Marvel/Sony Confidential Non-Binding Discussion Document ...



Confidential Non-Binding Discussion DocumentSummary of Marvel / SPE Spider-Man DiscussionMay 325, 2011Overall: We are seeking an equitable and simple solution and a clean delineation and definition of roles and economics.SPE will have the freedom and flexibility to produce and market and distribute films. Marvel will cease to receive film license fees or any participation on film related revenues. Marvel will have the freedom and flexibility to manage and maximize the merchandise programs. SPE will cease to receive merchandise fees or any participation on merchandise related revenues. Economics and Terms: Upfront: Marvel shall pay SPE $175MM. Backend: Marvel shall pay SPE a straight proration up to (and not to exceed) $35MM based on a sliding scale on WWBO of up to $1B on each future initial Spider-Man film release (excludes re-releases). (E.g. WWBO divided by $1B multiplied by $35MM = payment). Specific WWBO language to be discussed in long-form to address potential of in-home viewing during theatrical window and include those revenues in determining WWBO -TBDBackend Cap: The backend payments shall be capped at $130MM per 10 year period.Marvel Participation: Marvel shall not participate in the Spider-Man film revenues (box office and home video), music, and SPE promotions or co-promotionsSPE Participation: SPE shall not participate in Spider-Man merchandising and Marvel promotions or co-promotionsMerchandise Approvals and Controls: Marvel shall be autonomous and have full control over the Classic and Film merchandise program. SPE will have a good faith consultation right to review film merchandise. Film Approvals and Controls: SPE is seeking a relaxation on the current approval and controls and move towards the concept of consultation. Marvel Proposal: Conceptually the current language would be revised to be more collaborative and proactive and time sensitive. Marvel’s rights would be limited to only departures/deviations from clear and unambiguous guidelines related to core powers, costume elements, origin story and basic setting elements. Marvel is willing to accept that to the extent a Core Element has been depicted: (a) in a prior Spider-Man movie; or (b) in Marvel made-for-television animation in a manner that departs from the Core Elements, then SPE shall be permitted to use such depiction that departs. In addition, to the extent that SPE determines to utilize an alternative version of Spider-Man (e.g., Spider-Man 2099) in a Picture or TV, any departure from the Core Elements that is part of the story of such alternate version in the comic books shall be permitted. Notwithstanding the foregoing, a departure from the Spider-Man Character Traits marked with an asterisk “**” (e.g., he does not use illegal drugs) shall not be permitted. SPE Proposal: Submission requirements would be removed. Marvel would have consultation rights only. SPE would agree that, to the extent that Core Elements are depicted in a film, SPE would not “fundamentally” deviate from the Core Elements listed below as those Core Elements are depicted in any works approved by Marvel at any time (so that anything authorized or approved by Marvel at any time in any films, comic books, handbooks, animated series, web sites, etc would be fair game). If SPE fundamentally deviates from Core Elements, and Marvel puts SPE on notice of the deviation promptly after Marvel is provided with the relevant materials, Marvel’s sole remedy shall be limited to claims for damages to the Spider-Man brand. Marvel’s right to injunctive or other equitable relief of any kind would be eliminated. Marvel would not be able to enjoin SPE’s production, distribution, or advertising of Pictures or Television Programs and SPE would not be able to enjoin Marvel’s merchandising activities. For the avoidance of doubt and without limiation, SPE would retain the right to enjoin Marvel from releasing a film that included Spider-Man; Marvel would retain the right to enjoin SPE from releasing a film that included Iron-Man.Marvel’s Note: IF agreed, injunctive and equitable relief would be removed from the agreement in toto (for Marvel and SPE) and Marvel’s sole remedy for any failure to conform to Core Elements per occurrence shall be the greater of: (a) damages; and (b) liquidated damages in the amount of $[__]. Additional Film Rights Clarifications: Clarify that SPE holds exclusive film rights to all characters in the Spider-Man universe. For example, SPE has the right to include Spider-Girl, Venom, etc. in its films and Spider-Girl, Venom, etc. cannot appear in non-SPE films. In efforts to avoid ambiguity the parties will agree on a list of the characters that already exist and are in the Spider-Man Universe.SPE is in the process of reviewing Marvels’ most recent mark-up to the proposed character list and expects to have additional comments. But as a starting point, the following guidelines would apply:As a general principle, rights to all characters with Spider-Man-like powers, with “Spider” in their name (e.g., Spider-Woman), or with Spider-Man-like costumes would be granted exclusively to SPE for Film and Live Action TV. SPE will consider allowing Marvel to exclude from the grant to SPE specified characters that are primarily associated with other parts of the Marvel Universe (e.g., Both parties may agree one or two of the “Spider-Woman” characters are associated with the Avengers), but those characters must be frozen. As a result, during SPE’s Production Term, there won’t be any “Spider” characters in any non-SPE movies or live-action TV shows.For “Spider” characters that are “mash-ups” or cross-overs with other rights holders (e.g., Spider-Boy with DC), Marvel would grant to SPE Marvel’s share of rights in these characters for Film and Live Action TV. SPE would have the rights to exploit these characters if it secures the necessary third party rights (e.g., from DC) and indemnifies MarvelFor “mash-ups” or cross-overs with other rights holders that relate to important Spider-Man Universe villains (e.g., Scavulture relates to The Vulture), Marvel would grant to SPE Marvel’s share of rights in these characters for Film and Live Action TV. SPE would have the rights to exploit these characters if it secures the necessary third party rights (e.g., from DC) and indemnifies MarvelSPE has the right to create new characters with Spider-Man-like name, powers, and costumes. For example, SPE would have the right to create Spider-Boy and Spider-Woman characters that are distinct from the Marvel/DC mash-up character “Spider-Boy” or the Averngers-related Spider-Woman.SPE would be granted Film and Live Action TV rights to any character that is a blood relative of Spider-Man, Spider-Man’s alter egos (e.g., Peter Parker, Miguel O’Hara), major protagonists (e.g., Mary Jane), major villains (e.g., The Green Goblin), and major villains alter egos (e.g., Norman Virgil Osborn).Under the existing agreement, SPE gets all characters primarily associated with the Spider-Man Universe except for so-called “traveling characters” that had their own comic book series prior to the execution of the agreement in 1999 (see Section 2.b of the current agreement). So characters such as Silver Sable, which are primarily associated with the Spider-Man Universe and are not really “traveling characters,” should come to SPE, even if they have had limited comic book series of their own. DISCUSS CHARACTERS TIED TO CHARACTERS WE GET [e.g., henchmen of villains we get, like kingpins henchmen, friends of Spider-Woman]In addition, so-called traveling characters (e.g., Tinkerer) which did not have their own line of comic books prior to 1999 and which appear primarily in Spider-Man comic books, come to SPE even if they appear non-exclusively in other publications (see Section 2.b of the current agreement);SPE’s grant of rights includes characters that are primarily associated with Spider-Man (e.g., Jack-o-Lantern), even if those characters are also associated with or initially appeared in another comic book series.The Amended agreement would clarify that SPE’s grant of rights would include Kingpin (and related characters such as The Rose), and Morbius. The parties will also agree on and a mechanic to capture any such characters that appear in the future in any works authorized by Marvel. Marvel’s proposed mechanic is as follows:New Characters. With respect to new characters (i.e., characters first appearing after the Amendment Effective Date), the exclusive rights granted to SPE in the Property shall extend to and specifically include all new characters which first appear in: (a) the comic books listed below; and (b) any comic book, television series or other work published, produced or authorized by Marvel or its affiliates which has in its main title “Spider”, “Spider-Man” or “Peter Parker” except for comic works books that have “Spider”, “Spider-Man” or “Peter Parker” and a character not exclusively granted to SPE (a team-up book) as of the amendment effective date (such as Astonishing Spider-Man and Wolverine) in the main title shall not be included in the Property. Notwithstanding the foregoing, the property entitled Immortal Weapons - Bride of the Nine Spiders is not considered part of the Property. In addition, the exclusive rights granted to SPE in the Property shall extend to and specifically include all new characters created by Marvel which both either: (a) shoot spider-webs; and (b) sticks to walls. (c) have “Spider” in their name or (d) have a costume that is not fundamentally different from an Approved Costume. Comic Books (collectively “Publications”)Amazing Spider-ManBlack CatCarnageDeadly Foes of Spider-ManFriendly Neighborhood Spider-ManGiant-Size Spider-ManLethal Foes of Spider-ManMarvel Adventures: Spider-ManMarvel Age Spider-ManPeter Parker: Spider-ManPeter Parker: The Spectacular Spider-ManSensational Spider-ManSpectacular Spider-ManSpider-Man Loves Mary JaneSpider-ManSpider-Man/Black CatSpider-Man’s Tangled WebUltimate Spider-ManUntold Tales of Spider-ManVenomVenom vs. CarnageWeb of Spider-Man[Spider-Girl][Spider-Man 2099][Scarlet Spider] Merchandise: Blackouts: All merchandising Blackout/restrictions will be eliminated and replaced with a loose commitment for Marvel to develop and execute a Spider-Man film merchandising program in the time period around the initial release of each Picture.Retail: Marvel shall have the sole right to manage the retail relationships for the film merchandise and shall structure programs to benefit the licensees and the film. Marvel and SPE agree that in order to maximize the retail opportunities for the merchandise and the film, the parties need to collaborate and partner when and where appropriate. SPE’s consumer products (or similar) marketing team shall, where appropriate and reasonable, make themselves available for retail meetings upon Marvel’s reasonable request. Marvel’s consumer products team shall, where appropriate and reasonable, make themselves available for retail meetings upon SPE’s reasonable request. Solely for consultation and not approval, SPE and Marvel each agree to regularly and in advance share information related to Marvel’s general retail plans for movie merchandise and general plans for SPE’s movie co-promotions. SPE agrees to regularly and in advance share with Marvel the following information when available: strategy and target lists and general terms (media and marketing support/spends, territories, pack-outs, exclusivity, marketing plans, etc,…). Marvel agrees to regularly and in advance share information related to how/when/where the Spider-Man movie CMF spends are intended to be spent and provide specifics of actual CMF expenditures once spent. Access to Materials: SPE shall continue to provide Marvel access to film materials, assets, scripts, marketing materials, clips, sizzles, updates, and the like based on the list and timeline attached to this document. Those materials cannot be included by Marvel or its licensees in merchandise (or in any marketing, advertising or promotional materials) available to the public prior to TBD dates. Marvel shall create the style guides for use in the Spider-Man merchandising program and SPE shall have the right to consult, but not approve the style guide. If SPE fails to produce assets by the defined timeline, Marvel would have the right to seek damages. Line Reviews: Marvel shall provide SPE bi-annual line reviews of the movie license products for SPE’s consultation, but not approval. Product Categories - Licensing and Co-Promotions: 4 Categories: Consumer Electronics: SPE proposes: shall have the right without restriction to conduct Spider-Man movie marketing and promotional executions in connection with all other Sony businesses. Sony’s right to utilize Spider-Man film assets for Corporate Use would be broadened. SPE is seeking a perpetual right to use Spider-Man in its co-promotions with other Sony businesses with no windows. Marvel proposes: Sony shall have the right without restriction to conduct Spider-Man movie marketing and promotional executions in connection with Sony Electronics, limited to Sony Electronics and Playstation or other Sony console video game hardware. Marvel shall have the right to license all consumer electronics including those provided in Category A-2 provided each licensed product a) targets children and young adults and b) includes aesthetic elements which target children and young adults, e.g. a laptop with a molded Spider-Man on the cover or DJ style headphones with retro Spider-Man artwork. Marvel agrees to modify the current promotion window for the SPE Consumer Electronics to a period beginning 9 months prior to the release of each picture until 9 months after. SPE Exclusive: SPE shall have exclusive rights to execute co-promotions for the following categories and Marvel shall be prohibited from licensing merchandising or entering into promotions or sponsorship deals (Including Marvel Family co-promotions outside of SPE’s window) in these categories at any time. Current promotional window for the SPE Exclusive categories (12 months prior/7 post) would be modified to a period beginning (SPE proposes this remain 12; Marvel proposes decreasing this to 9) months prior to the release of each picture until (SPE proposes increasing this to 12; Marvel proposes increasing this to 9) months after Carbonated Soft Drinks (e.g. Pepsi)Quick Serve Restaurants (e.g. McDonalds)Airlines (e.g. Virgin)Telephone service providers (e.g., Verizon) We need clarify that this does not prohibit Marvel from licensing or structuring content distribution agreements with operators who act as “retailers” or aggregators of the content. [Note: SPE is open to clarifying, need to sort specific language]Auto (e.g. Audi) (excluding accessories)Gum and MintsBranded Non-Chocolate Sugar Confectionary and Branded Chocolate, e.g. Wrigley’s Starburst and Hershey’s Twizzlers (including but not limited to liquorice, lollipops, hard candy, candy bars, jelly candies, etc.) Marvel shall be permitted to license non-branded confectionary and non-branded chocolate. Marvel to propose language that keeps this SPE Exclusive and is broad enough to protect SPE promotional deals with Starburst, Twizzlers, Candy Bar companies, etc. without eliminating Marvel’s existing licensing deals in lollipops, etc.]Additional categories previously included on Schedule 7 and listed below as “SPE Exclusive Categories Previously Included on Schedule 7” Note to Jim - (Clarified and capture about with the addition of the word “including”)Note: Action figure premiums with QSRs would be no more than 45 inches tall and would have no more than 3 points of articulation. Marvel Exclusive: Marvel shall have exclusive rights to structure merchandise licensing deals and promotional deals for all goods previously listed on “Schedule 7” and now listed below as “Marvel Exclusive Categories Previously Included on Schedule 7” as well as “Chocolate Novelty Items.” Marvel can conduct film-related or classic merchandising in these Marvel Exclusive Categories at any time, with no windows or blackouts, and can conduct classic promotions outside of the film release window, but cannot conduct classic promotions during the film release window and cannot conduct film-related promotions at any time. SPE shall not be permitted to seek or enter into promotions for these categories at any time except with Marvel’s consent. If Marvel wishes to pursue an opportunity to structure a promotional overlay with a merchandise licensee in the Marvel Exclusive category within the movie period, Marvel shall alert SPE to the opportunity. If SPE approves of the promotion, SPE would be responsible for negotiating, documenting, and executing the promotion. Windowed: SPE shall have exclusive rights to execute co-promotions for “Windowed Categories” and Marvel shall have exclusive merchandising rights to Windowed Categories but shall be prohibited from licensing merchandising deals during SPE’s Exclusive Window (the period from 9 or 12 months prior to the release of each picture until 9 or 12 months after the release of each picture). Windowed Categories would include:All frozen foods not listed as either “Marvel Exclusive” or “SPE Exclusive”Bakery SnacksGumCRACKERS ALL FROZEN FOODS THAT COULD BE COMPETITIVE WITH QSR PROMOTIONAL DEALS [NOTE: Specific language to be drafted, but would include frozen pizza, frozen hamburgers, frozen tacos]SALTY SNACKS (including but not limited to chips, crisps, snack mixes, trail mix, puffs, pretzels, etc.) [NOTE: examples are clarifications to the existing contract] [Note: Discuss exception for Italian Dolce Preziosi]Shared: All other categories of goods shall be shared by Marvel and SPE. Marvel can conduct a classic and/or film merchandising license at any time and a classic promotion only outside SPE’s exclusive promotion window around the release of each Picture. Marvel would not have the right to conduct film promotions. SPE can conduct film-related promotions in these categories only during its exclusive promotional window. The current promotion window for the Shared categories would be modified to a period beginning (SPE proposes 12 months; Marvel proposes decreasing this to 9) months prior to the release of each picture until (SPE proposes 12; Marvel proposes 9) months after. Note: I’d also like to discuss the possibility of Marvel’s exploitation of certain SPE excusive categories if SPE does not enter into a co-promotion for such product classification e.g. granola bars. [Note: On a practical basis, SPE may release un-exploited categories, but it cannot be a contractual obligation as each would be handled on a case-by-case basis]For the avoidance of doubt, internet, mobile or social games / applications will be a “Shared” category. SPE shall have the right to make internet, social, and/or mobile promotional games and applications available at no charge to consumers to promote the Film limited to the SPE Exclusive Window . Marvel will retain the right to license internet, mobile and social games and applications to be sold as merchandise or on a promotional basis at any time or to be offered on a co-promotional basis outside of SPE’s exclusive window.Synergy: Marvel and SPE shall endeavor, where appropriate and feasible, to introduce and include the other party to its respective film merchandise licenses and/or film promotion relationships in efforts to allow for promotional overlays for film merchandise licensees and merchandise license overlay for film promotional partners. SPE Ancillary Merchandising Licenses: SPE will continue to have the right to authorize ancillary merchandising licenses in connection with promotions conducted by SPE in any SPE Exclusive Category. If SPE wishes to pursue an opportunity to structure an ancillary merchandising licenses in connection with promotions conducted by SPE within SPE’s exclusive window (9 or 12 months prior and 9 or 12 months post film release), SPE shall alert to Marvel the opportunity. If Marvel approves the ancillary merchandising license, Marvel would be responsible for negotiating, documenting, and executing the license. SPE will no longer have the right to authorize ancillary merchandising licenses in connection with promotions in the “Shared” category. Film Reversion: SPE is seeking a longer reversions window beyond what is currently provided for in the agreement. Currently: 9 months post film release to pay ”rights extension payment”, 3 years and 9 months post the preceding film release to commence Principal Photography, 5 years and 9 months post the preceding film release to release a new film. SPE’s proposal: The “rights extension payment” would be eliminated, along with per-picture advances. SPE seeks to extend the reversion periods as follows: Between films- 5 years post the preceding film release to commence Principal Photography and 7 years post prior film release to release a new film. Between Trilogies- (any set of three films) 8 years post the preceding film release to commence Principal Photography and 10 years post prior film release to release a new film.Marvel Proposal: TBD month’s post the preceding film release to commence Principal Photography, TBD months post the preceding film release to release a new film. Clarify Contract Language: Once there is agreement in principle in the fundamental business points discussed in this Summary, the parties shall discuss clarification of any technical contract language that has been the subject of disputes in the past. NOTE: SPE is willing to entertain modifications to Section 13 that include many of the elements suggested by Marvel in its proposed contract language and is in the process of creating a proposal of specific language for Marvel's consideration. Proposed modifications by SPE will include, without limitation, the following points:Marvel’s designated individual will not have access to sets or creative meetingsAnything not timely objected to by Marvel is deemed approved by Marvel, once and for all, and Marvel cannot later object to that element.Period for Marvel to respond is shorter during active pre-production and productionClarify there is no obligation for SPE to depict all core Elements in any particular picture.With respect to “Spider-Man Character Traits” and “Basic Origin Elements” (listed below) SPE would not be in breach unless it depicts them in a way that fundamentally deviates from the manner in which those elements are described below. With respect to “Spider-Man Core Powers and Abilities,” and “Spider-Man’s Costumes,” SPE proposal is set forth below If SPE fundamentally deviates from a Core Element, and Marvel puts SPE on notice of the deviation promptly after Marvel is provided with the relevant materials, Marvel’s sole remedy would be a claim for damages to the Spider-Man brand. Marvel’s right to injunctive or other equitable relief of any kind would be eliminated. Marvel Response: Marvel is willing to accept the notes set forth above with the following caveats: (a) injunctive relief (see comments earlier in draft); (b) SPE’s new “fundamental deviation” standard isn’t agreed; and (c) with respect to any depiction in any work being “fair game” Marvel response (as set forth earlier in the draft) is: Marvel is willing to accept that to the extent a Core Element has been depicted: (a) in a prior Spider-Man movie; or (b) in Marvel made-for-television animation in a manner that departs from the Core Elements, then SPE shall be permitted to use such depiction that departs. In addition, to the extent that SPE determines to utilize an alternative version of Spider-Man (e.g., Spider-Man 2099) in a Picture or TV, any departure from the Core Elements that is part of the story of such alternate version in the comic books shall be permitted. Notwithstanding the foregoing, a departure from the Spider-Man Character Traits marked with an asterisk “*” (e.g., he does not use illegal drugs) shall not be permitted. CORE ELEMENTSSpider-Man Character Traits and Origin Story:His full name is Peter Benjamin Parker.** He is a heterosexual Caucasian male. His parents become absent from his life during his childhood.From the time his parents become absent, he is raised by his Aunt May and Uncle Ben in New York City.He gains his powers during the period while he is attending middle, high school, or college student as a result of being bitten by a spider.He designs his first red and blue costume [Note: black costume is a symbiote and is not designed by him].** He does not deliberately torture. He does not deliberately kill humans other than in defense of self or others. [This term does not apply to actions attributable to the black/symbiote suit provided the foregoing activity in undertaken while in the black /symboite suit]]** He does not use foul language beyond what is permitted in a PG-13 rated film. ** He does not smoke tobacco. He does not use illegal drugs. He does not abuse alcohol. [This term does not apply to actions attributable to the black/symbiote suit provided the foregoing activity in undertaken while peter parker is in the black /symboite suit]** He does not engage in sexual relations before the age of 16 or with anyone below the age of 16.Spider-Man Core Powers and Abilities:SPE’s proposal: When he has his full powers, they consist of the following: (a) all of the powers listed on the attached Exhibit 1 [note: The parties will agree on a list of Spider-Man’s powers.] (b) all other powers that Spider-Man is portrayed as having or using (or stated to have or use) in any comic book, motion picture, TV show, website or other work authorized by Marvel at any time after the date of this agreement, and (c) all other powers that are reasonable or logical extensions of the powers authorized under (a) or (b) above. See clarifying example of logical extensions under “General Notes” below. All powers described in (a), (b) and/or (c) are "Approved Powers." SPE would not be in breach as long as (i) it doesn’t depict the Spider-Man character as having super-human powers other than the Approved Powers, and (ii) its depiction of any Approved Powers is not fundamentally different from (i.e., "is in the same general ballpark" as) any other depiction of that power authorized by Marvel at any time in any motion picture or TV show authorized by Marvel at any time (including works created either before or after the date of this agreement). Marvel Proposal: When he has his full powers, they consist of any or all of the powers listed on the attached Exhibit 1 and all other powers that Spider-Man is portrayed as having or using (or stated to have or use) in any: (a) in a prior Spider-Man movie; or (b) in Marvel made-for-television animation. In addition, to the extent that SPE determines to utilize an alternative version of Spider-Man (e.g., Spider-Man 2099) in a Picture or TV, any departure from Spider-Man’s powers that is part of the story of such alternate version in the comic books shall be permitted. Note: In light of recent clarifying discussions, SPE requests that Marvel modify its proposal to incorporate:SPE’s concept (c) (“logical extensions”) Concept (ii) (depictions of the listed powers are acceptable not only when in-line with Exhibit 1, but when not fundamentally different from depictions in Marvel approved works.)SPE has right to portray new powers not only in any Marvel animated TV series but in any Marvel approved work with the exception of the following works [Marvel and SPE to agree on a list of unacceptable sources. SPE suggests Marvel create the first draft of this list.]Spider-Man’s Core Powers and Abilities:I. Core Powers and Abilities:Spider-Sense. Spider-Man’s Spider-Sense alerts him to hidden threats and danger. This precognitive ability helps him to act instinctively, avoiding danger and the impact from objects (fists/feet, bullets, moving objects, environmental risks, etc) as well as warning him of disguised enemies. Spider-Man’s Spider-Sense also assists in his accuracy when operating his web-shooters, and can act like radar in the darkness or if Spider-Man is blinded. He is also able to detect certain radio frequencies (used for his spider-tracers). Super-Human Spider-Strength. Spider-Man has the proportionate strength of a spider. This means he can lift or press not more than 10 tons or more. Spider-Man’s Spider-Strength allows his attacks against foes to be far more damaging than a normal human being. Super-Human Spider-Jumping Ability. Spider-Man has the proportionate jumping ability of a spider. This means he can jump vertically 5 stories (approximately 50 feet) and/or horizontally the length of a city block (approximately 264 feet).Super-Human Spider-Agility. Spider-Man has superhuman agility. This means he can maneuver his limbs and joints at speeds and angles and with flexibility greater than that of an Olympic level athlete or contortionist and with a faster reaction time than a normal human being. Spider-Man’s Spider- Agility gives him the ability to dodge bullets and acrobatically maneuver himself around opponents and dangerous objects.Super-Human Speed and Reflexes. He is able to run at superhuman speeds for short distances (e.g., can overtake speeding cars) and has reflexes so fast that he can evade bullets – even from automatic weaponsSpiderSuper-Human-Durability. Spider-Man possesses superhuman durability. Spider-Man can be injured as any other human being however as a result of his superhuman durability he is able to withstand severe punishment. Injuries which would be fatal or result in broken bones in normal human beings are not fatal and do not break Spider-Man’s bones. SpiderSuper-Human-Metabolic Efficiency and Endurance and Healing Power. Spider-Man possesses superhuman metabolic efficiency and endurance. His accelerated metabolism increases his tolerance to toxins, meaning a larger dose is needed to cause the intended effect and he recovers from the effects quickly. Spider-Man is capable of healing injuries faster and more extensively than ordinary humans, but is not invulnerable and can be hurt badly (e.g. a gunshot) .Although he is still affected by disease and infection his recovery time is typically shorter than that of an ordinary human. He is even able to overcome what would seem to be permanent diseases, such as blindness or vampirism. Spider-Man is, however, vulnerable to further adaptation in which he might take on additional properties of a spider, such as arms. Spider-Man’s superhuman endurance allows for extended periods of physical and mental exertion.Super-Human Spider-Adherence. Spider-Man is able to stick to walls or ceilings and stick/climb on almost any surface (he cannot cling or stick to frictionless surfaces). His Spider-Adherence allows for him stick to a surface as easily as most people can walk on the ground. Super-Human Spider-Webbing. Spider-Man possesses organic or artificial webshooters which allow him to shoot a strong adhesive webbing. Spider-Man’s webbing allows him to swing from buildings, tie up villains, safely catch falling bystanders and use the fluid in various configurations for props and structures (such as shields, thrown balls, parachutes, trampolines). The webs have a tensile strength equivalent to 120?lb per square millimeter in cross-section. Like a real spider, Spider-Man can feel vibrations in his web lines.Supder-Human Spider-Balance. Spider-Man has superhuman balance and coordination and can maintain his equilibrium better than that of an Olympic level gymnast.SpiderSuper-Human-Fighting Skills. Spider-Man combines all of his Core Power’s and Abilities to create a unique superhuman improvisational acrobatic HYPERLINK "" \o "Freestyle fighting" freestyle fighting style that functionally encompasses the usage of his strength, speed, flexibility, wits, intelligence, and his "spider-sense", in order to work his strengths against his opponents' weaknessesImproved Vision. When Peter Parker is transformed into Spider-Man, he no longer needs glasses and has 20/20 vision.Intelligence. Pert Peter Parker has a high level intelligence with a significant focus on engineering, math, and the sciences and is also a gifted inventor and photographer. He also demonstrates a strong sense of humor. II. General Notes:Other Powers and Abilities - Spider-Man’s Core Powers and Abilities are as set forth in this Exhibit and include new powers after the date of this Agreement as described in SPE’s proposal [above / below]. Except for Spider-Man’s Core Powers and Abilities listed herein, Spider-Man’s physical makeup is that of a normal human being and he does not have any other superhuman powers and abilities. SPE is Under No Obligation to Depict in a Picture All of Spider-Man’s Core Powers and Abilities - There is no obligation for SPE to depict all of Spider-Man’s Core Powers and Abilities in any particular Picture. SPE shall have the right to depict as many of Spider-Man’s Core Powers and Abilities in any particular Picture as it determines (in its sole discretion). Logical Extensions and Examples in Marvel-approved WorksSPE would have the right to depict a power listed above in a way that does not fundamentally deviate from the manner in which that power is depicted in any work approved by Marvel at any time (so that anything depiction of that power authorized or approved by Marvel at any time in any films, comic books, handbooks, animated series, web sites, etc would be fair game). For example, if the schedule above notes Spider-Man can lift more than 10 tons and a Marvel-approved work shows him lifting 15 tons, SPE Films may depict Spider-Man lifting 15 tons. SPE would have the right to depict a power that is the logical extension of the powers listed above. For example, if Spider-Man has “Improved Vision,” “Super-Human Speed and Reflexes,” and “Intelligence,” SPE would have the right to depict Peter Parker as being able to speed read as a logical extension of those abilities.SPE is Under No Obligation to Depict in a Picture Spider-Man’s Core Powers and Abilities at Full Strength - SPE shall have the right to depict any of Spider-Man’s Core Powers and Abilities in any particular Picture at up to full strength and as having any lesser strength as SPE shall determine (in its sole discretion) is appropriate in any particular Picture. By way of example only, if one of Spider-Man’s Core Powers and Abilities is to lift up to 10 tons or more, his failure to be able to lift 8 tons (whether due to exhaustion, that his powers have not fully matured, or otherwise) in any particular Picture or part thereof shall not be considered a deviation from Spider-Man’s Core Powers and Abilities. Spider-Man’s Core Powers and Abilities Apply to Peter Parker as Well - Peter Parker shares Spider-Man’s Core Powers and Abilities (although he generally hides them from the public). For the avoidance of doubt, Spider-Man is not required to use or demonstrate any or all of these powers in any particular Picture produced by SPE.Basic Origin Elements:He was raised in a middle class household in Queens, NY.He attends or attended high School in Queens, NY.He attends or attended college in New York City, New York.Spider-Man Costume Elements: SPE’s proposal: When Spider-Man is in his full costume, it must be one of the following: (a) primarily red and blue (or red and black with blue highlights, which was essentially the color scheme in the original 1962 comic book) with a Spider insignia on the front and/or back, (b)primarily black and gray with a Spider insignia on the front and/or back (the “symbiote costume”), (c) a costume that is on an agreed list of named costumes (below) (e.g., “Spider-Man 2020,” “Spider-Man 2099,”etc.), or (d) any other costume that Spider-Man is portrayed as wearing in any comic book, motion picture, TV show, website or other work authorized by Marvel at any time after the date of this agreement, All costumes described in (a), (b), (c) and/or (d) are "Approved Costumes.". SPE is authorized to use any design or design elements for such costumes that are not fundamentally different from any Spider-Man costume appearing in any comic book, motion picture, TV show, website or other work authorized by Marvel at any time (including works created either before or after the date of this agreement) – with the exception of the following works [Marvel and SPE to agree on a list of unacceptable sources. SPE suggests Marvel create the first draft of this list.] i.e., SPE is not in breach as long as its depiction of the costume is not fundamentally different from (i.e., "in the same general ballpark" as) any Approved Costume authorized by Marvel at any time (other than in works that are on the list of unacceptable sources) SPE Proposed Additional “Named” Costumes:Spider-Man 2099Spider-Man 2020Commando Spider-Man 2099Spider-Man MegaMorphThe Spider from ExilesMillenial Visions (Marvel Universe Appendix)Earth X Spider-ManSpider-Man NoirWrestling Costume in Amazing Fantasy #15Spider-ArmorInsulated costume / Electro SuitThe Future FoundationMarvel Proposal: As a compromise to close this deal agreed provided: (d) (and the 2nd sentence) is limited to: (a) a prior Spider-Man movie; or (b) in Marvel animation; andRather than limiting to animation; SPE suggests Marvel propose the subset of works that are off limitsthe “fundamentally different” standard is not agreed. Other Issues and Considerations:Talent Likeness and merchandise participation. Marvel proposes these fees be borne by Sony. fees would be borne by Marvel. Discuss mechanism for negotiating these deals (SPE initially proposed Marvel negotiate these deals in parallel with SPE negotiating deals to secure talent for films)Talent agreement prohibited categories shall be limited to alcohol, tobacco and non-toy firearms, religious & political items. We should discuss talent approvals. Distinguish Sponsorships (Marvel can enter into w/o limitation or windowing) from co-promotions. SPE Proposal: Marvel would have the same rights with respect to Sponsorship of Live Events as under the existing contract, meaning Marvel would not have the right to structure sponsorships with partners in SPE Exclusive categories. OK to prohibiting SPE Exclusive categories but not with any timing or other restrictions.Access to the talent/directors for 4 meetings with our retail and license partners (either at the studio or at the retailer) per film.Eliminate prohibitions upon use of Spider-Man villains in animation Eliminate animation HV windows. Remove restrictions on motion comics. [Ok as long as there is no live-action]Section 20a of the current agreement relating to injunctive relief would be revised WHAT IS THIS MEANT TO REFERENCE?Section 39 of the current agreement would be deletedThe entire agreement would be revised to delete language that is no longer relevant post-dealADDITIONAL NOTES TBD.Asset Delivery TimelineGeneral Note: Assets will be provided “As is” based on the timing described below. Assets (e.g., film synopsis) may continue to evolve after initial delivery.SPE is willing to consider tying delivery of certain elements to the scheduled release date, but the dates must reflect the reality of production schedules. For example, let’s discuss number of months before release that production is expected to begin on Avengers and when that production will make various elements available to merchandising licensees.ItemFormat notesTimingProduction Sketches*Hard copy only18 Months Prior to Initial Release30 days prior to SOP [ but in any event drafts no later than TBD months prior to release]Costume designs and illustrations*Hard copy only30 days prior to SOP; [but in any event drafts no later than TBD months prior to release] 18 Months Prior to Initial ReleaseFilm Synopsis Hard copy onlySOP; [but in any event draft no later than TBD months prior to release] 18 Months Prior to Initial ReleaseShooting scriptHard copy to Marvel with watermark in name of Marvel’s head of security; 3rd parties may only view with SPE permission in Marvel secure facility (master toy partners and interactive should be pre-approved .They will not get their own watermark; will need to be under Marvel’sSOP; [but any event draft no later than TBD months prior to release. Note, if production has not started, script would be a then-current draft rather than shooting script]18 Months Prior to Initial ReleaseTalent ListSOPCharacter Maquettes & Reference*Hard visuals onlySOP; but in any event drafts no later than TBD months prior to release 18 Months Prior to Initial ReleaseTalent RestrictionsMonthly (as available)Press ReleasesPrior to distribution as FYIExterior/Interior Production DesignsHard copy only30 days after SOP. Actual photography of these elements - Day of Shooting or when Director ApprovesProp Images & SketchesHard copy only30 days after SOP. Actual photography of these elements -Day of Shooting or when Director ApprovesSales Presentation and Deck30 days after SOP; but in any event draft no later than TBD months prior to release18 Months Prior to Initial ReleaseLogo TreatmentNon-binding target: 6 mos. After SOP (Target subject to studio/director approval)18 Months Prior to Initial ReleaseInternational Logo translations8 months after SOP18 Months Prior to Initial Release[200] All available movie stills featuring various key characters and scenes8 TBD Months Prior to Initial ReleaseFinal trailer / one-sheet60 days prior to Release Date* For any/all key characters within such Picture including, key villain(s), heroes and Spider-Man.Limitations on Public Availability of Assets - JOSH – I Amis STILL WAITING ON COMMENTS.CATEGORYPRODUCTS DEVELOPEDON-SHELF DATENOTES / COMMENTSToys/GamesFigures, play sets, role play60-90 days prior to theatrical releaseVaries by retailerInteractiveVideo GameOne to two weeks before theatrical releasePre-orders occur 30-60 days priorMobile, Social, & Casual OnlineGames, apps, social networksOne month prior to theatrical release?Sporting Goodsballs, gear, outdoor playNo earlier than 3 months prior to theatrical releasePool, water, and outdoor could release Feb-MarchHalloweenCostumes, decorations6 weeks prior to theatrical releaseHalloween companies also sell role playApparelT's, underwear, pants, shoes6 weeks prior to release of theatrical?Accessoriesbelts, glasses, wallets6 weeks prior to theatrical release?Health & BeautyShampoo, soap6 weeks prior to theatrical release?Food & BeverageCereal, packages goodsNo earlier than 3 months prior to theatrical release?PublishingComics, novelizations, coloring6 weeks prior to theatrical releasePre-order 60-90 days priorBack-to-SchoolPencils, notebooks, backpacks6 weeks prior to theatrical release?Stationery & Party GoodsGreeting cards, plates, cake decorations, balloons6 weeks prior to theatrical release?Domestics/housewaresTowels, bedding6 weeks prior to theatrical release?Gift & NoveltiesCups, mugs, key chains6 weeks prior to theatrical release?SPE Exclusive Categories Previously Included on Schedule 7ALL BEVERAGES OTHER THAN ASCEPTIC JUICES and milk based beverages (milk, chocolate milk, etc,…)ALL FROZEN FOODS THAT COULD BE COMPETITIVE WITH QSR PROMOTIONAL DEALS [NOTE: Specific language to be drafted, but would include frozen pizza, frozen hamburgers, frozen tacos, and restaurant-branded frozen foods (e.g., Marie Calendar’s)]BLANK AUDIO/VIDEO MEDIA DIP/DIP MIXES - SINGLE SERVINGFOILS & WRAPSFOOD & TRASH BAGS [Note: Clarify this excludes Tupperware-type food containers and cloth-based lunch bags / lunch boxes]MEXICAN FOODS / ETHNIC FOODS [NOTE: “Ethnic Foods” is an added clarification to the current contract] [Note: Clarify approach to “Mexican Food” in Mexico]PASTRY/DOUGHNUTSPHOTOGRAPHY SUPPLIES [Note: Need to discuss exceptions for camera cases and review in light of Consumer Electronics clause (i.e., camera cases may still be problematic if Sony competes in that segment)PIZZA – REFRIGERATEDPIZZA PRODUCTS POPCORN/POPCORN OIL [except Marvel may license non-branded items with unique packaging, e.g. collector tins]REFRIGERATED DIPS RICE/POPCORN CAKES SALTY SNACKS (including but not limited to chips, crisps, snack mixes, trail mix, puffs, pretzels, etc.) [NOTE: examples are clarifications to the existing contract] [Note: Discuss exception for Italian Dolce Preziosi]SNACK BARS/GRANOLA BARS/POWER AND ENERGY BARS SNACK NUTS/SEEDS/CORN NUTS Marvel Exclusive Categories Previously Included on Schedule 7ALL OTHER BREAKFAST FOODALL OTHER SAUCESASEPTIC JUICES Milk based beveragesBAKED GOODS – REFRIGERATED. [Except on-site retail bakery (non branded)]BAKING MIXES BREAKFAST MEATS CANNED MEAT CANNED/BOTTLED FRUITCOLD CEREAL COOKIES [except for on-site retail bakery (non-branded)]CREAM CHEESE/CREME CHEESE SPREAD DESSERT TOPPINGS DESSERTS – REFRIGERATED DINNER SAUSAGEDOUGH/BISCUIT DOUGH – REFRIGERATEDDRY FRUIT SNACKS DRY PACKAGED DINNERS ENGLISH MUFFINS EVAPORATED/CONDENSED MILK FRANKFURTERS FRESH BREAD & ROLLS FROSTINGFROZEN BREAD/FROZEN DOUGH FROZEN BREAKFAST FOOD FROZEN COOKIES [except for on-site retail bakery (non-branded)] FROZEN DESSERTS/TOPPING FROZEN MEAT FROZEN PIES FROZEN POT PIES GELATIN/PUDDING MIXESGLAZED FRUITHOT CEREAL ICE CREAM CONES/MIXES JELLIES/JAMS/HONEY LUNCHEON MEATS LUNCHES – REFRIGERATED - LunchablesMARSHMALLOWS MEAT PIES MILK FLAVORING/COCOA MIXES MUSTARD & KETCHUP NATURAL CHEESE PANCAKE MIXESPASTA – REFRIGERATEDPASTA PEANUT BUTTER PICKLES/RELISH/OLIVES PIES & CAKES (INCLUDING CHEESECAKES)- [Marvel to license, but may not allow licensees to conduct co-promotions relating to the Property or sell licensed goods relating to the property at any restaurant during any Exclusive Co-Promotion Window].POWDERED MILK PROCESSED CHEESE REFRIGERATED ENTREESREFRIGERATED MEAT/POULTRY PRODUCTS REFRIGERATED SIDE DISHESREFRIGERATED TORTILLA/EGGROLL/WONTON WRAPSOUP SPREADS – REFRIGERATEDSINGLE SERVING DINNERS SYRUP/MOLASSES TEA – INSTANT TEA MIXES TOASTER PASTRIES/TARTS YOGURT ................
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