AND ALL PROMOTIONAL AND OTHER ADVERTISING AND PUBLICITY MATERIALS OF ALL KINDS;
CUTS, TRIMS, OUTTAKES AND STOCK FOOTAGE, TOGETHER WITH DIGITAL COPIES OF ANY OF
THE FOREGOING.
1.36
"FILM RIGHTS" SHALL MEAN ANY AND ALL RIGHT AND INTEREST, TANGIBLE
AND INTANGIBLE, OF SELLER, THE COMPANY AND ANY OF THEIR AFFILIATES IN, OF, OR
RELATING TO THE FILMS, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
(A)
THE LITERARY PROPERTY FOR EACH FILM;
(B)
THE FILM PROPERTIES FOR EACH FILM;
(C)
COPYRIGHTS, RIGHTS AND INTERESTS IN COPYRIGHTS, RENEWALS AND
EXTENSIONS OF COPYRIGHTS, DOMESTIC AND FOREIGN, INCLUDING ANY SUCH RIGHTS
PURSUANT TO THE SALE AND LEASEBACK TRANSACTIONS OR OTHERWISE, OBTAINED UPON OR
IN RELATION TO ANY FILM OR THE LITERARY PROPERTY OR ANY PART THEREOF, RIGHTS
(BUT NOT THE OBLIGATION) TO MAKE PUBLICATION THEREOF FOR COPYRIGHT PURPOSES AND
TO REGISTER CLAIMS UNDER COPYRIGHT, RIGHTS (BUT NOT THE OBLIGATION) TO RENEW AND
EXTEND SUCH COPYRIGHTS, AND RIGHTS (BUT NOT THE OBLIGATION) TO SUE IN THE NAME
OF ANY PERSON FOR PAST, PRESENT OR FUTURE INFRINGEMENTS OF COPYRIGHT;
(D)
THE ANCILLARY RIGHTS;
(E)
THE RIGHT TO EXPLOIT (INCLUDING, WITHOUT LIMITATION, BY WAY OF
REMAKE OR PREQUEL) ANY FILM IN ANY MEDIA IN ANY LANGUAGE OR AUTHORIZE THIRD
PARTIES TO DO SO, INCLUDING, WITHOUT LIMITATION, THE MUSIC SYNCHRONIZATION
RIGHTS FOR THE MUSIC COMPOSITION AND MUSICAL RECORDING RIGHTS AS CONTAINED IN
SUCH FILMS AND LANGUAGE DUBBING RIGHTS, INCLUDING, WITHOUT
4
LIMITATION, THE RIGHTS TO EDIT, ALTER, DUB, SUBTITLE AND VOICEOVER, IN EACH
INSTANCE SUBJECT TO THE LICENSE AGREEMENTS;
(F)
RIGHTS TO ADVERTISE, PROMOTE AND PUBLICIZE THE FILMS IN ANY MEDIA
AND LANGUAGE IN CONNECTION WITH THE EXPLOITATION OF THE FILMS, INCLUDING THE
RIGHT TO CREATE AND USE TRAILERS AND PROMOTIONAL MATERIALS, THE USE OF SYNOPSES
OF OR BRIEF EXCERPTS FROM THE FILMS, OR FROM THE LITERARY PROPERTY; THE USE OF
THE MUSIC AND DIALOGUE OF THE FILMS, AND THE NAMES, VOICES, IMAGES, LIKENESSES
AND BIOGRAPHIES OF THE LEAD CAST, DIRECTOR, PRODUCER, WRITERS, COMPOSERS, AND
OTHER SIGNIFICANT PERSONNEL OR ENTITIES RENDERING SERVICES FOR OR CONNECTED WITH
THE FILMS, TO THE FULLEST EXTENT POSSIBLE; PROVIDED, HOWEVER, THAT ALL OF THE
FOREGOING SHALL BE SUBJECT TO THOSE RESTRICTIONS SET FORTH IN THE FILM
AGREEMENTS;
(G)
RIGHTS TO USE IN CONNECTION WITH THE EXPLOITATION OF THE FILMS IN
ANY MEDIA AND LANGUAGE, THE NAMES, CREDITS, LOGOS, TRADE NAMES, TRADEMARKS AND
TITLES CONTAINED IN OR INCORPORATED INTO THE FILMS, TRAILERS, POSITIVE PRINTS,
PREPRINT MATERIALS AND VIDEO MASTERS OF THE FILMS AND ADVERTISING AND PUBLICITY
MATERIALS RELATING TO THE FILMS; AND
(H)
TO THE EXTENT NOT COVERED BY SECTION 1.36(A) THROUGH (G), ALL FILM
INTELLECTUAL PROPERTY.
Notwithstanding anything herein to the contrary, Film Rights shall not include
the Bagbridge Rights.
1.37
"FILMS" SHALL MEAN THE GROUP A FILMS AND THE GROUP B FILMS.
1.38
"GAAP" SHALL MEAN UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AS IN EFFECT ON THE APPLICABLE DATE.
1.39
"GOVERNMENTAL ENTITY" SHALL MEAN ANY COURT, ARBITRATOR,
ADMINISTRATIVE OR OTHER GOVERNMENTAL DEPARTMENT, AGENCY, COMMISSION, AUTHORITY
OR INSTRUMENTALITY, DOMESTIC (INCLUDING FEDERAL, STATE