Common use of LICENSED PROGRAMS Clause in Contracts

LICENSED PROGRAMS. Each of the programs set forth in Exhibit A attached hereto and incorporated by reference (collectively, the “Licensed Programs”) shall constitute a TV Series (and an Included Program) to be licensed by Licensee pursuant to the terms and conditions set forth in the Netherlands Agreement, as modified by this Agreement. The parties acknowledge that Better Call ▇▇▇▇ is a current working title that may change, and all references to Better Call ▇▇▇▇ in this Agreement shall mean the certain one-hour scripted TV Series that: (i) features the character “▇▇▇▇ ▇▇▇▇▇▇▇” from Breaking Bad, (ii) stars ▇▇▇ ▇▇▇▇▇▇▇▇ during at least the first two (2) seasons, (iii) is a spinoff of Breaking Bad, (iv) is co-created and executive produced by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (v) is produced in the English language for, and airs on, one of the following in the U.S.: ABC, NBC, CBS, Fox, AMC, HBO, Showtime, Starz, Netflix, or any cable network with at least 70 million subscribers in the U.S.; provided, that foregoing clause (v) shall be satisfied for any season if Better Call ▇▇▇▇ does not air on one of the foregoing networks or services but the average budget per episode for such season is not materially less than the average budget per episode for season 1. For the avoidance of doubt, Licensor is not guaranteeing that any particular number of seasons of Better Call ▇▇▇▇ will be produced. In the event that a season of Better Call ▇▇▇▇ does not satisfy all of the applicable foregoing five (5) elements or if the series is temporarily or permanently cancelled in the U.S. but the series is still in production for international distribution, Licensor shall promptly notify Licensee and such season and all subsequent seasons shall not be Licensed Programs and this Agreement shall terminate prospectively solely with respect to any such subsequent seasons of Better Call ▇▇▇▇ produced; provided, that Licensee will have a one-time exclusive right of first negotiation to exploit such subsequent seasons of Better Call ▇▇▇▇ on an SVOD basis in the Territories, such exclusive first negotiation period ending no earlier than forty-five (45) days after Licensee’s receipt of such notification. In the event the first episode of Better Call ▇▇▇▇ is not aired in the U.S. on or prior to December 31, 2016, this Agreement shall automatically terminate solely with respect to Better Call ▇▇▇▇ and the Library Commitment in Paragraph 10 of this Agreement shall not apply.