Exhibit 10.4: Hasbro 2009 License Agreement






Exhibit 10.4




“*************” DENOTES MATERIAL THAT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



LICENSE AGREEMENT                     D09001




This license agreement (this “Agreement”), which is effective upon signature by all parties
hereto, is by and between Marvel Characters B.V., with an office at 1600 Rosecrans Avenue,
Manhattan Beach, CA 90266 (“Marvel”) and, solely with respect to characters based on movies and
television shows featuring Spider-Man and produced by Sony Pictures Entertainment Inc. (“Spider-Man
Movie Characters”), Spider-Man Merchandising L.P. with an office at 417 Fifth Avenue, Mezzanine,
New York, NY 10016 (the “LP” and, together with Marvel, “Licensor”), on the one hand, and the party
identified below (“Licensee”) on the other.



Reference is made to License Agreement D05184 (as amended to date, “License Agreement D05184”), the
Service Agreement executed on or about January 1, 2006 between Licensee and Marvel Entertainment,
Inc. (as amended to date, the “2006 Service Agreement”), the Fourth Amendment to License Agreement
of even date herewith (the “Fourth Amendment to License Agreement D05184”), the Third Amendment by
Licensee and Marvel Entertainment, Inc. to the 2006 Service Agreement of even date herewith (the
“Third Amendment to 2006 Service Agreement”), and the Service Agreement between Licensee and Marvel
of even date herewith (the “New Service Agreement”).


 


 









 




1. BASIC INFORMATION AND TERMS




	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	(a) Licensee:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Hasbro, Inc.

	 	Attention: Brian Goldner	 	 	 	 
	1027 Newport Avenue

	 	Tel: 401-727-5202	 	 	 	 
	Pawtucket, Rhode Island

	 	Fax:	 	 	 	 
	02862

	 	Email: bgoldner@hasbro.com	 	 	 	 
	 

	 	With a copy to: Barry Nagler, Esq.	 	 	 	 
	 

	 	Tel: 401-727-5008	 	 	 	 
	 

	 	Fax: 401-727-5121	 	 	 	 
	 

	 	Email: bnagler@hasbro.com	 	 	 	 
	 
	 	 	 	 	 	 
	(b) Characters:

	 	All Marvel Classic Characters. “Classic” Characters refers to the
embodiment of the Marvel characters as originally conceived in the comic books and widely known to the popular
imagination through successive classic (i.e., faithful in appearance and characterization to the original comic
books) interpretations in comic books, films, TV animation, video games and other media. The Classic designation
includes all of Marvel’s current classic (non-media) style guides (and future versions thereof) including, for example, Classic Spider-Man, Classic X-Men and Classic
Hulk as well as Marvel Retro, Marvel Heroes and Marvel Extreme style guides, but specifically as well as all
Marvel/LP Entertainment Properties (i.e., media style guides based on films, live-action TV and/or animation).

	 	 	2	 
	 
	 	 	 	 	 	 
	 

	 	All Marvel Movie Characters, to the
extent the applicable merchandising rights are owned and/or controlled by Marvel and/or the LP, subject to any applicable third-party restrictions (for example, restrictions on likeness rights due to cast talent agreements vis-à-vis specific Marvel live-action movies). All rights to use Marvel Movie Characters as they appear in motion pictures, television productions or
productions in other media are subject to agreements between Marvel or the LP and third
 parties (including, but not limited to,
 talent and studios) relating to such productions; however, Marvel and the LP shall use
 commercially reasonable efforts to obtain from such third parties all rights necessary
 for Licensee to fully exploit the rights granted hereunder at no further expense to
Licensee. If Licensee wishes to use any Marvel Movie Characters other than those characters
 in Marvel’s style guide and other than in the form contained in the style guide,
 then Licensee shall do so only with Marvel’s prior written approval, and Licensee shall be
responsible for any required third-party clearances.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	All Marvel Animated and Live-Action
 Television Characters, to the extent the applicable merchandising rights are owned and/or
 controlled by Marvel and/or the LP, and subject to any applicable third-party restrictions
 (as above). All rights to use Marvel Animated and Live Action Television Characters as they
 appear in animation or television productions are subject to agreements between Marvel or
the LP and third parties (including, but not limited to, talent and studios) relating to
 such productions; however, Marvel and the LP shall use commercially reasonable
 efforts to obtain from such third parties all rights necessary for Licensee to fully exploit
 the rights granted hereunder at no further expense to Licensee. If Licensee wishes to use
 any Marvel Animated and Live Action Television Characters other than those characters in
 Marvel’s style guide and other than in the form contained in the style guide, then
 Licensee shall do so only with Marvel’s prior written approval, and Licensee shall be responsible for any required third-party clearances.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #1: Marvel Movie Characters and Marvel Animated and Live Action Television Characters are collectively “Marvel/LP Entertainment Properties”.
	 	 	 	 






 


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	 	 	 	 	Section
	 

	 	Note #2: Properties which are not incorporated into and are primarily kept separate and apart from the Marvel Universe are excluded from this Agreement. The “Marvel Universe” shall mean:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(i)   all characters whose visual image and description are contained in the Official Handbook of the Marvel Universe as it may be expanded from time to time,
in any successor reference work, or in any other reference material identified by Marvel;


	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(ii)  all characters whose visual image and description are
intended by Marvel to be included in future editions of the handbook or successor work
described in clause (i) of this sentence;

 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(iii) all characters whose first
appearance was in a media production based primarily on any of the
characters described in clause (i) of this sentence; and


	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(iv) characters developed by Marvel which,
in one or more of their manifestations, interact with the
Marvel Universe (other than in a wholly insignificant manner,
such as an isolated cameo appearance), whether or not such characters are
included in the Official Handbook .


	 	 	 	 
	 
	 	 	 	 	 	 
	(c)
Licensed
Categories:

	 	1.   Action
Figures: All toy “action figures” in all sizes in all plastic (e.g.
 pvc/abs) or other similar synthetic materials or combination of materials (but excluding
plush and porcelain), with or without batteries or other electronics, including figures
 capable of being assembled, as this category is generally understood within the boy’s
 action segment of the toy industry on the
date hereof together with all related accessories (weapons, vehicles, playsets, etc.)
 conceived, designed, marketed and sold for interaction with such action figures (for
 example, Spider-Man action figures with Spider-Man motor-cycle designed and built to scale).


	 	 	3	(a)
	 
	 	 	 	 	 	 
	 

	 	Note #1: For the avoidance of doubt, collectible statues,
busts, dioramas, sculpts, plastic models and model kits, Kubricks, Mini-Mates
and Bobbleheads, and Tomy Capsule Collectibles are not included in the Licensed Categories.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #2: For the avoidance of doubt,
the following items are not “Action Figures” for the
purposes hereof, and Licensee accepts and understands that Licensor
has on-going licenses in each of these business segments, which shall continue throughout the Term:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	2.   Flying Action Figures: defined as any figure (articulated or non-articulated) that can be, by
hand or by air pump, projected, launched, fired, or propelled through the air or whose primary play pattern is to take place in mid-air. The Flying Action Figures shall not be motorized nor electronically powered nor shall they be tethered, remote, radio and/or infra-red controlled. Notwithstanding the foregoing, Licensee may use limited radio control or infra red technology to allow for the in-air separation of the Action Figure and its attachments (planes).

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	3.   Articulated Figural Backpack Clips/Backpack Danglers: Notwithstanding the foregoing, non-articulated figural backpack clips permanently attached to a backpack (not sold separately) and sold to the “back to school” buyer are specifically excluded from this Licensed Category.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	4.   Licensee’s Proprietary “Attacktix” Branded Figure Tactics Game: defined as the existing Hasbro figure-based strategy and tactics tabletop game of this name, as well as substantially similar variations and extensions thereof.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	5.   Non-Costume/Non-Dress Up Action and Role-Play Weapons and Accessories: pretend-play wearable accessories, which embody and/or emulate key powers and/or re-produce key accessories of Marvel Super Heroes. This Licensed Category does not include prop replicas.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #3: By way of example, this Licensed Category would include Spider-Man Web Blasters, other blasters and weapons, and role play laser tag, Hulk Hands, helmets, masks, and Wolverine Claws. Other examples could include, for instance, a Thor hammer or Captain America shield (re-produce key accessories).
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #4: All Non-Costume/Non-Dress Up Action and Role-Play Articles must be composed of not less than fifty percent (50%) plastic.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #5: For the avoidance of doubt, this Licensed Category does not cover all weapons (e.g. non-role plays laser tag), non-action Role Play, Video Game Accessories, Peripherals, and Controllers; provided that Licensor shall consider in good faith Licensee’s request to produce role play products which have a
secondary feature which would allow a video game accessory or controller to be incorporated into such product.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	6.   Feature Plush (Figural or Non-Figural): in all styles/types, sizes and materials. Feature Plush is defined as Plush with animatronics, electronic or mechanical interactive features or attributes (i.e. lights, sounds and/or movement). Notwithstanding the foregoing, basic plush with
simple features that do not incorporate any form of electronics, battery power or motion of any kind are specifically excluded from this Licensed Category #6 and are included in Licensed Category #7 below.

	 	 	 	 






 


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	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	7.   Basic Plush (Figural or Non-Figural) (NON-EXCLUSIVE): in all styles/types, sizes, materials, and may include simple features that do not incorporate any form of electronics, battery power or motion of any kind.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	8.   Figural Wall-Crawling Radio or Infrared Control: in all styles/types, sizes and materials.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	9.   Co-Branded Transformers Brand Action Figures: defined as a co-branded program limited to Licensed Article #1 (Action Figures) combining the Characters and the images, copyrights, and marks of Hasbro’s Transformers brand.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	10. ***********************************and accessories. Licensee shall not utilize the Marvel brand to ****************************************************

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	11. Licensee’s Proprietary Foam Based “Nerf” Branded Sporting Goods and Blasters that shoot foam darts and balls: all styles/types. The category of foam based sporting goods shall be non-exclusive and the category of blasters that shoot foam darts and balls shall be exclusive.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	12.  Water Guns, Water Blasters and Water Cannons.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	13.  Board Games: children’s, family and all-age board games in Licensee’s proprietary brands (for example, “Monopoly”, “Life”, “Risk”, “Candy Land”, “Operation”, “Trivial Pursuit”, “Clue”, “Scrabble”, “Heroscape”), in themed editions, as well as non-proprietary-branded children’s, family and
 all-age board games. Notwithstanding the exclusive nature of this Licensed Category, Licensee agrees to consider in good faith on a case-by-case basis Licensor’s requests to license out non-competitive age and/or gender specific executions.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	14.  Electronic Hand Held Electronic Games: self-contained dedicated electronic handheld devices with their corresponding software hard-coded into such device (which shall be similar to Tiger Electronic dedicated electronic handheld devices). Such device shall not accept cartridges or any additional
software and/or shall not connect to a computer, television, pc or any other interactive device nor include any educational, teaching, or learning elements. Notwithstanding the exclusive nature of this Licensed Category, Licensee agrees to consider in good faith on a case-by-case basis Licensor’s requests to license out non-competitive age and/or gender specific executions.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	15.  Puzzles: two-dimensional (2D) cardboard and foam puzzles in all shapes, piece counts and sizes and cardboard and foam three-dimensional (3D) puzzles (i.e. Wrebbit, Puzz3D). Notwithstanding the exclusive nature of this Licensed Category, Licensee agrees to consider in good faith on a case-by-case basis Licensor’s requests to license out to third parties non-competitive age and/or gender
 specific executions.

	 	 	 	 






 


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	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	16. Licensee’s
Proprietary “Puzzle Shots”: defined as the application of a digital photograph on to a digital puzzle and/or poster. The picture puzzle and/or poster shall be distributed through on-site portrait studio (kiosk) where a consumer’s digital photograph is taken and super-imposed on a Character background to create a personalized foam fit puzzle. Licensor agrees to
 consider in good faith Licensee’s request to exploit Puzzle Shots through on-line executions.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	17. Licensee’s Proprietary “Playskool” Branded Pre-School Toys: This category shall include Licensee’s range of products of the general type developed by Licensee under License Agreement D06053. Actual styles/types of products shall be developed in consultation with Licensor with
Licensor retaining final approval over the styles and types of products to be developed, such approval not to be unreasonably withheld. The category of pre-school toys shall be non-exclusive.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	18. All Compounds: including, but not limited to Play-Doh.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	19. Electronic IPOD/MP3 Speakers: limited to a dog or figure which interacts with an Ipod or MP3 player and displays motion, sound and light in reaction and relation to music in the manner consistent with Licensee’s I-DOG line of products. Additional styles/types (e.g. fish, and cats) to be
approved on a case-by-case basis in Licensor’s sole written discretion, which approval shall not be unreasonably withheld.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	20. Musical Toothbrushes: defined as a toothbrush that plays music.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	21. Wall Decals: permanent and removable wall decals. Specifically to exclude wall paper and wall paper borders. Notwithstanding the exclusive nature of this Licensed Category, Licensor shall have the right to sell Wall Decals limited to the home décor buyer of retail customers and further the
Wall Decals sold by Licensor may not be sold in the toy or poster section of any retailer, and Licensee agrees to consider in good faith on a case-by-case basis Licensor’s requests to license out non-competitive executions.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	22. Licensee’s Proprietary “Lite Brite” Branded Activity Products: limited to the following styles types:

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	a.   “Lite Brite” Activity Set: defined as an activity set whereby the consumer uses child friendly pegs which are pushed through perforated paper/panel and paper to create designs.



	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	b.   Spinning Paint Activity Sets: defined as a spinning mechanism with paint and sheets of paper or other material to create designs on the sheets of paper. The Spinning Paint Activity Sets may also include lights and sounds.



	 	 	 	 






 


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	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	23. Licensee’s Proprietary “Titanium” Branded Die-Cast Figures and Vehicles): the existing Hasbro die-cast toy line of this name, as well as substantially similar variations and extensions thereof which maintain the existing distinctive chrome/metallic finish (painted or non-painted). The category of die-cast shall be non-exclusive.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #6: QSR premiums — Licensee acknowledges and understands that Licensor generally does not control promotional rights to Marvel/LP Entertainment Properties and therefore to third-party promotional/tie-in activities and the associated premiums which may accompany or be a part of such promotional activities. With respect to quick-service-restaurant (“QSR”)
promotions, Licensor shall use commercially reasonable and good-faith efforts to consult with Licensee on the premiums considered for use in Marvel/LP Entertainment Properties QSR promotions and attempt to influence the choice of such premiums to non-action-figure-type executions.
	 	 	 	 






 


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	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	(i)   Territory: Worldwide, excluding Japan

 
	 	 	3(b)	 
	 
	 	 	 	 	 	 
	(d) Territory/ Channels of
Distribution:

	 	Note #1: Notwithstanding the foregoing, Licensed Article #9 (Co-Branded Transformers Brand Action Figures) may be sold in Japan and Licensee may distribute any Licensed Article in Japan through an authorized licensee or distributor approved by or designated by Licensor.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(ii)   Channels of Distribution: All Channels of Distribution.


	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	1.   Internet: may only be sold or shipped within the territory specified in Section 1(d) (i)



	 	 	 	 
	 
	 

	 	2.   Home Shopping: Subject to Section 13(a)



	 	 	 	 
	 
	 

	 	3.   Direct Sales method, including Internet direct sales: may only be sold or shipped within the Territory specified in Section 1(d)(i)



	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #2: Licensed Articles in Licensed Category #6 (Feature Plush) and #7 (Basic Plush) are excluded from the following Channels of Distribution:
	 	 	 	 
	 
	 

	 	•   Amusement.




	 	 	 	 
	 
	 

	 	•   Redemption.



	 	 	 	 
	 
	 

	 	•   Crane.



	 	 	 	 
	 
	 

	 	•    Charity/Fundraising, unless approved by Licensor, which approval shall not be unreasonably withheld.



	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	Note #3: Notwithstanding anything to the contrary, and despite the restrictions in Section 1(f) and 3(a), Licensor may itself utilize or grant to any other party the right to sell, distribute or otherwise exploit the Property in connection with Licensed Category #6 (Feature Plush) in the following Channels of Distribution:
	 	 	 	 
	 
	 

	 	•    Gift (e.g., Spencer Gift, Hallmark Gold Crown Stores and Hot Topic etc.)




	 	 	 	 
	 
	 

	 	•    Specialty (e.g., FAO Schwartz and Build a Bear, etc.);




	 	 	 	 
	 
	 

	 	•    Upstairs Department Stores (e.g., Macys, Nordstrom’s and Bloomingdales, etc.).




	 	 	 	 






 


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	 	 	 	 	Numbered
	 	 	 	 	Section
	(e) Term:

	 	 	 	 	3	(c)
	 
	 	 	 	 	 	 
	Commencement Date:

	 	a)   If the fourth Spider-Man film is released by December 31, 2011,
then the Commencement Date for this Agreement shall be January 1, 2012 for all Characters other than the fourth
Spider-Man film (if released in 2011) and any other Qualifying Theatrical Releases or Domestic Qualifying Broadcasts
which are released during 2011 (each, a “2011 Release” and collectively, the “2011 Releases”). Each 2011 Release shall
remain apart and separate from this Agreement until the day which is twelve (12) months after the United States release
date of such 2011 Release (for each 2011 Release, the “2011 Release Term”). For the avoidance of doubt, until expiration
of the 2011 Release Term (on a film by film or animated television show by animated television show basis), all terms of
Licensee Agreement D05184 shall apply to each 2011
Release
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *, and shall not cross-collateralize or credit any such
royalties against the Minimum Royalty Guarantee for this Agreement D09001.
Upon expiration of the 2011 Release Term for each 2011 Release, the terms of this Agreement D09001
* * * * * * * * * * * * * * * * * * * * * * * * *
shall apply to all subsequent sales of tie-in Licensed Articles for each 2011 Release.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	b)   If the fourth Spider-Man film is not released by December 31,
2011, then the Commencement Date for this Agreement shall be January 1, 2013 for all Characters other than the
fourth Spider-Man film (if released in 2012) and any other Qualifying Theatrical Releases or Domestic Qualifying
Broadcasts which are released during 2012 (each, a “2012 Release” and collectively, the “2012 Releases”). Each 2012
Release shall remain apart and separate from this Agreement until the day which is twelve (12) months after the United
States release date of such 2012 Release (for each 2012 Release, the “2012 Release Term”). For the avoidance of doubt,
until expiration of the 2012 Release Term (on a film by film or animated television show by
animated television show basis), all the terms of Licensee Agreement
D05184 shall apply to each 2012 Release
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *,
and shall not cross-collateralize or credit any royalties against
the Minimum Royalty Guarantee for this Agreement D09001. Upon
expiration of the 2012 Release Term for each 2012 Release,
the terms of this Agreement D09001 * * * * * * * * * * * * * * * * * * * * * * * *
shall apply to all subsequent sales of tie-in Licensed Articles for each 2012 Release.

	 	 	 	 
	 
	 	 	 	 	 	 
	 

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	Expiration Date:

	 	December 31, 2017 (subject to extension as set forth in Section 3(c) hereof). Notwithstanding anything to the contrary contained in this Agreement, no manufacture, sale or distribution of articles utilizing the Property in Licensee’s exclusive Licensed Categories by parties other than Licensee prior
to the Expiration Date (as it may be extended) shall violate this Agreement as long as such activity is with respect to retail sales occurring after the Expiration
 Date (as it may be extended) and, more particularly, is conducted according to the following schedule:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(i)   sales (wholesale) to be made no earlier than six (6) months before the Expiration Date (as it may be extended);


	 	 	 	 
	 
	 

	 	(ii)  manufacturing to be performed no earlier than six (6) months before the Expiration Date (as it may be extended); and


	 	 	 	 
	 
	 

	 	(iii) shipment to begin no earlier than two (2) months before the Expiration Date (as it may be extended);


	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	but where one of the parties informs the other that variations from the dates in clauses (i) through (iii) of this sentence would be reasonable under the circumstances, the parties shall negotiate in good faith on the subject of whether the requested variation should be made.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	If the Commencement Date becomes January 1, 2013 as described in Section 1(e)(b), the Expiration Date shall become December 31, 2018, subject to extension as set forth in Section 3(c) hereof.
	 	 	 	 
	 
	 	 	 	 	 	 
	(f) Exclusive/Non-Exclusive:
	 	Except for the exceptions specifically set forth in the Licensed Category descriptions in Section 1(c) and Section 1(d)(ii) and Section 14, the license granted to Licensee under this Agreement shall be exclusive and so long as Licensee is not in material and uncured default under this Agreement, Licensor shall not, during the Term as it may be extended and in the Territory, grant to any third party, nor shall it or any of its affiliates utilize, the right to
 sell, distribute or otherwise exploit the Property (to the extent that the Property continues to be licensed hereunder) in any Licensed Categories in the Channels of Distribution. 
	 	 	3(a)	 






 


10









 





	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	(g) Royalty Rate:

	 	Note #1: For all sales by Licensee directly to consumers, including any sales through Licensee-owned retail stores (web-based or traditional), each of the following Royalty Rates shall be reduced by ********** (e.g., ******* becomes ************) and “Net Sales” shall mean the invoiced consumer retail price.
	 	 	 5(a)	 
	 
	 	 	 	 	 	 
	 

	 	A. For sales by Licensee (or its Affiliates, as defined in Section 5(a)(i)) to parties other than *****************************, and credited against advance/guarantee payments made hereunder:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 






 


11









 





	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	B. For sales by Licensee (or its Affiliates) to
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *,
and credited against advance/guarantee payments made hereunder:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

	 	 	 	 
	 
	 	 	 	 	 	 
	(h) Minimum Royalty
    Guarantee:

	 	One Hundred Million Dollars (U.S. $100,000,000) plus the amount
of any Performance Advances payable in accordance with this Section 1(h). In no event shall
the Minimum Royalty Guarantee exceed Two Hundred Forty Million Dollars (U.S. $240,000,000).
	 	 	5(b)	 
	 
	 	 	 	 	 	 
	Advance:

	 	Fifty Million Dollars (U.S. $50,000,000) payable within five (5) business
days after full execution of this Amendment.
	 	 	 	 
	 
	 	 	 	 	 	 
	Balance:

	 	Fifty Million Dollars (U.S. $50,000,000) payable on the
date that is the last day of the calendar month in which the final 2011 Release Term or
2012 Release Term (whichever is applicable) expires, but in no event later than December 31, 2013.	 	 	 	 






 


12









 





	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	Note #1: All sums payable as Advances and Balances, including all Advances,
Performance Advances and Balance of Minimum Royalty Guarantee are recoupable
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * against any royalty payments due hereunder,
whether accruing before or after the date of payment, and all are cross collateralized
against one another.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Note #2: “Qualifying Theatrical Release” shall mean
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	“Qualifying Marvel Release” shall be defined as a Qualifying Theatrical Release produced by Marvel Studios.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	“Initial Run” shall mean * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(A) Performance Advances: “Performance Advances” shall
mean Mega Property Qualifying Theatrical Release Advances and Qualifying Marvel Release Advances.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(i) Mega Property Qualifying Theatrical Release Advances:
	 	 	 	 
	 

	 	Subject to Clause B below, Licensee shall pay an advance of Thirty Million Dollars (U.S. $30,000,000)
within five (5) business days after the United States Release Date of each of up to four (4) Mega
Property Qualifying Theatrical Releases which are released during the Term, and Twenty Million Dollars
(U.S. $20,000,000) within five (5) business days after the United States Release Date of a fifth Mega
Property Qualifying Theatrical Release if no Qualifying Marvel Release Advances have been paid as of the
United States Release Date for such fifth Mega Property Qualifying Theatrical Release. For purposes of clarity,
in no event will the cumulative total of Mega Property Qualifying Theatrical Release Advances and Qualifying
Marvel Release Advances exceed One Hundred Forty Million Dollars (U.S. $140,000,000). “Mega Property Qualifying
Theatrical Release” shall be defined as a Qualifying Theatrical Release
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * that is primarily
focused upon one of the following properties:
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 






 


13









 





	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	As used in this Section 1(h), “primarily focused” shall mean
that the film uses the applicable property name in its title and primarily focuses on the property’s character.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(ii) Qualifying Marvel Release Advances: Subject to Clause
B below, Licensee shall pay an advance of Ten Million Dollars (U.S. $10,000,000) for each Qualifying Marvel
Release within five (5) business days after receipt of notice to Licensee from Licensor that such release
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *, provided that in no event shall the cumulative total
amounts paid as Qualifying Marvel Release Advances and Mega Property Qualifying Theatrical Advances exceed One
Hundred Forty Million Dollars (U.S. $140,000,000).
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(B) Final Potential Guarantee. The “Final Potential Guarantee”
shall be defined as One Hundred Million United States Dollars (U.S. $100,000,000) plus any earned Performance
Advances (e.g., the cumulative total amounts paid as Qualifying Marvel Release Advances and Mega Property
Qualifying Theatrical Release Advances) up to One Hundred Forty Million Dollars (U.S. $140,000,000) for a total
of up to Two Hundred Forty Million Dollars (U.S. $240,000,000). Under no circumstances shall the Final Potential
Guarantee exceed Two Hundred Forty Million Dollars (U.S. $240,000,000). Mega Property Qualifying Theatrical Release
Advances and Qualifying Marvel Release Advances shall be due and payable, as earned, regardless of the amount of
royalties previously paid by Licensee,
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(C) For calculation of the gross box office revenues referenced herein,
the parties shall use the box office statistics for the Initial Run only of the applicable film which are published
in the entertainment industry trade magazine/e-zine/newspaper Variety or other such reasonable replacement in the event
Variety is no longer in publication.
	 	 	 	 






 


14









 





	 	 	 	 	 	 	 
	 	 	 	 	Numbered
	 	 	 	 	Section
	 

	 	(D) Except as specifically provided herein, no royalties or
fees generated under other agreements may cross-collateralize against this License Agreement D09001.
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
	 	 	 	 
	 
	 	 	 	 	 	 
	(i) Insurance:

	 	Combined Single Limit of $3,000,000 per occurrence. 
	 	 	10(e)	 
	 
	 	 	 	 	 	 
	(j)   Post-Expiration
Disposal Period:

	 	90 Days 	 	 	16(e)	 






2. RECITALS




(a) Marvel and the LP represent and warrant, to the best of their knowledge with respect to
trademark and servicemark rights (including, but not limited to, trade dress and goodwill
pertaining to such marks), and without limitation with respect to all other of the following items
and rights, that they have all rights in and to the names, nicknames, abbreviated names,
depictions, likenesses, poses, costumes, emblems, powers, characteristic concepts, themes,
settings, pictorial and written graphics and other characteristic elements and contexts of the
Characters identified in Section 1(b) hereof and any copyrights, trademarks, service marks and
other intellectual, literary, artistic, design, moral, industrial or commercial property rights and
goodwill in connection with the Characters, incidents, language, artwork, symbols, designs,
depictions, likenesses, formats, poses, concepts, themes and graphic, photographic and other visual
representations of, relating to and associated with the Characters identified in Section 1(b)
hereof (which names, characters, etc. and/or each of the individual components
thereof shall hereinafter be referred to as the “Property”), said Property being known and
recognized by the general public and associated in the public mind with Marvel.


 


15









 






(b) Licensee desires to utilize the Property in the manner hereinafter described.



(c) Marvel is a wholly owned subsidiary of Marvel Entertainment, Inc. (formerly known as
Marvel Enterprises, Inc.), a Delaware corporation.




(d) Marvel is a general partner of the LP.



(e) Under a separate service agreement dated as of the date hereof (the “New Service
Agreement”), Marvel has agreed to provide Licensee with creative consultation with respect to the
creation, appearance, packaging and marketing of Licensed Articles in exchange for a service fee
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



3. GRANT OF LICENSE




(a) Licensed Articles. Upon the terms and conditions and with the limitations and
exceptions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby
accepts the exclusive (except for the exceptions specifically set forth in the Licensed Category
descriptions in Section 1(c) and Section 1(d)(ii) above and Section 14 below) license and right to
utilize the Property but solely upon and in connection with the manufacture, promotion, sale, and
distribution of the categories of articles identified in Section 1(c) (“Licensed Categories”) and
in the Channels of Distribution identified in Section 1(d) (ii) (“Channels of Distribution”) during
the Term. Articles in the Licensed Categories that utilize the Property and are manufactured,
promoted, sold and/or distributed hereunder are referred to herein as “Licensed Articles”.



(b) Territory/Channels of Distribution. The license hereby granted extends only to
the Territory identified in Section 1(d)(i) and within the Channels of Distribution identified in
Section 1(d)(ii). Licensee expressly acknowledges and agrees that it is not licensed or authorized
to use the Property, directly or indirectly, in any other area or Channel of Distribution, and that
it is not licensed to and will not knowingly sell the Licensed Articles to persons who intend or
are likely to resell them in any other area or Channel of Distribution, to the extent this
provision is permitted by the applicable law at the time of such use, license or sale. In the
event that Licensee sells or exploits the Licensed Articles outside either the Territory or
Channels of Distribution in violation of this Section 3(b), notwithstanding Sections 1(g) and 5(a),
the royalty due Licensor on such sales shall be the Net Sales.



(c) Term. The license hereby granted shall commence upon the Commencement Date and
terminate automatically on the Expiration Date (the “Term”) set forth in Section 1(e) or the
expiration of any renewal or extension as provided herein, unless sooner terminated in accordance
with the provisions hereof. In the event Licensee commences any activities in connection with the
Property prior to the Commencement Date, all provisions of this Agreement for the benefit and
protection of Licensor and Licensee shall apply in full to such activities. Marvel and Licensee
shall use commercially reasonable efforts to realize a smooth commercial transition from Marvel’s
current master toy licensee to the Licensee and, at the end of the Term, from the Licensee to
Licensor itself or to a successor licensee, with regard to maintaining merchandise space at key
retailers, developing new lines in a timely manner and maintaining appropriate stock and inventory
levels during the transition.


 


16









 





(i) If, during the Term, Marvel and its licensees do not release a minimum of eight (8)
Qualifying Theatrical Releases (as defined herein), including a minimum of four (4) Mega Property
Qualifying Theatrical Releases (as defined herein) (the aggregate release of all of such films
being referred to as the “Marvel Entertainment Commitment”) between the commencement of the Term
and December 31, 2017 (or December 31, 2018, in the event that the Commencement Date is January 1,
2013) then the Term of this Agreement shall be extended by one year (i.e., until December 31, 2018
or December 31, 2019, as the case may be).



(ii) Notwithstanding anything to the contrary above, if Marvel and its licensees release one
or more Qualifying Theatrical Releases during the final calendar year of the Term, as it may be
extended (“Term Final Year Releases”), Licensee’s rights with respect to any Term Final Year
Releases shall extend until the end of the calendar month that is twelve (12) months after the
United States release date of such Term Final Year Release.



(d) Eighteen (18) months prior to expiration of the Term Marvel shall submit in writing its
schedule of films and television series based on its best knowledge at such time for a prospective
renewal term. Licensee shall have a Right of First Negotiation (as defined below) for the rights
granted hereunder after the expiration of the Term hereof unless Marvel elects to exploit the
rights directly itself. “Right of First Negotiation” shall mean the following: prior to beginning
negotiations with a third party regarding the rights granted herein, Marvel shall give written
notice to Licensee and for seventy five (75) days from the mailing of the notice (the “Negotiation
Period”), Marvel and Licensee shall negotiate in good faith. If Marvel and Licensee have not
executed a binding agreement by expiration of the Negotiation Period, Licensor shall be free to
grant any and all rights to any third party.



4. RESERVATION OF RIGHTS





(a) Licensor hereby reserves all rights not herein specifically granted to Licensee.



(b) Television, etc. Except only for the visual reproduction or presentation of the
actual Licensed Articles licensed hereunder or of the actual packaging therefor or as may be
expressly provided in this Agreement, Licensee shall not use the Property or the Licensed Articles
identified with the Property in connection with any manner of television, radio, motion picture,
filmstrip, webcast, Internet broadcast, sound and/or visual recording or transmission device or
media, or anything similar to the foregoing now known or hereafter developed without Marvel’s prior
written approval. The name and/or likeness of any performer portraying any character included
within the Property on radio, television, or in any other media or form shall not be deemed to be
included in the Property, and the use thereof is not licensed.



5. ROYALTIES, PAYMENTS, REPORTS, RECORDS AND BRAND INTEGRITY




(a) Royalties. Licensee agrees to pay Licensor royalties at the Royalty Rate
identified in Section 1(g), determined as follows:



(i) Royalties shall be calculated by applying the Royalty Rate identified in Section 1(g) to
Licensee’s (or its Affiliates’) Net Sales (defined below). “Affiliate” means, with respect to any
party, any other party directly or indirectly controlling or that is controlled by or is under
common control with such party. For the purposes of this definition, “control” means the
possession of the power to direct or cause the direction of the management and policies of such
Person, whether through the
ownership of voting securities, by contract or otherwise. “Affiliated” and “Unaffiliated” shall
have corresponding meanings.


 


17









 






(ii)
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



(iii) Royalties as specified herein shall become due on the last day of each of Hasbro’s
quarterly fiscal periods, and shall be paid not later than thirty (30) days following the end of
the Hasbro fiscal period for all Net Sales accruing for the United States, Canada and their
respective territories and possessions in that Hasbro fiscal period and not later than sixty (60)
days following the end of the Hasbro fiscal period for all Net Sales accruing in the remainder of
the Territory in that Hasbro fiscal period, accompanied by the Royalty Report required herein.
Royalties are due on any and all sales or other disposition of the Products. Products shall be
considered sold and Net Sales shall be deemed accrued for all purposes hereunder on the date of
shipment or the date that the shipment is invoiced by the Licensee, whichever date is earlier.
Hasbro’s fiscal year ends on a Sunday within two weeks of the end of each calendar year, and
Hasbro’s quarterly fiscal periods typically consist of thirteen (13) weeks each, ending on a
Sunday.



(iv) Licensee’s (and its Affiliates’) sales and pricing policies shall reasonably optimize
maximum availability of the Licensed Articles in the Territory and Channels of Distribution while
avoiding deep discounts, liquidation, close-outs, over-production, “market flooding” or other
disparaging pricing and related production practises which would reasonably constitute “dumping” as
the term is generally understood in the consumer products industry, unless specifically agreed to
in advance and in writing by Licensor.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * Nothing herein shall be construed as granting Licensor the right to
set or approve Licensee’s pricing, and nothing shall be deemed to restrict Licensee’s ability to
set prices in its own unfettered discretion.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


 


18









 






(b) N/A



(c) Currency, Wire Payment and Taxes. All payments to Licensor shall be made in
United States Dollars, shall be computed at the exchange rate published by the Wall Street Journal
as of the last business day of the month preceding the month for which the Royalties are being
calculated. All payments to Marvel shall be made via wire transfer to Bank: HSBC Bank USA, Beverly
Hills, CA 90210, Branch: HSBC Bank USA, 445 N. Bedford Drive, Beverly Hills, CA 90210, Account
Name: Marvel Characters B.V., Account # 178-786527, ABA# 122240861, IF WIRE IS TO BE MADE VIA
SWIFT OR CHIPS WIRE SERVICES: Swift Code #: HSBCUS33. Reference: HASBRO: D09001. (except for
Spider-Man Movie Characters royalty payments, in which event the wire transfer shall be made to
HSBC Bank USA, NA., Beverly Hills, CA; Bank Transit ABA #:122240861; Bank Account #:178788104;
Account Name: Spider-Man Merchandising, L.P. Swift Code: HSBCUS33). If payment is late, Marvel has
the option to require that payment be made at the exchange rate existing on the day preceding
payment. All taxes, levies, charges or duties imposed on license rights, artwork or similar
material, or payments therefor (excluding income taxes and fees applicable to Licensor) shall be
paid by Licensee and no deductions for such taxes, levies, charges or duties shall be made from
amounts owed Marvel hereunder, it being the intent hereof that all royalties payable to Marvel be
free and clear of any taxes, levies, charges or duties of any kind whatsoever (excluding income
taxes and fees applicable to Licensor).



(d) Royalty Reports. For each Hasbro fiscal period specified in Section 5(a)(iii),
commencing with the end of the Hasbro fiscal period following the Commencement Date of this license
and continuing until a final certification of wind-up is delivered, Licensee shall furnish Licensor
with a detailed Royalty Report certified to be accurate by an authorized representative of
Licensee, showing all information called for by Licensee’s standard royalty reporting forms for
each Licensed Article. Licensee shall provide two separate Royalty Reports as follows: one for
Licensed Articles utilizing Spider-Man Movie Characters and one for all other Licensed Articles.
Upon request from Marvel, Licensee shall use reasonable efforts to forecast and project anticipated
royalties for the next four (4) Quarterly Hasbro fiscal periods; provided that in no way shall
Licensee be accountable for the ultimate accuracy of such forecasts. Each Royalty Report (including
Royalty Reports showing only Spider-Man Movie articles) shall be furnished to Marvel via e-mail (or
other mutually agreed-upon means) to royaltyreports@marvel.com within thirty (30) days after the
end of the Hasbro fiscal period for which such Royalty Report is made in the United States and
Canada and sixty (60) days after the end of the Hasbro fiscal period for which such Royalty Report
is made for the remainder of the Territory, and shall be accompanied by payment to Marvel or the
LP, as applicable, of any and all monies due for the Licensed Articles. Such Royalty Report shall
be furnished whether or not there are any Net Sales during the preceding Hasbro fiscal period, and
whether or not any monies are then due. The receipt or acceptance by Licensor of any of the
Royalty Reports furnished pursuant to this Agreement or of any payments made hereunder (or the
receipt of any wires paid hereunder) shall not preclude Licensor from questioning its accuracy
during the period allowed for audits as set forth in this Agreement, and in the event that any
inconsistencies or mistakes are discovered in such Royalty Reports or payments, they shall promptly
be rectified and the appropriate payment made by Licensee or Licensor as the case may be, together
with interest on any overdue payments at the rate specified in Section 17(c) hereof. Licensee
shall provide to Licensor on a monthly basis, by the fifteenth day of each calendar month,
Licensee’s estimates of approximate royalties earned on (i) sales of Licensed Articles in the
United States and Canada in the preceding calendar month and (ii) sales of Licensed Articles in all
other territories in the next preceding calendar month (e.g., the estimates provided by March 15
will be for royalties earned on (i) sales in the United States and Canada in February and (ii)
sales in all other
territories in January); provided that in no way shall Licensee be accountable for the ultimate
accuracy of such estimates.


 


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(e) Records. Licensee shall maintain (or make available at such address upon
Licensor’s request) at its expense, detailed, accurate, full and complete records and books of
account covering all transactions by it relating to this Agreement, and Licensor and its duly
authorized representatives shall have the right, no more than twice during each calendar year
during normal business hours, and no later than thirty (30) days from written notice, to examine
and/or audit such records and books of account and all other documents and materials in the
possession or under the control of Licensee relating or pertaining to the subject matter or
provisions of this Agreement and to make copies and/or extracts therefrom for purposes of the audit
only. Licensor agrees to coordinate its audits hereunder with the audits, if any, conducted by
Marvel under the New Service Agreement. In the event that Licensor’s duly authorized
representatives shall discover a deficiency for any accounting period of five percent (5%) or more
by any such examination and/or audit, Licensee shall pay to Licensor the reasonable cost of such
examination. Licensee shall keep all such books of account and records available to Licensor for
at least two (2) years after the termination or expiration of this Agreement. If Licensee fails to
keep and disclose such records, Licensor shall have the right to reasonably estimate, and demand
payment for, such additional royalty as may be indicated owing by such trade information as may be
available.



6. LICENSOR TITLE AND GOODWILL




(a) General. Licensor represents and warrants to the best of its knowledge with
respect to trademark and servicemark rights (including, but not limited to, trade dress and
goodwill pertaining to such marks), and without limitation with respect to all other of the
following items and rights, and Licensee acknowledges to the extent of such representation and
warranty (i) that Licensor is the owner and/or controller of all right, title and interest in and
to the Property and the Characters included therein and all associated trademarks and copyrights,
(ii) the great value of the goodwill associated with the Property, and that the Property has
acquired secondary meaning in the mind of the public and (iii) that the trademarks and copyrights
included in the Property, and the registrations therefor, are valid and subsisting. Licensee
further agrees that it shall not during the Term of this license or at any time thereafter dispute
or contest directly or indirectly, or do or cause to be done any act which in any way contests,
impairs or tends to impair Licensor’s exclusive rights and title to the Property, or the validity
thereof or the validity of this Agreement, and shall not assist others in so doing. Licensor
represents and warrants that it has all necessary rights to grant to Licensee the rights
contemplated hereby free of any encumbrances whatsoever and that such grant shall not infringe on
the rights of any other party.



(b) Representations of Ownership, etc. Licensee shall not in any manner represent
that it has any ownership in the Property, or in any trademarks or copyrights included in the
Property (or registrations therefor), but may, only during the Term of this license, and only if
Licensee has complied with all laws and registration requirements (other than registration
requirements of which Licensee has no actual knowledge) within the Territory for so doing of which
Licensor has provided notice to Licensee, represent that it is a “licensee” or “official licensee”
hereunder. Licensee shall not register or attempt to register any copyright or trademark in the
Property, in its own name or that of any third party, nor shall it assist any third party in doing
so.


 


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(c) Use for Benefit of Licensor. Licensee agrees that any and all uses and sales by
Licensee of the Property under this Agreement shall inure to the benefit of Marvel and that neither
such uses or sales nor anything contained in this Agreement shall give or assign Licensee or any
other person or entity any right, title or interest in the Property, or in any properties owned by
Licensor which are not
licensed hereunder, except the right to use the Property specifically in accordance with the
provisions of this Agreement; provided that Licensee shall remain the owner of all Licensee’s
patents, trademarks, copyrights or other intellectual property contained in the Licensed Articles
that are separate or separable from the Property and all adaptations, compilations, modifications,
translations and versions thereof. Except in connection with “Transformers” action figures,
“Titanium” figures and vehicles, “Beyblade” tops and accessories, Licensee’s owned or controlled
game brands and “Attacktix” figure tactics games and unless otherwise approved in writing, Marvel
Licensed Articles may not be co-mingled and/or bundled with any non-Marvel properties and/or
trademarks (other than the conventional use of the “Hasbro,” “Playskool,” “Tiger”, “Galoob”,
“Milton Bradley”, “Parker Brothers”, or “Kenner” corporate trademarks) unless specifically
authorized in writing by Marvel. Except as otherwise approved in writing by Marvel, Licensed
Articles shall not include any other trademarks (except Licensee’s non-character marks and its
distributors marks), characters or properties, whether owned by Licensee or another (e.g. GI Joe,
Star Wars etc. may not appear in the same packaging, advertising or marketing materials as Licensed
Articles). Notwithstanding the foregoing, Licensor acknowledges that Licensee may co-mingle other
brands and trademarks with the Property for the purpose of advertising, packaging and cross-selling
its Titanium and Attacktix product lines. Licensor further acknowledges that Licensee shall
co-mingle the Property with Licensee’s proprietary brands for the purpose of manufacturing,
distributing and promoting Games hereunder. Except as provided above, no Licensed Article shall be
sold in any manner intended to promote the sale of any other product or service (other than another
Licensed Article) without Licensor’s prior written consent in each instance.



7. PROTECTION OF RIGHTS-INCLUDING COPYRIGHTS AND TRADEMARKS




(a) General. Licensee shall cooperate reasonably and in good faith with Licensor, at
Licensor’s expense for the purpose of Licensor securing and preserving Licensor’s (or any grantor
of Licensor’s) rights in and to the Property. Upon creation of Licensed Articles embodying the
Property, Licensee shall be deemed to have automatically assigned to Licensor all copyrights solely
in the Property (and all adaptations, compilations, modifications, translations and versions of the
Property) embodied in the Licensed Articles; provided that Licensee shall remain the owner of all
Licensee’s patents, trademarks, copyrights or other intellectual property contained in the Licensed
Articles that are separate or separable from the Property and all adaptations, compilations,
modifications, translations and versions thereof. In addition, each party shall execute any
instruments requested by the other party to accomplish or confirm the foregoing. Any such
assignment shall be without consideration other than the mutual covenants and considerations of
this Agreement. Licensee agrees that it shall be primarily liable to Licensor under the terms of
this Agreement for any actions or omissions on the part of Licensee’s lenders, including but not
limited to (i) shipping and fulfilling orders for the Licensed Articles (ii) paying the royalties
or Minimum Royalty Guarantee payments (iii) shipping only finished Licensed Articles, in the same
packaging and boxes as Licensee would have used; (iv) sale or other disposition of Licensed
Articles shall be permitted only for so long as the applicable sell-off period is authorized
hereunder, etc.



(b) Trademarks and Copyrights. Licensor represents and warrants to the best of its
knowledge with respect to trademark and servicemark rights (including, but not limited to, trade
dress and goodwill pertaining to such marks), and without limitation with respect to all other of
the following items and rights, and Licensee acknowledges and agrees to the extent of such
representation and warranty that the names, characters, symbols, designs, likenesses, and visual
representations, among other things, comprising the Property are owned by Marvel or the LP, and
Licensee agrees that it shall cause to appear on everything which uses, bears or displays the
Property or any part thereof, including all Licensed Articles, tags, labels and the advertising,
promotional, packaging and display material
therefor, a notice proclaiming and identifying the relevant portions of the Property appearing
therein as properties of Licensor, as, for example, by labeling each name and character likeness
with this Trademark and Copyright notice: Name(s) of character(s)] and the distinctive likeness(es)
thereof are Trademarks of Marvel Characters B.V. and are used with permission. Copyright Ó
[year of first publication of Marvel material by Licensee, in Arabic numerals] Marvel Characters
B.V. All Rights Reserved. www.marvel.com, or otherwise as Marvel may deem appropriate. In the
event the product features Spider-Man Movie Character(s), the notice shall provide © [year date]
Columbia Pictures Industries Inc. All Rights Reserved Trademark: Spider-Man, and all related
characters, ® [year date] Marvel Characters B.V. All Rights Reserved. (or such other legal line
as Licensor may reasonably deem appropriate).


 


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(c) Notice of Supervision. Every Licensed Article and all advertising, promotional,
packaging and display material therefor shall also bear this notice of supervision: This
[Description of Licensed Article] is produced under license from Marvel Characters B.V. (or an
equivalent if given prior written approval by Licensor) in order to notify the public that
Licensor’s standards are maintained.




(d) N/A



(e) Confusing Use. Licensee shall not use, and shall use reasonable efforts to keep
others with whom Licensee does business from using, the Property in any manner likely to cause
confusion or doubt in the mind of the public as to the ownership, source, sponsorship and control
thereof or in any manner that does not make clear that the Property is owned and controlled
exclusively by Licensor. In addition, except as noted below, Licensee shall not use or co-mingle
with the Property, and shall use reasonable efforts to keep others from using or co-mingling with
the Property, any other trademarks, characters or properties, whether owned by Licensee or another,
so as to suggest that such other trademarks, etc. may have been created or may be owned,
controlled, licensed or approved by Licensor or that they are in any way related to the Property or
Licensor. Notwithstanding the foregoing, Licensor acknowledges that Licensee may co-mingle other
brands and trademarks with the Property for the purpose of developing, advertising, packaging and
cross-selling its Transformers, Beyblade and Titanium and Attacktix product lines. Licensor
further acknowledges that Licensee shall co-mingle the Property with Licensee’s proprietary brands
for the purpose of manufacturing, distributing and promoting Games hereunder.



(f) Registration. Licensee agrees to reasonably cooperate with and assist Licensor,
at Licensor’s expense, in the prosecution of any copyright, trademark or service mark applications
concerning the Property that Licensor may desire to file, and for that purpose, Licensee shall,
upon request, supply to Licensor a reasonable number of samples of the Licensed Articles or other
material as may be required in connection with any such application. Furthermore, Licensee shall
execute any instrument Licensor shall reasonably deem necessary or desirable to record or cancel
Licensee as a registered user of the trademarks of Licensor included in the Property.



(g) Customer Complaints. Licensee shall, in connection with its duty to use the
Property so as to promote the continuing goodwill thereof, give attention to legitimate customer
complaints brought against Licensee in connection with the Licensed Articles or other materials
using the Property. Licensee shall give Licensor prompt notice of all complaints that might affect
the good standing of the Property or the reputation of Licensor and also of all complaints that
might result in legal action between Licensor and any third party, and reasonably cooperate with
Licensor upon request to achieve as good a reputation and press for the Property as possible.


 


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(h) Copyright Notice. It is a condition of this license that prior to public
distribution, Licensee shall cause to appear the copyright notice specified in Section 7(b) on all
Licensed Articles, tags, labels and the advertising, promotional, packaging and display materials
therefor, or otherwise as Licensor may instruct in writing or approve upon request.



(i) Secure Copyrights, etc. Licensor may register, in its name (or the name of
another, including Licensee, if desired by Licensor), to the fullest extent possible, the
copyrights in the Property and the registrations, renewals and extensions thereof, embodied in the
Licensed Articles, including all adaptations, translations, modifications and versions of the
Property. It is also a condition of this license that all Licensed Articles and other materials
produced under this Agreement only to the extent that they embody the Property shall be produced as
works made for hire for Licensor; provided that Licensee shall remain the owner of all Licensee’s
patents, trademarks, copyrights or other intellectual property contained in the Licensed Articles
that are separate or separable from the Property and all adaptations, compilations, modifications,
translations and versions thereof.



(j) Licensee shall use commercially reasonable efforts to ensure that all retailers and
authorized distributors purchasing Licensed Articles comply with Licensee’s
anti-counterfeiting/anti-piracy system policies established from time to time.



8. QUALITY OF MERCHANDISE AND SERVICES; LICENSEE NAME ON LICENSED ARTICLES




(a) Quality of Merchandise. Licensee agrees that the Licensed Articles, all
packaging, labels, advertising and promotional material for the Licensed Articles (“Associated
Materials”) and any press release or other public statement relating to the Licensed Articles or to
this Agreement (other than legally required disclosures, provided that Licensor is given, to the
extent reasonably practicable, an opportunity to review and comment) shall have the prior written
approval of Licensor before the first sale, distribution, display or release of any kind or in any
media and shall be of a high standard customary in the entertainment toy industry and of such
style, appearance and quality as shall be adequate and suited to their exploitation to the
commercial advantage and to the protection and enhancement of the Property and the goodwill
pertaining thereto; that the Licensed Articles and/or Associated Materials shall be manufactured,
packaged, sold, distributed, advertised and serviced in accordance with all applicable laws; that
the policy of sale, distribution, and/or exploitation by Licensee shall be of equivalent high
standard and style customary in the entertainment toy industry; and that the same shall in no
manner reflect adversely upon the Property or Licensor. Licensee further agrees that it shall
comply with all applicable laws, rules and regulations regarding product safety. Licensee further
agrees that all rights granted herein shall be exploited and exercised by Licensee so as not to
interfere with, or detract from, the public image of the Property. Accordingly, Licensee further
specifically covenants and agrees to keep Licensor reasonably informed of its plans for use of the
Property, and to consult Licensor as the Licensed Articles and/or Associated Materials are being
prepared, so that there will be full opportunity for Licensor to deter Licensee from any use that
would detract from the public image of the Property. Licensee will abide by the policies,
procedures and processes set forth on Exhibit D attached hereto and will reasonably consult with
Licensor at every stage identified in that Exhibit in designing the Licensed Articles and/or
Associated Materials regarding the utilization of the Property, and shall work with Licensor to
obtain Licensor’s creative input concerning the Property and the overall look and direction of the
Licensed Articles and/or Associated Materials. Licensee shall submit to Licensor’s New York Office
(e-mail: licensingapprovals@marvel.com) (except in respect to articles utilizing Spider-Man
Movie Characters, in which event each submission shall be sent to Laetitia_May@spe.sony.com and to
Eric_Thomsen@spe.sony.com; such email addresses may be changed by Licensor from time to
time) or such other office as Licensor may designate in writing, for written approval without
charge, all designs, concepts and/or prototypes of each item, class, part or category of the
Licensed Articles and/or Associated Materials, with respect to the Properties licensed hereunder
upon the Brand Assurance form (or other form as Licensor may reasonably designate from time to
time) attached hereto as Exhibit E. In connection therewith, Licensee shall be faithful in the
portrayal of the Properties to Licensor’s basic conceptualization of the Property. Any item
submitted to Licensor shall be deemed disapproved unless the same shall be approved in writing
within ten (10) business days (five (5) to seven (7) business days in Gate 6) of receipt of the
samples. Notwithstanding the foregoing, if Licensor expressly disapproves of any material it shall
state the reasons therefor. Licensee shall use commercially reasonable efforts to make such changes
as are reasonably requested by Licensor after an inadvertent approval or change of conditions;
provided that Licensor shall reimburse Licensee for Licensee’s reasonable costs associated with
such inadvertent approval and subsequent disapproval. After samples have been approved pursuant to
this section, Licensee shall not depart therefrom in any respect without Licensor’s prior written
consent. No approval of any submitted product or item by Licensor shall be construed to expand or
enlarge the scope of the license granted hereunder. Licensee shall submit to Licensor’s New York
Office, to the attention of: Legal Department (except in respect to items utilizing Spider-Man
Movie Characters, in which case the address shall be Spider-Man Merchandising LP West, 10202 W.
Washington Blvd., Jimmy Stewart Building, Third Floor, Culver City, CA 90232), free of cost, thirty
(30) samples of finished Licensed Articles and six (6) copies of each piece of Associated
Material(s) therefor prior to sale or publication, and Licensee shall provide two additional (2)
samples to Licensor upon request.


 


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(b) Revocation of Approval. In the event that the quality, appearance or style of any
Licensed Article previously approved by Licensor ceases to be acceptable to Licensor, Licensor
shall have the right, in its sole discretion, to withdraw its approval of such Licensed Article and
to require that Licensee redesign such Licensed Article in a manner consistent with Licensor’s new
policies. In the event of such withdrawal, Licensee shall as soon as practicable cease the
production of the previously approved Licensed Article and shall have a six (6) month sell-off
period for such Licensed Article.



(c) The
Licensor logo, the URL address for Licensor’s website
(www.marvel.com or, in the case
of articles utilizing Spider-Man Movie Characters, www.spiderman.sony.com), artwork, and customer
service information shall be placed prominently on outside packaging and Licensee’s name or trade
name (or a trademark of Licensee which Licensee has advised Licensor in writing that it is using)
shall prominently appear on permanently affixed labeling on each Licensed Article and, if the
Licensed Article is sold to the public in packaging or a container, printed on such packaging or a
container so that the public can identify the supplier of the Licensed Articles. On soft goods,
“permanently affixed” shall mean sewn on. On hard goods, “permanently affixed” shall mean molded
into or printed on the product. On packaging, “permanently affixed” shall mean printed on the
package. Upon request, Licensee shall advise Licensor in writing of all trade names or trademarks
it is using on Licensed Articles being sold under this Agreement if such names or marks differ from
Licensee’s corporate name or other names referenced herein. Licensee agrees that it shall maintain
a toll-free number through which consumers calling from the United States may contact Licensee
during normal working hours concerning the Licensed Articles.



(d) Notwithstanding any provision that may be construed to the contrary set forth in this
Section 8, Licensor agrees with respect to the exercise of its approval rights, (i) to take into
consideration the common standards and practices of the entertainment toy industry; (ii) not to
withhold or delay any approvals required hereunder unreasonably, and (iii) to use its commercially
reasonable efforts to expedite its approvals. In each case where any item is disapproved by
Licensor, Licensor will inform Licensee in writing of the detailed reasons for its disapproval and
will make suggestions as to the desired changes, the implementation of which will result in
Licensor’s approval upon resubmission by Licensee. Licensor agrees that any press release or other
public statement relating to the Licensed Articles or to this Agreement (other than legally
required disclosures, provided that Licensee is given, to the extent reasonably practicable, an
opportunity to review and comment) shall have the prior written approval of Licensee before release
of any kind or in any media.


 


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(e) Approval Limitation. Any and all approvals required by Licensor hereunder shall
be valid only if in writing and signed by (or if in an e-mail message from) an employee of the
Brand Assurance Department or other employees of Licensor designated in writing by the Brand
Assurance Department. Licensee understands that no oral approval or written approval by any other
employee may be relied upon or shall bind Licensor. Any reliance on any oral or written
modification by any other employee shall be at Licensee’s own detriment and risk.



(f) Inspection. Licensor or its authorized agents or representatives shall have
access to Licensee’s and/or its subcontract manufacturer(s) premises at all reasonable times, upon
reasonable notice, with the right to a full inspection of the production of the Licensed Articles
in order to satisfy itself that its standards are maintained, and with the right to be supplied, on
request, with a reasonable number of free samples of all Licensed Articles in preparation and the
raw materials and ingredients used therein.



9. [deleted]




10. INFRINGEMENT, INDEMNIFICATION AND INSURANCE




(a) Infringement of Property. Each party shall promptly notify the other party, in
writing, of any imitations or infringements of the Licensed Articles or the Property contained
therein or the rights licensed hereunder which may come to such party’s attention. Licensor shall
have the sole right to determine whether or not any demand, suit or other action shall be taken on
account of or with reference to any such infringements or imitations, and Licensee shall not
institute any suit or take any action on account of any such infringements or imitations without
first obtaining the written consent of Licensor to do so. Licensor, if it so desires, may commence
or prosecute any suits or make any such demands in its own name or, if Licensee approves, which
approval shall not be unreasonably withheld, in the name of Licensee or join Licensee as a party
thereto. Licensee shall cooperate with Licensor, at Licensor’s expense, in any manner that
Licensor may reasonably request in connection with any such demands, suits, claims or other
actions. If Licensor elects not to sue, Licensee may request permission to bring suit and, with
written permission, may bring suit at its own expense, provided Licensee indemnifies Licensor
against any loss or damage, including any loss or damage to reputation or goodwill, and provided
that trial counsel is approved by Licensor, which approval shall not be unreasonably withheld,
keeps Licensor fully informed, and further provided that Licensor shall have the right to assume
control of the litigation at any time, but is thereupon responsible for its own further litigation
expense and shall reimburse Licensee for Licensee’s reasonable litigation expenses incurred prior
to such assumption of control. Licensee may not settle any case under this section without
Licensor’s written approval (which approval shall not be unreasonably withheld). In cases where
the infringement was first brought to Licensor’s attention by Licensee, any recovery shall (i)
first go to reimbursing the party who has ultimately controlled the litigation or claim process and
who has been responsible for payment of expenses associated therewith for such expenses; (ii) then,
go to reimbursing the other party for any of its expenses associated with the litigation or claim
process and (iii) then, be split 50/50 between the
parties. Nothing herein shall be construed as imposing any obligation upon Licensor or Licensee to
take action against any alleged infringer.


 


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(b) Infringement of Other Rights. In its use of the Property, or any element or
portion thereof, Licensee shall exercise reasonable care, and shall cooperate fully with Licensor,
to avoid infringing any rights found to be owned by others in the Territory. Upon receiving
written notice alleging the existence or possible existence of rights held by others which may be
infringed by the use of any element or portion of the Property under this Agreement, each party
shall promptly notify the other party in writing.



(c) Indemnification of Licensee. Licensor shall defend, indemnify and hold Licensee
and its parents, subsidiaries, and associated and affiliated companies, harmless of, from and
against any charges, suits, actual damages, costs, expenses (including reasonable attorneys’ fees),
judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever, which may be
sustained or suffered by or secured against Licensee based upon or arising out of any actual or
alleged trademark or copyright infringement arising out of the use by Licensee of the Property as
authorized in this Agreement, or any other actual or alleged unauthorized action of Licensor,
including a breach by Licensor of its representations or warranties or other term of this
Agreement, provided that: prompt notice is given to Licensor of any such claims or suits (but
failure to give such notice shall relieve Licensor of its obligations under this subsection only to
the extent that such failure is prejudicial to Licensor) and provided further that: Licensor shall
have the option to undertake and conduct the defense and/or settlement of any such claims or suits
against third parties and that Licensee reasonably cooperates with Licensor in the defense of any
such claims or suits and Licensee acts reasonably to mitigate any damages. No settlement of any
such claims or suits involving more than the payment of money by Licensor shall be made without the
prior written consent of Licensee (which consent shall not be unreasonably withheld). In no event
shall Licensor be liable for punitive or exemplary damages, nor for lost profits. Licensor does
not warrant any present or future commercial value of the Property.



(d) Indemnification of Licensor. Licensee shall defend, indemnify and hold Licensor
and its parents, subsidiaries, and associated and affiliated companies, harmless of, from and
against any charges, suits, actual damages, costs, expenses (including reasonable attorneys’ fees),
judgments, penalties, claims, liabilities or losses of any kind or nature whatsoever, which may be
sustained or suffered by or secured against Licensor in connection with the Licensed Articles, or
based upon or arising out of any actual or alleged unauthorized use of any patent, trade secret,
process, idea, method or device, or any copyright or trademark, other than under this license, or
the packaging, distribution, promotion, sale or exploitation of the Licensed Articles, any actual
or alleged defect in the Licensed Articles or their packaging, whether latent or patent, including
failure of said Licensed Articles or their packaging, distribution, promotion, sale or exploitation
to meet any Federal, State or local, or other applicable laws or standards; or any other actual or
alleged unauthorized action of Licensee, including a breach by Licensee of any of its
representations or warranties or other term of this Agreement, provided that: prompt notice is
given to Licensee of any such claims or suits (but failure to give such notice shall relieve
Licensee of its obligations under this subsection only to the extent that such failure is
prejudicial to Licensee) and provided further that: Licensee shall have the option to undertake
and conduct the defense and/or settlement of any such claims or suits against third parties and
that Licensor reasonably cooperates with Licensee in the defense of any such claims or suits and
Licensor acts to reasonably to mitigate any damages. No settlement of any such claims or suits
involving more than the payment of money by Licensee shall be made without the prior written
consent of Licensor (which consent shall not be unreasonably withheld). In no event shall Licensee
be liable for punitive or exemplary damages, nor for lost profits.


 


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(e) Insurance. Licensee shall obtain at its own expense and maintain during the Term
of this Agreement and for three (3) years thereafter, general liability insurance including
advertising, blanket contractual and product liability coverages. Hasbro declares it is
“self-insured” for all other types of claims. All insurance must be provided by a recognized
insurance company having a Best’s Rating of no less than “A” providing adequate protection at least
in the amounts specified in Section 1(k) for personal bodily injury and property damage for
Licensor and also for Licensee. Said insurance shall be primary and non-contributory with respect
to any insurance carried by Licensor. Upon return to Licensor of Licensee’s signed originals of
this Agreement, Licensee shall furnish to Licensor’s New York Office, to the attention of Senior
Contracts Administrator, a certificate evidencing that such insurance is in force, naming Licensor
its subsidiaries, associated and affiliated companies as additional insured parties and providing
that such coverage will not be canceled without at least thirty (30) days notice to Licensor.
Failure to provide the insurance certificate shall be a matter for Dispute Resolution. Said
insurance coverage shall be effective as of the Commencement Date. Any proposed change in the
insurance policy(ies) affecting Licensor’s coverage shall be submitted for review as to the policy
compliance with the terms and conditions of this Agreement, to Licensor’s New York Office, to the
attention of Senior Contracts Administrator. The policy(ies) of insurance must be non-cancelable
except after thirty (30) days prior written notice to Licensor’s New York Office, sent to the
attention of Senior Contracts Administrator. As used in Section 10 (d), “Licensor” shall also
include the agents, employees, assignees of Licensor, and their respective officers, directors,
agents and employees. As used in Section 10 (c), “Licensee” shall also include the agents,
employees, assignees of Licensee, and their respective officers, directors, agents and employees.
This provision shall survive the termination or expiration of this Agreement.



11. ARTWORK




(a) Licensee shall have, at no cost to Licensee, access to Marvel’s online style guides (the
“Style Guide(s)”), which shall depict the Property for use in the Licensed Articles, as well as
other information relating to the Property that Licensee may reasonably request. Licensee
understands that in the event any fees or royalties are due creators or artists who are independent
of Licensor as a result of certain artwork or story-lines, Licensee shall be responsible for the
payment of such fees and/or royalties upon invoicing therefor; provided Licensor has notified
Licensee of such fees in writing in advance. Payment of any fees associated therewith shall not be
credited against any guarantee or other amount due Licensor. During the Term, Licensee shall at
its cost and upon Licensor’s reasonable request, promptly provide Licensor (by CD, T-1 line or
other digital means) with any high-resolution artwork of the Property created by Licensee.
Licensor shall use commercially reasonable efforts to support Licensee’s presentations to retail
customers with any available creative materials (sizzle tapes, images, trailers) cleared for use
and pertaining to Marvel/LP Entertainment Properties.



(b) All artwork involving the Property only to the extent that it embodies the Property, or
any reproduction thereof, and all copyrights therein shall, notwithstanding its use by Licensee, be
and remain solely the property of Licensor and Licensor shall be entitled to use the same and to
license the use of the same by others. Any reproduction or use of such artwork shall be on a
non-exclusive basis.



(c) Licensee shall obtain and promptly furnish to Licensor’s New York Office, sent to the
attention of Senior Contracts Administrator, on the form annexed hereto as Exhibit B, an agreement
signed by each independent contractor who creates, prepares or produces for or on behalf of
Licensee any artwork involving the Property only to the extent that it embodies the Property or any
reproduction thereof, stating that such artwork is a work made for hire for Licensee under the U.S.
Copyright Laws and acknowledging that such person has no copyright or other rights of any kind in
or to such artwork.
Licensee shall be deemed to have automatically assigned to Licensor all copyrights in any materials
created by or for Licensee in the Licensed Articles only to the extent that they embody the
Property; provided that Licensee shall not be obligated to assign, and shall remain the owner of,
Licensee’s copyrights contained in the Licensed Articles to the extent that they are separate or
separable from the Property. Further, each party shall execute any instruments requested by the
other party to accomplish or confirm the foregoing assignment.


 


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12. PROMOTION




Licensor shall have the right, but shall not be under any obligation, to use the Property so
as to give the Property, Licensee, Licensor and/or programs connected with the Property full and
favorable prominence and publicity; provided that nothing in this section shall mitigate the
effects of Sections 3(c) and 5(b) hereof. If the Licensed Articles appear in film produced by or
under authority of Licensor, there shall be no obligation by Licensor to discontinue use of such
film or any part thereof at the expiration or termination of this license and such continued use
shall in no way be construed as an extension of the Term hereof or of this license.



13. DISTRIBUTION, AND BUSINESS PLANNING/MARKETING AND TOOLING COMMITMENTS




(a) Distribution. Licensee shall diligently and continuously use reasonable efforts,
as determined in Licensee’s business judgment, in the Territory licensed hereunder and during the
Term of this license, to sell the Licensed Articles, to make and maintain adequate arrangements for
the distribution of the Licensed Articles, and to promote and expand its sales hereunder. Licensee
shall not sell or distribute the Licensed Articles on a consignment basis. Licensee shall also
have the right to distribute and sell the Licensed Articles on home shopping television programs
provided Licensor’s prior written approval of the dates for the shows, and the Licensor product to
be featured thereon, is obtained so that Licensor may avoid any conflicts with any previously
scheduled home shopping television shows featuring Licensor product. Failure to submit for prior
written approval the dates of the show or the product shall be considered a matter for Dispute
Resolution. Licensee acknowledges that it has no right to and shall not, without prior written
consent of Licensor, sell or distribute the Licensed Articles to anyone whose sales or distribution
are or will be made for publicity, promotional or tie-in purposes, combination sales, premiums,
giveaways, or whose business methods are or are reported to be questionable.




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


 


28









 






(c) Marketing Commitment. During the Term, Licensee agrees to commit to
marketing and promotional expenditures in direct support of the Licensed Articles in an
amount equal to not less than * * * * * * * * * * * * * * * * * * of total Net Sales (except close-out sales
or sales to Unaffiliated distributors) in the Territory. The following points shall be
“True-Up Points” for the purposes of this subsection: the end of the second calendar year in
which Licensee sells products  hereunder and the end of each following calendar year during
the Term. At each True-Up Point, if Licensee’s marketing and promotional expenditures over
the Term have been less, to date, than the percentages described above, Licensee’s
semi-annual plans (described below) for the following calendar year shall call for Licensee
to make such marketing and promotional expenditures as would be reasonably calculated to
bring those expenditures over the elapsed Term as of the end of such following year to the
percentages described above.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



(d) As part of the expenditures described in Section 13(c) above, Licensee commits to purchase
advertising from Marvel, for any Hasbro product that Hasbro may determine, a total Advertising
Commitment of * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * which, if such expenditures are not
begun until the commencement of the Term, such expenditures shall be spent in amounts of not less
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * per year of the Term. In no event shall
Licensee’s commitment hereunder exceed
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *. Licensee shall have the option
to purchase (or spend) either (i) advertising in Marvel’s comic book (Junior Network) at the rate
of * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * per page; or (ii) advertising on Marvel’s age appropriate
owned and operated websites at the rate of * * * * * * * * * * * * * * * * * * * * * * * * * * * * * (for the avoidance of
doubt, the online advertising shall not include “Rich Media” of any kind); or (iii)
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * or (iv)
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *. Marvel agrees to credit the Advertising
Commitment through any subparagraph (iv) executions that occur prior to the Commencement Date. In
the event of any such executions prior to the Commencement Date, the obligation for minimum yearly
expenditures referenced above shall be null and void. Licensee shall give Marvel two (2) months’
prior notice for the placement of advertising. The amount of the Advertising Commitment shall not
be deducted from royalties owed Licensor or from the Minimum Royalty Guarantee; applied to any
deductions permitted under Section 5(a)(ii).


 


29









 






(e) Business Planning Commitment. Licensee shall proactively and openly share
product plans, business plans, sales mix and sales forecast plans, customer plans and
marketing and promotional plans in an on-going manner throughout the Term.
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


 


30









 





14. MINIMUM PRODUCT LINE DEVELOPMENT AND DISTRIBUTION COMMITMENTS.



(a) LICENSOR MOVIE LINES:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




(b) LICENSOR ANIMATED TV SERIES LINES:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



(c) CLASSIC SPIDER-MAN BRAND LINES:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




(d) MARVEL MULTI-CHARACTER BRANDED LINES:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *



(e) MEGA PROPERTY QUALIFYING THEATRICAL RELEASES LINES
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * *




* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *


 


31









 





15. DISPUTE RESOLUTION/TERMINATION





(a) In the event of failure by Licensee to timely pay the royalty payments and/or the
Minimum Royalty Guarantee payments in accordance with Sections 1 and 5 of this Agreement,
Licensor shall have the right to terminate this license fifteen (15) days after receipt by
Licensee of notice in writing, and such notice of termination shall become effective unless,
within such fifteen (15) day period, Licensee shall completely remedy the breach and furnish
the required payments.
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(d) Change in Character of Licensee. It is understood that the grant of the license
herein by Licensor is personal to Licensee. Licensor may terminate this Agreement if: (i) there is
a transfer, in a single transaction or in a series of related transactions, of fifty percent (50%)
or more of (a) the then outstanding shares of common capital stock of Licensee or its “Parent” (as
defined below) or (b) the combined voting power of the then outstanding voting securities of the
Licensee or its Parent entitled to vote generally in the election of directors; (ii) there is a
transfer, in a single transaction or a series of related transactions, of all or substantially all
of the assets of Licensee or its Parent; or (iii) there is a merger or consolidation of Licensee
with another person or entity, in which the shareholders of
Licensee immediately prior to the merger or consolidation cease to control at least fifty percent
(50%) of the outstanding shares of the resulting entity (in each instance, a “Change of Control”).
If Licensor has reason to believe that a Change of Control has occurred, Licensor may request, and
Licensee shall provide, a statement certified by Licensee’s principal executive officer stating
whether or not a Change of Control has occurred and addressing any other particulars reasonably
requested by Licensor. If Licensee has reason to believe that such a Change of Control has
occurred or if Licensee or its Parent publicly proposes to enter into such a Change of Control
transaction, Licensee shall give written notice thereof to Licensor. Within fourteen (14) days
after receiving such notice, Licensor shall give Licensee written notice stating whether it
approves or disapproves any such Change of Control or proposed Change of Control and, in the case
of its disapproval thereof, whether it exercises its right of termination hereunder, if the Change
of Control has already occurred, or will exercise its rights of termination if the proposed Change
of Control is subsequently made; provided, however, that Licensor’s approval of a Change in Control
shall not be unreasonably withheld. The foregoing shall not limit in any way the right of
Licensor, under Section 19(f), to disapprove assignments and other transfers of this Agreement and
the rights hereunder. For purposes of this Section 15(c), Licensee’s “Parent” shall mean any person
or entity in control of Licensee directly or indirectly through one or more intermediaries. *****************************************
*************************************************************************************************************************************
*************************************************************************************************************************************
**********************************************



(e) New Service Agreement. In the event that the New Service Agreement terminates,
this Agreement shall automatically terminate. In the event that this Agreement terminates, the New
Service Agreement shall automatically terminate.



16. OBLIGATIONS ON EXPIRATION OR TERMINATION




(a) Reversion of Right. Promptly upon the expiration or termination of this license
for any cause whatsoever, all the rights granted to Licensee hereunder shall cease and revert to
Licensor, who shall be free to license others to use any or all of the rights granted herein
effective on and after such date of expiration or termination, subject to Licensee’s sell-off
rights. To this end, Licensee will be deemed to have automatically assigned to Licensor upon such
expiration or termination, all copyrights, trademark and service mark rights, equities, good will,
titles and other rights in or to the Property and all adaptations, compilations, modifications,
translations and versions thereof, (except for Licensee’s patents, trademarks, copyrights or other
intellectual property contained in the Licensed Articles that are separate or separable from the
Property, and all adaptations, compilations, modifications, translations and versions thereof ).
Each party shall upon the expiration or termination of this license execute any instruments
requested by the other party to accomplish or confirm the foregoing. Any such assignment shall be
without other consideration than the mutual covenants and considerations of this Agreement. In
addition, upon and after such expiration or termination of this license for whatever reasons,
Licensee will, except as specifically provided in Section 16(e) hereof, forthwith refrain from
further use of the Property or Licensor’s name, or any further reference to any of them, direct or
indirect, or of anything deemed by Licensor to be similar to the Property.


 


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(b) Return of Artwork. Upon termination or expiration of this Agreement for any
reason whatsoever, Licensee shall return to Licensor’s New York Office, sent to the attention of
Senior Contracts Administrator, all artwork or, at Licensee’s option, furnish to Licensor an
affidavit attesting to the destruction of said artwork Property, and all adaptations, compilations,
modifications, translations
and versions thereof, including but not limited to all reproductions and all artwork specially
produced for Licensee by Licensor or others, whether or not paid for by Licensee.




(c) No Release. (i) The termination or expiration of this license shall not
release any party of any obligation to pay any monies that are owed or are owing to Licensor
or arose out of any transaction prior to the date of termination or expiration, and in the
event of a proper termination by Licensor in accordance with the Dispute Resolution process,
all royalties on sales or shipments theretofore made shall become immediately due and payable
with no part of the Minimum Royalty Guarantee being repayable except as set forth herein, and
any balances of the Minimum Royalty Guarantee or any other payments owed or owing to Licensor
shall be immediately due and payable except as set forth herein. Notwithstanding the
foregoing, nothing in this section shall mitigate the effects of the term extensions
described in Section 3(c) hereof,
********************************************************************************************************************************
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(iii) In the event of a full termination by either party of this Agreement pursuant to Section
15(b)(ii) above or Section 19(c) below, Licensee shall have no obligation to pay any further
advances or minimum royalty guarantee payments scheduled to occur following such termination.



(iv) The parties acknowledge that in no event shall Licensee have any obligation whatsoever
to pay to Licensor any portion of the Marketing Commitment which has not been expended by Licensee
or its Affiliates as of the date of termination or expiration of this License.


 


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(d) Inventory. Fifteen (15) days before the expiration of this license and, in the
event of its termination, forty five (45) days after receipt of notice of termination or the
happening of the event which
terminates this license where no notice is required, a statement executed by an officer of Licensee
certifying the number and description of the Licensed Articles in inventory or in process shall be
furnished by Licensee to Licensor’s New York Office to the attention of Senior Contracts
Administrator. Licensor shall have the right to take a physical inventory to ascertain or verify
such inventory and statement, and Licensee’s failure to furnish such statement or the refusal by
Licensee to submit to such physical inventory shall forfeit Licensee’s right to dispose of such
Licensed Articles as provided in Section 16(e) hereof.



(e) Disposal. After expiration of this license, for the Post-Expiration Disposal
Period specified in Section 1(j), Licensee may, except as otherwise provided in this Agreement,
dispose of, on a nonexclusive basis, and in compliance with all of the terms and conditions hereof,
including Section 13, those Licensed Articles which are on hand or in process at expiration,
provided royalties with respect to such Calendar Period are paid and Royalty Reports are furnished
for such Calendar Period in accordance with Section 5 hereof. Royalties on Net Sales during the
Disposal Period may be applied against any unearned balance of the Minimum Royalty Guarantee.
Licensee specifically acknowledges and agrees that it shall carefully plan production, sales and
inventory levels in the final year of the Term so as to leave minimal product and inventory levels
of Licensed Articles within the trade and within its own warehouses or those of distributors at the
end of the Term. *****************************
*************************************************************************************************************************************
*************************************************************************************************************************************
*************************************************************************************************************************************
************************************************************** In the event
that Licensee sells or exploits the Licensed Articles after the Post Expiration Disposal Period or
in excess of the permitted amount, the royalty due Licensor on such sales shall be the Net Sales.
Notwithstanding anything to the contrary herein, Licensee shall not sell or dispose of any Licensed
Articles after termination of this Agreement pursuant to Section 15.



(f) Undisposed Licensed Articles. Upon expiration or termination of this license, or
upon the expiration of the period for disposal where permitted under the previous subsection,
Licensee shall destroy and furnish to Licensor an affidavit attesting to the destruction of all
remaining Licensed Articles, if any, and all tags, labels, packaging, advertising, promotional and
display materials therefore, and elements of the Property and all adaptations, compilations,
modifications, translations and versions thereof in all molds, plates, engravings and/or
mechanicals used to make any of the Licensed Articles or any of the aforesaid materials.



17. REMEDIES




(a) No remedies provided for herein shall limit any other remedies available under this
Agreement or otherwise, provided that the Dispute Resolution process is complied with wherever
applicable.



(b) Use After Termination, etc. Licensee acknowledges that its failure to cease the
use of the Property or to cease sale or distribution of the Licensed Articles at the termination or
expiration of this license, except as expressly provided herein, will result in immediate and
irreparable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges
and admits that there is no adequate remedy at law for such failure, and Licensee agrees that in
the event of such failure, Licensor may be entitled to injunctive relief and such other and further
relief as any court with jurisdiction may deem just and proper.


 


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(c) Interest, Damages and Cost. In the event Licensee shall default in the payment of
monies required to be paid to Licensor hereunder, in addition to any remedies which Licensor may
have at law or in equity to recover any such monies as may be due and owing, Licensor shall be
entitled to receive from Licensee interest on such monies as may be owing from the date of default
at a rate equal to three percent (3%) above the prime lending rate charged by Licensor’s bank in
New York on the date of default.



18. SUBCONTRACT MANUFACTURE




Licensee may utilize a third party subcontract manufacturer approved in writing by Licensor in
connection with the manufacture and production of the Licensed Articles, provided that such
subcontractor shall execute a letter in the form of Exhibit C attached hereto and by this reference
made a part hereof. In such event, Licensee shall remain primarily obligated under all of the
provisions of this Agreement. In no event shall any such subcontract manufacturer Agreement
include the right to grant any further sublicenses. If any manufacturer utilizes the Property for
any unauthorized purposes Licensee shall cooperate fully in bringing such utilization to an
immediate halt. If, by reason of Licensee not having supplied Exhibit C, Licensor makes any
representation or takes any action and Licensor is therefore subject to any penalty or expense,
Licensee shall fully compensate Licensor for any cost or expense Licensor may sustain.



19. GENERAL




(a) Integrity of Agreement. This Agreement and the New Service Agreement contain and
embodies the entire Agreement and understanding of the parties concerning the subject matter
hereof. No warranties, representations, understandings, inducements, promises, guarantees,
agreements or conditions, express or implied, not expressly contained herein, have been made or
shall be enforceable by either party concerning the subject matter hereof or any relationship
between the parties. Nothing contained herein shall be deemed an express or implied warranty on
the part of Licensor that efforts to gain copyright, trademark or service mark registration will be
successful, or that the Property has or will in the future have any commercial value, and it is
understood that no liability shall attach to Licensor for any failure to secure such registration,
nor shall there be any modification hereof for such reason.



(b) Relationship Between the Parties. The relationship between the parties hereto is
that of licensor and licensee, and this Agreement is not to be construed as creating a partnership,
joint venture, master-servant, principal-agent, or other relationship for any purpose whatsoever.
Except as may be expressly provided herein, neither party may be held for the acts either of
omission or commission of the other party, and neither party is authorized to or has the power to
obligate or bind the other party by contract, Agreement, warranty, representation or otherwise in
any manner whatsoever.



(c) Force Majeure. Licensee and Licensor shall be released from their obligations
hereunder and this license shall terminate with respect to such territory, field or part thereof as
to which governmental regulations or other causes arising out of a state of national emergency
render performance impossible for a period of more than ninety (90) days, and provided that one
party informs the other in writing of such causes and its desire to be released. In such event,
all royalties on sales theretofore made with respect to such territory, field or part shall become
immediately due and payable to Licensor. In the event of such a termination or partial
termination, Licensee shall be entitled to a refund of all or a portion of its guarantee payments
in the manner described above in Section 16(c)(ii).


 


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(d) Mailing Addresses. All notices, reports and statements to be given and all
payments to be made hereunder, shall be given or made by hand delivery, email, first class,
Registered or Certified mail, or Federal Express or any overnight delivery service providing notice
of receipt at the address of Licensee set forth above with notice to Licensor to the attention of
Licensor’s legal department to Marvel Characters B.V. and (if applicable) Spider-Man Merchandising
L.P., 417 Fifth Avenue, Mezzanine, New York, NY 10016, unless notification of a change of address
is given in writing. The date of applicable tracking information (tracking information, post-mark,
email confirmations) shall be deemed the date the notice, report or statement is given. The
mailing of a notice by Registered or Certified mail shall constitute notice hereunder even in the
event of refusal to accept by addressee.



(e) Survival and Separability. Notwithstanding anything to the contrary herein, all
provisions hereof are hereby limited to the extent mandated by any applicable law or decisions. If
any one or more paragraphs, clauses or other portions hereof should ever be determined to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction or be illegal,
invalid or invalidated or unenforceable within any jurisdiction by reason of any existing law or
statute, then to that extent and within the jurisdiction in which it is illegal, invalid or
unenforceable it shall be limited, construed or severed and deleted herefrom, and the remaining
extent and/or remaining portions hereof shall survive, remain in full force and effect and continue
to be binding and shall not be affected except insofar as may be necessary to make sense hereof,
and shall be interpreted to give effect to the intention of the parties insofar as that is
possible. In no event shall this Agreement be construed as requiring Licensee or Licensor to
commit any unlawful act or acts whatsoever. All payments hereunder shall be subject to any and all
applicable withholding taxes.



(f) Assignment or Sublicense. This Agreement and the license rights granted hereunder
are personal to Licensee and shall not in any manner whatsoever be assigned, sublicensed,
hypothecated, mortgaged, divided or otherwise encumbered by Licensee to or with any other person or
entity other than to Licensee’s wholly owned subsidiaries and (to the extent necessary to allow
them to act as distributors) Licensee’s distributors without Licensor’s prior written consent which
it may withhold in its sole discretion but no such assignment by Licensee shall release Licensee
from any of its obligations or liabilities hereunder. This Agreement and the provisions hereof
shall be binding at all times upon and inure to the benefit of the parties hereto, their successors
and permitted assigns. Any attempted assignment in violation of the provisions hereof shall be
void ab initio and the assignee shall obtain no rights by reason thereof.



(g) Construction and Jurisdiction. This Agreement shall be construed and interpreted
in accordance with the laws of the State of New York applying to contracts fully executed and
performed in New York. With respect to any provisions of this Agreement that provide for relief in
court, each party agrees to submit to exclusive jurisdiction in the courts (both Federal and State)
of New York State for any action brought by Licensor or Licensee hereunder, to bring no action in
any other court, and each party further agrees to accept service of process by mail at its above
written address. The titles and headings of the sections, subsections and other divisions of this
Agreement are inserted merely for convenience and identification and shall not be used or relied
upon in connection with the construction or interpretation of this Agreement.


 


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(h) No Waiver. None of the provisions hereof shall be deemed to be waived or
modified, nor shall they be renewed, extended, altered, changed or modified in any respect except
by an express agreement in writing duly executed by the party against whom enforcement of such
waiver, modification, etc. is sought. The failure of either party hereto to object to the failure
on the part of the other party to
perform any of the terms, provisions or conditions hereof or to exercise any option herein given or
to require performance on the part of the other party of any term, provision or condition hereof,
or any delay in doing so, or any custom or practice of the parties at variance therewith, shall not
constitute a waiver or modification hereof or of any subsequent breach or default of the same or a
different nature, nor affect the validity of any part hereof, nor the right of either party
thereafter to enforce the same, nor constitute a novation or laches.



(i) Ethics. Each party agrees that no part of the consideration paid pursuant to this
Agreement shall be offered, paid or payable, directly or indirectly, to any governmental official,
political party or official thereof, or any candidate for political office, for the purpose of
influencing any act or decision of such person or party or inducing such person or party to use his
or its influence to affect or influence any act or decision of any national, state or local
government or instrumentality thereof. For the purposes of this Section (i), the term
“governmental official” shall include any officer or employee of a national, state or local
government, or any department, agency or instrumentality thereof, or any person acting in an
official capacity of or on behalf of such government or department, agency or instrumentality.



(j) Prevailing Languages. In the event of any conflict of interpretation between this
Agreement and any translation, the original English version shall prevail.



(k) Code of Conduct. Licensee agrees, on its own behalf and on behalf of any
suppliers/third parties/manufacturers (“Third Party Vendors”) (i) it shall, at its cost, enroll in,
and comply with, all requirements of the Customs-Trade Partnership Against Terrorism (“C-TPAT”) and
(ii) wherever located, it shall ensure that no child labor will be used in the performance of this
Agreement whatsoever. For this purpose, a “child” shall refer to any person younger than 15 (or 14
where local law allows) or, if higher, the local legal minimum age for employment or the age for
completing compulsory education. Third Party Vendors that are young persons or that are employing
young persons who do not fall within the definition of “children” will also comply with any laws
and regulations applicable to such persons. Additionally, all employees will be provided with a
safe and healthy workplace environment, and all employees will work on a voluntary basis, and shall
not be subject to physical or mental punishment of any kind. Further, Licensee and all Third Party
Vendors shall comply with all local laws, including but not limited to, applicable wage laws and
fair employment practices including the practice of non-discrimination on the basis of race,
religion, national origin, political affiliation, sexual preference, or gender. Licensee and all
Third Party Vendors will, at a minimum, comply with all applicable wage and hour laws and
regulations, including those relating to minimum wages, overtime, maximum hours, piece rates and
other elements of compensation, and provide legally mandated benefits. Licensee and Third Party
Vendors will further comply with all applicable environmental laws and regulations. Licensee and
Third Party Vendors shall submit to reasonable on-site inspections conducted by Licensor or its
designated representative, to ensure compliance with all of the provisions of this Section.


 


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(l) Confidentiality. This Agreement and the contents hereof constitute a confidential
business relationship between the parties. Each party acknowledges that significant irreparable
damage could be done to the other party should the terms of this Agreement as well as any
technical, financial, customer, personnel, and/or other business information in written, graphic,
oral, visual or other tangible or intangible forms, financial statements and other financial data,
specifications, patent applications, records, data, computer programs, drawings, schematics,
know-how, notes, models, reports, and samples of a party (together, “Confidential Information”)
become public knowledge. Each party agrees that it will not reveal the terms of this Agreement or
any Confidential Information to
any third party (excluding employees, agents, attorneys, accountants and others to whom Licensor or
Licensee has a legal obligation to disclose and, provided that the other party is given, to the
extent reasonably practicable, an opportunity to review and comment, excluding other legally
required disclosures), and each party shall exercise reasonable precautions to ensure that it or
any of the foregoing persons shall not allow the terms of this Agreement or any Confidential
Information to become public knowledge. If either party is directed by legal process to disclose
such information to any third party, each party shall notify the other party at least fifteen (15)
days (or, if less than 15 days, as much time as is possible under the time constraints imposed by
the applicable legal process) prior to disclosing the information. Additionally, the parties agree
that Confidential Information shall not be used by the receiving party for any purpose other than
as expressly provided for herein.



20. N/A




[SIGNATURE PAGE FOLLOWS]




 


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IN WITNESS WHEREOF, and intending to be legally bound thereby the parties hereto have caused this
instrument to be duly executed as of the day and year first above written.



	 	 	 	 	 
	MARVEL CHARACTERS B.V.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Isaac Perlmutter	 	 
	 

	 	 

Name: Isaac Perlmutter
	 	 
	 

	 	Title: Authorized Representative	 	 
	 

	 	Date: February 17, 2009	 	 
	 
	 	 	 	 
	SPIDER-MAN MERCHANDISING L.P.	 	 
	 
	 	 	 	 
	By:

	 	Marvel Characters, Inc. as General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Isaac Perlmutter	 	 
	 

	 	 

Name: Isaac Perlmutter
	 	 
	 

	 	Title: Chief Executive Officer	 	 
	 

	 	Date: February 17, 2009	 	 
	 
	 	 	 	 
	HASBRO, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brian Goldner	 	 
	 

	 	 

Name: Brian Goldner
	 	 
	 

	 	Title: Chief Executive Officer	 	 
	 

	 	Date: February 17, 2009	 	 
	 
	 	 	 	 
	HASBRO, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ David D.R. Hargreaves	 	 
	 

	 	 

Name: David D.R. Hargreaves
	 	 
	 

	 	Title: Chief Operating Officer and Chief Financial Officer	 	 
	 

	 	Date: February 17, 2009	 	 






 


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Attachments:





	 	•	 	Exhibit A: Licensee’s Royalty Report Form

	 
	 	•	 	Exhibit B: Work Made For Hire Letter Form

	 
	 	•	 	Exhibit C: Subcontract Manufacturer Letter Form

	 
	 	•	 	Exhibit D: Product and Packaging Approval Process and Stages/Policy and
Procedures

	 
	 	•	 	Exhibit E: Licensing Product Approval Form





 


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