PRIVILEGED ATTORNEY-CLIENT COMMUNICATION

PRIVILEGED ATTORNEY-CLIENT COMMUNICATION

EXECUTIVE SUMMARY

SECOND AMENDED AND RESTATED LICENSE AGREEMENT

(��SPIDER-MAN��)

CREATIVE ISSUES

This memo summarizes certain terms of the Second Amended and Restated License Agreement

(��Spider-Man��) between SPE and Marvel, effective September 15, 2011 (the ��Agreement��).

1.

CHARACTERS AND OTHER CREATIVE ELEMENTS:

a.

Exclusive to SPE:

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The ��Spider-Man�� character, ��Peter Parker�� and essentially all existing

and future alternate versions, iterations, and alter egos of the ��SpiderMan�� character.

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All fictional characters, places structures, businesses, groups, or other

entities or elements (collectively, ��Creative Elements��) that are listed on

the attached Schedule 6.

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All existing (as of 9/15/11) characters and other Creative Elements that are

��Primarily Associated With�� Spider-Man but were ��Inadvertently

Omitted�� from Schedule 6. The Agreement contains detailed definitions

of these terms, but they basically conform to common-sense meanings. If

SPE and Marvel cannot agree as to whether a character or other creative

element is Primarily Associated With Spider-Man and/or were

Inadvertently Omitted, the matter will be determined by expedited

arbitration.

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All newly created (after 9/15/11) characters and other Creative Elements

that first appear in a work that is titled or branded with ��Spider-Man�� or in

which ��Spider-Man�� is the main protagonist (but not including any teamup work featuring both Spider-Man and another major Marvel character

that isn��t part of the Spider-Man Property).

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The origin story, secret identities, alter egos, powers, costumes,

equipment, and other elements of, or associated with, Spider-Man and the

other Creative Elements covered above.

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The story lines of individual Marvel comic books and other works in

which Spider-Man or other characters granted to SPE appear, subject to

Marvel confirming ownership.

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b.

c.

Non-Exclusive To SPE. SPE and Marvel share the following:

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��Kingpin�� and related characters listed on the attached Schedule 7B, but

SPE may not use any of these until after Fox��s production rights to

Daredevil expire. Marvel��s use of Kingpin is restricted to use in

connection with Daredevil and other characters with which he appeared

prior to 9/15/11.

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��Jessica Drew�� and specifically listed related characters. SPE may depict

Jessica Drew as Spider-Woman, and Marvel may only use her without any

Spider-Man-related elements.

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Marvel and SPE must each notify the other of any intended use of these

shared characters.

Not Granted To SPE. Certain specified characters are frozen or reserved by

Marvel even though they might otherwise fit within the generic descriptions of

what is granted to SPE:

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Characters listed on the attached Schedule 7A are frozen and may not be

used by either SPE or Marvel. Examples are mashups between SpiderMan and other characters and/or characters to which third parties control

rights.

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Characters listed on the attached Schedule 8 are reserved by Marvel.

2.

RIGHTS: SPE has the exclusive right to utilize the ��Spider-Man�� character and the other

Creative Elements listed in Paragraph 1 above to (a) develop and produce live action or

animated theatrical motion pictures (each, a ��Picture��) and live-action television series

(and also animated television series with episodes longer than 44 minutes), during the

Production Term, and (b) distribute, advertise and otherwise exploit in perpetuity any

motion picture or television series that commenced production during the Production

Term.

3.

PRODUCTION TERM: The ��Production Term�� extends indefinitely as long as SPE

continues to produce and release Pictures as follows:

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As a general rule, SPE must (a) commence production of each Picture within 3

years and 9 months after the release of the preceding Picture and (b) release each

Picture within 5 years and 9 months after the release of the preceding Picture.

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If SPE releases 3 Pictures within 8 consecutive years, then SPE may extend the

foregoing deadlines as follows: (a) commence production of the next Picture

within 5 years after the release of the preceding Picture and (b) release such

Picture within 7 years after the release of the preceding Picture.

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Each of the foregoing deadlines is subject to extension for Force Majeure.

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4.

CHARACTER INTEGRITY OBLIGATIONS. Marvel no longer has any creative

approval rights, but SPE must abide by the following ��Character Integrity Obligations��:

Mandatory Spider-Man Character Traits. Spider-Man (whether Peter Parker or an

alternative Spider-Man character) must always strictly conform to the following

��Mandatory Character Traits��:

a.

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Male

Does not torture*

Does not kill unless in defense of self or others*

Does not use foul language beyond PG-13

Does not smoke tobacco*

Does not sell/distribute illegal drugs*

Does not abuse alcohol*

Does not have sex before the age of 16, does not have sex with anyone below the

age of 16

Not a homosexual (unless Marvel has portrayed that alter ego as a homosexual)

Items with a * are permitted while Spider-Man is wearing the black/symbiote suit.

Marvel can enjoin a Picture if it does not conform to the foregoing Mandatory

Character Traits. For any other failure to conform to Character Integrity or other

requirements, Marvel��s sole remedy is damages.

b.

Peter Parker Character Traits. Depiction of Peter Parker or his Spider-Man alter ego

must conform to the following character traits:

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c.

His full name is Peter Benjamin Parker.

He is Caucasian and heterosexual.

His parents become absent from his life during his childhood.

From the time his parents become absent he is raised by Aunt May and Uncle Ben

in New York City

He gains his powers while attending either middle school or college.

He gains his powers from being bitten by a spider

He designs his first red and blue costume.

The black costume is a symbiote and is not designed by him

He is raised in a middle class household in Queens, New York

He attends or attended high school in Queens, New York, and he attends or

attended college in New York City, New York.

Alternate Versions Of Spider-Man Character. If SPE depicts an alternative version of

Spider-Man (i.e., not Peter Parker), then:

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SPE must use the alternative version��s civilian alter ego

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d.

APPROVED COSTUMES. When in full costume, Spider-Man must wear one of the

following:

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e.

If a specific costume is associated with that alternative version in Marvel comic

books and other works, then he must wear in the Picture a costume which is

generally similar in overall appearance

The action must be depicted as taking place in the same general time period and

in the same general location as depicted in Marvel��s works featuring that alternate

version.

SPE may, but does not have to, (i) use ��Approved Powers�� which are unique to

that alternative version, and/or (ii) use Marvel��s origin story and related origin

elements for that alternate version of Spider-Man.

A costume that is form fitting, primarily red and blue (or red and black per the

1962 comic book), with a spider on the front or back

A costume that is form fitting, black and gray, with a spider on the front or back

A costume that is generally similar in overall appearance to one of the 15

costumes listed costumes on Schedule 4A, or

A new costume that is generally similar in overall appearance to a costume that

appears in a post 9/15/11 Marvel comic book, television series or other major

work.

POWERS. Spider-Man cannot be depicted as having super-human powers other than

the following ��Approved Powers��:

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The Listed Powers specified on Schedule 5 to the Agreement (including SpiderSense, Super-Human-Strength, Super-Human Jumping Ability, Super-Human

Balance and Agility, Super-Human Speed and Reflexes, Super-Human Durability,

Super-Human Healing Power, Super-Human-Adherence, Super-Human Webbing,

Super-Human-Balance, Super-Human-Fighting Skills).

Special powers that belong to the black/symbiote suit (when that alternative

version is being depicted)

Any power possessed by an alternate version of Spider-Man or by that alternate

version��s costume (if that alternate version of Spider-Man is being depicted)

Any power depicted in a post 9/15/11 Marvel comic book series (except for

��Incidental Depictions�� in less than 6 comic books), television series, console

video game or other major work

Any power which is a logical extension of one or more of the foregoing powers

Note: SPE can depict as many, or as few, of the Approved Powers as SPE chooses.

Approved Powers may be depicted at full strength or at any lesser strength, as SPE

determines. Approved Powers may be depicted in any way that does not materially

deviate from any depiction of that power in any Marvel-authorized work.

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5. CREATIVE CONSULTATION/DEEMED APPROVAL.

a. Consultation. SPE must consult with either of two creative executives designated by

Marvel (currently Kevin Feige and Tom Cohen) regarding the following items, with

SPE��s decision being final:

Script;

Top five (5) principal cast members;

Individual producers;

Director;

Director of photography;

Production designer;

Composer;

Editor;

Costume designer;

Principal visual effects vendor;

Design of the costume of Spider-Man; and

Design of the principal villain

Marvel��s creative executives do not have access to sets or creative meetings unless

invited by SPE.

b.

6.

7.

Consultation Process/Deemed Approval. SPE is required to provide Marvel with

each draft of the screenplay, the proposed design of the Spider-Man costume and one

or more cuts of the picture. SPE may, at its election, provide Marvel with other

development and/or production materials. Any depiction of the Character Integrity

Obligations which appears in such materials is deemed approved by Marvel unless

Marvel objects in writing within 5 days (reduced to 2 days during production) from

receipt of the materials.

PICTURE REQUIREMENTS. Each Picture must have an all-in budget of not less than

$75M, qualify for a PG-13 rating and have an initial domestic theatrical release of no less

than 2000 screens.

CREDITS. Theatrical Motion Pictures.

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Production Credit. Shared ��production�� credit (unless the director or his designee has

gotten sole production credit on a previous picture, in which event Marvel gets an ��In

Association With�� credit) in not less than second position. Customary excluded and

and video item tie-ins. Credit to be accorded in conjunction with artwork title if any

other ��production�� credit is accorded in conjunction with the artwork title.

Animated Logo. An animated logo (which must be the same logo Marvel uses on its

own tentpole pictures) on screen before the main titles, and on trailers if the animated

logo of any party (other than SPE entities or other financiers or distributors) appears.

Bug Logo. A bug logo (which must be the same logo Marvel uses on its own tentpole

pictures) in print ��Paid Ads�� and theatrical posters in the lower left corner unless

another bug (other than SPE or its affiliates) appears in that position. Customary

Excluded Ad tie-in.

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