Certain information contained in this exhibit has been omitted and filed
separately with the Commission along with an application for Non-disclosure of
Information pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
ENHANCEMENT LICENSE AGREEMENT
THIS ENHANCEMENT LICENSE AGREEMENT (this "License Agreement") is made
and entered into by and between Prime Ticket Networks, L.P., a limited
partnership formed under the laws of the State of California, d/b/a "Fox Sports
West" ("Licensor") and ACTV, Inc., a corporation formed under the laws of the
State of Delaware ("ACTV") to be effective as of the 3rd day of December 1996
pursuant to that certain Master Programming License Agreement dated December 2,
1996 between ACTV and Liberty/Fox U.S. Sports, L.L.C. (the "Master Agreement").
1. Grant of Enhancement License. Licensor hereby grants to
ACTV a non-exclusive Enhancement License (all capitalized ten-terms used in this
License Agreement which are not otherwise defined in this License Agreement
shall have the meanings assigned to them in the Master Agreement) to Enhance and
Distribute Licensor's RSN Programming in accordance with and subject to the
terms of the Master Agreement, the terms and provisions of which are hereby
incorporated in this License Agreement in their entirety as though restated
herein.
2. Territory. The Territory covered by the Enhancement License
granted hereby shall be as set forth on Schedule I attached to this License
Agreement.
3. License Term. The License Term of the Enhancement License
granted hereby shall be from December 3, 1996 to December 31, 2001. ACTV agrees
to negotiate in good faith with Licensor during the 60-day period commencing 90
days prior to the end of the License Term or any extension thereof with respect
to an extension of this Enhancement License, and ACTV agrees that it will not,
during or prior to the end of such period, negotiate or entertain any offers
from any other party regarding any Enhancement or distribution of any sports
programming which would violate the terms of this Enhancement License if done
during the License Term.
4. Licensor's Programming Commitment. Licensor agrees, during
the License Term, to make available to ACTV for Enhancement and inclusion in the
Enhanced Regional Package at least the RSN Programming specified on Schedule 2
attached to this License Agreement and agrees that the License Fees specified in
Section 6 of this License Agreement shall be subject to the reductions specified
on such Schedule 2 if Licensor falls to meet such Programming Commitment.
5. ACTV's Enhancement Commitment. ACTV agrees that its
Enhancement Commitment to Enhance and Distribute as part of the Enhanced
Regional Package will extend, throughout the License Term, to all of the
Licensor's RSN Programming which consists of professional sporting events (other
than those specifically excluded on Schedule 3 attached to this License
Agreement) and to all other RSN Programming specified on such Schedule 3.
6. License Fees. As partial consideration for the Enhancement
License granted hereby, ACTV shall pay Licensor for each month during the
License Tenn, commencing with the month during which the first Enhanced Program
is Distributed by ACTV, the following:
(A) Until such time as the Number of Subscribers for any
month exceeds [XXXXXXX]:
(1) the product of $[XXXXXXX] multiplied by the
lesser of (a) the Number of Subscribers for
the month for which payment is being computed
or (b) [XXXXXXX], plus
(2) the product of $[XXXXXXX] multiplied by the
excess, if any, of the Number of Subscribers
for the month for which payment is being
computed over [XXXXXXX]
(B) For the first month for which the Number of
Subscribers exceeds
[XXXXXXX] and for each month during the License Term
thereafter:
(1) the product of $[XXXXXXX] multiplied by the
lesser of (a) the Number of Subscribers for
the month for which payment is being computed
or (b) [XXXXXXX], plus
(2) the product of $[XXXXXXX] multiplied by the
excess, if any, of the Number of Subscribers
for the month for which payment is being
computed over [XXXXXXX].
7. [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
8. Addresses for Notices. All notices, requests, demands,
directions and other communications relating to this License Agreement, the
Enhancement License granted hereby or the Master Agreement shall be addressed as
follows:
If to Licensor: General Manager
Fox Sports West
00000 Xxxxx Xxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
With a copy to: Legal Department
Fox Sports West
00000 Xxxxx Xxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
If to ACTV: President
ACTV, Inc.
1270 Avenue of the Americas
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party in the manner set forth in Section 17 of
the Master Agreement.
9. Ratings. ACTV represents and warranties that the
viewers of the Enhanced Package will be included among Licensor's viewers by the
appropriate ratings service (such as, for example Xxxxxxx) for purposes of
computing Licensor's viewership ratings.
10. Entire Agreement. This License Agreement and the
Master Agreement set forth the entire agreement and understanding of the parties
relating to the subject matter hereof, and supersede all prior agreements,
arrangements and understandings relating to the subject matter hereof.
IN MATTER WHEREOF, Licensor and ACTV have caused the License
Agreement to be duly executed as of the date first above written.
ACTV, Inc.
Prime Ticket Network, L.P.
By: /s/ Xxxxx Xxxxx By: /s/
-------------------------- ---------------------------
President General Manager
Date: 12/4/96 Date: 12/4/96
SCHEDULE 1
to Enhancement License Agreement between
ACTV, Inc. and Prime Ticket Networks, L.P.
The Territory shall be that portion of the State of California which is south of
the northern boundaries of Monterey, San Xxxxxx, Fresno and Inyo Counties, plus
the State of Hawaii and Xxxxx County, Nevada.
SCHEDULE 2
to Enhancement License Agreement between
ACTV, Inc. and Prime Ticket Networks, L.P.
Licensor agrees that it will make available to ACTV for Enhancement and
inclusion in the Enhanced Regional Package all of Licensor's RSN Programming,
limited only by applicable Rights Restrictions. If for any year during the
License Term ACTV nevertheless is unable, for lack of sufficient rights to such
events, to Enhance and Distribute at least 100 professional events out of
Licensor's RSN Programming, the monthly License Fees for such year shall be
adjusted to the product of $[XXXXXXX] (or such greater amount as may be
specified under Section 7 of this License Agreement) multiplied by the Number of
Subscribers for the month for which payment is being computed.
SCHEDULE 3
to Enhancement License Agreement between
ACTV, Inc. and Prime Ticket Networks, L.P.
If at any time during the License Term Licensor requests that ACTV Enhance and
Distribute as part of the Enhanced Regional Package any of Licensor's RSN
Programming, ACTV agrees to give such request serious consideration and to
negotiate in good faith with Licensor regarding such request.
enh-2.doc December 4, 1996
