Common use of AMG Database Clause in Contracts

AMG Database. 4.1.1 AEC hereby irrevocably grants to Company the non-exclusive license (without the right of sub-license, whether to Company's affiliates or otherwise), throughout the universe, to use, copy, display and otherwise exploit the AMG Database, and any portions thereof, and the AMG Marks (as defined in Section 5 below), solely in and as part of the Store and/or UBL.▇▇▇. ▇.1.2 Subject to paragraph 4.3.7 below, the period of the license granted to Company pursuant to this paragraph 4.1 shall commence on June 1, 1998 and end on the date five (5) years after the expiration or termination of the term of this Agreement (the "AMG License Period"). 4.1.3 The rights licensed to Company hereby in respect of the AMG Database shall include all future revisions, enhancements and updates thereto. In this regard, AEC shall deliver to Company an updated copy of the most recent version of the AMG Database no later than upon the fifth day of each month of the AMG License Period (unless otherwise agreed upon by both parties) in a format to be mutually agreed upon. Delivery shall be by FTP pickup, at a designated site for Company's site, unless otherwise agreed by the parties. Any expenses for any other method of delivery shall be borne by Company. 4.1.4 With respect to musical recordings sold on the Store during the term of this Agreement via a digital transferring process when the AMG Database is used to help promote and feature such sales, AEC shall receive [***] of the revenues derived from such sales and actually received by Company [***]. 4.1.5 If Company continues to use the AMG Database on the Store and/or UBL.▇▇▇ ▇▇▇ing the portion of the AMG License Period occurring after the expiration or termination of the term of this Agreement, then, in consideration of the license granted to Company under this paragraph 4.1, Company agrees to pay AEC a royalty equal to [***] of the Net Monthly Sales generated after the expiration or termination of the term of this Agreement, but only for as long as Company continues to use the AMG Database. As used herein, the term "Net Monthly Sales" shall mean amount of revenues [***]. 4.1.6 For purposes of Section 365(n) of the United States Bankruptcy Code, the licenses granted to Company under this paragraph 4.1 shall be considered licenses of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if the party that grants such license is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of such party, or such party, as a debtor in possession, rightfully elects to reject this Agreement, Company may, pursuant to 11 U.S.C. --------------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Section 365(n)(1) and (2), retain any and all rights licensed to Company under this paragraph 4.1, to the maximum extent permitted by law, subject to Company making any payments to AEC required under paragraph 4.1.5 above. 4.1.7 If, at any time during the AMG License Period, AEC (or any affiliate of AEC) is approached by a third party or otherwise commences communications with a third party with respect to a proposed sale or other transfer of ownership or control in respect of the AMG Database, AEC (or such affiliate) shall promptly notify Company to such effect so as to accord Company a reasonable opportunity to negotiate with AEC (or such affiliate) in order to obtain the rights proposed to be so sold or transferred.

AMG Database. 4.1.1 AEC hereby irrevocably grants to Company the non-exclusive license (without the right of sub-license, whether to Company's affiliates or otherwise), throughout the universe, to use, copy, display and otherwise exploit the AMG Database, and any portions thereof, and the AMG Marks (as defined in Section 5 below), solely in and as part of the Store and/or UBL.▇▇▇. ▇.1.2 Subject to paragraph 4.3.7 below, the period of the license granted to Company pursuant to this paragraph 4.1 shall commence on June 1, 1998 and end on the date five (5) years after the expiration or termination of the term of this Agreement (the "AMG License Period"). 4.1.3 The rights licensed to Company hereby in respect of the AMG Database shall include all future revisions, enhancements and updates thereto. In this regard, AEC shall deliver to Company an updated copy of the most recent version of the AMG Database no later than upon the fifth day of each month of the AMG License Period (unless otherwise agreed upon by both parties) in a format to be mutually agreed upon. Delivery shall be by FTP pickup, at a designated site for Company's site, unless otherwise agreed by the parties. Any expenses for any other method of delivery shall be borne by Company. 4.1.4 With respect to musical recordings sold on the Store during the term of this Agreement via a digital transferring process when the AMG Database is used to help promote and feature such sales, AEC shall receive [***] of the revenues derived from such sales and actually received by Company [***]. 4.1.5 If Company continues to use the AMG Database on the Store and/or UBL.▇▇▇ ▇▇▇ing the portion of the AMG License Period occurring after the expiration or termination of the term of this Agreement, then, in consideration of the license granted to Company under this paragraph 4.1, Company agrees to pay AEC a royalty equal to [***] of the Net Monthly Sales generated after the expiration or termination of the term of this Agreement, but only for as long as Company continues to use the AMG Database. As used herein, the term "Net Monthly Sales" shall mean amount of revenues [***]generated by the Store (and UBL. 4.1.6 For purposes of Section 365(n) of ▇▇▇, ▇▇ the United States Bankruptcy Code, extent the licenses granted AMG Database is used to Company under this paragraph 4.1 shall be considered licenses of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to help promote and feature the contrary, if the party that grants such license is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of such party, or such party, as a debtor in possession, rightfully elects to reject this Agreement, Company may, pursuant to 11 U.S.C. --------------- [***] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Section 365(n)(1) and (2applicable sales), retain less any applicable shipping costs, handling charges, returns and all rights licensed to Company under this paragraph 4.1allowances, to the maximum extent permitted by law, subject to Company making any payments to AEC required under paragraph 4.1.5 abovesales tax and various credit card charges. 4.1.7 If, at any time during the AMG License Period, AEC (or any affiliate of AEC) is approached by a third party or otherwise commences communications with a third party with respect to a proposed sale or other transfer of ownership or control in respect of the AMG Database, AEC (or such affiliate) shall promptly notify Company to such effect so as to accord Company a reasonable opportunity to negotiate with AEC (or such affiliate) in order to obtain the rights proposed to be so sold or transferred.