Common use of Initial Pricing Clause in Contracts

Initial Pricing. Each year prior to the start of the U.S. television broadcast season (October 1 to September 30), but in no event later than June 30 of such year, Licensee will provide Licensor with a rate card with rates equal to the average cost per thousand impressions (“CPM”) paid by Licensee’s national advertisers from the most recently completed upfront season on a timeslot-by-timeslot basis (the “Estimated CPM”). All full clearance network upfront advertisers who obtain a guarantee on audience delivery shall be included within the calculation of Estimated CPM. The following shall be excluded from the calculation of Estimated CPM: (a) all advertisers who do not commit to buy inventory in the upfront sales cycle, (b) all advertisers who do not buy full clearance units, thereby running solely on the Licensee sub-network, (c) all advertisers whose units do not have a guarantee on audience delivery and are therefore preemptable at Licensee’s discretion; and (d) the impact of any audience deficiency units granted to Licensee’s national advertisers. For the purpose of calculating the amount of Televisa Advertising to be furnished to Licensor at no cost in order to satisfy the Guaranteed Advertising Amount, all advertising on the Networks will initially be priced at the Estimated CPM for such time slot, and all advertising on the Stations will be priced based on the monthly average rate for all advertising for such Station for the month of airing on a station by station and daypart by daypart basis, not including direct response and zero dollar spots.