Common use of Anti-avoidance Clause in Contracts

Anti-avoidance. Licensee agrees that it will, and will cause its Affiliates to, (i) use good faith efforts not to structure arrangements or agreements in a manner intended to cause revenues (by whatever name, categorization or characterization thereof) of transactions or series of related transactions that would otherwise be included in the Royalty Base not to be included in the Royalty Base (for illustrative purposes only, including by entering into a sublicensing arrangement that does not include Licensed Content within six (6) months of entering into a Sublicensing Arrangement with the same sublicensee that includes Licensed Content in order to avoid revenue from the former being included in the Royalty Base); (ii) ensure that each of the Packaged Sales Transaction Process and Allocations are made on an arm’s-length basis and in good faith; and (iii) not enter into, effect or undertake any transaction, or structure any arrangement or agreement with an Affiliate that is not a controlled Affiliate, that would cause any revenues (by whatever name, categorization or characterization thereof) that would otherwise be included in the Royalty Base to be billed or billable by such non-controlled Affiliates, and thus excluded from the Royalty Base.