Common use of Marketing Arrangements Clause in Contracts

Marketing Arrangements. 35.1 For so long as the Minority Shareholder holds [***] (or more) of the voting rights of the Shares, the Majority Shareholder shall present the Board with any Marketing Arrangement prior to any Group Company entering into any such Marketing Arrangement for approval as a Board Reserved Matter. 35.2 If the Board does not approve the draft Marketing Arrangement as a Board Reserved Matter, the Majority Shareholder may revise the draft (having due regard to any reasonable comments raised by each of the Directors) and again present it to the Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement with immediate effect from the relevant Deadlock Matter deadline contemplated under Clause 17.4, provided that such Non-fee Provisions are on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time; and 35.3.2 any Fee Provisions of such draft Marketing Arrangement which remain unresolved (each, an “Unresolved Fee Provision”) shall be capable of being referred to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”). If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 in respect of such Unresolved Fee Provision, then the relevant Unresolved Fee Provision shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement, provided that such Unresolved Fee Provision is on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time. 35.4 Notwithstanding the provisions of Clause 3.1.2, none of the following shall constitute a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed to be approved by Super Majority Board Approval in accordance with Clause 35.3.1; or 35.4.2 any Unresolved Fee Provisions referred to (and determined by) an Expert pursuant to Clause 36 of this Agreement or otherwise automatically deemed to be approved by Super Majority Board Approval in accordance with Clauses 35.3.2 and/or Clause 36.

Marketing Arrangements. 35.1 For so long 10.01 IDEXX will be responsible for all marketing arrangements for the Analyzers and the VETTEST slides. IDEXX may appoint any of OCD’s medical/surgical dealers as distributors of or agents for the Minority Shareholder holds [***] Analyzers and the VETTEST slides but will not be obliged to do so. 10.02 IDEXX will be responsible for the establishment of dealer performance criteria for all dealers including OCD’s medical/surgical dealers (or more) if any are appointed by IDEXX as distributors of the voting rights of Analyzers and the Shares, the Majority Shareholder shall present the Board with any Marketing Arrangement prior to any Group Company entering into any such Marketing Arrangement for approval as a Board Reserved MatterVETTEST slides). 35.2 If the Board does not approve the draft Marketing Arrangement 10.03 IDEXX will keep OCD informed of and consult with OCD as a Board Reserved Matter, the Majority Shareholder may revise the draft (having due regard to any reasonable comments raised by each of the Directors) and again present it to the Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval marketing arrangements for the purposes Analyzers and the VETTEST slides but will not be obligated to OCD beyond the terms of this Agreement in connection with immediate effect from such marketing arrangements. 10.04 OCD hereby grants to IDEXX the relevant Deadlock Matter deadline contemplated exclusive right to distribute, solely in the veterinary market, under Clause 17.4the terms set forth in this Section 10.4, VITROS slides and VITROS analyzers that run solely VITROS slides. The parties also agree to use good faith, commercially reasonable efforts to negotiate a definitive distribution agreement not later than December 31, 2003. OCD agrees to refer any inquiries for VITROS analyzers in the veterinary market to IDEXX, and shall not accept any orders for such analyzers in the veterinary market. IDEXX agrees to refer any inquiries for VITROS analyzers outside the veterinary market to OCD, and shall not accept any orders for such analyzers outside the veterinary market. Notwithstanding any other provision of this Section 10.04, OCD and its affiliates shall continue to have the right to sell, directly or through distributors, VITROS analyzers and VITROS slides to all persons that are current VITROS end-user customers as of the Commencement Date, and to renew or extend the term of any contracts with such customers or, solely for the purpose of sales to such customers, with such distributors. The parties shall discuss terms for any sales opportunity in the veterinary market in good faith, on a case-by-case basis. OCD shall be responsible, at its sole expense, for providing warranty and out-of-warranty service and support to any customers to whom IDEXX sells a VITROS analyzer; provided that such Nonanalyzer is then covered by a maintenance agreement between OCD and that customer. IDEXX shall not modify or customize any VITROS product supplied hereunder, or remove or alter any product labels or re-fee Provisions are on arm’s length commercial terms (label any products, packaging or related materials for VITROS product supplied hereunder. OCD shall provide IDEXX, without charge, with such training in the marketing and otherwise consistent sale of VITROS products and with such marketing and technical assistance and product information as OCD may, in its discretion, consider necessary to assist with the fiduciary duties promotion and sale of the Directors products; provided that OCD’s training obligation shall be limited to training employees of IDEXX to train other IDEXX employees and sales agents. IDEXX shall defend and indemnify OCD from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any claim resulting from (a) any negligent act or omission or any willful misconduct by IDEXX in connection with the VITROS products supplied by OCD under this Section 10.04 or (b) any statement, representation or warranty made by IDEXX or any of its agents with respect to a VITROS product that is not contained in the context labeling or package insert and is not otherwise approved by OCD in writing or (c) any breach of IDEXX’s covenants in the preceding paragraph. OCD shall defend and indemnify IDEXX from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any claim (i) for injuries or death to persons or animals or damage to or destruction of tangible property arising out of the overall draft Marketing Arrangementuse of VITROS products sold under this Section 10.04 (whether claimed by reason of breach of warranty, negligence, product defect or other similar cause of action, regardless of the form in which any such claim is made) at the relevant timeor (ii) that any VITROS product sold under this Section 10.04 infringes a patent, copyright, trademark or trade secret of a third party; and 35.3.2 any Fee Provisions of such draft Marketing Arrangement which remain unresolved provided that this clause (each, an “Unresolved Fee Provision”ii) shall be capable not apply to any claim arising out of being referred the use of any product in conjunction with products not supplied by OCD. The indemnity procedures set forth in Section 16.06 shall apply to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”)this Section 10.04. If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 in respect of such Unresolved Fee Provision, then the relevant Unresolved Fee Provision shall be automatically deemed to have received Super Majority Board Approval for the purposes The provisions of this AgreementSection 10.04 shall apply only within the Exclusivity Territory. Furthermore, provided that such Unresolved Fee Provision is on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time. 35.4 Notwithstanding the provisions of Clause 3.1.2this Section 10.04 granting IDEXX exclusivity or restricting sales or marketing by or on behalf of OCD shall, none (a) automatically terminate immediately upon the termination of the following shall constitute a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed to be approved by Super Majority Board Approval in accordance with Clause 35.3.1; or 35.4.2 any Unresolved Fee Provisions referred Section 9.04(a) and (b) not apply to (i) any instruments weighing more than 200 pounds, or to any slides sold for use on such instruments, unless and determined byuntil the parties have executed the distribution agreement contemplated by this Section 10.04 and (ii) an Expert pursuant to Clause 36 of this Agreement or otherwise automatically deemed to be approved by Super Majority Board Approval in accordance with Clauses 35.3.2 and/or Clause 36Ortho-Clinical Diagnostics K.K. until January 1, 2004.

Marketing Arrangements. 35.1 For so long 10.01 IDEXX will be responsible for all marketing arrangements for the Analyzers and the VETTEST slides. IDEXX may appoint any of OCD’s medical/surgical dealers as distributors of or agents for the Minority Shareholder holds [***] Analyzers and the VETTEST slides but will not be obliged to do so. 10.02 IDEXX will be responsible for the establishment of dealer performance criteria for all dealers including OCD’s medical/surgical dealers (or more) if any are appointed by IDEXX as distributors of the voting rights of Analyzers and the Shares, the Majority Shareholder shall present the Board with any Marketing Arrangement prior to any Group Company entering into any such Marketing Arrangement for approval as a Board Reserved MatterVETTEST slides). 35.2 If the Board does not approve the draft Marketing Arrangement 10.03 IDEXX will keep OCD informed of and consult with OCD as a Board Reserved Matter, the Majority Shareholder may revise the draft (having due regard to any reasonable comments raised by each of the Directors) and again present it to the Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval marketing arrangements for the purposes Analyzers and the VETTEST slides but will not be obligated to OCD beyond the terms of this Agreement in connection with immediate effect from such marketing arrangements. 10.04 OCD hereby grants to IDEXX the relevant Deadlock Matter deadline contemplated exclusive right to distribute, to customers in the veterinary market, under Clause 17.4the terms set forth in this Section 10.04, VITROS slides and VITROS analyzers that run solely VITROS slides. The parties also agree to use good faith, commercially reasonable efforts to negotiate a definitive distribution agreement not later than December 31, 2003. Notwithstanding any other provision of this Section 10.04, OCD and its affiliates shall continue to have the right to sell, directly or through distributors, VITROS analyzers and VITROS slides to all persons that are current VITROS end-user customers as of the Commencement Date, and to renew or extend the term of any contracts with such customers or, solely for the purpose of sales to such customers, with such distributors. The parties shall discuss terms for any sales opportunity in the veterinary market in good faith, on a case-by-case basis. OCD shall be responsible, at its sole expense, for providing warranty and out-of-warranty service and support to any customers to whom IDEXX sells a VITROS analyzer; provided that such Nonanalyzer is then covered by a maintenance agreement between OCD and that customer. IDEXX shall not modify or customize any VITROS product supplied hereunder, or remove or alter any product labels or re-fee Provisions are on arm’s length commercial terms (label any products, packaging or related materials for VITROS product supplied hereunder. OCD shall provide IDEXX, without charge, with such training in the marketing and otherwise consistent sale of VITROS products and with such marketing and technical assistance and product information as OCD may, in its discretion, consider necessary to assist with the fiduciary duties promotion and sale of the Directors products; provided that OCD’s training obligation shall be limited to training employees of IDEXX to train other IDEXX employees and sales agents. IDEXX shall defend and indemnify OCD from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any claim resulting from (a) any negligent act or omission or any willful misconduct by IDEXX in connection with the VITROS products supplied by OCD under this Section 10.04 or (b) any statement, representation or warranty made by IDEXX or any of its agents with respect to a VITROS product that is not contained in the context labeling or package insert and is not otherwise approved by OCD in writing or (c) any breach of IDEXX’s covenants in the preceding paragraph. OCD shall defend and indemnify IDEXX from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any claim (i) for injuries or death to persons or animals or damage to or destruction of tangible property arising out of the overall draft Marketing Arrangementuse of VITROS products sold under this Section 10.04 (whether claimed by reason of breach of warranty, negligence, product defect or other similar cause of action, regardless of the form in which any such claim is made) at the relevant timeor (ii) that any VITROS product sold under this Section 10.04 infringes a patent, copyright, trademark or trade secret of a third party; and 35.3.2 any Fee Provisions of such draft Marketing Arrangement which remain unresolved provided that this clause (each, an “Unresolved Fee Provision”ii) shall be capable not apply to any claim arising out of being referred the use of any product in conjunction with products not supplied by OCD. The indemnity procedures set forth in Section 16.06 shall apply to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”)this Section 10.04. If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 in respect of such Unresolved Fee Provision, then the relevant Unresolved Fee Provision shall be automatically deemed to have received Super Majority Board Approval for the purposes The provisions of this AgreementSection 10.04 shall apply only within the Exclusivity Territory. Furthermore, provided that such Unresolved Fee Provision is on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time. 35.4 Notwithstanding the provisions of Clause 3.1.2this Section 10.04 granting IDEXX exclusivity shall (a) automatically terminate immediately upon the termination of Section 9.02 and (b) not apply to any instruments weighing more than 200 pounds, none of or to any slides sold for use on such instruments, unless and until the following shall constitute a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed to be approved parties have executed the distribution agreement contemplated by Super Majority Board Approval in accordance with Clause 35.3.1; or 35.4.2 any Unresolved Fee Provisions referred to (and determined by) an Expert pursuant to Clause 36 of this Agreement or otherwise automatically deemed to be approved by Super Majority Board Approval in accordance with Clauses 35.3.2 and/or Clause 36Section 10.04.

Marketing Arrangements. 35.1 For so long (a) All Marketing Content and all other communications that will be used in connection with the marketing or sale of Licensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, any Licensed Club or otherwise contain Licensed Hyatt Marks, including those items resulting from Marketing Support Services and Customer Analytics Services, must comply with Applicable Law (including Data Protection Laws), Licensor’s Privacy Policy, and the applicable Brand Standards at all times. Licensor acknowledges and agrees that all Marketing Content being used as the Minority Shareholder holds [***] (or more) of the voting rights Effective Date in connection with the marketing and sale of Shared Ownership Products at the Existing Projects comply with the current Licensor’s Privacy Policy and the current Brand Standards. All Marketing Content proposed or developed for the marketing and sale of the SharesLicensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, a Licensed Club or otherwise containing Licensed Hyatt Marks, must be approved by Licensor prior to its use in one of the Majority Shareholder following manners: (i) all Marketing Content which was prepared by or provided by Licensor to Licensee shall present the Board be deemed approved; (ii) all Marketing Content prepared in conformity with templates that have previously been approved by Licensor (and such approval has not been revoked), together with any Marketing Arrangement prior changes to such templates that are immaterial in nature and do not modify any Group Company entering into any presentation of Licensed Hyatt Marks on such Marketing Arrangement for approval as a Board Reserved Matter. 35.2 If the Board does not approve the draft Marketing Arrangement as a Board Reserved Mattertemplates, the Majority Shareholder may revise the draft (having due regard to any reasonable comments raised by each of the Directors) and again present it to the Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval for approved; (iii) all Marketing Content prepared in a manner agreed upon in the purposes Marketing Support Plan then in effect; (iv) all Marketing Content approved in the manner provided in Section 8.5(b) below (and such approval has not been revoked); and (v) all Marketing Content that has been previously approved by Licensor (and such approval has not been revoked) may be used thereafter in accordance with the terms of this Agreement with immediate effect from without further review by Licensor if there have been no material changes in the relevant Deadlock Matter deadline contemplated under Clause 17.4format or language used in, provided or scope or manner of uses of, such Marketing Content; provided, that all such Non-fee Provisions are on arm’s length commercial terms (and otherwise consistent Marketing Content is used in conformity with the fiduciary duties intended and approved scope of use of such Marketing Content, including the frequency and duration of use, distribution channels, geographic locations, markets, types of intended recipients, etc. Notwithstanding the foregoing to the contrary, Licensor may revoke any approval, and Licensee, its Permitted Affiliates and Permitted Sublicensees must discontinue using any previously approved Marketing Content and engaging in any previously-approved programs within the timeframe Licensor reasonably specifies after Licensee receives written notice from Licensor, which notice shall specify the reasons for such revocation. Licensee shall be permitted to exhaust reasonable quantities of previously prepared stock materials and shall have a reasonable period of time to remove or otherwise replace non-stock materials in use at such time. (b) Licensee may submit to Licensor (addressed to such representative of Licensor has designated by Licensor from time to time in a writing delivered to Licensee) by FedEx, UPS or other reputable overnight delivery service, by certified mail, return receipt requested, or by electronic mail for its prior written approval, samples of all such Marketing Content, together with a brief description of the Directors in the context intended scope of use of the overall draft Marketing Arrangement) at Content, including the relevant time; and 35.3.2 any Fee Provisions frequency and duration of such draft Marketing Arrangement which remain unresolved (eachuse, an “Unresolved Fee Provision”) shall be capable distribution channels, geographic locations, markets, types of being referred to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”)intended recipients, etc. If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice Licensor does not respond to Licensee’s request within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 Licensee’s delivery of any such approval request, Licensee may follow-up with a request for written confirmation from Licensor of its disapproval and objections (such follow-up request will include the following statement on the envelope, on the cover page of the request or on the subject line of the electronic mail: “URGENT — MATERIALS DEEMED APPROVED IF NO RESPONSE IS PROVIDED”). Within five (5) Business Days following any such follow-up request by Licensee, Licensor shall respond with a notice to Licensee stating specifically the deficiencies in respect Licensee’s request, with detail sufficient for Licensee to cure or correct the matters in question to the standard reasonably required by Licensor. Following Licensee’s submission of such Unresolved Fee Provisiona request revised to address Licensor’s objections, Licensor shall have five (5) Business Days to approve or disapprove the new submission, and the parties will continue the process of Licensor’s comment (within five (5) Business Days following each submission by Licensee) and Licensee’s revision until Licensor reasonably approves the request, as amended, by Licensee. If Licensor fails to respond within any five (5) Business Day period allowed in the process described above, then the relevant Unresolved Fee Provision Licensor shall be automatically deemed to have received Super Majority Board Approval approved the most recently revised request submitted by Licensee. (c) None of Licensee, its Permitted Affiliates or Permitted Sublicensees may use any video or photography of any Licensor Lodging Facility or any part thereof in connection with any Marketing Content or otherwise, without the prior written approval of Licensor, except for any then-current video or photography obtained through Licensor’s “Brand Manager” online manual (or successor program). Notwithstanding anything in this Section 8.5 to the purposes contrary, Licensor may reject, in its sole discretion, any Marketing Content that uses or contains any video or photography of any Licensor Lodging Facility or any part thereof not authorized pursuant to this AgreementSection 8.5(c). Licensor hereby provides its written consent to the use of the video or photography as used by the Acquired Companies as of the Effective Date; provided, provided Licensor reserves the right to revoke any approval in the manner described in Section 8.5(a) above. If an approval is revoked by Licensor, then Licensee shall have a reasonable period of time to remove and replace such video or photograph with an approved video or photograph. (d) Notwithstanding anything in this Section 8.5 to the contrary, Licensor’s review and approval of any Marketing Content shall not constitute any judgment or determination by Licensor that such Unresolved Fee Provision Marketing Content is on armin compliance with all Applicable Law. (e) Subject to Licensor’s length commercial terms requirements and at Licensee’s expense, Licensee, at its sole option, may conduct local and regional marketing, advertising and promotional programs. Licensee shall pay Licensor the reasonable fees that Licensor periodically establishes for optional marketing, advertising and promotional materials and other Marketing Content Licensee orders from Licensor for these programs. Licensee must conduct these programs in conformance with Brand Standards. All Marketing Content used in such programs must be approved in advance by Licensor pursuant to Sections 8.5(a) or (b) above. Licensee may not use any advertising, marketing, promotional, or public relations materials and otherwise other Marketing Content or engage in any programs that Licensor has not approved or has disapproved and must discontinue using any previously-approved materials and engaging in any previously-approved programs within the timeframe Licensor specifies after Licensee receives written notice from Licensor. (f) Licensee shall provide Licensor with representative samples of any advertising, marketing, promotional, or public relations materials and other Marketing Content associated with Licensee’s marketing initiatives and programs, as reasonably requested by Licensor. (g) With the exception of Exchange Programs for which the limitations set forth in clauses (i) and (ii) below do not apply, Licensee, whether itself or through an Affiliate or Permitted Sublicensee, may only enter into marketing arrangements with respect to the Licensed Business with third parties, and may only make available to Members those products and services, (i) that are consistent with the fiduciary duties brand positioning of the Directors Licensed Business and, with respect to such marketing arrangements, are in compliance with the Brand Standards or (ii) that are in place or in use as of the Effective Date, and any like replacements for such products and services; provided, however, notwithstanding anything herein to the contrary, Licensee, whether itself or through an Affiliate or Permitted Sublicensee, shall not enter into marketing arrangements which involve any of the Licensed Hyatt Marks with Lodging Competitors, companies that offer gaming services or credit, charge or debit cards (with the meaning of 12 C.F.R. 226.2(a)(15). Licensor may object if Licensor becomes aware of any marketing arrangement with respect to the Licensed Business with third parties that Licensor believes is not in compliance with the Brand Standards. Licensor will notify Licensee of such objection providing reasonable specificity with respect to the specific marketing arrangement and the Brand Standard that is violated, and the parties will cooperate and engage in discussions and attempt to agree on modifications to such practice(s) so that such practice(s) will be in compliance with any Brand Standard that was violated. Following such discussions, Licensor shall have the right to cause Licensee to terminate any such program or arrangement in the context event Licensor reasonably believes that such program or arrangement continues to fail to comply with the specified Brand Standard. (h) Except as otherwise permitted pursuant to the Marketing Support Plan then in effect or otherwise approved by Licensor in advance, Licensee shall not list, promote or rent any Licensed Shared Ownership Unit or Licensed Residential Unit inventory, for transient rental that is controlled or owned by Licensee, whether itself or through an Affiliate or Permitted Sublicensee, through any distribution or marketing channels operated under, or prominently associated with, a Lodging Competitor Brand. (i) Attached as Schedule 8.5(i) is a list of promotional, marketing or other alliance programs in place as of the overall draft Effective Date that the parties agree impose restrictions and requirements that may apply to the Licensed Business. Licensee shall comply with all restrictions and requirements set forth in such promotional, marketing or other alliance programs in place as of the Effective Date to the extent they apply to Licensee following the Effective Date. The parties will discuss future promotional, marketing or other alliance programs as part of the first (and any future) approved Marketing ArrangementSupport Plan. Licensor agrees that prior to entering into any new promotional, marketing or other alliance program, Licensor shall consult with Licensee with respect to those that are reasonably likely to create a more than de minimis adverse impact on Licensee’s ability to market or sell Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects or to operate the Licensed Business. To the extent the parties determine that such new program may create more than a de minimis adverse impact on Licensee’s ability to operate the Licensed Business or to market and sell applicable products, then Licensor shall use all commercially reasonable efforts to exclude the Licensed Business from the proposed program. (j) The distribution, marketing and advertising channels for all Projects shall be consistent in all material respects with the positioning of the Licensed Business and Licensor Lodging Facilities in the Upper-Upscale Brand Segment and Luxury Brand Segment. The parties agree to conduct reviews of such channels no less often than annually at the relevant timeAnnual Marketing Support Meeting. 35.4 Notwithstanding (k) Nothing in this Agreement is intended to prevent (i) the provisions of Clause 3.1.2, none use of the following shall constitute Licensed Hyatt Marks by Licensee’s Affiliate, Interval International, Inc. or Parent for business development or investor presentations; provided such use is a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed to be manner materially consistent with the practices previously approved by Super Majority Board Approval Licensor, or (ii) Licensee’s Affiliate, Interval International, Inc., or any of its subsidiaries, from continuing to use the Licensed Hyatt Marks to the extent necessary to designate individual properties made available to participants in accordance with Clause 35.3.1; or 35.4.2 any Unresolved Fee Provisions referred to Exchange Programs administered by such Affiliate or its subsidiaries, or (and determined by) an Expert otherwise permitted pursuant to Clause 36 any affiliation agreement between such Affiliate or its subsidiaries, and any of this Agreement the Acquired Companies or otherwise automatically deemed their Affiliates); provided, however, to be the extent any use of the Licensed Hyatt Marks requires the prior approval of an Acquired Company or its Affiliate, such use must also have been approved by Super Majority Board Approval Licensor in accordance with Clauses 35.3.2 and/or Clause 36a manner provided in Sections 8.5(a) or (b) above. The parties agree that all such affiliation agreements as of the Effective Date are described on Schedule 8.5(k).