Theme Park License between Warner Bros. Consumer Products, Inc.

EXHIBIT 10.41

ASTERISKS INDICATE MATERIAL THAT HAS BEEN REDACTED, FOR WHICH

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

THEME PARK LICENSE

WARNER BROS. CONSUMER PRODUCTS INC.

#16246 - HP

LICENSE AGREEMENT made May , 2007, by and between Warner Bros. Consumer Products Inc., a Delaware corporation, whose address is 4000 Warner Blvd., Burbank, CA 91522 (hereinafter referred to as Licensor) and Universal City Development Partners, Ltd. (Licensee), a Florida limited partnership, whose address is 1000 Universal Studios Plaza, Orlando, FL 32819, Attention: President.

The parties hereto mutually agree as follows:

1. DEFINITIONS: As used in this Agreement, the following terms shall have the following respective meanings:

(a) Agreement means this Theme Park License as the same may be amended from time to time.

(b) Author means J.K. Rowling, the author of the Books as defined in Section 1(c) below.

(c) Books means the novels written by the Author entitled HARRY POTTER AND THE SORCERERS STONE, HARRY POTTER AND THE CHAMBER OF SECRETS, HARRY POTTER AND THE PRISONER OF AZKABAN, HARRY POTTER AND THE GOBLET OF FIRE, HARRY POTTER AND THE ORDER OF THE PHOENIX, and HARRY POTTER AND THE HALF-BLOOD PRINCE, and to the extent that, during the Term of this Agreement, Licensor acquires merchandising and theme park rights to the seventh HARRY POTTER book entitled HARRY POTTER AND THE DEATHLY HALLOWS that is anticipated to constitute the final installment in the series of HARRY POTTER books, the elements of such seventh book shall be included within the definition of Books hereunder.

(d) Brand Guidelines means Licensors requirements and guiding principles for all licensees of the Licensed Property, as set forth in writing and delivered to Licensee, as may be amended by Licensor from time to time, provided that no such amendment shall frustrate Licensees ability to utilize the Licensed Property for the Licensed Uses as contemplated in this Agreement in any material respect.

(e) Business Plan has the meaning set forth in Section 3.21 below.

(f) Business Review has the meaning set forth in Section 3.22 below.

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(g) Change in Control has the meaning set forth in Section 11.1 below.

(h) Clips has the meaning set forth in Section 4.5 below.

(i) Consulting Fee has the meaning set forth in Section 6.3 below.

(j) Consumables means products not separately sold and not usually retained by the consumer, such as paper cups and napkins (specifically excluding souvenir cups that are sold to guests and not intended for immediate disposal after use), which are based upon, utilize or include the Licensed Property.

(k) Grand Opening means the date on which the Themed Area is fully operational and open to the public, which is targeted to occur in or about December 15, 2009 but may occur as late as June 30, 2010.

(l) Licensed Premiums means products distributed to a consumer in order to promote, publicize or sell Licensed Products or services (relating to the Themed Area, as defined below) at the Themed Area, the Theme Park, as defined below, and/or the Resort, as defined below, or items distributed in connection with any similar scheme or device (to promote the Themed Area), including, without limitation, traffic or continuity building promotions, purchase-with-purchase promotions (including without limitation souvenir drink cups), combination sales, sweepstakes or any other giveaways.

(m) Licensed Products means merchandise that is based upon, utilizes or includes the Licensed Property (and/or the character likenesses of any of the actors or actresses in the Movies, to the extent that Licensor now has or later acquires the right to utilize such likenesses in merchandise associated with the Licensed Property) and food and beverages that are described in the Books or the Movies, that are offered for sale at the Theme Park, the Resort, the Resort-themed stores at Orlando International Airport, the liquidation stores in Orlando at which slow-selling or discontinued Resort merchandise items are sold and in response to unsolicited requests by mail or telephone directly from individual members of the public. Licensed Products shall include food and beverage items to the extent that such food or beverage item is specifically described in the Books (e.g., Butter Beer), but shall not include food and beverage items that are not specifically described in the Books even if such food or beverage item, with Licensors consent, utilizes a name based on the Licensed Property; provided, however, that any food or beverage item that is served or packaged in any cup or other packaging that utilizes the Licensed Property and that is intended to be retained as a souvenir or given as a gift (e.g., a souvenir sipper cup, a pre-packaged tin of candy or cookies), shall be deemed to be a Licensed Product.

(n) Licensed Property means:

(i) The character names, costumes, environmental settings, plot elements, artwork, logos and other elements depicted in the Movies (as set forth in Section 1(q) below), including all copyrights and trademarks relating thereto;

(ii) The fictional character(s) and/or other element(s) from the Books, including the representations, names and likenesses of such character(s) and/or other element(s) and all environmental settings, costumes and other indicia associated with such character(s), together with all copyrights and trademarks as exploited by Licensor relating thereto; and

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(iii) To the extent that during the Term of this Agreement, Licensor acquires merchandising and theme park rights to a seventh HARRY POTTER book, entitled HARRY POTTER AND THE DEATHLY HALLOWS that is anticipated to constitute the final installment in the series of Books, and releases a seventh HARRY POTTER motion picture based upon such seventh book, that is anticipated to constitute the final installment in the series of Movies, the elements of such seventh book and seventh movie shall be included within the definition of Licensed Property hereunder.

(o) Licensed Property Developments has the meaning set forth in Section 8.2 below.

(p) Licensed Use(s) means use of the Licensed Property:

(i) Within the Themed Area:

(1) Rides, attractions, signage, facades, atmospheric elements and themed areas;

(2) Consumables;

(3) Retail stores, kiosks and other retail stands;

(4) Themed restaurants, portable food cart locations and other food stands;

(5) Atmospheric strolling costumed characters (e.g., generic Hogwarts students), ****;

(6) Clips (subject to Section 4.5 below);

(7) Green screen photographic venues at which images of guests will be incorporated within Clips or Stills (defined below) made available by Licensor to Licensee for such purpose, each of which may contain images of environments and sets from the Movies, as defined below, and each of which may contain character images of the talent from the Movies (subject to Licensor approval in its sole and absolute, but good faith, discretion and provided that no image of a guest may touch, gesture at, interact with or be morphed into or on, any character image of any talent from the Movies), which green screen photographic images shall be sold to such guests as souvenir merchandise; and

(8) Street entertainers and movie props (and, if available and if approved by Licensor, in the sole and absolute but good faith discretion of Licensor, sets and costumes) integrated into the themed environment.

(ii) Within the Theme Park (but not within other themed lands or islands at the Theme Park, other than the Port of Entry portion of the Theme Park), the Themed Area and the Resort:

(1) Licensed Products;

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(2) Licensed Premiums;

(3) Printed matter, including but not limited to, tickets, brochures, Theme Park maps, menus and signage; and

(4) For the press event associated with the Grand Opening and thereafter for private events within the Theme Park (i.e., events that are not open to the general public), atmospheric strolling costumed characters (e.g., generic Hogwarts students), ****.

(iii) Within and outside the Theme Park, the Themed Area and the Resort:

(1) In advertising, marketing and promotion for the Theme Park, the Themed Area and/or the Resort, including, without limitation, sweepstakes, signage, brochures, newspapers, magazines and other print media, billboards, radio and television, in cinema and on the internet;

(2) Atmospheric strolling costumed characters (e.g., generic Hogwarts students), ****, at trade shows and promotional events that are open to the trade only (e.g., travel agency conventions); and

(3) Display elements at the retail stores located near the main entrance/exit of the Theme Park and the retail stores located at Universal CityWalk Orlando and at the Universal Orlando on site resort hotels and at Resort-themed stores at Orlando International Airport and at the liquidation stores in Orlando at which a variety of merchandise based on Resort attractions and characters are sold.

(q) Movies means the 2001 release of the theatrical motion picture entitled HARRY POTTER AND THE SORCERERS STONE, the 2002 release of the theatrical motion picture entitled HARRY POTTER AND THE CHAMBER OF SECRETS, the 2004 release of the theatrical motion picture entitled HARRY POTTER AND THE PRISONER OF AZKABAN, the 2005 release of the theatrical motion picture entitled HARRY POTTER AND THE GOBLET OF FIRE, and the following two motion pictures provided they are produced and generally released: the tentatively scheduled to be released in 2007 theatrical motion picture entitled HARRY POTTER AND THE ORDER OF THE PHOENIX, and the tentatively scheduled to be released in 2008 theatrical motion picture entitled HARRY POTTER AND THE HALF-BLOOD PRINCE, and to the extent that during the Term of this Agreement, Licensor acquires merchandising and theme park rights to a seventh HARRY POTTER book, entitled HARRY POTTER AND THE DEATHLY HALLOWS that is anticipated to constitute the final installment in the series of Books, and releases a seventh HARRY POTTER motion picture based upon such seventh book, that is anticipated to constitute the final installment in the series of Movies, the elements of such seventh movie shall be included within the definition of Movies hereunder, provided, however, that the above release dates of the Movies are for identification purposes only and shall not be included or referred to on or in connection with the Licensed Uses, Licensed Products or any of Licensees activities pursuant to this Agreement.

(r) Other Developments shall have the meaning set forth in Section 8.4 below.

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(s) Pass Through Amounts has the meaning set forth in Section 6.4 below.

(t) Resort means the Universal Orlando Resort, comprised of the Theme Park, the Universal Studios Florida theme park, Universal CityWalk Orlando, the three on-site resort hotels existing as of the date of this Agreement (the Portofino Bay Hotel, a Loews Hotel; the Hard Rock Hotel; and the Royal Pacific Resort, a Loews Hotel) and any other on-site resort hotels or time-share developments that may hereafter be built and operated as part of the Universal Orlando Resort, the parking facilities for the foregoing, and the roadways and waterways that connect the foregoing (and the Universal Orlando Resort busses, boats and other vehicles that traverse the same).

(u) Royalties has the meaning set forth in Section 6.2 below.

(v) Sell-Off has the meaning set forth in Section 12.2 below.

(w) Stills has the meaning set forth in Section 4.5 below.

(x) Style Guide means any materials provided to Licensee by Licensor setting forth the style, format and any characterization of the Licensed Property for all licensees of the Licensed Property.

(y) Term has the meaning set forth in Section 2.2 below.

(z) Territory means the Theme Park and all areas within a two hundred fifty (250) mile radius around the Theme Park.

(aa) Text and Verbiage has the meaning set forth in Section 3.6 below.

(bb) Theme Park means Licensees Universals Islands of Adventure theme park located at the Resort.

(cc) Themed Area means the separate and distinct land to be developed, constructed and operated by Licensee pursuant to this Agreement with theming based on the Licensed Property within the Theme Park, as defined below, to be comprised of a portion of the real estate currently occupied by The Lost Continent land and a portion of currently unoccupied real estate, and to be located between the remainder of the real estate currently occupied by The Lost Continent land and the Jurassic Park land. Such new land is to be named The Wizarding World of Harry Potter or such other name as may be proposed by Licensee and approved by Licensor in the sole and absolute but good faith discretion of Licensor. The Themed Area shall be an extensively themed environment no less than 20 acres in size (including the back-of-house areas for the Themed Area and the Themed Areas proportionate share of the Theme Parks central lagoon) and shall include, without limitation, the attractions, facilities and other items set forth in Exhibit 8.

(dd) Wholesale Price means the invoiced cost of the product from the supplier excluding artwork, sample cost, tooling, product development charges, freight, duty, insurance and any V.A.T., sales taxes or other goods and services taxes so as to reflect the invoiced cost of the products from the manufacturer.

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2. LICENSE AND OTHER RIGHTS:

2.1 Subject to the restrictions, limitations, reservations and conditions and Licensors approval rights set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts for the Term of this Agreement, a license to utilize the Licensed Property solely in connection with the development, construction and operation of the Themed Area and for the Licensed Uses. The licenses and rights granted pursuant to this Section 2 shall be exclusive in relation to use of the Licensed Property in connection with theme parks, amusement parks, water parks and stand-alone themed venues that are smaller than typical theme parks but are extensively themed and contain rides, retail and/or food service, similar to those found in a theme park (e.g., the Star Trek: The Experience attraction at the Las Vegas Hilton), during the Term within the Territory. Notwithstanding the foregoing, Licensor may use, or permit others to use, the Licensed Property in connection with a traveling museum-quality exhibition that may be presented at museums, convention/exhibition halls and other venues.

2.2 The term of this Agreement (the Term) consists of the Initial Term (as defined below) and, if the option(s) below are exercised, the First Renewal Term (as defined below) and the Second Renewal Term (as defined below).

(a) Initial Term means the period beginning on the date of complete signing of this Agreement through and including June 30, 2019.

(b) Provided that at the time of each renewal, Licensee is not in material default of any of its obligations provided for in this Agreement, Licensee shall be entitled to two (2) successive options to renew this Agreement for successive five (5) year terms (the First Renewal Term and the Second Renewal Term) pursuant to all the same terms, conditions and covenants herein, subject to the payment of the additional Guaranteed Fee set forth in Section 6.1(b) and (c).

(i) To exercise each such option to renew, Licensee must give notice of such intent to Licensor in writing not less than twelve (12) months prior to the end of the then current Initial Term or First Renewal Term.

(ii) Upon the exercise of each such option, the First Renewal Term will begin on July 1, 2019 and expire on June 30, 2024, and the Second Renewal Term will begin on July 1, 2024 and expire on June 30, 2029.

3. APPROVALS:

3.1 Licensee shall at all times in all respects maintain the general appearance, maintenance, staffing and overall quality of the Theme Park, including without limitation, the rides, attractions, themed areas and all other aspects of the Theme Park at a first class, world class level for destination theme parks unsurpassed in quality by any other destination theme park worldwide (at a minimum, equivalent to the quality of the Theme Park as of the date of this Agreement) throughout the Term.

3.2 Licensee shall use the Licensed Property only in a manner that is consistent with the Brand Guidelines and with the goodwill and legal rights of Licensor in the Licensed Property.

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3.3 Licensee shall not initiate any use of the Licensed Property hereunder unless such use is first approved as set forth herein. Any approved use of the Licensed Property is permitted only in accordance with all of the terms and conditions of this Agreement.

3.4 It is understood and agreed that all aspects and elements of the Themed Area, whether specifically utilizing the Licensed Property or otherwise (and, in any event, all attractions and facilities, all atmospheric and scenic elements, all facades and props, all signage, flags and banners, and all other content, readily observable to guests within the Themed Area), that are observable by patrons at the Themed Area, shall be subject to the prior written approval of Licensor in its sole and absolute, but good faith, discretion.

3.5 Licensee and Licensor shall each appoint a contact person to serve as the point person for presentation and review of all items submitted for approval and to facilitate the review and decision process as set forth herein (provided that Licensee may appoint different point persons for approvals with respect to the Themed Area, with respect to advertising, marketing and promotions, and with respect to Licensed Products, Licensed Premiums and Consumables). To the extent any items submitted by Licensee hereunder require the approval of ****, Licensor, and only Licensor shall submit such items to **** or **** for approval, and Licensor shall reasonably cooperate with Licensee in endeavoring to obtain such approval. Licensee shall not directly contact **** or any of ****, including without limitation ****. In the event Licensor determines in its sole and absolute, but good faith, discretion that **** require assistance in processing the volume of approvals required for Licensee, Licensee shall, upon request of Licensor, reimburse to **** the cost of hiring a designated employee of **** to assist in processing such approvals, provided that such employee (a) shall not perform any functions other than the processing of approvals required for Licensee, (b) shall be paid salary and provided benefits no greater than those Licensor pays and provides to its own employees who perform similar tasks, and (c) shall not be employed by **** for more than three (3) months beyond the Grand Opening. Under no circumstances shall such employee be deemed to be Licensees employee, and Licensee shall have no responsibility for compliance with any labor or employment laws, codes or regulations, nor shall Licensee incur or be responsible for any labor or employment liability, in connection with such employee.

3.6 Licensee shall submit a written request to Licensor specifying each specific Licensed Use that it wishes to make of the Licensed Property, in such detail as Licensor may require at successive stages of development as specified by Licensor, for example, at the following stages as indicated for the following uses (as may be applicable in each particular case) or as Licensor may otherwise request in the sole and absolute, but good faith, discretion of Licensor:

(a) Two-Dimensional Licensed Products, Licensed Premiums or Consumables: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples together with any packaging, hangtags, and wrapping material;

(b) Three-Dimensional Licensed Products, Licensed Premiums or Consumables including clay sculpts & resin (or any other composite material) sculpts: (i) rough sketches or layout concepts; (ii) finished artwork; (iii) clay sculpts (or any other composite material); (iv) paint master; (v) pre-production samples or strike-offs; and (vi) finished products including packaged samples;

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(c) Food and beverage Licensed Products: successive stages of development for each of the following: (i) product formulation; (ii) recipe; (iii) nutritional content; (iv) taste; (v) naming; and (vi) menu design and appearance;

(d) Rides and attractions: (i) rough sketches/layout concepts, plans, designs and elevations; (ii) scripts and music as applicable; (iii) models, finished artwork, intermediate stages of construction or development; and (iv) finished construction;

(e) Print media: (i) rough sketches or layout concepts and copy; (ii) finished artwork; and (iii) finished materials;

(f) Television and internet advertising and promotion: (i) initial concept; (ii) storyboard, including written text; (iii) pencil tests and voice-overs for animation, if any (subject to Section 4.6 below), and/or selection of performers for live action; (iv) rough edit; and (v) a cassette or disc of, or on-line access to, the finished commercial prior to air date;

(g) Radio or other audio media or materials: (i) initial concept; (ii) script; (iii) voice recordings; (iv) rough edit; and (v) a cassette or disc of, or on-line access to, the finished commercial prior to the air date; and

(h) All other Licensed Uses not included above at successive stages of development as determined by Licensor in the sole and absolute, but good faith, discretion of Licensor.

In all cases set forth above, Licensors approval may be given or denied in its sole and absolute, but good faith, discretion. Without in any manner limiting the meaning of the foregoing sentence, it is expressly acknowledged and agreed by Licensee that any objection whatsoever by the Author with regard to any submissions relating to or concerning food and beverage and/or uses of Licensed Property in connection with third party names, logos or other third party elements is sufficient grounds for disapproval by Licensor.

Licensor shall use reasonable commercial efforts to approve, disapprove or otherwise comment upon any major concepts and plans for the Themed Area, rides, attractions and architectural designs submitted to it for approval as may be required hereunder for the first time and any items that contain any written text or verbiage other than the pre-approved names of the characters or other pre-approved names or titles of discrete elements of the Licensed Property (Text and Verbiage) within thirty (30) business days after receipt by it of such item(s). Licensor shall use reasonable commercial efforts to approve, disapprove or otherwise comment upon all other items submitted to it for approval as may be required hereunder within ten (10) business days after receipt by it of such item(s). In the event that Licensor fails to approve, disapprove or otherwise comment upon the item(s) so submitted within the applicable time period, then Licensee shall have the right to notify Licensor of such failure by the means set forth for giving notice in Section 13.13, below, and Licensor shall thereafter be required to approve, disapprove or otherwise comment upon the item(s) so submitted within seven (7) business days after receipt by it of said notice and failure to do so shall be deemed approval of any item(s) so submitted. Any denial of approval shall be accompanied by specific reasons for the denial. All approvals must be in writing in order to be effective. In the event that Licensor approves any artwork, design, logo, slogan, video element, audio element or other item containing an element of the Licensed Property for a particular limited category of use (e.g., a specific print advertisement or outdoor billboard campaign), Licensee may continue to use such artwork, design, logo, slogan, video element, audio element or other item for such category of use without need to obtain further approval from Licensor, as

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long as Licensor has approved the overall advertising, marketing or promotional campaign in which such artwork, design, logo, slogan, video element, audio element or other item will be used, including the duration and media plan for such advertising, marketing or promotional campaign. Licensor shall endeavor to approve key artwork and key video and audio footage that Licensee is permitted to use for several specifically designated Licensed Uses without need to obtain further approval from Licensor.

3.7 All promotion, publicity, marketing and advertising, and signage, with respect to the Licensed Uses, not otherwise included above, shall also be submitted to Licensor for approval or disapproval in the sole and absolute, but good faith, discretion of Licensor.

3.8 Subsequent to final approval of Licensed Products, Licensed Premiums and Consumables, no fewer than twelve (12) production samples will be sent to Licensor simultaneously upon distribution to the public. Licensor shall be entitled to purchase any Licensed Products, Licensed Premiums and Consumables in any quantity at Licensees cost;

3.9 All submissions must be approved at each stage in the sole and absolute, but good faith, discretion of Licensor, with multiple resubmissions, if necessary, before moving to the next stage. Licensee understands that it is Licensees responsibility to make all of the above submissions in sufficient time for Licensee to make all revisions which Licensor in its sole and absolute, but good faith, discretion may require.

3.10 No Licensed Use and no other material utilizing the Licensed Property shall be made available or accessible to the public, manufactured, sold, distributed or promoted by Licensee without prior written approval from Licensor in the sole and absolute, but good faith, discretion of Licensor.

3.11 All Licensor approvals set forth in this Section 3 shall be in the sole and absolute, but good faith, discretion of Licensor whether specifically stated as being so or not. Any Licensed Uses not so approved in writing shall be deemed unlicensed and shall not be promoted, accessible or available to the public, manufactured, distributed or sold. Upon any material failure of Licensee to comply with the requirement set forth in the foregoing sentence, Licensor may, together with other remedies available to it including, but not limited to, termination of this Agreement (subject to Licensees cure rights set forth in Section 11.2 below) require such Licensed Uses to be promptly withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee.

3.12 Any modification of a Licensed Use must be submitted in advance for Licensors written approval as if it were a new Licensed Use. Subject to the final sentence of the last paragraph of Section 3.6, approval of a Licensed Use which uses particular artwork or any other approved material or elements does not imply approval of such artwork or other material or elements for use with a different Licensed Use or for use bundled or otherwise combined with any other approved Licensed Use unless specifically approved in writing by Licensor in the sole and absolute, but good faith, discretion of Licensor.

3.13 Licensed Uses must conform in all respects to the final stage approved by Licensor. If in Licensors reasonable judgment, the quality of a Licensed Use originally approved has deteriorated in later use or later production runs, or if a Licensed Use has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Use be promptly terminated, including but not limited to withdrawal from the market.

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3.14 Licensee shall provide to Licensor a copy of the environmental, health and safety policies that are provided to all third parties performing work in the Theme Park, and Licensee shall enforce such policies against all third parties performing work within the Themed Area. Licensee shall permit Licensor to inspect all construction activities within the Themed Area and shall promptly correct any safety violations or deficiencies that Licensor may detect. In addition, Licensee shall permit Licensor to inspect all locations that are under the control of Licensee or any of its affiliates at which Licensed Products, Licensed Premiums and Consumables are being manufactured and/or tested, and Licensee shall use commercially reasonable efforts to obtain permission for Licensor to inspect all other locations at which Licensed Products, Licensed Premiums and Consumables are being manufactured and/or tested (which inspection, in either case, may include a review by Licensor of testing and manufacturing payroll records, with respect to the Licensed Uses), and Licensee shall use commercially reasonable efforts to cause any supplier or manufacturer approved pursuant to Section 5.2 below to likewise permit Licensor to inspect such suppliers or manufacturers construction and manufacturing operations, and testing and manufacturing payroll records, with respect to the Licensed Uses.

3.15 If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensors specifications or standards of quality, Licensee agrees promptly to make such changes or modifications, or to withdraw the request for Licensors approval thereof and discontinue development of the item for which approval was requested.

3.16 To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property or in connection with the Licensed Uses or in any promotional, advertising, packaging, or display materials unless Licensee receives Licensors prior written approval, provided that the name and logo of the Theme Park and/or the Resort may be used with the Licensed Property and in connection with the Licensed Uses as long as such name and logo are not touching or otherwise co-mingled with the Licensed Property. It is understood and agreed that Licensee may include other characters or properties in promotional materials for the Resort and the Theme Park that also promote the Themed Area, provided any elements associated with any other character or properties are not touching or otherwise co-mingled with the Licensed Property and subject to all of Licensors rights of approval set forth in this Agreement. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensees business or any division thereof. Licensee shall not otherwise utilize the Licensed Property to promote Licensee and/or its related and affiliated companies except as specifically provided herein to promote the Resort, the Theme Park and the Themed Area.

3.17 Licensor will use commercially reasonable efforts to facilitate communications between Licensee and the talent that play the leading roles in (and, if mutually agreed by Licensor and Licensee, other personnel such as the director(s) and writer(s) of) the feature films HARRY POTTER AND THE ORDER OF THE PHOENIX and/or HARRY POTTER AND THE HALF-BLOOD PRINCE ****, provided that Licensee shall be solely responsible for all costs incurred in connection with the production of such new film footage, including amounts to be paid to such personnel and all reuse fees, residuals and other amounts that may be payable under any guild, union or collective bargaining agreement to which Licensor or Licensee, or any of their respective affiliates, may be a party, or which may otherwise affect the Licensed Property. In addition, if desired by Licensee, Licensor shall use commercially reasonable efforts to facilitate Licensee access to the sets, props, costumes and other elements of the Movies, for such filming, to the extent available and upon a mutually agreeable schedule, and at Licensees sole expense.

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3.18 Licensors approval of Licensed Uses shall in no way constitute or be construed as an approval by Licensor of Licensees use of any trademark, copyright, right of publicity and/or other proprietary materials not owned by Licensor.

3.19 Licensee may be required by Licensor to use certain of Licensors proprietary online systems and/or software (the Proprietary Systems) and/or other electronic file transfer systems in connection with the submission to Licensor of samples and materials, the receipt of artwork and/or the exchange of other information or materials pursuant to this Agreement. Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive license, during the Term, to use the Proprietary Systems solely in connection with Licensees performance under this Agreement and in accordance with and subject to such rules, restrictions, disclaimers and limitations as may be posted on or provided to Licensee together with the Proprietary Systems. If any Proprietary Systems and/or any other electronic file transfer system(s) are required and approved by Licensor for use in connection herewith, Licensee will: (a) utilize any file encryption password access functionality made available to Licensee; and (b) maintain a database of all Licensee-authorized users of such system(s).

3.20 Licensor shall have the right to enter and inspect the Theme Park at any time during normal business hours, in a manner that does not interfere with the usual operations of the Theme Park, to ascertain adherence to the quality standards set forth in this Agreement and to insure (a) that any use of the Licensed Property is in compliance with the use that has been approved by Licensor, and (b) that such use is being maintained so as to insure that the quality thereof is not less than that approved. In the event of any deterioration in the overall quality of the Theme Park below that specified in Section 3.1 above or any deterioration of a specific approved use, Licensee shall promptly (in no event later than within ten (10) business days upon written notice from Licensor) repair or remediate as necessary to rectify any such deterioration to the satisfaction of Licensor, provided that if such repair or remediation cannot reasonably be completed within such ten (10) business day period, Licensee shall commence such repair or remediation within such ten (10) business day period and thereafter shall at all times prosecute such repair or remediation with due diligence until such repair or remediation is completed. Absent such repair or remediation, this Agreement shall terminate subject to the notice and cure provisions set forth in Section 11.2.

3.21 Licensee shall, no later than July 15, 2007 (and quarterly thereafter through the opening of the Themed Area as set forth in Section 3.22, and thereafter annually), submit to Licensor for Licensors written approval, a business plan (the Business Plan) setting forth Licensees plans with respect to its activities during the Term in connection with this Agreement. The Business Plan shall, without limitation, address the following matters, to the extent that Licensee has, at the time that any particular Business Plan is required to be submitted, formulated plans with respect to such matters:

(a) Proposed rides and attractions for the Themed Area;

(b) Projected attendance, on a consolidated basis, for the theme parks within the Resort;

(c) Projected capital expenditures for the Themed Area;

(d) Retail areas at which Licensed Products will be sold, including Wholesale Price, retail sales and volume or quantities of Licensed Products projected to be sold;

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(e) Food service facilities within the Themed Area, including without limitation, all proposed food and beverage to be sold in the Themed Area, the Wholesale Price of Consumables and Licensed Products that constitute food and beverages, retail sales and volume or quantities of food and beverage projected to be sold;

(f) Themed Area theming and signage;

(g) Entertainment within the Themed Area;

(h) Plans for distribution of any Licensed Premiums, including Wholesale Price and volume or quantities of Licensed Premiums projected to be distributed;

(i) Advertising, promotional and publicity plans and strategies for the Licensed Uses; and

(j) A summary of Licensees staffing plan and staff training program for the Themed Area including (i) adjustments for level of staffing based upon variations in demand due to seasonality, special events, weather conditions and overall tourism trends, and (ii) specifications of the minimum level of education with respect to the Licensed Property to be provided to each employee based upon the tasks to be performed by each such employee and the extent to which each such employee is reasonably expected to interact with guests and/or receive questions from guests regarding the Licensed Property.

3.22 Licensee shall meet with Licensor at business review meetings (Business Reviews), and at such other mutually convenient times as reasonably requested by Licensor, to discuss the implementation of the Business Plan and the results of Licensees operation and business relating to this Agreement. Prior to the opening of the Themed Area, the Business Reviews shall be held quarterly and shall occur on (or as close as reasonably practical to) January 15, April 15, July 15 and October 15 of each year (or on such other dates as the parties hereto may mutually agree). After the opening of the Themed Area, for the remainder of the Term, the Business Reviews shall be held annually and shall occur on (or as close as reasonably practical to) January 15 of each year (or on such other dates as the parties hereto may mutually agree). At the Business Reviews, Licensee shall present an updated Business Plan for Licensors review and approval. Licensees and Licensors respective point persons specified in relationship to Section 3.5 above shall also serve as point persons for Business Reviews unless Licensee or Licensor shall designate another person for such purpose. Business Reviews may occur in person, or by audio conference or video conference, provided that, while the Themed Area is under construction, the Business Reviews shall occur at the Resort or at such other location as may be mutually agreed by Licensor and Licensee.

4. CONDITIONS, LIMITATIONS AND RESTRICTIONS:

4.1 It is specifically understood and agreed that, except for the Licensed Property, no television, motion picture, video, cartoon, animation (whether hand drawn, computer generated or otherwise produced), if any (subject to Section 4.6 below), comic book or literary properties may be used at the Themed Area without the prior written approval of Licensor in the sole and absolute, but good faith, discretion of Licensor.

4.2 Use of the Licensed Property is limited to the Licensed Uses and any other uses that have been approved in writing by Licensor in accordance with the terms of this Agreement, and all rights in,

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to or associated with any and all other uses are excluded from this license. Moreover, all uses in, to or associated with the Licensed Property, including without limitation, the following elements are included in this license only to the extent specifically approved in writing by Licensor and then only to the extent rights in and to such uses and elements are owned or controlled by Licensor and subject to any applicable guild or union agreement, regulations, restrictions or requirements and to any applicable laws:

(a) film clips (live action or computer generated), stills, sound bites, voices, music or other audio clips;

(b) the names, likenesses, autographs, signatures, visual representations, audio recordings or voices of any and all actor(s), author(s), creator(s), director(s) and/or other individuals represented in, or otherwise attached to or connected with, the Licensed Property. Elements of or related to the Licensed Property that are not owned or controlled by Licensor are specifically excluded from the Licensed Property. Licensor will endeavor in good faith to timely inform Licensee of the extent of its merchandising or other relevant rights in and to any of the foregoing uses and elements as requested by Licensee. To the extent that Licensor does not confirm the existence of its merchandising or other relevant rights in and to such uses or elements, Licensee may with the approval of Licensor attempt to itself obtain such rights. If Licensee does obtain such rights, Licensee shall demonstrate same to Licensor by production of proper documentation. Any rights clearance or related fees arising from same shall be at Licensees sole expense and shall not offset any other amounts referred to herein. In the event that Licensee uses any such elements referenced above without obtaining a specific representation from Licensor that it owns or controls the specific merchandising or other theme park rights to be exploited, such use shall be at Licensees sole risk and is subject to Licensees indemnification hereinbelow.

Licensor acknowledges that Licensee may use any Clips in the Themed Area, that are made available by Licensor to Licensee, and Licensor acknowledges that such usage is intended to promote the Movies from which such Clips originate, provided that such usage is explicitly tied by means of a specific message to the viewer, such as an announcement, to encourage attendance, at theatrical exhibition within the Territory, or viewership via television, cable or satellite distribution within the Territory, or purchase of DVDs, at the Theme Park, of the Movies from which such Clip may originate, provided further that Licensee indemnify and defend Licensor from any and all loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensor Related Parties (as defined in Section 9.1(b), below) relating to Licensees use of such materials, pursuant to the procedures set forth in Section 9.1(b) below.

4.3 Licensor reserves all rights in and to the Licensed Property not expressly conveyed to Licensee hereunder.

4.4 Licensee specifically understands and agrees that no rights are granted herein with respect to the Warner Bros. shield logo or trademark, or any other trademark(s), logo(s) or copyrights owned by Licensor other than those specifically approved hereunder, it being understood that all rights in and to said intellectual properties are reserved exclusively to Licensor for use by Licensor and/or licensing as Licensor deems appropriate to third party(s) of its choice, subject to Licensees right of exclusivity set forth in Section 2.1 above.

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4.5 Film, video or sound clips (Clips) and stills (Stills) from the Movies may be provided to Licensee by Licensor (or by one of Licensors affiliates, agents or designees) subject to the following terms and conditions.

(a) Licensee shall not make any reproduction of or from the Clips or Stills whatsoever, in whole or in part, except for use in connection with the Licensed Uses, and Licensee will not have the right to edit or otherwise alter the Clips or Stills, or any portion thereof, except as specifically approved in writing by Licensor (provided that Clips and Stills in which images of guests are to be incorporated through green screen technology and then sold to such guests as souvenir merchandise, as set forth in Section 1(p)(i)(7), above, may be cropped or touched up to enhance the quality of such merchandise to such guests).

(b) The Clips and Stills as utilized by Licensee in the Licensed Uses must be submitted by Licensee to Licensor for approval in accordance with Section 3 above.

(c) Licensor will use reasonable commercial efforts to inform Licensee of its rights to use of the name and likeness of the talent appearing in the Clips and Stills and to inform Licensee of other relevant information of which it is aware affecting use and clearance of the Clips and Stills. Except to the extent that Licensor has informed Licensee in writing of its rights to use the Clips and Stills (e.g., control of merchandising rights related to the use of the name and likeness of talent appearing therein), Licensee shall be responsible for and will obtain all authorizations, consents and releases that may be necessary for use of the Clips and Stills by Licensee.

(d) Licensee will pay any reuse fees and other compensation as may be required by applicable collective bargaining agreements (if any), personal services agreements, or otherwise with respect to the use of any Clips and Stills, provided that nothing herein shall preclude Licensee from claiming that its usage of the Clips and Stills is intended to promote the Movies from which such Clips and Stills originate, provided that such usage is explicitly tied by means of a specific message to the viewer, such as an announcement to encourage attendance at theatrical exhibition within the Territory, or viewership via television, cable or satellite distribution within the Territory, or purchase of DVDs at the Theme Park, of the Movies from which such Clips and Stills originate, provided further that Licensee indemnify and defend Licensor from any and all loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensor Related Parties relating to Licensees use of such Clips and Stills, pursuant to the procedures set forth in Section 9.1(b) below.

(e) Any payment made or payable to any third party with respect to the use of any Clips and Stills, and any Royalties to be paid to Licensor with respect to Clips and Stills in which images of guests are incorporated through green screen technology and then sold to such guests as souvenir merchandise (as provided in Sections 6.2(b)), will be in addition to and will not offset any other amounts required to be paid by Licensee hereunder.

(f) Without limiting the foregoing, if any music is included in the Clips and Stills as utilized hereunder, Licensee will obtain all necessary composition and master clearances, including synchronization and performance rights from the copyright proprietors of such music and such other persons or entities, including performing rights societies, as may own or control the rights thereto, and will obtain all necessary master recording licenses required in connection with any music included in the soundtrack of any Clips and Stills (although Licensor and Licensee acknowledge that master recording licenses will not be required if Licensee arranges for the applicable music to be re-recorded, subject to

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approval or disapproval by Licensor in the sole and absolute but good faith discretion of Licensor). Licensees use of the Clips and Stills will not affect Licensors continued and separate copyright ownership of the Clips and Stills or the production from which the Clips and Stills were taken, or Licensors continued ownership of the trademarks and any other intellectual property rights associated with any characters or other elements appearing or embodied in the Clips and Stills or such production. Licensee will hold any copyrights in trust for Licensor insofar as the Clips and Stills are concerned (and, upon Licensors request, subject to Section 8.8, the Licensed Uses will bear a specific copyright notice for the Clips and Stills in a form required by Licensor). Notwithstanding anything in this Section 4.5(f) to the contrary, however, in the event that Licensor or any of its affiliates owns any of the rights to any music included in a Clip or Still that is approved for use pursuant to this Agreement by Licensor, **** Licensee shall be required to pay any composer, performer or other third party **** (to the extent that any such composer, performer or other third party is entitled to be compensated beyond the compensation that may be provided pursuant to the blanket licenses from the ASCAP, BMI and SESAC performing rights societies that Licensee holds with respect to the Theme Park). ****. Such good faith consideration shall include whether the music is used as a featured element and how much music is used, with the final decision being in the sole and absolute, but good faith, discretion of Licensor.

(g) Licensor shall not charge Licensee its customary clip or still licensing fee for use by Licensee of a reasonable number of Clips and Stills, provided that Licensee shall reimburse Licensor for all actual and direct laboratory and other reproduction charges and all other direct costs and expenses incurred by Licensor in making the Clips and Stills available. Such reimbursement shall be made promptly on receipt of Licensors invoice therefor.

4.6 It is understood and agreed that the Author has retained certain rights, including without limitation certain print and audiobook publishing rights and stage performance rights, relating to the Books (provided that Licensor has the right to license the Licensed Uses to Licensee as set forth in this Agreement). All such rights retained by the Author, and animation and non-Author written sequel rights, are specifically excluded from the grant of rights to Licensee hereunder, subject to approval by the Author to be sought if at all only by Licensor. Licensee may not publish, conduct a live reading from, re-enact, or reproduce extracts from the Books. **** retains the specific right to approve all Text and Verbiage used by licensees of the Licensed Property, including, without limitation, Text and Verbiage included on products, product packaging, rides and attractions, voice recordings, promotional materials, advertising and signage. Licensee shall comply with Licensors procedure for approval of Text and Verbiage, as set forth in the Brand Guidelines. Upon receipt from Licensee of a request for Text and Verbiage approval in connection with the Licensed Uses, Licensor shall diligently endeavor to obtain such approval ****.

4.7 Licensee shall not, without the prior written consent of Licensor, use, display or promote, at the Themed Area, or in advertising, promotion or publicity for the Themed Area (or for the Resort or the Theme Park if such materials refer to the Themed Area, except as specifically set forth in Section 3.16 above), any logo, trademark, service mark, trade name or other mark or name except for those associated with the Licensed Property and approved by Licensor for such use pursuant to Section 3 above, and except for (a) the name and logo of the Theme Park and/or the Resort, (b) the logos and/or marks of manufacturers of the following guest convenience items and such other guest convenience items as may be approved by Licensor on a case by case basis in the sole and absolute but good faith discretion of Licensor: bottled water, sunblock, film and batteries, and hand cleaning solutions that are sold in the Themed Area, as such logos and/or marks appear on the guest convenience items themselves (except, especially in the case of bottled water, no name or logo that is associated with candy, confection, soft drinks, or other products perceived by the public as being high in sugar content, may

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appear prominently on such guest convenience items), (c) at or near points of sale within the Themed Area, discretely placed logos of credit card companies whose payment service products are accepted for payment at such points of sale, and (d) within restrooms within the Themed Area, a discretely placed logo of Licensees soap and cleaning agent provider.

5. CONSUMABLES, LICENSED PRODUCTS AND LICENSED PREMIUMS:

5.1 Licensee shall have the right, subject to Licensors prior written approval, in the sole and absolute but good faith discretion of Licensor, to manufacture (or cause to be manufactured by third party manufacturers) Licensed Products, Consumables and Licensed Premiums for approved Licensed Uses.

5.2 Licensor shall have the right to approve in writing any and all such manufacturers referenced in Section 5.1 above (provided that Licensor shall not unreasonably withhold its approval of any manufacturer that Licensee has previously used to manufacture merchandise, except for food/beverage manufacturers, offered for sale or distributed as premiums at the Theme Park or the Resort), and, subject to Section 6.2, Licensor shall receive Royalties from Licensee with respect to all such Licensed Products (including food/beverage items to the extent included within the definition of Licensed Products) and Licensed Premiums as specified in Section 6.2(a). All such manufacturers shall execute a letter in the form of Exhibit 1 attached hereto (or an agreement that is, in all material respects, in the form of Licensees standard form of Merchandise Vendor Agreement, as set forth in Exhibit 4 attached hereto).

5.3 Licensee may not sell or distribute at the Themed Area any products other than the Licensed Products, the Licensed Premiums and Consumables, without the prior written approval of Licensor in each and every instance, such approval to be granted or denied in the sole and absolute but good faith discretion of Licensor. Notwithstanding the foregoing, Licensee may also sell and distribute at the Themed Area, the guest convenience items referenced in Section 4.7 above, provided that (a) there shall be no advertising or promotional signage or other identification bearing the names or logos of the manufacturers of such guest convenience items within the Themed Area, except as may be set forth on the guest convenience items themselves, (b) guest convenience items shall not constitute more than **** of the total merchandise and food/beverage items offered for sale or distribution within the Themed Area, and (c) no food/beverage item other than bottled water shall be considered a guest convenience item unless approved by Licensor in its sole and absolute discretion. Licensee may not utilize the names or logos of any third parties in advertising, publicity or promotion for the Themed Area (or for the Resort or the Theme Park if such materials refer to the Themed Area, except as specifically set forth in Section 3.16 above), without the prior written approval of Licensor in each and every instance, such approval to be granted or denied in the sole and absolute discretion of Licensor. In no event shall Licensee have the right to utilize the Licensed Property in any manner in connection with any third party joint promotional use, advertising or sponsorship arrangements of any kind, including without limitation, any use which could in any way be construed as a commercial tie-up, without the prior written approval of Licensor in each and every instance, such approval to be granted or denied in the sole and absolute discretion of Licensor.

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6. CONSIDERATION:

6.1 Guaranteed Fee .

(a) Initial Term. Licensee shall pay to Licensor a nonrefundable, non-recoupable fee (the Guaranteed Fee) in the amount of **** for the Initial Term, payable as follows and subject to increases pursuant to Section 6.1(d):

**** payable within fifteen (15) days after the execution of this Agreement;

**** payable on the earlier of (i) the Grand Opening of the Themed Area, or (ii) July 1, 2009;

**** payable on or before July 1, 2010;

**** payable on or before July 1, 2011;

**** payable on or before July 1, 2012;

**** payable on or before July 1, 2013;

**** payable on or before July 1, 2014;

**** payable on or before July 1, 2015;

**** payable on or before July 1, 2016;

**** payable on or before July 1, 2017; and

**** payable on or before July 1, 2018.

(b) First Renewal Term. In the event Licensee exercises its option to renew this Agreement for the First Renewal Term, Licensee shall pay to Licensor an additional Guaranteed Fee amount of ****, payable as follows and subject to increases pursuant to Section 6.1(d):

**** payable on or before July 1, 2019;

**** payable on or before July 1, 2020;

**** payable on or before July 1, 2021;

**** payable on or before July 1, 2022; and

**** payable on or before July 1, 2023.

(c) Second Renewal Term. In the event Licensee exercises its option to renew this Agreement for the Second Renewal Term, Licensee shall pay to Licensor an additional Guaranteed Fee amount of ****, payable as follows and subject to increases pursuant to Section 6.1(d):

**** payable on or before July 1, 2024;

**** payable on or before July 1, 2025;

**** payable on or before July 1, 2026;

**** payable on or before July 1, 2027; and

**** payable on or before July 1, 2028.

(d) The Guaranteed Fee payments set forth above, commencing with the Guaranteed Fee payment due on or before July 1, 2012, are subject to increase every three years, by a percentage

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equal to the percentage increase in the Consumer Price Index (all urban customers), U.S. City Average, All Items, published by the United States Department of Labor, Bureau of Labor Statistics, 1982-84 = 100 (or any successor or replacement index) (the CPI), from the month of May 2006 through the month of May in the year that is the first year of each such three-year period. For example, the Guaranteed Fee payment due on July 1, 2012 shall be increased by a percentage equal to the percentage increase in the CPI from May 2006 through May 2012. The Guaranteed Fee payments due on July 1, 2013 and July 1, 2014 shall likewise be increased by a percentage equal to the percentage increase in the CPI from May 2006 through May 2012, but the Guaranteed Fee payment due on July 1, 2015 shall be increased by a percentage equal to the percentage increase in the CPI from May 2006 through May 2015 (and similarly for the Guaranteed Fee payments due on July 1, 2016 and July 1, 2017), and so on and so forth.

6.2 Royalties. Licensee shall pay Licensor royalties (Royalties) as follows:

(a) Licensed Product and Licensed Premium Royalties . Subject to Section 6.2(d), Licensee shall pay royalties to Licensor with regard to sales of Licensed Products and Licensed Premiums at the rate of **** of the Wholesale Price. It is understood and agreed that Licensee shall be entitled to purchase Licensed Products and Licensed Premiums from other licensees of Licensor and, in such cases, if the other licensee of Licensor is required to pay a royalty to Licensor in connection with such sale, Licensee shall have no liability to pay Licensed Product or Licensed Premium Royalties to Licensor in connection with the purchase or sale of same. Licensor shall supply Licensee, upon Licensees request, with a list of Licensors other licensees that produce Licensed Products and Licensed Premiums (including a list of the categories of Licensed Products and Licensed Premiums that such other licensees are authorized to produce).

(b) Other Royalties . Subject to Section 6.2(c) and Section 6.2(d), for sales of merchandise other than Licensed Products and Licensed Premiums, such as photographs taken by Licensee (or by Licensees concessionaire) of patrons on themed rides or in themed areas of the Themed Area, that are based upon, derived from or include any element of the Licensed Property, as well as Clips and Stills in which images of guests are incorporated through green screen technology and then sold to such guests as souvenir merchandise, Licensee shall pay Royalties to Licensor at the rate of ****. No royalties shall be payable to Licensor in connection with photographs or video or audio recordings that guests take or record in the Licensed Area on their own.

(c) Consumables . ****.

(d) Park Compilation Merchandise . Subject to Licensors approval as provided in Section 3, Licensee shall have the right to include Licensed Property elements and photographs, audio recordings, video recordings, and digital images and recordings of the Themed Area and of rides, attractions, merchandise venues, food/beverage venues, entertainers and other elements of the Themed Area in DVDs, videocassettes, and other merchandise that may be approved on a case by case basis in the sole and absolute but good faith discretion of Licensor, that contain a wide variety of the different attractions, characters and other intellectual properties used at the Theme Park or the Resort (Park Compilation Merchandise). Royalties and Consulting Fees shall be paid to Licensor with respect to Park Compilation Merchandise, at the rates specified in Sections 6.2(a) and 6.3 for Licensed Products and Licensed Premiums, provided that the Royalties and Consulting Fees for Park Compilation Merchandise items shall be equitably apportioned on a pro-rata basis, such that Licensor shall receive a portion of its usual Royalties and Consulting Fees equal to the proportion that the Licensed Property elements and photographs, audio recordings, video recordings, and digital images and recordings of the

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Themed Area and of rides, attractions, merchandise venues, food/beverage venues, entertainers and other elements of the Themed Area used, depicted, contained in and/or referenced in such Park Compilation Merchandise item bear to the total number of all intellectual property elements used, depicted, contained in and/or referenced in such Park Compilation Merchandise item.

6.3 Consulting Fee . Consistent with its normal business practices, Licensor will reasonably cooperate with Licensee in making available to Licensee, at Licensors actual out-of-pocket cost, including actual duplication and shipping costs (but without any markup), information, artwork, Clips, Stills, music, voice tracks and other relevant materials in order that Licensee can creatively develop the Themed Area, the Licensed Products, the Licensed Premiums, the Consumables, and advertising, marketing and promotional materials in connection therewith. Among other things, Licensor shall supply to Licensee, free of charge, master artwork and Style Guides with respect to the Licensed Property (and updates thereof from time to time), to assist Licensee in correctly depicting the Licensed Property in the Themed Area, the Licensed Products, the Licensed Premiums, the Consumables, and the advertising, marketing and promotional materials in connection therewith. Licensor shall also consult with Licensee in connection with the development of the Themed Area, the Licensed Products, the Licensed Premiums, the Consumables, and the advertising, marketing and promotional materials in connection therewith, and, as more specifically set forth in Section 3, Licensor shall review and shall approve or disapprove all such items. For all of such services to be provided by Licensor, subject to Section 6.2(d), Licensee shall pay Licensor a consulting fee of ****.

6.4 Pass Through Amounts . Licensee shall reimburse Licensor, without markup, for 100% of amounts (Pass Through Amounts) that Licensor may be required to pay to third parties for the exercise of the exploitation of any of the rights granted to Licensee herein (e.g., payment of a participation for use of a performers name and likeness, guild mandated fees, etc.). To the best of Licensors knowledge as of the date hereof, Exhibit 3 attached hereto contains a list of all third parties who may be due Pass Through Amounts by reason of contract with Licensor (excluding obligations pursuant to collective bargaining agreements) in order for Licensee to use the Licensed Property for the Licensed Uses, and the Pass Through Amounts payable in connection therewith. In the event that, after the date of this Agreement, Licensor acquires knowledge of any other third parties to whom Pass Through Amounts may be due by reason of contract with Licensor (excluding obligations pursuant to collective bargaining agreements) in order for Licensee to use the Licensed Property for the Licensed Uses, Licensor will provide prompt written notice thereof to Licensee which notice shall include the Pass Through Amounts payable in connection therewith.

6.5 Capital Expenditure . Licensee shall spend on the initial capital expenditure to build out the Themed Area such sums as may be necessary to create a first class, world class level themed area unsurpassed by any other themed area in any destination theme park worldwide (at a minimum, equivalent to the quality of the Theme Park as of the date of this Agreement). Such capital expenditure shall in no event be less than ****. After the opening of the Themed Area, Licensee shall continue to expend on the Themed Area such sums as are necessary to maintain the Themed Area as a first class, world class level themed area unsurpassed by any other themed area in any destination theme park worldwide (at a minimum, equivalent to the quality of the Theme Park as of the date of this Agreement) **** Licensee shall pay particular attention to incorporating within the Themed Area elements from the final two Movies, and shall implement such elements into the Themed Area such that elements from the final two Movies are represented in the Themed Area in a generally similar per-Movie proportion as elements from the first five Movies. All capital improvements to the Themed Area shall be developed through a collaborative process between Licensor and Licensee, and shall be subject to Licensors approval as provided in Section 3.

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6.6 No Offset . None of the types of consideration set forth in this Section 6 shall offset against any other type of consideration set forth in this Section 6. Each is an independent obligation without any recoupment or offset of any kind. By way of example, and without limiting the generality of the foregoing, the Licensed Product Royalties payable pursuant to Section 6.2 shall be in addition to and shall not offset or accrue against the Guaranteed Fee payable pursuant to Section 6.1.

6.7 **** Likewise, the provisions of this Section 6.7 are inapplicable to any agreement that may have been entered into by any entity, portfolio company or fund affiliated with The Blackstone Group (other than Licensee), if such agreement is not in connection with the Resort or any portion thereof. In addition, the provisions of this Section 6.7 are inapplicable to the special fee that is paid by Licensee under the Amended and Restated Agreement of Limited Partnership of Universal City Development Partners, Ltd., as such agreement may be amended from time to time, and to any amounts that may be payable by Licensee, or by its successor or assign, under any license agreement referenced in Section 13.7(a).

7. STATEMENTS AND PAYMENTS:

7.1 Periodic Statements . Within thirty (30) days after the end of the first calendar quarter after the date of this Agreement and promptly on the thirtieth (30 th ) day after the end of each calendar quarter thereafter, Licensee will furnish to Licensor complete and accurate statements, certified as such, in writing, by an officer or other authorized principal representative of Licensee. Accompanying each statement will be the indicated payment. Each statement shall show:

(a) For Guaranteed Fee, Royalties, **** and other calculation purposes:

(i) with respect to all Licensed Products, Licensed Premiums and Consumables manufactured on behalf of Licensee or that Licensee has purchased royalty-free from other licensees or designees of Licensor during the preceding calendar quarter:

(1) the total number of units of each Licensed Product, Licensed Premium and Consumable manufactured, purchased or received by Licensee during the preceding calendar quarter;

(2) the country or countries where such Licensed Products, Licensed Premiums and Consumables were manufactured, purchased and received;

(3) a Description (as such term is defined below) of such Licensed Products, Licensed Premiums and Consumables;

(4) the Wholesale Price for all such Licensed Products, Licensed Premiums and Consumables;

(ii) **** but that is not included in Licensed Products, Licensed Premiums or Consumables (as set forth in Section 6.2(b) above), ****; and

(iii) a calculation of the Royalties and Consulting Fees.

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(b) Such other information as Licensor may reasonably require to verify the accuracy of the payments accompanying each periodic statement.

7.2 Such statements will be in a format required by Licensor (as may be periodically revised by Licensor), or such other format as may be proposed by Licensee and approved by Licensor in the reasonable discretion of Licensor. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder will not preclude Licensor from questioning the correctness thereof at any time within five (5) years after the end of the calendar year in which such statements were prepared, or such sums were paid, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they will promptly be rectified and the appropriate payments made by Licensee. For purposes of this Agreement, the term Description means a detailed description of the Licensed Products, Licensed Premiums and Consumables including the nature of each of the Licensed Products, any and all names, voices, and likenesses, of either live actors or animated characters, from the Licensed Property utilized on the Licensed Products, Licensed Premiums and Consumables and/or any related packaging and/or wrapping material, and any other components of the Licensed Property utilized on the Licensed Products, Licensed Premiums and Consumables and/or any related packaging and/or wrapping material. In the event Licensor is responsible for the payment of any additional third party participations based on Licensee not reporting by character name, voice and likeness or by other components of the Licensed Property as requested by Licensor, Licensee will be responsible for reimbursing Licensor for the full amount of all such third party claims, including without limitation, the participation itself, audit and attorneys fees (in each case, to the extent actually required to be paid by Licensor to the third party) and interest. Licensee understands and agrees that the inclusion of the Description on all statements by Licensee is a material term and condition of this Agreement.

7.3 Delivery Information for Statements and Payments . Licensee will deliver all statements and payments to Licensor pursuant to instructions given to Licensee by Licensor in writing. On all statements and payments required hereunder, Licensee will reference the contract number(s) set forth on the first page of this Agreement (and/or such other contract number(s) designated by Licensor in a written notice to Licensee). Methods for delivery of statements may include United States mail, express courier service, e-mail, facsimile, or wire transfer.

7.4 Books and Records; Right to Audit . Licensee shall keep, maintain and preserve, in Licensees principal place of business, complete and accurate records relating to Licensees performance under this Agreement, including, without limitation, purchase orders, inventory records, invoices, correspondence, banking and financial and other relevant records, for no less than five (5) years and six (6) months after the end of the year with respect to which such records pertain, including any such time period that may occur after the expiration or termination of the Term. Such records shall be available for inspection and audit during any such times during reasonable business hours and upon reasonable notice by Licensor or its nominees. Licensee agrees not to cause or permit any interference with Licensor or nominees of Licensor in the performance of their duties, and Licensor agrees that Licensor and its nominees shall minimize the disruption and interference that they cause to Licensees business operations. During such inspections and audits, Licensor will have the right to take extracts and/or make copies of Licensees records as it deems necessary. Further, upon Licensors request and in connection with any inspection and audit conducted by Licensor pursuant to this Agreement, Licensee shall use commercially reasonable efforts to provide Licensor with access to the records of Licensees affiliates, third party distributors, vendors and customers relating to purchases and sales of Licensed Products, Licensed Premiums, Consumables and any services provided in connection with the performance of this Agreement.

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7.5 No Waiver of Rights . The exercise by Licensor in whole or in part, at any time of the right to audit records and accounts or of any other right herein granted, or the acceptance by Licensor of any statement or statements or the receipt and/or deposit by Licensor, of any payment tendered by or on behalf of Licensee will be without prejudice to any rights or remedies of Licensor and such acceptance, receipt and/or deposit will not preclude or prevent Licensor from thereafter disputing the accuracy of any such statement or payment.

7.6 Deficiencies . If pursuant to its right hereunder Licensor causes an audit and inspection to be instituted which thereafter discloses a deficiency between the amount found to be due to Licensor and the amount actually received or credited to Licensor (the Deficiency), then, Licensee will, upon Licensors demand, promptly pay the Deficiency, together with interest thereon at a rate equal to the prime rate, as quoted by the Wall Street Journal (New York Edition) from time to time, plus 3% (or the maximum rate permissible by law, if less), from the date such Deficiency was due to the date of payment. In addition, if the Deficiency is more than five percent (5%) of all Royalties paid by Licensee during the period covered by such audit and inspection, then Licensee will reimburse Licensor for the reasonable costs and expenses of such audit and inspection.

7.7 Exchange Rates . All payments of the Guaranteed Fee, Royalties and Consulting Fee and any other amounts payable to Licensor hereunder will be paid to Licensor in U.S. Dollars. If applicable, each such payment will be converted to U.S. Dollars at the applicable exchange rate quoted by the Wall Street Journal (New York Edition) published as of the date such payment is actually paid to Licensor; provided, however, that if the amount converted to U.S. Dollars is less than the stated U.S. Dollar amounts specified in Section 6 due to the conversion of any payment to Licensor being made after the applicable due date for such payment or otherwise, Licensee will be solely responsible for any shortfall and will pay to Licensor the difference in U.S. Dollars (together with any required interest) when the payment is remitted. Licensee will bear all costs for such conversion. Further, Licensee will indicate on each statement related to any converted payment the amount of the payment in the original currency before conversion, the actual exchange rate used to convert the payment and the amount of the payment in U.S. Dollars.

8. USE, OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY:

8.1 Use and Ownership

(a) Licensee covenants and agrees that, as between Licensee and Licensor, Licensor retains all right, title, interest and copyright in and to the Licensed Property.

(b) Licensor and Licensee agree that Licensees use of the Licensed Property is conditional upon Licensor obtaining the rights and goodwill resulting from such use. Licensee recognizes the value of the publicity and goodwill associated with the Licensed Property and acknowledges that such goodwill shall inure exclusively to the benefit of Licensor. Licensee further recognizes and acknowledges that the Licensed Property has acquired a secondary meaning as Licensors trademarks and/or identifications in the mind of the public. Licensee further recognizes and acknowledges that a breach by Licensee of any of its covenants, agreements or undertakings hereunder with respect to the Licensed Property will cause Licensor irreparable damage, which cannot be readily

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remedied in damages in an action at law, and may, in addition thereto, constitute an infringement of Licensors copyrights, trademarks and/other proprietary rights in, and to the Licensed Property, thereby entitling Licensor to equitable remedies and costs.

8.2 Artwork, Copyright and Trademark Notices. Subject to Sections 8.3 and 8.4 below, Licensee further agrees and acknowledges that all intellectual property rights in any uses of the Licensed Property hereunder, including without limitation, additional material that uses, exploits or derives from the Licensed Property, new versions of the Licensed Property, and translations, adaptations, rearrangements of or other changes in or relating to the Licensed Property (collectively, the Licensed Property Developments), which are created by or for Licensee, as between Licensor and Licensee, shall be and will remain the exclusive property of Licensor, and the same shall be and will remain a part of the Licensed Property, as the case may be, under the terms and conditions of this Agreement. Notwithstanding the foregoing, the parties agree that the Licensed Property Developments do not include any elements created by Licensee, solely or jointly with any third party, or licensed to Licensee from a third party, that do not use, exploit or derive from the Licensed Property, nor any intellectual property rights related thereto; for avoidance of doubt, the Licensed Property Developments do not include the Other Developments. Accordingly, Licensee agrees that any and all Licensed Property Developments will be deemed, to the extent possible, a work made for hire for Licensor under the U.S. Copyright Act (or a commissioned work or other designated type of work under any other applicable similar laws of other jurisdictions that provide that such work is owned by the party that commissions or otherwise directs another party to create such work). Licensor will be deemed the author and the exclusive owner of such Licensed Property Developments, and all copyrights, trademark rights and other intellectual property rights therein (to the extent any such rights exist), in perpetuity and throughout the universe, in all media now known and, to the extent permitted under applicable law, any and all media later devised. To the extent any such Licensed Property Developments cannot be deemed a work made for hire as set forth above, Licensee hereby assigns to Licensor all right, title and interest in and to such Licensed Property Developments, including all copyrights, trademark rights and other intellectual property rights therein (to the extent any such rights exist), in perpetuity and throughout the universe, and all extensions, renewals and reversions of the same. Licensee will execute, at Licensors request and expense, all documents and other instruments necessary or desirable to confirm such assignment. Licensee hereby irrevocably appoints Licensor as Licensees attorney-in-fact for the purpose of executing such documents on Licensees behalf, which appointment is coupled with an interest. If Licensee has any rights, including without limitation artists rights or moral rights, in such Licensed Property Developments that cannot be assigned, Licensee hereby waives any such rights and agrees that it will not seek to enforce such rights against Licensor in any location and, further, agrees that Licensor will have the right to revise, condense, abridge, expand, adapt, change, modify, add to, subtract from, re-title, re-draw, re-color, translate and otherwise modify such Licensed Property Developments without the consent of Licensee. In the event that any of the above-referenced rights cannot be assigned or waived, Licensee hereby grants to Licensor, an exclusive (but not exclusive of Licensees rights under this Agreement), worldwide, irrevocable, perpetual, fully-paid, royalty-free, freely transferable license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally transmit such Licensed Property Developments for any purpose in any and all media now known and, to the extent permitted under applicable law, any and all media later devised (including, without limitation, all paper, canvas, transparencies and other two dimensional media used to depict drawings, designs, written information and the like, all metal, plastic, wood and other three dimensional media used to create sculptures, molds, models and the like, and all cassettes, computer hard drives, DVDs, CD-ROMs and other electronic storage media used to store voice-recordings, software programs, digital, optical, numerical, magnetic data and the like). Licensee reserves no intellectual property rights whatsoever in or to any such Licensed Property Developments. Licensee acknowledges that Licensor will have the right,

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without limitation of any other rights and remedies to which Licensor may be entitled, at law, in equity or otherwise, but subject to Licensees cure rights as set forth below, to terminate this Agreement in the event Licensee asserts any intellectual property rights (other than those specifically granted pursuant to this Agreement) in or to such Licensed Property Developments or any of the other Licensed Property. In no event will Licensor be required to attribute to Licensee, any of Licensees employees or any third party recognition or otherwise identify any such party as an author, creator or contributor to any Licensed Property Developments created by Licensee, solely or jointly with Licensor or any third party, in connection with this Agreement, provided that Licensee may request, subject to the sole and absolute, but good faith, discretion of Licensor, on a case by case basis, that Licensees and Licensors respective employees, vendors and independent contractors who conceive, create, design, construct and/or otherwise contribute to the Themed Area receive appropriate credit for such matters in connection with any applicable trade or industry awards (e.g., the Themed Entertainment Association awards).

8.3 In no event may any third party commence work on anything to be created in connection with this Agreement unless Licensee obtains Licensors specific written approval of such third party pursuant to a fully executed Contributors Agreement in the form attached hereto as Exhibit 2 or such other form as may be required by Licensor (except that Licensee may, without Licensors consent, use designers, manufacturers and vendors of ride and show equipment, engineers and other technical personnel, general contractors, specialty subcontractors, film and video producers, special effects developers, and other consultants that Licensee has used in the past (except in the area of food and beverage where all such persons or entities are subject to the approval or disapproval of Licensor in the sole and absolute discretion of Licensor), as long as each such party signs an appropriate agreement with Licensee based upon a standard form agreement that has been approved by Licensor (or an agreement that conforms in all material respects to such approved standard form agreement), under which such party acknowledges that it has no rights in, or claims upon, the Licensed Property, the Licensed Property Developments, any Other Developments (other than any patented or proprietary portion thereof as to which such party owns any rights that do not use, exploit or derive from the Licensed Property), or any other item created or work performed by such party under such agreement; provided, however, that, pursuant to Licensees pre-existing agreement with Amec Structural Devices Limited (together with its successors and assigns, Amec), such entity has the right, under certain circumstances, to license from Licensee the technology developed pursuant to such agreement for any purpose other than an amusement ride in the State of Florida containing more than **** (Licensee represents and warrants that such technology does not constitute a Licensed Property Development and that Amec has no rights with respect to the Licensed Property or any Licensed Property Development). Licensor may, however, in the sole and absolute but good faith discretion of Licensor, require Licensee to hire specific consultants to advise Licensee with regard to specific uses of the Licensed Property in connection with the Licensed Uses in order to ensure that the execution of such Licensed Uses is consistent with Licensors requirements, provided that (i) Licensee, acting in good faith, is able to reach an agreement with each such consultant as to the compensation to be paid and benefits to be provided by Licensee to such consultant, (ii) Licensor designates the specific consultants to be hired by Licensee sufficiently in advance of the time that the services to be rendered by such consultants are required to be rendered, as set forth in Licensees then-current Licensor approved Business Plan, and (iii) such consultants are available to render the services required by Licensee in accordance with the schedule and budget set forth in the then-current Licensor approved Business Plan. Such consultants shall include **** and may include others, for example, without limitation, pertaining to the area of food and beverages to be sold at the Themed Area, scripting of ride narration, ride design and general theming of the Themed Area. In the case of ****, it is understood and agreed that Licensee shall pay **** the sum of ****, within fifteen (15) days after the execution of this Agreement, for consultation with regard to the design and development of the Themed Area, Licensed Products and Licensed Premiums, including specifically,

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food and beverages to be sold at the Themed Area, scripting of ride narration, ride design and general theming of the Themed Area. Licensor and Licensee understand and agree that, except to the extent stated to the contrary in Section 3.5, above, under no circumstances will Licensee be required to pay any additional compensation to **** or ****, it being understood that all other payments to **** and to **** with respect to the rights granted to Licensee under this Agreement and with respect to any other consulting services provided by **** or by **** with respect to this Agreement will be the sole responsibility of Licensor, unless Licensee, at its sole and absolute discretion, wishes to engage **** or **** for additional services and comes to further agreement with either or both of them.

8.4 Reproduction . Without in any manner restricting any of the rights of Licensor set forth in this Agreement, it is specifically understood and agreed that Licensor shall have the right to reproduce, and use any reproductions of, the Licensed Property Developments and anything else developed by Licensee pursuant to this Agreement, for use at the Themed Area or elsewhere, to the extent that it uses, exploits or derives from the Licensed Property (such developments including but not limited to product formulations of food and beverage, graphics and scripts), in any other theme park or outside of a theme park, subject only to Licensees right of exclusivity set forth in Section 2.1 above. Notwithstanding the preceding sentence, for the avoidance of doubt, the parties expressly agree that Licensor is not granted, by virtue of this Agreement, any right to reproduce, or use any reproductions of, any patented elements, trade secrets, proprietary technology, proprietary methods or other proprietary items of Licensee or of any third party that may be incorporated or utilized in conjunction with any Licensed Property Developments or Licensed Uses, except any portion of the foregoing solely to the extent that such portion uses, exploits or derives from the Licensed Property (such patented elements, trade secrets, proprietary technology, proprietary methods and other proprietary items of Licensee or of any third party that may be incorporated or utilized in conjunction with any Licensed Property Developments or Licensed Uses, except any portion of the foregoing solely to the extent that such portion uses, exploits or derives from the Licensed Property, are collectively referred to herein as the Other Developments). By way of examples, (a) if Licensee develops a portion of a ride vehicle that contains images of Licensed Property characters, or that is in the shape of any such character, Licensor will own the intellectual property rights in, and will have the right to reproduce, and use any reproductions of, such image or shape, which intellectual property rights shall be considered to be Licensed Property Developments, but Licensor shall not own, and shall not have the right to reproduce, or use any reproductions of, any of the patented elements, trade secrets, proprietary technology, proprietary methods or other proprietary items used in connection therewith (unless Licensor otherwise obtains such rights from Licensee or relevant third party), which patented elements, trade secrets, proprietary technology, proprietary methods and other proprietary items used in connection therewith shall be considered to be Other Developments, and (b) if Licensee creates a special effect that depicts any Licensed Property character, such as a pyrotechnic effect in the shape of a Licensed Property character or a pyrotechnic effect that embodies a wizard magic element contained within the Licensed Property, Licensor will own the intellectual property rights in, and will have the right to reproduce, and use any reproductions of, such character depiction or shape or such wizard magic element, as applicable, which intellectual property rights shall be considered to be Licensed Property Developments, but Licensor shall not own, and shall not have the right to reproduce, or use any reproductions of, any of the patented elements, trade secrets, proprietary technology, proprietary methods or other proprietary items used in connection therewith (unless Licensor otherwise obtains such rights from Licensee or relevant third party), which patented elements, trade secrets, proprietary technology, proprietary methods and other proprietary items used in connection therewith shall be considered to be Other Developments.

8.5 If Licensee desires to use depictions of the Licensed Property that vary from those set forth in the Style Guide(s), Licensee will make a request to Licensor to such effect, and if such request is

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approved, in the sole and absolute but good faith discretion of Licensor, Licensor will approve Licensee going forward with development of artwork based upon the Licensed Property or, if requested by Licensee and approved by Licensor, prepare and deliver appropriate artwork to Licensee. Where Licensor furnishes artwork to Licensee at Licensees request, Licensee will, within thirty (30) days of receiving an invoice therefor, pay Licensor for such artwork at Licensors prevailing commercial art rates. Any such fees are in addition to, and will not be offset by, any Guaranteed Fee or other consideration required hereunder.

8.6 If Licensor expressly consents, as set forth in Section 8.5 above, to permit Licensee to develop artwork based upon the Licensed Property, Licensor may prescribe such conditions as Licensor may elect in its sole and absolute but good faith discretion. In any event, Licensee shall assign or procure the assignment in writing of all rights, copyright and otherwise, in and to any artwork or other material referring to, pertaining, derived from or otherwise relating to the Licensed Property, including any and all newly created elements which may be marketed in connection with the Licensed Property and the Licensed Uses, and it is intended that this provision shall take effect as an assignment of prospective copyrights in works yet to be created by or for Licensee referring to, displaying, derived from or otherwise relating to the Licensed Property. Licensee further undertakes to take all and any steps necessary for the recordal or registration of the assignment(s) referred to hereinabove. Any artwork created by or for Licensee pursuant to this Section 8.6 shall constitute a Licensed Property Development.

8.7 Protection .

(a) Licensee shall assist Licensor and/or Licensors designees, at no out-of-pocket cost to Licensee, as requested by Licensor in obtaining and maintaining in the name of Licensor any and all available protection of its rights in and to the Licensed Property. Licensee agrees, at no out-of-pocket cost to Licensee, to sign documents, give testimony, provide exhibits, provide facts, give notices and otherwise cooperate with Licensor or any of its affiliates, agents or representatives in obtaining registrations, assignments, certificates and the like evidencing the rights of Licensor or its affiliates in the Licensed Property, including without limitation, any Licensed Uses.

(b) Licensor may, if it so desires, commence or prosecute any actions, claims, suits or proceedings in respect of infringement of rights in the Licensed Property and may, if it so desires, join Licensee as a party in such suit (provided that Licensee shall not incur any out-of-pocket costs in connection with any such suit, and Licensor shall defend, indemnify and hold harmless Licensee from and against any and all loss, cost, expense, damage and liability that Licensee may incur in connection with such suit). Licensee shall notify Licensor in writing of any activities which Licensee believes to be infringements or utilization by others of any of the Licensed Property. Licensor shall have the sole and absolute right to determine whether or not any such action, claim, suit or proceeding shall be undertaken by Licensor and shall have absolute discretion in the accommodation or settlement of any controversy relating thereto. Licensee shall not institute any such action, claim, suit or proceeding or take any other action with respect to any such infringement or activity without first obtaining the written consent of Licensor to do so.

(c) As more particularly set forth in Section 8.8, Licensee shall cause to be imprinted, irremovably and legibly in relation to each Licensed Use of the Licensed Property (in tangible form), including without limitation, any signage, printed materials, advertising, Licensed Products and any other use, the copyright and/or trademark notice(s) (or such other notice as may be approved by Licensor) including if Licensor so directs specified copyright and trademark symbols, the name of Licensor affiliate or division that owns the intellectual property and the year date.

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(d) In no event shall Licensee use, in respect to the Licensed Uses or any other approved use of the Licensed Property hereunder and/or in relation to any advertising, promotional, packaging or wrapping material, any copyright or trademark notices which shall conflict with, be confusing with, or negate, any notices required hereunder by Licensor. Licensee may, however, in respect to the Licensed Uses or any other approved use of the Licensed Property hereunder and/or in relation to any advertising, promotional, packaging or wrapping material, use Licensees house mark (e.g., the Universal Studios globe logo), the name and logo of the Theme Park and/or the Resort, and Licensees own copyright and trademark notices, as long as (i) none of the foregoing are touching or otherwise co-mingled with any Licensed Property, (ii) it is clear that Licensees copyright and trademark notices refer only to Licensees house mark, the name and logo of the Theme Park and/or the Resort, and/or other elements supplied by Licensee, and not to the Licensed Property or any part thereof, and (iii) it is clear that Licensee is not making any claim of ownership in or to the Licensed Property or any part thereof. Moreover, Licensor acknowledges that the Licensed Property may, in Theme Park maps, brochures and advertising and marketing materials, and in Park Compilation Merchandise, be used in conjunction with trademarks and copyrighted material of third parties from whom Licensee licenses intellectual property rights used at the Theme Park, subject to Licensors approval in its sole and absolute, but good faith, discretion, provided that (i) the Licensed Property shall not touch or be commingled with such third party trademarks or copyrighted material, and (ii) proper copyright and trademark notices for the Licensed Property and for the third party trademarks and/or copyrighted material shall be used in the Theme Park maps, brochures and advertising and marketing materials, and in the Park Compilation Merchandise, so that it is clear that Licensor is the owner of the Licensed Property and that the third party is the owner of the third party trademarks or copyrighted material.

8.8 Trademark Registration; Copyright and Trademark Notices .

(a) At Licensees request, Licensor shall apply to register such trademarks and service marks relating to the Licensed Property as Licensee may request, in such countries and categories, and for such products and services, as Licensee shall request, provided that Licensee shall be solely responsible for the payment of all fees and expenses, including reasonable attorneys fees, incurred by Licensor in connection with such registrations that are requested by Licensee. In all such cases, Licensor shall be both the legal and beneficial owner of all such applications and registrations.

(b) Licensee agrees that when utilizing the Licensed Property or any portion thereof in any Licensed Product, Licensed Premium, Consumable (including packaging, wrapping, hangtags and/or sewn-in labels for any such Licensed Product, Licensed Premium or Consumable), or for any advertising, marketing or promotional materials, Licensee shall include the following copyright and trademark notice, or such other copyright or trademark notice of which Licensor gives notice to Licensee in writing, with respect thereof (the year designation in each of the following copyright and trademark notices shall change to reflect the year of manufacture of such Licensed Product, Licensed Premium or Consumable, or the year of public dissemination of such advertising, marketing or promotional materials):

For all HARRY POTTER product and sewn-in labels:

 & © Warner Bros. Entertainment Inc.

(s09)

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For all HARRY POTTER packaging, advertising and promotional materials where BILLING BLOCK (credits for the film) appears, the following author legal notice must be included:

 & © Warner Bros. Entertainment Inc. Harry Potter Publishing Rights © J.K. Rowling.

(s09)

For all HARRY POTTER packaging, advertising and promotional materials, where NO BILLING BLOCK (credits for the film) appears, the following author legal notice must be included:

 & © Warner Bros. Entertainment Inc. Harry Potter Publishing Rights © JKR.

(s09)

When necessary to avoid confusion, the following extended notices shall be used instead:

For all HARRY POTTER product and sewn-in labels:

HARRY POTTER, characters, names and related indicia are trademarks of and © Warner Bros. Entertainment Inc.

(s09)

For all HARRY POTTER packaging, advertising and promotional materials where BILLING BLOCK (credits for the film) appears, an author legal notice must be included:

HARRY POTTER, characters, names and related indicia are trademarks of and © Warner Bros. Entertainment Inc. Harry Potter Publishing Rights © J.K. Rowling.

(s09)

For all HARRY POTTER packaging, advertising and promotional material