Spej draft 12/3/2010 amendment #2

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SPEJ DRAFT 12/3/2010

This AMENDMENT #2 (“Amendment #2”) is entered into as of December [__], 2010 (“Second Amendment Date”) by and between Sony Pictures Entertainment (Japan) Inc. (“Licensor”), and Sony Network Entertainment International LLC (“Licensee”), and amends that License Agreement, dated as of August 4, 2010, by and between Licensee and Licensor, as amended by Amendment # 1, dated as of November 19, 2010 (“Original Agreement”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensee and Licensor hereby agree as follows:

  1. The Original Agreement as amended by this Amendment #2 may be referred to herein as the “Agreement.” Capitalized terms used and not defined herein have the meanings ascribed to them in the Original Agreement.

  2. Licensor and Licensee agree to amend the Original Agreement as of the Second Amendment Date as follows:

    1. Resident Evil: Afterlife 3D.

      1. Authorization. Licensor hereby authorizes Licensee to distribute the feature film entitled Resident Evil: Afterlife (“3D Program”) in High Definition Stereoscopic 3D (as defined below) on a VOD basis on the VOD Service as a VOD Included Program and on a DHE basis on the DHE Service as a DHE Included Program, in each case in accordance with the terms and conditions of the Agreement (including, without limitation, the VOD Usage Rules or DHE Usage Rules, as applicable, and the content protection requirements set forth therein) except as otherwise set forth in this Amendment #2.

      2. License Fees.

        1. The DHE Distributor Price for the 3D Program shall be ¥3150.

        2. The VOD Deemed Price for the 3D Program shall be ¥700.

        3. The parties agree that the DHE Distributor Price and VOD Deemed Price set forth in subsections (a) and (b) above, respectively, are non-precedential to any future agreement between the parties relating to the same or similar subject matter as this Amendment #2.

      3. Additional Terms and Conditions.

        1. Notwithstanding anything to the contrary in the Agreement, the 3D Program shall be delivered via the DHE or VOD Service, as applicable, solely to Approved Devices that are capable of supporting the Stereoscopic 3D specification of the Approved Format and shall be displayed and playable solely on an associated television set capable of displaying such programs as Stereoscopic 3D (i.e., not on a conventional 2D television set). Licensee shall clearly and prominently message the foregoing restrictions to end users on the Licensed Service.

        2. In addition to complying with all of the content protection requirements and obligations set forth in the Original Agreement, the Content Protection System shall disable all HD analog outputs for the 3D Program.

        3. For purposes of this Amendment #2, “Stereoscopic 3D” with respect to a media file shall mean the media file contains distinct left eye and right eye images and is intended to be viewable as stereoscopic 3D using a compatible media player and display. By way of example, the left and right images may be encoded using frame packing, frame sequential, or frame compatible formats. For the avoidance of doubt, a media file that meets this definition is stereoscopic 3D even if delivered to a platform that is not capable of displaying it as stereoscopic 3D.

    2. Resident Evil: Afterlife 2D. The Tier 1 DHE Distributor Price for the Included Program entitled Resident Evil: Afterlife in 2D shall be amended to be ¥2625 for High Definition and ¥2100 for Standard Definition.

  1. Except as specifically amended by this Amendment #2, the Original Agreement shall remain in full force and effect in accordance with its terms. Section or other headings contained in this Amendment #2 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment #2; and, no provision of this Amendment #2 shall be interpreted for or against any party because that party or its legal representative drafted the provision.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment #2 to be duly executed as of the Second Amendment Date.





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