ex1015.htm


    
      
        Exhibit
          10.15

      

       

      DIMENSION
        FILMS

      375
        Greenwich Street

      New
        York,
        New York 10013

       

      As
        of
        November 2, 2004 (Revised November 3, 2004)

       

      Platinum
        Studios, LLC

      9744
        Wilshire Boulevard, Suite 400 

      Beverly
        Hills, California 90212 

      Attention:
        Scott Mitchell Rosenberg

       

      Re:           "The
        Darkness" / Title and Option

       

      Dear
        Scott:

       

      This
        letter confirms the agreement reached between Dimension Films, a division
        of
        Miramax Film Corp. ("Dimension")
        and Platinum Studios, LLC ('Platinum") with regard to the comic book series
        entitled "the Darkness" (the "Property") published by Top Cow
        Productions, Inc. ("Top Cow"). The parties have agreed as follows:

       

      1.             Condition
        Precedent: Dimension shall have no obligations hereunder unless and until
        Dimension is able to "clear" the title "The Darkness" (the "Title") for use
        as
        the title of a motion picture pursuant to the title registration
        and clearance procedures
        of the Motion Picture Association of America ("MPAA") and this Agreement
        is fully-executed by the parties.

       

      2.             Title
        I Motion Picture Usage By
        Dimension: Subject to
        the satisfaction of the conditions precedent (as provided
        in Paragraph 1,
        above) ("Conditions Precedent"), Dimension shall pay to Platinum One
Hundred Twenty-Five
        Thousand Dollars ($125,000) as full and complete consideration for an
exclusive, irrevocable
        and
        perpetual license to utilize the Title in connection with the development,
        production, and distribution of Dimension's current film directed by Jaume
        Balaguero and starring Anna Paquin (the "Original Picture") and any number
        of
        derivative motion pictures, in any and all languages and/or media (e.g.,
        theatrical and
        non-theatrical films, television series, movies-of-the-week, etc.), and in
        connection with the marketing and publicity thereof, throughout the
        universe. However, the granted license shall not allow Dimension to utilize
        the
        Title in connection with the exploitation of any rights that are ancillary
        to the development,
        production and distribution of motion pictures (e.g., merchandising,
soundtrack, publishing,
        game and live stage productions, in any and all media now known or hereafter
        devised) without Dimension
        and Platinum reaching a separate agreement, if ever, with respect to any
        such
use by Dimension in each instance. For the avoidance of doubt, Platinum
        has retained the right to utilize the Title, in its sole discretion, for
        everything other than motion pictures. Notwithstanding the foregoing, Platinum shall have the right
        to
        utilize the Title in connection with one or more motion pictures that
commence production
        at
        least thirty-three (33) months ("Holdback Period") following the initial
        release
of the Original Picture,
        unless Dimension releases a subsequent derivative production using the Title
        ("Subsequent Production") during the Holdback Period. If Dimension
        does
        timely release a Subsequent Production (i.e., before the expiration of the
        Holdback Period), then Platinum will remain unable to use the title for another Holdback
        Period
        (i.e., thirty-three (33) months from the initial release of the Subsequent Production)
        in the event
        that the Subsequent Production is theatrically released or for a reduced holdback period
        of twenty-five
        months if the Subsequent Production is a direct-to-video release. Furthermore, upon
        the commencement of
        the related Holdback Period (or reduced holdback period), Platinum will be paid
        an additional
        license fee in connection with such Subsequent Production in the amount of either (a)
        One Hundred
        Thousand Dollars ($100,000) if such Subsequent Production is a theatrical
        release or (b) Fifty Thousand Dollars ($50,000) if such Subsequent Production
        is
        a direct-to-

      video
        release. The foregoing procedure (and additional license payments) will apply
        on
        a rolling basis to each
        Subsequent Production, if any, that Dimension releases prior to the expiration
        of the then applicable holdback periods (i.e., either thirty-three or
        twenty-five months, as applicable).

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      3.            Option
        of Property _byDimension:
Subject to the
        satisfaction of the Conditions Precedent and the

       

      payment
        to Platinum of the option fee
        (in accordance with the time frame provided in that certain [expired]
        First Look Agreement (the "First Look Agreement"] dated as of December 15,
        1998
        between Dimension and Platinum), Dimension shall have an exclusive, irrevocable
        twenty-four (24) month option, commencing as of the date the Conditions
        Precedent are satisfied, for Dimension to purchase those rights in and
        to the Property that Dimension has
        been entitled to purchase in connection with other previously optioned
        Platinum properties, which rights (the "Rights") are more fully described
        and
        set forth in

       

      Paragraph
        1 .A. of the First Look
        Agreement. In addition to the Rights, the balance of the terms and provisions applicable
        to Dimension's
        option and possible purchase of the Rights shall be as provided and set
        forth in Paragraphs 4 through 14 of the First Look Agreement, except as
        follows:

       

      a.               Option
        Fee: Non-precedentially, the option fee for the Property shall be One
        Hundred Fifty Thousand Dollars ($150,000) in lieu of the higher option fees
        set
        forth in Paragraph 4.A. of the First Look Agreement.

       

      b.              Inactivity
        / Deemed Abandonment:
During the option
        period, in the event that Dimension is not actively
        developing
        (e.g., working with or engaging a writer, interviewing potential directors,
        etc.) the Property during any consecutive five (5) month period, then Platinum
        may give written notice to Dimension of Dimension's deemed abandonment and
        if
        Dimension does not resume active development
        of the Property
        within thirty (30) days following receipt of such notice, then the rights
        under option shall
        revert
        to Platinum, subject to Dimension's lien against the Property for the direct
        costs (other than the
        option fee) actually paid by Dimension during its development of the Property,
        plus interest calculated thereon at the prime rate plus 1%. Subject to
        the foregoing, Dimension, in its sole discretion shall determine when and
        if a
        writer will be engaged.

       

      c.  Scott
        Mitchell-Rosenberg/Development Fee: Scott Mitchell Rosenberg (or his designee)
        shall receive a development
        fee
        of Twenty Five Thousand Dollars ($25,000), payable concurrently with the
        option fee. The development fee payable hereunder will be in lieu of any
        development fee that otherwise might have been payable pursuant to Paragraph
        6.B.(ii) of the First Look Agreement.

       

      d.             Marc
        Silvestri / Executive Producer: In the event that Dimension exercises the
        option and produces
        a motion picture based on the
        Property, then in connection with each such motion picture produced by
        Dimension based on the Property, Marc Silvestri shall be (i) accorded credit
        as
        an additional executive producer, on-screen and in the billing block portion
        of
        paid advertising, and (ii) paid an

       

      executive
        producer fee of Three Hundred Thousand Dollars ($300,000) on a customary
        20/60/10/10 payment schedule. Platinum shall advise Dimension (in writing)
        of
        the specific requirements for

       

      according
        such credit and paying such fee as provided in Platinum's previously executed
        agreement with Top Cow in connection with the Property (the "Top Cow
        Agreement").

       

      e.  Matt
        Hawkins / Co-Producer: In the event that Dimension exercises the option
        and produces a motion picture based on the Property, then Matt Hawkins shall
        be
        accorded credit as a co- producer, on-screen and in
        the billing
        block portion of paid advertising. Platinum shall advise Dimension (in
        writing) of the specific requirements for according such credit as provided
        in
        the Top Cow Agreement.

       

      f.  Other
        Platinum Obligations to To Cow: Platinum will advise Dimension, in writing,
        of
        any other obligations to Top Cow in connection with motion pictures based
        on the
        Property.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.             RepresentationslWarranties!Indemnities:
        Platinum hereby represents, warrants and undertakes: (i) that it has
        all
        rights necessary to enter into and perform this Agreement (i.e., Top Cow
        has
        assigned all necessary rights to
        Platinum pursuant to the Top Cow Agreement, which contains an express provision
        allowing Platinum to sub-license or assign its rights under the Top
        Cow
        Agreement, without restriction); (ii) that none of the rights herein licensed
        to
        Dimension have heretofore been sold, assigned, licensed or otherwise transferred (other
        than to
        Platinum) to any other person, firm or corporation by any instrument or
        agreement now valid or outstanding, nor have said rights been in any way
        encumbered, limited or diminished
        by any act or omission, and that said rights are free and clear of any and
        all
        liens or claims whatsoever; and (iii) that there are no contracts,
        agreements, assignments or instruments to which Platinum is a party which
        may affect
        the subject matter of this Agreement and the license and transfer to
Dimension of the rights
        hereunder. Platinum will indemnify, defend and hold Dimension harmless from
        and against any and all claims and damages, including without limitation
        reasonable legal fees and expenses, of whatsoever kind
        and nature
        in connection with the Title, the Property and!or any of the rights
licensed hereunder, arising out of any breach of any of
        Platinum's representations and warranties under this Agreement and!or in
        connection with any claims arising out of Platinum's exploitation of any
        of its
        reserved rights. Dimension represents and warrants that it has all rights
        necessary to enter into and perform this Agreement. Dimension
        will
        indemnify, defend and hold Platinum harmless from and against any and all claims
        and damages,
        including without limitation reasonable outside legal fees and expenses,
        of whatsoever kind
        and
        nature in connection with Dimension's exploitation of the rights granted
        to it
hereunder, or arising out of any breach of any of Dimension's
        representations and warranties under this Agreement.

       

      5.             Entire
        Agreement: With respect to
        the subject matter
        hereof, this Agreement is the entire agreement between
        the parties and may
        only be amended by a written document signed by all the parties
hereto.

       

      Please
        indicate your acceptance of and agreement with the foregoing by signing this
        Agreement in the space(s) provided hereinbelow.

       

      Sincerely,

       

      DIMENSION
        FILMS, a division of
Miramax Film Corp.

       

      
        	 	 	 	 	 
	
                By: 
/s/
                  Michael E. Marshall

              	 	 	
                 

              	 
	
                
                  Its:
                    Senior
                    Vice President

                

              	 	 	
                 

              	 
	
                
                  Business
                    Legal Affairs

                

              	 	 	
                 

              	 


      

       

      ACCEPTED
        AND AGREED: PLATINUM STUDIOS, LLC

       

      
         

        
          	 	 	 	 	 
	
                  By: 
/s/
                    Scott Mitchell Rosenberg

                	 	 	
                   

                	 
	
                  
                    Its:  Chairman

                  

                	 	 	
                   

                	 
	
                  
                     

                  

                	 	 	
                   

                	 


        

      

       

      
        
          	 	 	 	 	 
	
                  By: 
/s/
                    SCOTT MITCHELL ROSENBERG

                	 	 	
                   

                	 
	
                  
                     

                  

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      Top
        Cow
        acknowledges and consents to the foregoing agreement entered into between
        Dimension and Platinum with
        respect to the Title and the Property, accepts all of the terms and conditions
        contained therein (including, without limitation, the license of the
        Title and option and possible purchase of the Rights), and agrees to look
        solely
        to Platinum for any remuneration payable to Top Cow in connection
        therewith.

       

      ACKNOWLEDGED,
        ACCEPTED AND AGREED:

       

      TOP
        COW
        PRODUCTIONS, INC.

      
         

        
          	 	 	 	 	 
	
                  By: 
/s/
                    Matt Hawkins

                	 	 	
                   

                	 
	
                  
                    Its:
                      President / COO

                  

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

       

      Authorized
        signatory of Top Cow

      
         

        
          	 	 	 	 	 
	
                  By: 
/s/
                    Marc Silvestri

                	 	 	
                   

                	 
	
                  
                    Matt
                      Hawkins

                  

                	 	 	
                   

                	 
	
                  
                     

                  

                	 	 	
                   

                	 


        

      

       

      The
        Darkness / Platinum and Top Cow

      Re-
        Title
&
Option                                                                                                                 

      v.2

       

       

      
        
          
          

        

        
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