270 Legal [Sample Agreements]

THIS PURCHASE AND SALE AGREEMENT is made and entered into as of October 3, 2006 by and among Crown Media Holdings, Inc., a Delaware corporation, CM Intermediary, LLC, a Delaware limited liability company (collectively, “Seller”), Crown Media Distribution, LLC, a Delaware limited liability company (the “Company”), and RHI Enterprises, LLC, a Delaware limited liability company (“Buyer”).

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1.33 “Film Agreements” shall mean those Contracts, judicial awards and/or rulings pursuant to which Seller, the Company, their Affiliates or their predecessors in interest acquired or purchased from any other Person any of the Film Rights, as such agreements have been amended from time to time. Such agreements shall include, but not be limited to, any and all: production services agreements, writer agreements, literary or other rights acquisition agreements, work-for-hire agreements, producer agreements, talent agreements, assignment of rights agreements, assignments of Film Intellectual Property, releases and/or any and all other documents, agreements, letters, releases, contracts, or memoranda, (whether in written or electronic format) pertaining to the acquisition of Film Rights of each such Film.

1.34 “Film Intellectual Property” shall mean all right, title and interest of Seller and the Company in and to any of the Intellectual Property owned, used, held, developed, or under development related to the Films, including, but not limited to, the Copyright Registrations and Trademark Registrations.

1.35 “Film Properties” shall mean all existing physical properties (other than Literary Property) of or relating to the Films owned or controlled by Seller or the Company or to which Seller or the Company has access, subject to the Bagbridge Rights therein, including, but not limited to, film, film negatives and positives; sound effect tracks; master tapes and other duplicating materials of any kind; original art work; and other tangible elements and materials and properties in respect of the Films; foreign language dubbed and titled versions; prints and negatives of stills; trailers and television spots and all promotional and other advertising and publicity materials of all kinds; cuts, trims, outtakes and stock footage, together with digital copies of any of the foregoing.

1.36 “Film Rights” shall mean any and all right and interest, tangible and intangible, of Seller, the Company and any of their Affiliates in, of, or relating to the Films, including, but not limited to, the following:

(a) the Literary Property for each Film;

(b) the Film Properties for each Film;

(c) copyrights, rights and interests in copyrights, renewals and extensions of copyrights, domestic and foreign, including any such rights pursuant to the Sale and Leaseback Transactions or otherwise, obtained upon or in relation to any Film or the Literary Property or any part thereof, rights (but not the obligation) to make publication thereof for copyright purposes and to register claims under copyright, rights (but not the obligation) to renew and extend such copyrights, and rights (but not the obligation) to sue in the name of any Person for past, present or future infringements of copyright;

(d) the Ancillary Rights;

(e) the right to Exploit (including, without limitation, by way of remake or prequel) any Film in any Media in any language or authorize third parties to do so, including, without limitation, the music synchronization rights for the music composition and musical recording rights as contained in such Films and language dubbing rights, including, without limitation, the rights to edit, alter, dub, subtitle and voiceover, in each instance subject to the License Agreements;

(f) rights to advertise, promote and publicize the Films in any Media and language in connection with the Exploitation of the Films, including the right to create and use trailers and promotional materials, the use of synopses of or brief excerpts from the Films, or from the Literary Property; the use of the music and dialogue of the Films, and the names, voices, images, likenesses and biographies of the lead cast, director, producer, writers, composers, and other significant personnel or entities rendering services for or connected with the Films, to the fullest extent possible; provided, however, that all of the foregoing shall be subject to those restrictions set forth in the Film Agreements;

(g) rights to use in connection with the Exploitation of the Films in any Media and language, the names, credits, logos, trade names, trademarks and titles contained in or incorporated into the Films, trailers, positive prints, preprint materials and video masters of the Films and advertising and publicity materials relating to the Films; and

(h) to the extent not covered by Section 1.36(a) through (g), all Film Intellectual Property.
Notwithstanding anything herein to the contrary, Film Rights shall not include the Bagbridge Rights.
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