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



Jim Underwood Note to Self: When creating the final redline for Marvel:

• As of 5/26/11; this is the latest on creative elements

• It’s a redline against my “sony response” v. 5. So if you want to get all the changes in one place, need to layer the below changes on top of the ones included in that redline

• There were no creative changes in the “interim” response

Note: Also need: (1) Introductory paragraph (2) Pictures of the costumes (3) List of the rejected characters broken into two buckets of relative importanceSPE is presently engaged in discussions with Marvel to attempt to clarify SPE's creative obligations/limitations and Marvel's approval rights with respect to Spider-Man films produced by SPE. Some points have been agreed upon, but many details are still under discussion.

We are supplying you with our internal proposal as to these matters. This proposal has not yet been communicated to Marvel. Before we send it to them, we would appreciate it if you could review the proposal and confirm that we are not taking any position (or giving away anything) that you feel could be problematic as we continue to exploit this franchise over many future pictures.

Whether Marvel will agree to this proposal is unknown, but we want to make sure that our starting position is something that we are completely comfortable with.

Our proposal has the following components:

1) Spider-Man's Character Traits and Origin Story

2) Spider-Man's Approved Powers

3) Spider-Man's Approved Costumes

4) Approved Characters (i.e., Marvel characters which are available for use by SPE in its pictures). Marvel characters that are associated with Spider-Man in Marvel comic books fall into the following buckets:

a. Characters that Marvel has already agreed to grant to SPE as Approved Characters

b. Characters that SPE contends should be Approved Characters, but Marvel has disputed

c. Characters that SPE is (provisionally) prepared to give up (e.g., because the character is only tangentially associated with Spider-Man and is more strongly associated with other principal Marvel characters such as X-Men or the Avengers).

We would appreciate your thoughts on this proposal. Most important, please let us know if you believe that any element of our proposal could be problematic for future films. For example, please warn us if we are missing any powers that should be Listed Powers or if there are any characters in "prepared to give up" category that are important and/or that we should fight for.

Again, we greatly appreciate your help in reviewing our proposal to make sure that it is as strong and comprehensive as possible and that we are not giving away anything that we might regret.

Thanks,

Roger Toll

Spider-Man Character Traits and Origin Story:

The portrayal of the Spider-Man character must comply with the following (if and to the extent that SPE chooses to portray such matters in a picture):

• 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 is raised in a middle class household in Queens, New York, attends or attended high School in Queens, NY and attends or attended college in New York City, New York.

• 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 /symboitesymbiote 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 /symboitesymbiote suit]

• ** *He does not engage in sexual relations before the age of 16 or with anyone below the age of 16.

Note: If SPE depicts a Spider-Man character other than Peter Parker (e.g., Scarlet Spider or Spider-Man 2099), only those traits marked with asterisks *** will apply.

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 CoreApproved Powers and Abilities:

When he has his full powers, they consist of the following ("Approved Powers"): (a) all of the powers listed below ("Listed 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 ("New Powers"), and (c) all other powers that are reasonable or logical extensions of the powers authorized under (a) or (b) above. 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 ("Logical Extensions"). Except for the Approved Powers (including Listed Powers, New Powers and Logical Extensions), Spider-Man’s physical makeup is that of a normal human being and he does not have any other superhuman powers and abilities; therefore SPE cannot 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).

I. CoreListed 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 Strength. Spider-Man has the proportionate strength of a spider. This means he can lift or press 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 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 -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 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 weapons

• Super-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.

• Super-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 -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 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.

• SupderSuper-Human -Balance. Spider-Man has superhuman balance and coordination and can maintain his equilibrium better than that of an Olympic level gymnast.

• Super-Human- Fighting Skills. Spider-Man combines all of his Core Power’s and Abilities to create a unique superhuman improvisational acrobatic 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' weaknesses

• Improved Vision. When Peter Parker is transformed into Spider-Man, he no longer needs glasses and has 20/20 vision.

• Intelligence. 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 on CoreApproved Powers and Abilities:

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 CoreApproved Powers and Abilities - There is no obligation for SPE to depict all of Spider-Man’s CoreApproved Powers and Abilities in any particular Picture. SPE shall have the right to depict as many, or as few, of Spider-Man’s CoreApproved Powers and Abilities in any particular Picture as itSPE determines (in its sole discretion).

Logical Extensions andDepiction of Listed Powers and/or New Powers Based on Examples in Marvel-approved Works

SPE would have the right to depict a power listed above in aeach Listed Power and/or each New Power in any 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.(i.e., "is in the same general ballpark" as) any depiction of the applicable power(s) 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). In other words, any manner in which a Listed Power or a New Power is depicted in any work authorized by Marvel at any time would be fair game; and SPE would not be in breach as long as its portrayal of the applicable power does not fundamentally deviate from the portrayal of that power in the Marvel authorized work. For example, if a Marvel-authorized work portrays Spider-Man as being able to (i) use his Spider Sense to sense vibrations or "see" when blinded, or (ii) lift 25 tons (rather than the 10 tons listed above), then SPE may depict these items in its films.

Depiction of Logical Extensions

SPE would have the right to depict aSpider-Man as having any power that is thea logical extension of the powers listed aboveone or more Listed Powers or New Powers. 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 CoreApproved Powers and Abilities at Full Strength - SPE shall have the right to depict any of Spider-Man’s CoreApproved Powers and Abilities in any particular Picture at up to full strength and/or 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 CoreApproved Powers and Abilities is the ability to lift 10 tons or more, his failure to be able to lift 82 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 CoreApproved Powers and Abilities.

Spider-Man’s CoreApproved Powers and Abilities Apply to Peter Parker as Well - Peter Parker shares Spider-Man’s CoreApproved 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.

Spider-Man Costume Elements:

Spider-Man's Approved Costumes:

• When Spider-Man is in his full costume, it must be one of the following "Approved Costumes":

(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"Named Costumes" (below), 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 costumesany Approved Costume that are not fundamentally different from any Spider-Mandepiction of that Approved Costume (e.g., any red and blue 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.. In other words, SPE is not in breach as long as its depiction of the costumeApproved Costume is not fundamentally different from (i.e., "in the same general ballpark" as) any depiction of that 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" (pictures are attached):

• Spider-Man 2099

• Spider-Man 2020

• Commando Spider-Man 2099

• Spider-Man MegaMorph

• The Spider from Exiles

• Millenial Visions (Marvel Universe Appendix)

• Earth X Spider-Man

• Spider-Man Noir

• Wrestling Costume in Amazing Fantasy #15

• Spider-Armor

• Insulated costume / Electro Suit

• The Future Foundation

OTHER APPROVED CHARACTERS. "Approved Characters" means all characters appearing on the lists entitled "Granted Characters" and "Disputed Characters." The following applies with respect to the depiction of Approved Characters:

1. SPE has no creative obligations or limitations, and Marvel has no approval rights, of any kind with respect to character traits, origin story, powers, costume or any other matters with respect to any Approved Character other than Spider-Man (and his alter-ego(s) such as Peter Parker).

2. SPE has exclusive motion picture (and live action television) rights with respect to all Approved Characters. Approved Characters cannot appear in any other motion picture produced or authorized by Marvel.

3. If Marvel does not have all rights in an Approved Character (e.g., Spider-Boy, which is a mash-up of Spider-Man and Superboy, which is controlled by DC Comics), then Marvel will grant to SPE whatever rights Marvel has and SPE will have the right to use the character if it gets the necessary rights from the third party (and indemnifies Marvel).

4. For the avoidance of doubt, there is no limitation on SPE's right to include in Spider-Man motion picture new characters created by SPE, including characters with super-human powers and abilities.

Document comparison done by Workshare DeltaView on Thursday, May 26, 2011 3:00:33 PM

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