Distribution agreement



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AMENDMENT NO. 10 TO THE

DISTRIBUTION AGREEMENT

AND

AMENDMENT NO. 5 TO THE

TEST LICENSE AGREEMENT
This Amendment no. 10 to that certain Distribution Agreement between Sony Pictures Home Entertainment Inc. and CinemaNow, Inc. dated April 7, 2006 as subsequently assigned and amended (the “Distribution Agreement”) and Amendment no. 5 to that certain Test License Agreement between Col-Star, Inc. and CinemaNow, Inc. as subsequently amended and assigned (the “Test License Agreement”), is made and entered into as of March [__],May ___, 2011 between Culver Digital Distribution Inc. (“CDD”) and Sonic Solutions LLC and its d/b/a RoxioNow division (“RoxioNow”) (the “Amendment”). Unless expressly stated to the contrary herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.


  1. Definitions.

    1. “Asus Cinema” means the movie service application located on ASUSTek Computer Incorporated (“Asus”) personal computers and laptops.



    1. “Asus” means ASUSTek Computer Incorporated and its subsidiaries and affiliates.



    1. “Fifth Mirror Service” means the Video-on-Demand programming and ODRL distribution service, which is and shall all times during the Term be branded with Asus branding and include “powered by RoxioNow” Sonic branding.



    1. “Flash Access” means Adobe’s Flash Access digital rights management software solutions, including providing protection for end-to-end encryption for streamed and/or downloaded content under the terms and conditions, technical specifications, compliance and robustness rules, and DRM usage rules required by Adobe.




    1. “HP Movie Store” means the movie service application located on Hewlett Packard, Inc. and its subsidiaries and affiliates (“HP”) personal computers and laptops.



    1. “PlayReady” means Microsoft’s PlayReady digital rights management software solutions, including providing protection for end-to-end encryption for streamed and/or downloaded content under the terms and conditions, technical specifications, compliance and robustness rules, and DRM usage rules required by Microsoft.




    1. “Sixth Mirror Service” means the Video-on-Demand programming and ODRL distribution service, which is and shall at all times during the term be branded with HP branding and include a “powered by RoxioNow” Sonic branding.





  1. Amendment to the Distribution Agreement.




    1. Fifth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Distribution AgreementFifth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement.




      1. The following language shall be added as a new fifth sentence to Section 16.4 of the Distribution Agreement:

“The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement and RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 2a and not otherwise defined shall have the meaning ascribed to them in the Distribution Agreement.




    1. Sixth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Sixth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Sixth Mirror Service, except that HP may provide billing and customer service activities; (2) the Sixth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Sixth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Sixth Mirror Service (4) nothing contained herein shall prevent CDD from entering into a direct relationship with HP with respect to the ODRL rights at any time and if there is an upon execution of such direct agreement between CDD and HP, this Amendment will automatically terminate with respect to the Distribution AgreementSixth Mirror Service with no further action necessary to effectuate such terminationupon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with HP; and (5) all ODRL audio-visual content on the non-Sixth Mirror Service portion of the Service is also available on the Sixth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with HP regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to HP for the Sixth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Sixth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor HP shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement.




      1. The following language shall be added as a new sixth sentence to Section 16.4 of the Distribution Agreement:

“The use and distribution of Included Programs in connection with the Sixth Mirror Service shall be only as specifically allowed by this Agreement and RoxioNow shall ensure that any and all Sixth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 2b and not otherwise defined shall have the meaning ascribed to them in the Distribution Agreement.




    1. Approved Streaming Format:




      1. CDD hereby approves Flash Access and PlayReady as Approved Streaming Formats for the distribution of Included Programs.




  1. Amendment to the Test License Agreement.




    1. Fifth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all VOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Test License Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Fifth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus upon execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Test License Agreement with no further action necessary to effectuate such termination; and (5) all VOD audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other VOD distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Test License Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Test License Agreement and for the same Territory set forth in the Test License Agreement.




      1. The following language shall be added as a new fifth sentence to Section 16.4 of the Test License Agreement:

“The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 3a and not otherwise defined shall have the meaning ascribed to them in the Test License Agreement.




    1. Sixth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Sixth Mirror Service shall be deemed to be part of the Service for the purposes of the Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all VOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Sixth Mirror Service, except that HP may provide billing and customer service activities; (2) the Sixth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Test License Agreement are not disclosed to the Sixth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Sixth Mirror Service (4) nothing contained herein shall prevent CDD from entering into a direct relationship with HP with respect to the VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Sixth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with HPupon execution of such direct agreement between CDD and HP, this Amendment will automatically terminate with respect to the Test License Agreement with no further action necessary to effectuate such termination; and (5) all VOD audio-visual content on the non-Sixth Mirror Service portion of the Service is also available on the Sixth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with HP regarding any marketing and/or promotional activities that CDD offers RoxioNow and other VOD distributors in the Territory and which CDD wants to offer to HP for the Sixth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Sixth Mirror Service in the same amount and manner as provided for in the Test License Agreement, provided, however, that neither RoxioNow nor HP shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Test License Agreement and for the same Territory set forth in the Test License Agreement.




      1. The following language shall be added as a new sixth sentence to Section 16.4 of the Test License Agreement:

“The use and distribution of Included Programs in connection with the Sixth Mirror Service shall be only as specifically allowed by this Agreement RoxioNow shall ensure that any and all Sixth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 3b and not otherwise defined shall have the meaning ascribed to them in the Test License Agreement.




    1. Approved Streaming Format:




      1. CDD hereby approves Flash Access and PlayReady as Approved Streaming Formats for the distribution of Included Programs.



  1. Miscellaneous. Except as specifically amended hereby, each of the Distribution Agreement and the Test License Agreement shall remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the parties. This Amendment, together with each of the Distribution Agreement and the Test License Agreement, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto. In the event of conflict between the terms of this Amendment and each of the Distribution Agreement and the Test License Agreement, the terms of this Amendment shall govern as to the subject matter referenced herein.


[SIGNATURE PAGE TO FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, this Amendment is entered into as of the date first written above.




SONIC SOLUTIONS LLC

CULVER DIGITAL DISTRIBUTION INC.

By:_______________________________________

Name: ___________________________________

Title: _____________________________________

Date: ____________________________________

By:_______________________________________

Name: ___________________________________

Title: _____________________________________



Date: ____________________________________







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