the Early Window Availability Date earlier termination of this Agreement for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 shall be to use commercially reasonable efforts to market and promote any such Early Window Titlereason permitted hereunder. 2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of applicable sales tax, coupons, DMLGLPD-#48430-v6-SONY_PRE-DVD_TERM_SHEET.DOC cash-back and/or other such marketing discounts in connection with such selection (excluding the Coupon), which Net Retail Price shall be determined by Licensee in Licensee’s sole discretion. Such Net Retail Price must be material and unaffected by the applicable Subscriber’s purchase of any other picture, product or service.