Date: December __, 2011
Country: See “Territory” belowAverage price per program:
Contract No: Average price per telecast:
BASIC TELEVISION LICENSE AGREEMENT
LICENSEE: Satellite Television Asian Region Ltd. / LICENSOR: CPT Holdings, Inc.(Address and Fax Number): 8/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Kowloon, Hong Kong
Fax No. 852-2621-8031 / (Address and Fax Number): 10202 West Washington Blvd, Culver City, California90232, USA
Fax No. (310) 244-1873
TERRITORY(S):
For the Licensed Service as a Basic Television Service: Bhutan, Brunei, Cambodia, People’s Republic of China (hotel & foreign compounds only), Laos, Macao, Myanmar, Nepal, Papua New Guinea, Philippines, Solomon Islands, Sri Lanka, Taiwan and Vietnam
For the Licensed Service as a Subscription Pay Television Service: Hong Kong, Indonesia, Malaysia, Singapore, and Thailand
All of the foregoing shall be subject to all applicable, government-mandated trade restrictions which may be in force or may come into force during or after the Term in which event the country subject to the trade restriction shall be deemed automatically removed from the definition of Territory. To the extent Licensee needs to reclassify a Licensed Service from a Basic Television Service to a Subscription Pay Television Service, or vice versa, in one or more countries of the Territory, such reclassification shall be subject to Licensor’s prior written approval on a case-by-case basis, such approval not to be unreasonably withheld. / LICENSED SERVICE(S): Fox Family Movies
EXCLUSIVITY: Non-exclusive
AUTHORIZED LANGUAGE: Original/English and dubbedin thefollowing language in the respective Territory(expressly excluding Tamil, Hindi, Telugu and other Indian languages), in each case with or without subtitles in such languages:
Territory / Authorized Language
Hong Kong / Cantonese Chinese
Indonesia / Bahasa Indonesia
Malaysia / Bahasa Malaysia
Philippines / Tagalog
Singapore / Malay
Taiwan / Mandarin Chinese
Thailand / Thai
Vietnam / Vietnamese
PROGRAM NAME (and episode numbers, if applicable):
75 Features (as set forth on Exhibit 3 and incorporated herein by reference)
LICENSE PERIOD: For each Program, the License Period commences on the Availability Date thereof, and terminates after eighteen (18) months (unless terminated earlier in accordance with the Standard Terms and Conditions attached hereto as Exhibit 1).
Availability Dates: As set forth on Exhibit 3
Maximum Permitted Number of Exhibitions or Exhibition Weeks for each Program/Episode: 18 Weeks
Maximum Permitted Number of Exhibitions each Exhibition Week, if applicable:
4 not more than 1 of which shall be during prime time (the hours of 7:00 p.m. to 11:00 p.m.)
TOTAL LICENSE FEE: US$1,151,597, comprised of the following amounts and based on the amounts in Exhibit 4:
Year 1 Fee – US$455,875
Year 2 Fee – US$489,508
Year 3 Fee – US$206,214
PAYMENT TERMS: Licensee shall pay the total License Fee as follows:
Year 1 Fee – Four (4) equal quarterly installments of US$113,968.75 each, commencing on January 1, 2012
Year 2 Fee – Four (4) equal quarterly installments of US$122,377each, commencing on August 1, 2012
Year 3 Fee – Four (4) equal quarterly installments of US$51,553.50 each, commencing on August 1, 2013
Bank Account Information: Standard Chartered Bank (Hong Kong) Ltd., 15/F Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Hong Kong, Bank Account No: 44706641887, Bank Swift Code: SCBLHKHHXXX
HIGH DEFINITION EXHIBITION: Notwithstanding anything in Exhibit 1 to the contrary, Licensor also grants to Licensee the right to exhibit each Programin High Definition solely during each such Program’s License Period in the Authorized Language in the Territory on the version of the Licensed Service that is exhibited in HD known as “FOX FAMILY MOVIES HD” and which is wholly owned, controlled, and operated by Licensee.For purposes of calculating Exhibition Weeks for each Program hereunder, FOX FAMILY MOVIE CHANNEL HD shall be considered one Licensed Service with FOX FAMILY MOVIE CHANNEL to the extent that FOX FAMILY MOVIE CHANNEL HD meets the following requirements (the “Single Service Requirements”):
(i)has a programming schedule that is identical to and simulcast withFOX FAMILY MOVIES;
(ii)is made available only to subscribers who receive FOX FAMILY MOVIES; and
(iii)does not charge a separately identifiable charge to subscribers in the Territory to receive FOX FAMILY MOVIES HD in addition to the fee to receiveFOX FAMILY MOVIES.
In the event and at the time that FOX FAMILY MOVIESfails to meet the Single Service Requirements, FOX FAMILY MOVIES and FOX FAMILY MOVIES HD shall be considered to be separate Licensed Services for purposes of the Agreement and any exhibition of a Program on FOX FAMILY MOVIESand FOX FAMILY MOVIES HD shall constitute two separate Exhibition Weeks hereunder. “SD” means (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution). “HD” means any resolution that is (x) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) and (y) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution).
SIMULCAST RIGHTS: Subject at all times to the License Period and Exhibit 5, Licensee may simulcast (i.e., transmit for simultaneous, linear, real-time, non-interactive viewing) the exhibition of the Program in SD (as defined below) on the Licensed Service, solely in the Territory in the Authorized Languageto authenticated Subscribers, to: (i) Approved Mobile Devices and Tablets via the Approved Mobile Delivery Means in the Approved Mobile Format (all as defined in Exhibit 3) and/or (ii) Personal Computers via the Approved PC Delivery means. For the avoidance of doubt, the Simulcast Right granted herein is non-exclusive, is only with respect to the Programs licensed hereunder and shall in no event apply to any other Program licensed to Licensee from Licensor. Licensee shall neither charge nor receive any incremental fee for access to such simulcast of the Licensed Service. Licensee shall provide Licensor all relevant and available non-confidential information regarding usage of the Simulcast Rights and viewership of the Program on a simulcast basis including, without limitation, information regarding the number of viewers viewing the Program on Approved Mobile Devices, Tablets and Personal Computers, the demographics of such viewers (along with focus group surveys and any demographic studies), research highlighting user viewing and program selection behavior, the impact of marketing and promotions, and any other information Licensor may make suggestions to Licensee regarding the direction of ongoing research.
“Approved PC Delivery Means” means the public, free to the consumer (other than a common carrier/ISP charge) global network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web) using technology currently known as Internet Protocol (“IP”), whether transmitted over cable, DTH, FTTH, ADSL/DSL, broadband over power lines or other means (“Internet”).
“Personal Computer” means an individually addressed and addressable IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture that satisfies Exhibit 3.
“Tablet” shall mean any individually addressed and addressable IP-enabled device with a built-in screen and a touch screen keyboard, for which user input is primarily via touch screen, that is designed to be highly portable, not designed primarily for making voice calls, and runs on one of the following operating systems: iOS, Android, WebOS or RIM’s QNX Neutrino (each, a “Permitted Tablet OS”) “Tablet” shall not include Zunes, Personal Computers, game consoles (including Xbox Consoles), set-top-boxes, portable media devices, PDAs, mobile phones or any device that runs an operating system other than a Permitted Tablet OS.
SVOD: Licensee is granted the non-exclusive right to exhibit each Program on an SVOD (as defined below) basis in the Territory in the Authorized Language solely within a Licensed-Service-branded area, containing only Licensed Service programming, on an SVOD service wholly-owned, controlled and operated by Licensee and deliveredto authenticated Subscriberssolely via encrypted streaming (and not downloading) via the following platforms: (a) over the Delivery Systems of anAffiliated System to set-top boxes provided to Subscribers by such Affiliated System(“STB SVOD Service”),(b) over the Internet via a website located at the URL [INSERT URL] to Personal Computers, Tablets and Approved Mobile Devices (“Website SVOD Service”) and (c) via WiFi or 3G/4G mobile networks by means of a “mobile app” for use on Tablets and Approved Mobile Devices (“Mobile SVOD App” and collectively with the STB SVOD Service and Website SVOD Service, “SVOD Services”); provided that:
(a)Each platform of theSVOD Services shall be made available only to Subscribers of the applicable linear Licensed Service as an enhancement thereto (and not as a standalone or a la carte SVOD service, nor combined with another SVOD service), at no additional charge to Subscribers (i.e., no consideration received from Subscribers beyond the periodic fees applicable to the applicable linear Licensed Service), whether characterized as a subscription, access, technical, per-transaction or other fee that applies specifically to an SVOD Service;
(b)In no event shall a Program be made available on the SVOD Services (a) prior to the premiere exhibition of such Program on the applicable linear Licensed Service, (b) for a single continuous period longer than twenty-one (21) days, commencing upon an exhibition of such Program on the applicable linear Licensed Service, (c) on more than three (3) separate occasions during the License Period, (d) within twenty-one (21) days after the end of the prior occasion such Program was made available on the SVOD Services, (e) in the last six (6) months of a Program’s License Period or after the License Period ends for such Program or (f) after the termination of the applicable Subscriber’s subscription to the applicable linear Licensed Service, and each time a Program becomes unavailable with respect to the SVOD Services for any reason, Licensee shall cause such Program to be permanently deleted from all Subscribers’ devices;
(c)Copying or recording of the Programs delivered by means of the SVOD Services is prohibited, including, without limitation, (a) storage on a set-top box or other equipment controlled or supplied by Licensee or an Affiliated System and (b) retransmission, transfer or other copying to any other recording device or medium;
(d)Eachplatform of the SVOD Service (e.g., the Website SVOD Service for a linear Licensed Service) must contain substantially the same programming both (a) as the applicable linear Licensed Serviceand (b) each other platform of the SVOD service (e.g. the STB SVOD Service for such linear Licensed Service), and Licensor’s content shall not comprise more than twenty-five percent (25%) of the total Licensee programming available on such SVOD Service;
(e)The Programs shall be made available on an SVOD basis without commercials or sponsorships;
(f)Licensee shall at all times comply with the content protection requirements and obligations and usage rules attached hereto as Exhibit 5;
(g)The Programs shall be delivered solely in Standard Definition; and
(h)Licensee shall provide Licensor all relevant and available non-confidential information regarding usage of eachSVOD Service and viewership of the Program on anSVODbasis on the Affiliated System set-top boxes and websites including, without limitation, information regarding the number of registered users viewingeach Program, the number views by streaming for each Program, the number of views by downloading for each program, the demographics of registered users (along with focus group surveys and any demographic studies), research highlighting user viewing and program selection behavior, the impact of marketing and promotions, and any other information Licensor may make suggestions to Licensee regarding the direction of ongoing research.
(i) “Subscription Video-On-Demand” or “SVOD” shall mean the point-to-point delivery of a single program or programs to a viewer in response to the request of such viewer (a) for which such viewer is charged a fixed periodic fee (no more frequently than monthly), and not on a per program(s) or per exhibition(s) basis, which fee is unaffected in any way by the purchase of other programs, products or services, but not referring to any fee in the nature of an equipment rental or purchase fee; (b) the exhibition start time of which is at a time specified by the viewer in its discretion; and (c) which may be displayed solely on a television associated with the set top box that received the program. “SVOD” shall not include, without limitation, video-on-demand, near video-on-demand, pay-per-view, so-called electronic sell through, manufacture-on-demand or in-store download-on-demand (including, without limitation, via kiosks, servers, the Internet and all location-based and web-based delivery), home video, premium pay television, basic television or free broadcast television exhibition.
MATERIALS SPECIFICATIONS: HD or Digital Betacam Pal with separate M&E track and promotional materials. If HD material is available, Licensor shall provide Licensee with material access letter(s) to order HD material (at Licensee’s cost, not to exceed US$1500 per Program) direct from Vendor. In the event that HD material is not available, at Licensee and Licensor’s mutual agreement, Licenseeshall be allowed toup-convert the resolution and exhibit the Program. Such up-conversion shall not alter the aspect-ratio of the Program. Licensee shall clearly and effectively indicate to viewers that such exhibition is not in actual HD.
ADDITIONAL PROVISIONS:
1. At the end of the License Period, Licensor shall have access to Licensee-dubbed versions of the Programs by payingLicensee 50% of the direct, actual, verified third party, out-of-pocket costs incurred by Licensee in preparing such Programs.
2. See Rider attached hereto as Exhibit 2 and incorporated herein by this reference.
3. In case of inconsistency between Exhibit 1 and the terms in the Schedule above, the Schedule shall prevail.
Attached hereto as Exhibit 1 are the Standard Terms and Conditions governing the license granted by Licensor to Licensee hereunder. Licensor and Licensee hereby acknowledge and agree that all of the terms and conditions set forth in Exhibits 1 through 5 inclusive are hereby incorporated into this Basic Television License Agreement by this reference as if fully stated herein.
Upon execution in writing by Licensor, this shall constitute a license agreement for the exhibition of the Programs herein in accordance with the terms and conditions hereof, as of
Licensor Name: CPT Holdings, Inc. / Licensee Name: Satellite Television Asian Region Ltd.By (signature):
Title: / By (signature):
Title:
EXHIBIT 1
STANDARD TERMS AND CONDITIONS
Contract No. HKO10B002X
EXHIBIT 2
RIDER TO STANDARD TERMS AND CONDITIONS
The Standard Terms and Conditions attached hereto as Exhibit 1 are revised as set forth below. Except as provided herein, all terms and conditions of the Basic Television License Agreement and attachments thereto and the Standard Terms and Conditions of Basic Television Agreement Contract No: HKO10B002Xremain in full force and effect as set forth therein.
Paragraph 1.1.3: Paragraph 1.1.3 shall be deleted in its entirety and replaced with the following:
“Affiliated System” shall mean each Delivery System located in the Territory which has a valid agreement with Licensee or a Controlled Affiliate pursuant to which (a)Licensee or a Controlled Affiliate provides such Delivery System with the Licensed Service(s) and (b) the Delivery System provides the Licensed Service(s) to its Subscribers as a Basic Television Service.
Paragraph 1.1.5: The first subparagraph 1.1.5(a) shall be deleted in its entirety and replaced with the following:
(a) the signal for which is fully Encrypted and is available solely within the Territory,
Paragraph 1.1.5[a]: The following shall be added as a new Paragraph 1.1.5[a]:
“Controlled Affiliate” shall mean a company wholly owned by Licensee, a company that wholly owns Licensee directly or indirectly, or a company that is wholly owned by such a company directly or indirectly.
Paragraph 1.1.6: Paragraph 1.1.6 shall be deleted in its entirety and replaced with the following:
“Delivery System” shall mean a cable television system, a master antenna system, a SMATV system, an MDS System, a DTH system, a master antenna system which receives programming directly from a satellite, or Internet Protocol Television (IPTV); provided that “Delivery System” shall in no event mean any open system such as the so-called Internet or World-Wide Web (or any comparable system).
Paragraph 1.1.10: Paragraph 1.1.10 shall be deleted in its entirety and replaced with the following:
“Licensed Service(s)” shall mean the Basic Television Service(s) and Subscription Pay Television Service(s) of Licensee or a Controlled Affiliate originating and delivered solely within the applicable Territories which are specified on the Television License Agreement, (a) which are wholly-owned or unilaterally controlled by Licensee or a Controlled Affiliate and (b) which consist of a full schedule of programming that is provided simultaneously solely throughout the Territory by Licensee or a Controlled Affiliate for delivery directly to subscribers or for exhibition over the facilities of Affiliated Systems for reception on one channel of subscribers’ television sets and Affiliated Institutions for reception on one channel of television sets located in non-public viewing rooms in such Affiliated Institutions in the Territory, without substitution or alteration.
Paragraph 1.1.18: Paragraph 1.1.18 shall be deleted in its entirety and replaced with the following:
“Subscribers” shall mean (a) a private residential home or other dwelling unit, or a private home on a military base, the residents or owners of which have elected to receive, and have been authorized by Licensee or a Controlled Affiliate to receive the Licensed Service(s); and (b) individual dwelling units in a single residential apartment building or residential apartment complex under common ownership or control, which building or complex has elected the option to receive, and has been authorized by Licensee or a Controlled Affiliate to receive, the Licensed Service(s).
Paragraph 1.1.19: The first subparagraph 1.1.19(a) shall be deleted in its entirety and replaced with the following: