BREAKING BAD AND BETTER CALL SAUL SUBSCRIPTION VIDEO-ON-DEMAND LICENSE

Transcription

1 BREAKING BAD AND BETTER CALL SAUL SUBSCRIPTION VIDEO-ON-DEMAND LICENSE This BREAKING BAD AND BETTER CALL SAUL SUBSCRIPTION VIDEO-ON- DEMAND LICENSE (this Agreement ), is entered into by and between CPT Holdings, Inc., a Delaware corporation ( Licensor ), and Netflix, Inc., a Delaware corporation ( Licensee ) on December 6, 2013, to be effective as of November 12, 2013 ( Effective Date ). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Incorporation by Reference. For purposes of this Agreement, the terms of that certain Subscription Video-On-Demand License Agreement dated as of November 12, 2013 by and between Columbia Pictures Corporation Ltd., a United Kingdom corporation, and Netflix Luxembourg S.à r.l. (the Netherlands Agreement ) are incorporated herein by reference; provided, that with respect to any conflict between the terms of this Agreement and the Netherlands Agreement, the terms of this Agreement shall control. Capitalized terms not otherwise defined herein shall bear the meanings ascribed to them in the Netherlands Agreement. 2. Territory. The following territories are licensed hereunder (each a Territory ): UK and Ireland, Nordics, Netherlands, Latin America, Belgium, France, Germany, Austria, Switzerland (each as defined below). a. UK and Ireland shall mean the United Kingdom, including England, Scotland, Wales, Northern Ireland, the Channel Islands and the Isle of Man, and the Republic of Ireland; b. Nordics shall mean Sweden, Norway, Finland, Denmark (including without limitation Greenland), and the respective territories, possessions, commonwealths, trusteeships, and protectorates of each as notified by Licensee to Licensor in writing (which shall include the Faroe Islands and Aland Islands); c. Netherlands shall mean Kingdom of the Netherlands and the Grand Duchy of Luxembourg; d. Latin America shall mean Mexico and its territories, commonwealths, possessions and trusteeships and all countries, territories, commonwealths, possessions and trusteeships within: (i) Central America (including, without limitation: Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama), (ii) South America, including, without limitation: Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, Dominica, Dominican Republic, and Venezuela), and (iii) the Caribbean Basin Islands (excluding Bermuda, Puerto Rico and the U.S. Virgin Islands, but including, without limitation: Anguilla, Antigua & Barbuda, Aruba, Barbados, Bahamas, Bonaire, the British Virgin Islands, the Cayman Islands, Curaçao, Eustatius, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, Saba, Saint Barthélemy, St. Kitts & Nevis, St. Lucia, Sint Maarten, St. Martin, St. Vincent and the Grenadines, Trinidad, Tobago and the Turks and Caicos Islands); e. Belgium shall mean Belgium, its provinces, territories and possessions. f. France shall mean France, including the overseas departments Guadeloupe, Martinique, Guiana and Reunion, and the overseas territories Nouvelle-Caledonia, Sony-Netflix SVOD BB-Saul Agreement [final].docx -1-

2 Polynésie française, Wallis et Futuna, Mayotte, Saint-Pierre-et-Miquelon, Terres Australes et antarctiques françaises; and, on a non-exclusive basis, Monaco and Andorra; g. Germany, Austria, Switzerland shall mean Germany, Austria, Switzerland, and each of their respective territories and possessions. 3. Licensed Languages. The Licensed Languages shall mean each of the following languages, applicable per Territory as indicated on Exhibit B:, Danish, Swedish, Norwegian, Finnish, Dutch, French, German, Neutral Spanish, and Brazilian Portuguese. 4. Licensed Programs. Each of the programs set forth in Exhibit A attached hereto and incorporated by reference (collectively, the Licensed Programs ) shall constitute a TV Series (and an Included Program) to be licensed by Licensee pursuant to the terms and conditions set forth in the Netherlands Agreement, as modified by this Agreement. The parties acknowledge that Better Call Saul is a current working title that may change, and all references to Better Call Saul in this Agreement shall mean the certain one-hour scripted TV Series that: (i) features the character Saul Goodman from Breaking Bad, (ii) stars Bob Odenkirk during at least the first two (2) seasons, (iii) is a spinoff of Breaking Bad, (iv) is co-created and executive produced by Vince Gilligan; and (v) is produced in the language for, and airs on, one of the following in the U.S.: ABC, NBC, CBS, Fox, AMC, HBO, Showtime, Starz, Netflix, or any cable network with at least 70 million subscribers in the U.S.; provided, that foregoing clause (v) shall be satisfied for any season if Better Call Saul does not air on one of the foregoing networks or services but the average budget per episode for such season is not materially less than the average budget per episode for season 1. For the avoidance of doubt, Licensor is not guaranteeing that any particular number of seasons of Better Call Saul will be produced. In the event that a season of Better Call Saul does not satisfy all of the applicable foregoing five (5) elements or if the series is temporarily or permanently cancelled in the U.S. but the series is still in production for international distribution, Licensor shall promptly notify Licensee and such season and all subsequent seasons shall not be Licensed Programs and this Agreement shall terminate prospectively solely with respect to any such subsequent seasons of Better Call Saul produced; provided, that Licensee will have a one-time exclusive right of first negotiation to exploit such subsequent seasons of Better Call Saul on an SVOD basis in the Territories, such exclusive first negotiation period ending no earlier than forty-five (45) days after Licensee s receipt of such notification. In the event the first episode of Better Call Saul is not aired in the U.S. on or prior to December 31, 2016, this Agreement shall automatically terminate solely with respect to Better Call Saul and the Library Commitment in Paragraph 10 of this Agreement shall not apply. 5. Availability Date. The Availability Date(s) for each of the Licensed Programs in each of the Territories is set forth on Exhibit B. 6. License Period. The License Periods for each of Better Call Saul and Breaking Bad shall begin on their respective Availability Dates and shall expire on the end date set forth on Exhibit B. 7. License Fees. In consideration of the rights granted hereunder with respect to the Licensed Programs, Licensee shall pay to Licensor a License Fee for each Licensed Program as set forth on Exhibit C. For avoidance of doubt, the Breaking Bad License Fees for Netherlands listed on Exhibit C shall replace the License Fees for Breaking Bad in Schedule A of the Netherlands Agreement. Sony-Netflix SVOD BB-Saul Agreement [final].docx -2-

3 8. Payment Terms. a. The License Fees for Better Call Saul shall be due and payable in equal quarterly installments over the duration of the first four (4) years of each season s License Period, with the first such quarterly payment due on the 15th day of the calendar month immediately following such Included Program s Availability Date and each subsequent quarterly payment due on the 15th day of the first month of each calendar quarter thereafter. With respect to the retroactive License Fee increases for Better Call Saul described in the proviso following the License Fees listed on Exhibit C, Licensee shall pay the difference between the original License Fee and the new License Fee for each episode in equal quarterly installments over the course of the remaining payments due for the original License Fee for such episode, or if Licensee has completed payments of the original License Fee for any episode, the License Fee increase shall be payable in four (4) equal quarterly installments with the first such installment due on the 15 th day of the calendar month of the Availability Date of Season 4 or Season 8, as applicable, and each subsequent quarterly installment due the 15 th day of the first month of each calendar quarter thereafter. b. The License Fees for Breaking Bad shall be due and payable in equal quarterly installments over four and a half (4½) years, with the first such quarterly payment due on January 15, 2014 and each subsequent quarterly payment due on the 15th day of the first month of each calendar quarter thereafter. 9. Holdbacks. a. With respect to each episode of Better Call Saul licensed hereunder, Licensee shall be the exclusive SVOD licensee (other than as set forth in clause (ii) below) in each Territory during its License Period. Further, prior to and during its License Period hereunder, Licensor shall not exploit, or authorize any third party to exploit, any episode of Better Call Saul (including any language, excerpts and version) in the applicable Territory other than as follows: i. After 12:01am local time in the applicable Territory on the day after such episode s initial Availability Date hereunder, through Non-Theatrical Exhibition, Home Theatre, Home Video, EST, VOD/TVOD/PPV; provided, however, that the DVD/Blu-ray Disc and Ultra HD/4K release for each season shall be no earlier than the respective DVD/Blu-ray Disc and Ultra HD/4K release in the United States. Nothing herein shall restrict Licensor s ability, thirty (30) days prior to such permitted exploitation, to pre-promote the release of Better Call Saul in connection with any of the foregoing. ii. Two (2) years after commencement of its License Period hereunder, pursuant to a single (at any given time) Free TV or linear Basic TV license per season per country and, solely with respect to Belgium, Switzerland and Luxembourg, per language, within the applicable Territory, and Licensor may include (x) limited on-demand Catch Up Rights (not more than thirty (30) days after broadcast and not more than five (5) episodes at any time (where each episode can be refreshed no more often than seven (7) calendar days) solely as an ancillary right as part of such linear licenses and (y) Simulcast Rights in connection with such linear licenses. Prepromotion of the linear exploitation permitted in this paragraph is allowed thirty (30) Sony-Netflix SVOD BB-Saul Agreement [final].docx -3-

4 days prior to such permitted linear exploitation; provided, that with respect to printed bi-monthly promotional guides pre-promotion is permitted sixty (60) days prior to such permitted linear exploitation. iii. For avoidance of doubt, Licensee shall be entitled to exhibit, market and promote the premiere in the applicable Territory of each episode of Better Call Saul licensed hereunder. b. With respect to each episode of Breaking Bad licensed hereunder, Licensee shall be either (i) the non-exclusive SVOD licensee, or (ii) the exclusive SVOD licensee to the extent indicated on Exhibit B, in the applicable Territory during its License Period. Further, during the exclusive portion of its License Period hereunder, Licensor shall not exploit, or authorize any third party to exploit, Breaking Bad (including any language, excerpts and version) in the applicable Territory other than through Non-Theatrical Exhibition, Home Theatre, Home Video, EST, VOD/TVOD/PPV and pursuant to a single (at any given time) Free TV or linear Basic TV license per season per country and, solely with respect to Belgium, Switzerland and Luxembourg, per language, within such Territory, and Licensor may include (x) limited on-demand Catch Up Rights (not more than thirty (30) days and not more than five (5) episodes at any time) solely as an ancillary right as part of such linear licenses, and (y) Simulcast Rights in connection with such linear licenses; provided, that with respect to Latin America Licensor may have both a single Free TV and a single linear Basic TV license per season per country. For clarity, in no event shall Licensor license, or authorize the exploitation of, a season of Breaking Bad to both a pan-regional linear Basic TV licensee and a local linear Basic TV licensee in a given country in Latin America. c. Solely with respect to Netherlands, prior to October 31, 2014 the holdbacks contained in Clause 4.2.2(b) of the Netherlands Agreement will apply with respect to Breaking Bad. Commencing November 1, 2014, the holdback set forth in Paragraph 9.b will apply. 10. Library Commitment. Subject to the first episode of Better Call Saul being produced and delivered to Licensee hereunder, Licensee (or its affiliate) shall be obligated to license from Licensor (or its affiliate), in the aggregate across all agreements between Licensor and Licensee (or their respective affiliates, if applicable) with respect to the territories of Netherlands, UK and Ireland, Nordics, Belgium, France, Germany, Austria and Switzerland, no less than US$7,500,000 of Library Features and Library Series during (i.e., with an Availability Date occurring in) Licensor s 2015 fiscal year (April 1, 2014 through March 31, 2015) and 2016 fiscal year (April 1, 2015 through March 31, 2016), provided that (i) at least $2,500,000 of such licensed product must be Library Series and (ii) at least $3,750,000 of such licensed product must be licensed in Licensor s 2015 fiscal year (April 1, 2014 through March 31, 2015), with at least $1,250,000 of such 2015 licensed product being Library Series. For the avoidance of doubt, the foregoing library commitment is in addition to the licensing commitments set forth in agreements between Licensor and Licensee (or their respective affiliates, if applicable) with respect to any of the foregoing territories. 11. Credits. Licensee shall be entitled to include the following credit in the applicable Territories on the SVOD Service with respect to each episode of Better Call Saul licensed hereunder: a front end credit, for which Licensor shall have approval rights. Licensee shall provide Licensor with details regarding the proposed front-end credit (including playback placement) (and shall copy Paul Littmann (paul_littmann@spe.sony.com) and Robert Lanier (robert_lanier@spe.sony.com) Sony-Netflix SVOD BB-Saul Agreement [final].docx -4-

5 and any other individual(s) designated by Licensor on such request) and Licensor shall respond to such request for approval within ten (10) business days; provided that if Licensor fails to respond within the foregoing period Licensee shall send a follow-up request to everyone receiving the original request and shall also copy Audrey Lee (audrey_lee@spe.sony.com) and Dina Wiggins (dina_wiggins@spe.sony.com) (and any other individual(s) designated by Licensor) on such follow-up, and if Licensor fails to respond to such follow-up request for approval within five (5) business days such failure to respond shall constitute approval. At any time in its sole discretion, Licensor will have the right to require that Licensee promptly remove such credit; provided that such right shall only be exercised if Licensor reasonably believes that inclusion of such credit jeopardizes or harms Licensor s relationship with a third party involved with production and/or development of Better Call Saul. 12. Withdrawal. Solely with respect to Better Call Saul and Breaking Bad, Clause 6 of the Netherlands Agreement shall be deleted and replaced in its entirety with the following: Licensor may withdraw Better Call Saul and/or Breaking Bad or either of their related materials at any time because of pending litigation or actual claim received in writing from a third party, judicial proceeding or regulatory proceeding, in all cases in order to minimize the risk of material liability in connection with Licensee s continued distribution of such program. Notwithstanding the foregoing, Licensor and Licensor s affiliates shall not enter into any agreement to license Better Call Saul or Breaking Bad to a third party in a manner that would prevent Licensor from being able to license the rights hereunder to Licensee. Licensor shall, in such event, give Licensee written notice of such withdrawal and set forth in reasonable detail the withdrawal cause. For any withdrawn Included Program, Licensor shall either, at Licensee s option, refund to Licensee or credit against Licensee payables within sixty (60) calendar days of the effective date of such withdrawal, a pro rata amount of all License Fees paid to Licensor for such withdrawn Included Program for which the License Period(s) has not begun or has not expired, such pro rata amount to be calculated based upon the percentage of the applicable License Period for each such withdrawn Included Program that remains as of the effective date of such withdrawal. Further, Licensor acknowledges and agrees that Licensor and affiliates of Licensor may not exhibit, or license or otherwise provide to another party, a withdrawn Included Program for distribution on an SVOD or pay television (as such term is understood in the entertainment industry) basis during the remainder of what would have been the relevant License Period(s) hereunder without first offering the withdrawn Included Program to Licensee in accordance with the terms and conditions set forth herein for the full duration of the remaining License Period(s). 13. Delivery of Better Call Saul. With respect to Better Call Saul (including all seasons and episodes licensed hereunder), and notwithstanding anything to the contrary in the Netherlands Agreement, including without limitation Clause 8 of such Netherlands Agreement, Licensor shall deliver all materials as soon as practicable and in any event: (a) the language Copy of each episode of Better Call Saul no later than one (1) day prior to the day of such episode s U.S. broadcast; provided, that Licensor shall use best efforts to deliver such Copy two (2) days prior to the day of such episode s U.S. broadcast, (b) the Licensed Language subtitle assets (for all Licensed Languages other than ) for each episode no later than five (5) days after the day of such episode s U.S. broadcast, and (c) the Licensed Language dubbed assets (solely in French, German, Neutral Spanish and Brazilian Portuguese) for each episode no later than twenty-three (23) days after the day of such episode s U.S. broadcast. Licensee acknowledges and agrees that local language assets might not be provided until after the Availability Date. With respect to Sony-Netflix SVOD BB-Saul Agreement [final].docx -5-

6 Better Call Saul, the Marketing Materials shall also include the Additional Promotional Materials listed in Exhibit D. 14. Music Rights. For purposes of this Agreement, the definition of PRO contained in Clause 13.4 of the Netherlands Agreement shall mean the following, or any other relevant collecting society with requisite legal authority and jurisdiction in the applicable Territory with respect to the Communication to the Public Rights of the musical compositions contained in the Included Programs as are required for Licensee s transmission of the Included Programs via the SVOD Service: Territory UK and Ireland Nordics Netherlands Latin America Belgium France Germany Austria Switzerland PRO PRS with respect to UK and IMRO with respect to Ireland STIM with respect to Sweden, TONO with respect to Norway, TEOSTO with respect to Finland and KODA with respect to Denmark (as may be collectively represented by Nordisk Copyright Bureau) BUMA with respect to the Netherlands and SACEM with respect to Luxembourg SACM with respect to Mexico For all other countries, the performing rights organization in each country having legal authority and jurisdiction in such country over the rights for the public performance/ communication to the public of the musical compositions contained in the Included Programs as are required for Licensee s transmission of the Included Programs via the SVOD Service SABAM SACEM GEMA AKM SUISA 15. Pre-Promotion. Solely with respect to Better Call Saul, and in addition to the pre-promotion rights contained in Clauses and of the Netherlands Agreement, Licensee may promote the upcoming exhibition of Better Call Saul in each Territory in printed bi-monthly promotional guides starting sixty (60) days prior to its Availability Date in such Territory. 16. For avoidance of doubt, with respect to Breaking Bad (including all seasons and episodes), effective as of the Effective Date, this Agreement amends and supersedes all terms and conditions of the Netherlands Agreement with respect to the license of Breaking Bad unless set forth otherwise. Nothing herein shall amend any other agreements between Licensor (and its affiliates) and Licensee (and its affiliates) with respect to any of the Territories. 17. Taxes. a. For purposes of this Agreement, the definition of Taxes contained in Clause 1.55 of the Netherlands Agreement is hereby deleted and replaced in its entirety with the following: Sony-Netflix SVOD BB-Saul Agreement [final].docx -6-

7 Taxes shall mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value added, goods and services, ad valorem, transfer, franchise, profits, withholding, payroll, excise, stamp, real or personal property, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, but excluding any related penalties and interest, imposed by any federal, territorial, state, local, or foreign government or any agency or political subdivision of any such government. Sales, use, value added, goods and services, and similar taxes shall be referred to as Sales Taxes. b. For purposes of this Agreement, Clauses 7.4 through 7.8 of the Netherlands Agreement are hereby deleted and replaced in their entirety as follows: 7.4 Sales Taxes. The amounts to be paid by either party under this Agreement shall be exclusive of and unreduced by any Sales Taxes. Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. Where applicable law requires Licensee to selfassess or reverse-charge Sales Taxes, Licensee shall be solely responsible for complying with such law. The parties acknowledge and agree that to the extent that Included Programs may be considered to be purchased by Licensee from Licensor, such purchase is solely for the purpose of resale to subscribers. Accordingly, if Licensee provides Licensor with a valid resale certificate, then Licensor shall not collect any Sales Taxes covered by such certificate. 7.5 Withholding Taxes. Licensee may withhold from its payments to Licensor any Taxes required to be withheld by applicable law. Licensor may provide to Licensee and Licensee shall accept the documentation required by applicable law to establish Licensor s qualification for an exemption from or a reduced rate of withholding. Licensee shall (i) remit legally required amount from payment to Licensor to the applicable taxing authority, and (ii) within the time required for filing an IRS Form 1042S with the IRS or as otherwise required by applicable law, deliver to Licensor original documentation or a certified copy evidencing such remittance to permit Licensor to obtain a credit or withholding in respect of such amounts withheld (a Withholding Tax Receipt ). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, the Licensee shall be liable to and shall reimburse Licensor for the withholding Taxes deducted from payments due Licensor Due to the U.S. residency of the original contracting parties, Licensor and Licensee agree that as of the effective date of the Agreement, applicable law does not require withholding on payments from Licensee to Licensor. If Licensee s assignment causes an increased rate of tax withholding or deduction to apply to the payments to Licensor, then the gross amount payable by Licensee to Licensor shall be increased so that after such deduction or withholding, the net amount received by Licensor will not be less than Licensor would have received had Licensee not made the assignment. 7.6 Other Taxes. Except as otherwise provided in this Agreement, Licensee shall be solely responsible to determine, collect, bear, remit, and pay, and shall hold Sony-Netflix SVOD BB-Saul Agreement [final].docx -7-

8 Licensor forever harmless from and against, any and all Taxes (including interest and penalties on any such amounts, but other than Licensor s corporate income and similar taxes), payments, or fees required to be paid to any third party now or hereafter imposed or based upon the importation, licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Programs, Created Masters, or Advertising Materials, or any print or any Copy thereof. 7.7 Payment Direction. Unless and until Licensee is otherwise notified by Licensor, all payments due to Licensor hereunder shall be made in United States dollars by wire or ACH transfer to Licensor as follows: CPT Holdings, Inc. c/o Chase Manhattan Bank New York 4 Chase Metrotech Center Brooklyn, NY ABA # Account Number: Termination. Notwithstanding anything to the contrary, solely with respect to Better Call Saul and Breaking Bad, Clause 17.1 of the Netherlands Agreement is amended in its entirety to read as follows: 17.1 Without limiting any other provision of this Agreement and subject to Clause 17.6, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any and all other rights which it may have against Licensee, immediately terminate this Agreement or any license hereunder with respect to an Included Program if the Licensee Termination Event is specific to that particular Included Program, by giving written notice to Licensee, and in the event of Licensor s termination of this Agreement (or the license with respect to Better Call Saul), solely with respect to Better Call Saul, Licensee shall continue to pay the License Fees for the previously-licensed seasons and then-current season (if any) of Better Call Saul, if and as otherwise obligated to do so under the terms of this Agreement but for such termination, solely with respect to the then-current payment year corresponding to each such season (pursuant to Section 8(a) above). For purposes of illustration only, (A) if Season 3 is the then-current season: (I) if Licensor terminates this Agreement (or the license with respect to Better Call Saul) prior to the due dates of the second quarterly installments of each of Seasons 1, 2 and 3 for such payment year, then Licensee shall continue to pay the License Fees for the second, third and fourth quarterly installments for such payment year for each of Seasons 1, 2 and 3 (and for clarity no further License Fees shall be owed thereafter), and (II) if Licensor terminates this Agreement (or the license with respect to Better Call Saul) prior to the due dates of the third quarterly installments of each of Seasons 1, 2 and 3 for such payment year, then Licensee shall continue to pay the License Fees for the third and fourth quarterly installments for such payment year for each of Seasons 1, 2 and 3 (and for clarity no further License Fees shall be owed thereafter), and so on, and (B) if Better Call Saul has only two seasons and Licensor terminates this Agreement (or the license with respect to Better Call Saul) two years into the License Period for the second season, Licensee shall continue to pay the License Fees for any quarterly installments remaining for the then-current payment year for each of Seasons 1 and 2 (and for clarity no further License Fees shall be owed thereafter). In addition to any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law, Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Sony-Netflix SVOD BB-Saul Agreement [final].docx -8-

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10 EXHIBIT A LICENSED PROGRAMS 1. Better Call Saul TV SERIES Better Call Saul Better Call Saul: each subsequent season NUMBER OF EPISODES 10 (est.) TBD 2. Breaking Bad TV SERIES NUMBER OF EPISODES Breaking Bad: Season 1 7 Breaking Bad: Season 2 13 Breaking Bad: Season 3 13 Breaking Bad: Season 4 13 Breaking Bad: Season 5a 8 Breaking Bad: Season 5b 8 Sony-Netflix SVOD BB-Saul Agreement [final].docx -10-

11 EXHIBIT B LICENSED LANGUAGES; SVOD EXCLUSIVITY; AVAILABILITY DATE; LICENSE PERIOD 1. Better Call Saul TERRITORY LICENSED LANGUAGE(S) SVOD EXCLUSIVITY AVAILABILITY DATE UK and Ireland Exclusive The Availability Nordics Exclusive Date for each Danish episode of each Swedish season will be the Norwegian day after its initial Finnish broadcast in the Netherlands Exclusive United States Dutch German (Luxembourg only) French (Luxembourg only) Belgium Exclusive Dutch French France Germany, Austria and Switzerland Latin America French French German Neutral Spanish Brazilian Portuguese Exclusive Exclusive Exclusive LICENSE PERIOD (END DATE) The License Periods will commence on the applicable Availability Date and end upon the fourth (4th) anniversary of the Availability Date of the final episode of the final season of Better Call Saul licensed by Licensee in the applicable Territory (the 4 th Anniversary End Date ) unless Better Call Saul has less than five (5) seasons, in which case the License Periods shall end on the later of December 31, 2021 and the 4 th Anniversary End Date. 2. Breaking Bad TERRITORY LICENSED LANGUAGE(S) AVAILABILITY DATE SVOD EXCLUSIVITY START DATE LICENSE PERIOD (END DATE) UK and Ireland October 1, 2018 October 1, 2018 The License Periods will Nordics Danish Swedish Norwegian Finnish January 1, 2016 January 1, 2016 commence on the applicable Availability Date and end upon the fourth (4th) anniversary of the Availability Date of the final Netherlands All seasons other The Netherlands: episode of the final season Dutch than season 5b: November 1, 2014 of Better Call Saul licensed German (Luxembourg only) November 15, 2013 by Licensee in the applicable French (Luxembourg only) Luxembourg: Territory (the 4 th Season 5b: January 1, 2019 Anniversary End Date ) March 1, 2014 unless Better Call Saul has Sony-Netflix SVOD BB-Saul Agreement [final].docx -11-

12 Belgium France Germany, Austria and Switzerland Latin America Dutch French French French German Neutral Spanish Brazilian Portuguese and Dutch: September 1, 2014 French: January 1, 2019 and Dutch: January 1, 2018 French: January 1, 2019 November 1, 2014 January 1, 2016 September 1, 2014 January 1, 2016 September 1, 2014 October 1, 2016 less than five (5) seasons, in which case the License Periods shall end on the later of December 31, 2021 and the 4 th Anniversary End Date. For the avoidance of doubt, if Better Call Saul is not aired in the U.S. on or prior to December 31, 2016, the License Period for Breaking Bad shall end on December 31, Sony-Netflix SVOD BB-Saul Agreement [final].docx -12-

13 EXHIBIT C LICENSE FEES 1. Better Call Saul TERRITORY SEASONS LICENSE FEE (PER EPISODE) (USD) UK and Ireland Seasons 1-3 $400,000 Seasons 4-7 $480,000 Season 8 and subsequent $533,333 Nordics Seasons 1-3 $150,000 Seasons 4-7 $180,000 Season 8 and subsequent $200,000 Netherlands and Belgium ( and Dutch language) France and Belgium (French language) Seasons 1-3 $125,000 Seasons 4-7 $150,000 Season 8 and subsequent $166,667 Seasons 1-3 $325,000 Seasons 4-7 $390,000 Season 8 and subsequent $433,333 Germany, Austria and Switzerland Seasons 1-3 $350,000 Seasons 4-7 $420,000 Season 8 and subsequent $466,667 Latin America Seasons 1-3 $150,000 Seasons 4-7 $180,000 Season 8 and subsequent $200,000 provided, that upon the Availability Date for season 4, if any, the per episode License Fee applicable for each episode in seasons 1 through 3 shall retroactively be increased to the rate applicable for episodes of season 4; provided, further, that upon the Availability Date for season 8, if any, the per episode License Fee applicable for each episode in seasons 1 through 7 shall retroactively be increased to the rate applicable for episodes of season 8. Solely for the purpose of calculating the fee increase thresholds specified above, any season consisting of fewer than six (6) episodes shall not count as an entire season and the episodes for such season will be added to the episodes for the subsequent season (i.e., if each of season 2 and season 3 has five (5) episodes, they will be combined to constitute a ten (10) episode season for purposes of calculating the Sony-Netflix SVOD BB-Saul Agreement [final].docx -13-

14 fee increase thresholds), it being understood that Licensee shall still be required to license such season at the then-current License Fee per episode. 2. Breaking Bad TERRITORY SEASON LICENSE FEE (PER EPISODE) (USD) UK and Ireland all $75,000 Nordics all $100,000 Netherlands and Flemish Belgium all $100,000 France and Frenchspeaking Belgium Germany, Austria and Switzerland all all $150,000 (which shall be increased to $162,500 if Licensor is able to grant exclusive SVOD rights in France on November 1, 2014) $150,000 (which shall be increased to $162,500 if Licensor is able to grant exclusive SVOD rights on September 1, 2014) Latin America all $100,000 Sony-Netflix SVOD BB-Saul Agreement [final].docx -14-

15 EXHIBIT D ADDITIONAL PROMOTIONAL MATERIALS FOR BETTER CALL SAUL Required Promotional Materials: All promotional materials for Better Call Saul (i) generally made available by Licensor on a nonexclusive basis, and (ii) generally made available by Licensor on a non-exclusive basis to first run networks (e.g., AMC); including, without limitation, artwork, photography, and promotional clips or trailers (but the weekly episodic promotional clips shall be optional). In addition, Licensor shall use good faith efforts to provide Licensee with access to promotional materials created by or on behalf of the U.S. first run network. All such promotional materials in this paragraph shall be referred to hereafter as the Required Promotional Materials. Netflix Promotional Materials: Subject to obtaining Licensor s prior approval, Licensee shall have the right to create any and all promotional and marketing materials for Better Call Saul, including without limitation, key art, one sheets, print and digital ads, publicity images, production images, gallery photography, screen grabs, unit stills, frame/production stills, glamour shots of talent (in and out of character), photography of sets, backgrounds or locations, iconic prop images, title treatments and related graphics, promotional taglines and copy, trailers, spots, clips, main titles, electronic press kits (including any b-roll, behind the scenes, featurettes, talent interviews, etc), digital assets, mobile assets, social media content, synopsis of series, seasons and/or episodes, cast/talent bios, and series executives bios. Licensor shall use reasonable efforts to respond to any such requests for approval within five (5) business days; provided, that in any event, Licensor shall respond within fifteen (15) business days. All such promotional and marketing materials created by Licensee and approved by Licensor shall be referred to hereafter as the Netflix Promotional Materials. As requested by Licensee, Licensor shall use commercially reasonable efforts to provide Licensee with access to the series executives (e.g., directors, producers, etc.) and talent for Licensee to create the Netflix Promotional Materials that have been approved in concept by Licensor (and, for clarity, Licensee shall not use such access to approach such series executives and talent for clearance purposes). For the avoidance of doubt, such Netflix Promotional Materials shall be submitted for approval to Licensor after they are created. Licensor shall use reasonable efforts to respond to any such requests for approval within five (5) business days; provided, that in any event, Licensor shall respond within fifteen (15) business days. The Marketing Materials for Better Call Saul shall include the Required Promotional Materials and Netflix Promotional Materials. In addition to the other rights granted to Licensee in this Agreement, Licensee may market and promote, in any and all media now known or hereafter devised, that the series is available on the SVOD Service, and shall have a license to use the Required Promotional Materials and the Netflix Promotional Materials for such purpose in accordance with the terms of this Agreement. Ownership and Use of Marketing Assets: As between Licensee and Licensor, Licensor shall own all Marketing Materials. If Licensor desires to use or authorize others to use any Marketing Material created by and paid for by Licensee, Licensor may request access to or delivery of such materials and, if such request is granted, Licensor shall pay Licensee 50% of the third party, out-ofpocket cost incurred in creating such Marketing Material(s). For the avoidance of doubt, (a) Licensee shall remain the sole owner of all Licensee trademarks and other Licensee proprietary intellectual Sony-Netflix SVOD BB-Saul Agreement [final].docx -15-

16 property (which, for clarity, excludes Licensor/Better Call Saul trademarks and Licensor/Better Call Saul proprietary intellectual property) incorporated into such Marketing Materials and any consent to use such materials shall be deemed to include a non-exclusive license thereto, (b) Licensee is under no obligation to secure any rights in the Marketing Materials for the Licensor or any of its other licensees to use such Marketing Materials (e.g., rights in music, talent in promotional materials, or any other third party right) and any such use by Licensor and/or its other licensees shall be on an as is basis, provided that upon Licensor s request Licensee shall provide Licensor with any applicable clearance documentation and shall otherwise cooperate with Licensor in Licensor s efforts to clear such materials. Clearance and Approvals. Licensor shall (a) clear all rights to the Marketing Materials delivered by Licensor (and not modified by Licensee), and (b) use reasonable efforts to clear all rights to the Marketing Materials created by Licensee, in each case in the Territories which are necessary for all of Licensee s marketing and promotional uses; provided, however, that Licensee s marketing and promotional uses shall be subject to applicable guild restrictions (including limitations relating to the length of clips allowed without incurring residual or other costs and the use of guest actors in clips) and the talent restrictions provided to Licensee, and in each case Licensee shall comply with any such restrictions on a prospective basis. Sony-Netflix SVOD BB-Saul Agreement [final].docx -16-