Prenetics Global Ltd

(b)Exclusivity.

(i)Provided Company is not in breach or default of this Agreement or any other agreement with ABG-CB or its affiliates, ABG-CB shall not enter into any agreement with any third party for third-party Licensed Products to be publicly exploited and/or exhibited in the Territory during the Term. Notwithstanding the foregoing, nothing in this Agreement shall prevent ABG-CB from (i) distributing premiums in connection with endorsing third-party products or services, promotional tie-ins, give-aways, home television sales (e.g., QVC), vending machines, direct response sales (e.g., direct mail and telephone sales directly to the public), in-theater sales, sales at restaurants, cafes (or similar entites whose primary activity is the sale and preparation of food), hotels and hospitality, resorts, entertainment venues, cruise ships, theme parks, amusement parks, entertainment centers or other amusement or live entertainment attractions (e.g., concert halls, arena shows, circuses, stadiums), radio sales, sales by or through fan clubs and conventions, and fund-raisers, (ii) exploiting itself, or entering into any agreement with any third party for collaboration products and/or products that are substantially branded with an existing brand (e.g., Care Bears “Warhead” candy, Ferrero chocolate eggs, or Danone Care Bears yogurt), (iii) exploiting itself, or entering into any agreement with any third party for products for short duration promotions (for example a fruit pack for a McDonalds Happy Meal promotion), and in each instance, the same shall not be deemed a breach of this Agreement by ABG-CB. Notwithstanding anything to the contrary contained in this Agreement, Company hereby acknowledges that, prior to the Effective Date, ABG-CB (or its predecessor in interest) had or has in place one or more agreements (“Existing Agreements”) with one or more third parties (“Existing Partner”) for the same or similar rights granted to Company hereunder, for products that are the same as or similar to Licensed Products (“Similar Products”). Company further acknowledges that, regardless of the fact that the term of the Existing Agreement (or certain rights relating to the Similar Products therein) overlaps with the Term herein, provided ABG-CB does not extend the rights to the Similar Products, the same shall not be deemed a breach of this Agreement (including, without limitation, with respect to any obligation of ABG-CB under this Agreement, or any exclusivity (if any) that may be granted hereunder), nor shall Company have, and Company hereby waives, any right to make any claims with respect to any of the foregoing.

(ii)It is acknowledged that ABG-CB, its affiliates, subsidiaries and business partners (e.g., Jersey Legends Productions, Studio 99) (collectively, the “Production Partners”) are in the photography and audio/visual production business, and Company hereby agrees to exclusively engage Production Partners for the creation and production of any photography and other audio/visual works (e.g., photography, commercial video shoots, etc.) in connection with any Licensed Products featuring the Licensed Property, subject only to the following: (i) Production Partners fees/budgets being (Y) commercially reasonable as compared to an independent local production partner’s fee quotation (“Local Quote”), provided that such independent local production partner (1) has at least as much experience as Production Partners, (2) has created work-product of a quality the same or better than Production Partners for a brand commensurate with the Care Bears brand and (3) Local Quote was negotiated with Company on an arms-length basis and (Z) no more than [***]% of the Local Quote unless otherwise approved by the Company, (ii) Company shall not be required to engage Production Partners for work traditionally done ‘in-house’ without the engagement of any third parties; and (iii) Production Partners may refuse any engagement at any time. Company agrees to use Production Partners standard forms of agreement, reasonably negotiated in good faith.