Common use of Licensing of Existing Content and Contracts Clause in Contracts

Licensing of Existing Content and Contracts. New Content; No Conflicting Agreements FCB, on behalf of itself and its Affiliates, grants to Barca Media an exclusive worldwide license to the content and other materials existing as of the Closing Date that fall within the scope of the Business, whether such content and materials are owned by or licensed to FCB or its Affiliates (“Existing Content”). The Definitive Agreements will include a schedule of certain Existing Content. Prior to the Closing, FCB shall deliver to Barca Media copies of any material Existing Content that are not already in the possession of Barca Media. To the extent FCB or any of its Affiliates (other than Barca Media and its Subsidiaries) (i) are a party to any agreement that exclusively or primarily relates to the Business, then, at Barca Media’s election, FCB shall, and shall cause its Affiliates to, assign such agreement to Barca Media, or (ii) are a party to any agreement that relates (but not exclusively or primarily) to the Business, then the Parties shall discuss in good faith whether such agreement should be assigned in whole or in part to Barca Media assessing jointly and in good faith the consequences of such assignment and the possible triggering of any change of control clauses. FCB shall only license any FCB IP Rights or assign any agreements to Barca Media or its Subsidiaries as long as (a) FCB is not prohibited from doing so as a consequence of previous agreements entered into by FCB and in effect as of Closing, (b) doing so would not conflict with rights previously granted by FCB to third parties, or (c) such IP Rights or agreements are not licensable or assignable, respectively, by FCB; provided that, in each case of (a), (b) and (c), FCB shall use reasonable best efforts, at FCB’s cost, to obtain the right, consent or waiver to license the IP Rights or assign the agreements, as applicable, to Barca Media or its designated Subsidiaries. Pending obtaining such right, consent or waiver, the Parties shall cooperate with each other to agree to any reasonable and lawful arrangements designed to provide Barca Media with the economic claims, rights and benefits under such IP Rights or agreements, and assume the economic burdens and obligations with respect thereto, including by subcontracting, sublicensing or subleasing to Barca Media to the extent contractually permissible. Any content or other materials that are developed, created or reduced to practice by or for Barca Media or any of its Subsidiaries following the Closing shall be exclusively owned by Barca Media or its applicable Subsidiary. Following the execution of the BCA, FCB shall not, and shall cause its Affiliates not to, grant any rights to any Affiliate or to any third party that conflicts with or is inconsistent with the rights purported to be granted to Barca Media pursuant to this Term Sheet.