AMENDED AND RESTATED STUDIO DISTRIBUTON AGREEMENT MVL PRODUCTIONS LLC AND PARAMOUNT PICTURES CORPORATION

Exhibit 10.1

CONFIDENTIAL

AMENDED AND RESTATED STUDIO DISTRIBUTON AGREEMENT

MVL PRODUCTIONS LLC AND PARAMOUNT PICTURES CORPORATION

This agreement (the “ Agreement ”) dated as of August 31, 2005 is entered by and between MVL Productions LLC (“ Marvel ”) and Paramount Pictures Corporation (“ Paramount ”) amends, restates and supersedes that certain term sheet (the “ Term Sheet ”) dated as of March 25, 2005 between Marvel Studios, Inc. (“ MSI ”) and Paramount with respect to the marketing and distribution of theatrical motion pictures based on Marvel Characters (as defined below). Capitalized terms not defined in the body of this Agreement shall have the meaning set forth in the glossary attached hereto as Exhibit DEF and incorporated herein by reference.

1.              Financing : MVL Film Finance LLC (“ MVL ”) is in the process of securing production financing that will allow MVL to finance the cost of production of a slate of theatrical motion pictures based on Marvel Characters and Marvel Titles pursuant to the terms of a Credit and Security Agreement (the “ Financing ”). This Agreement is conditioned on MVL closing the Financing on or before September 5, 2005 (the “ Outside Financing Date ”).

A.            Paramount shall distribute the first two (2) theatrical motion pictures produced by Marvel using the Financing (each a “ Committed Picture ”). In addition, in the event the Committed Pictures are based on Marvel Characters or Marvel Titles other than “Captain America” or “Nick Fury” then, subject to the terms of Sections 19 and 20, and provided Marvel has availability under its Financing to finance such pictures and provided further that Marvel has not notified Paramount of a termination or cessation of its Financing, Paramount shall also have the right to distribute the first theatrical motion picture produced by Marvel based on each of “Captain America” and “Nick Fury” (the “ Additional Committed Pictures ”). In addition, Marvel, at its election shall have the right to require Paramount to distribute, on the terms set forth herein, up to an additional eight (8) pictures (some of which may be sequels) (e.g., assuming Captain America and Nick Fury are the Committed Pictures, then eight (8) additional pictures, or assuming Captain America and Nick Fury are not the Committed Pictures, then six (6) additional pictures) each based on a Marvel Character(s) or Marvel Title(s) produced using the Financing (the “ Optional Pictures ” and together with the Committed Pictures and the Additional Committed Pictures, the “ Pictures ”). Provided Paramount is not in breach hereunder, Paramount shall have the right to distribute any sequels to Committed Pictures and Additional Committed Pictures if the applicable Committed Picture or Additional Committed Picture has generated worldwide box office gross (as reported by the Daily Variety) of at least two (2) times its Final Audited Budget for such Picture (each, a “ Qualifying Sequel ”). As used herein, the term “Picture” shall include Qualifying Sequels, if and as applicable.

B.            In the event Marvel elects to have Paramount distribute an Optional Picture, which election shall be made in Marvel’s sole discretion, Marvel shall provide written notice

thereof no later than the date on which Marvel receives its initial production advance under the Financing with respect to such Optional Picture, which date shall be no later than the commencement of principal photography (the “Distribution Notice”).

C.            Other than with respect to Qualifying Sequels, Marvel’s right to require Paramount to distribute Optional Pictures shall commence on the date Marvel notifies Paramount that it has closed the Financing which date shall be no later than the Outside Financing Date and conclude on the eighth anniversary thereof.

A.            Paramount shall have the obligation on the terms set forth in this Agreement, to distribute each Picture throughout the world other than in the Reserved Territories (the “ Territory ”). For purpose hereof, the “ Reserved Territories ” are the countries of Australia and New Zealand, Japan, Germany, German speaking Switzerland and Austria, France and French speaking Belgium, and Spain.

B.            Marvel agrees that Paramount shall have a right of first negotiation to purchase all of the Reserved Territories on a Picture by Picture basis or in a group as part of an output deal as elected by Marvel. Paramount and Marvel shall exclusively negotiate with one another upon notice to Paramount from Marvel for a period of fifteen (15) business days (the “ Exclusive Negotiation Period ”). Marvel shall deliver notice of the commencement of the Exclusive Negotiation Period no later than eight (8) weeks prior to the commencement of pre-production with respect to each Picture, except to the extent that (i) Marvel has already entered into an output deal with respect to such Picture, and (ii) Paramount did not acquire such rights during its Exclusive Negotiation Period with respect to such Picture as part of the negotiation of the output deal covering the Picture. If at the end of the Exclusive Negotiation Period Paramount and Marvel have not entered into a written agreement with respect to Paramount’s purchase of the Reserved Territories for the applicable Picture(s), Marvel shall be free to negotiate and enter into an agreement with any other party.

4.              Distribution Rights : Paramount shall have the following rights with respect to each Committed Picture, each Additional Committed Picture, if applicable, each Qualifying Sequel and each Optional Picture for which Marvel has delivered notice to Paramount pursuant to Section 2.B, in the Territory (collectively the “ Paramount Distribution Rights ”) during the Distribution Term:

C.            The exclusive Home Video Distribution Rights which for purposes hereof shall also include the electronic delivery of Pictures at a time(s) determined by the end-user which is intended by the distributor to entitle the end-user to permanently retain the Picture (e.g., download to own); provided Paramount has been delivering its own films of similar budget, genre and stature as the Picture in the same manner, and provided further that if Paramount has

been doing so for less than a substantial portion of its own pictures for less than one (1) year then it must first obtain Marvel’s prior written approval;

D.            Subject to the Television Distribution Rights reserved by Marvel as set forth in Section 5 , the exclusive Television Distribution Rights, including by means of Pay Television Distribution (the “ Paramount Television Distribution Rights ”);

F.             Internet Rights; provided, however , that each party agrees not to exercise or license its respective right to distribute the Picture over the Internet unless and until there exist safeguards that (i) restrict the territorial access and/or downloading by viewers to only those persons located in each parties’ respective territory, (ii) reasonably prevent unauthorized copying of the Picture, and (iii) prevent such exhibition from infringing on the respective parties’ distribution rights. In addition to the foregoing, Paramount shall not distribute a Picture over the Internet unless it is doing so for its own films of similar budget, genre and stature as the Picture.

Paramount acknowledges that it is not acquiring any rights in or to the Marvel Characters or Marvel Titles. Paramount is only acquiring the Paramount Distribution Rights for Committed Pictures, Qualifying Sequels (if applicable, if produced, and if Marvel has not lost pursuant to a foreclosure event under the Financing the underlying motion picture rights to the character(s) on which such Qualifying Sequel is based) and Additional Committed Pictures, if applicable, as and when produced by Marvel through the Financing, and Optional Pictures, if presented to Paramount for distribution.

B.            All rights not expressly granted to Paramount, including without limitation, the following rights: merchandising, soundtrack, videogame, publishing (other than free excerpts for marketing purposes), music publishing, production of derivative works and other audio-visual works based on the Marvel Characters and/or Marvel Titles, including without limitation, television and direct-to-video motion pictures, and all rights in and to the Marvel Characters, Marvel Titles and the Marvel Universe. The foregoing shall not restrict Paramount from using the soundtrack to the Picture in timed synchronization to the visual images of the Picture in connection with the exercise by Paramount of its Paramount Distribution Rights provided such use is not separately charged to an end-user.

6.              Distribution Term : Paramount shall have the right to exercise its Paramount Distribution Rights with respect to each Picture for an initial period of 15 years commencing on the initial Theatrical Exhibition of such Picture (the “Initial Distribution Term”); subject to extension for United States pay television only, until the expiration of the third window under Paramount’s U.S. Pay Television output deal, if such third window has not been completed as of the expiration of the Initial Distribution Term provided that each U.S. Pay Television Exhibition window shall be no longer than five (5) years; subject to extension with respect to all rights other than U.S. Pay Television for an additional two (2) years from the end of the Initial Distribution Term if at the end of the Initial Distribution Term Paramount has not recouped its Distribution Costs and Expenses with respect to such Picture (the “Distribution Term”).

7.              Commercial Tie-Ins/Promotions: During the Co-Promotion/Commercial Tie-In Period, Paramount shall have the right to conduct and control all Co-Promotion/Commercial Tie-Ins with Marvel having a right of meaningful consultation with respect thereto, subject to the early termination of such period as provided below in this Section. Notwithstanding the foregoing, Marvel shall have the right to control all Co-Promotion/Commercial Tie-Ins in the Reserved Territories. Paramount’s Co-Promotion/Commercial Tie-Ins for a Picture shall be no less than those for a major studio theatrical release of similar genre, budget and stature. Notwithstanding Paramount’s rights set forth in the first sentence of this Section, Marvel shall have the right to approve each product for each Co-Promotion/Commercial Tie-In (e.g., Paramount can enter a Co-Promotion/Commercial Tie-In agreement with Burger King but Marvel shall approve any product or premium give away or program) in the United States, Canada, United Kingdom, Italy, China, Mexico, and Korea. The Co-Promotion/Commercial Tie-In Rights granted to Paramount shall be subject to the following: Paramount shall have three (3) months following the later of (a) the date on which Marvel notifies Paramount of its obligation to distribute a Picture, or (b) the date a previously designated Picture commences official pre-production and the lead character has been cast (e.g., the actor playing Captain America has been cast) to secure a Co-Promotion/Commercial Tie-In agreement in the following categories in each country in the Territory: Quick Service Restaurants, Beverage, Packaged Foods (e.g., Salty Snacks/Cereals/Cookies), Electronics (e.g., Samsung, Sony, Panasonic, Batteries), Automobile (e.g., Ford, Chrysler, GM, Toyota), Hotels, Candy, and Financial (e.g., Visa, American Express, Master-Card), and five (5) months for all other categories. The immediately preceding sentence and the immediately succeeding sentence shall apply to the United States, Canada, the United Kingdom, Italy, Mexico, China, and Korea. If by the end of the applicable period Paramount has not secured a Co-Promotion/Commercial Tie-In agreement for a specific category then Marvel shall thereafter have the exclusive right to secure a Co-Promotion/Commercial Tie-In for such category in the applicable country of the Territory; provided however if Paramount is in active negotiations for a category at the end of the applicable period, then Paramount shall have the right to continue such active negotiation for an additional three (3) weeks keeping Marvel fully informed of the progress and status of such negotiation. Notwithstanding the foregoing, Marvel shall have the right to conduct Marvel Family Co-Promotion/Commercial Tie-Ins at any time. Marvel shall have the right, at all times, to conduct Co-Promotions/Commercial Tie-Ins which do not relate to the Picture. For the avoidance of doubt, Paramount’s Co-Promotions/Commercial Tie-In Rights shall not include Sponsorship Rights in any manner or respect. Paramount agrees that no Co-Promotion/Commercial Tie-In agreement shall contain

any term restricting Marvel’s exercise of any of its Reserved Rights, including without limitation, its merchandising rights.

A.            Paramount shall be entitled to receive [redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission] distribution fee (the “ Distribution Fee” ) throughout the Territory on Paramount’s Distribution Rights (other than its Co-Promotion/Commercial Tie-In Rights which shall not be reduced by any distribution fee). No sub-distributor fees shall be charged except as provided in Section 8.C below (for example, from Marvel’s perspective UIP’s theatrical distribution fee shall be [redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission] without any additional Paramount Distribution Fee charged on top). Paramount’s distribution through UIP (or through a joint venture of which Paramount is a party or by Paramount itself either directly or through a new entity) is considered “direct distribution” by Paramount (rather than sub-distribution).

B.            No territory pre-sales, flat deals or similar deals shall be allowed in territories where Paramount directly distributes its own films of similar budget and stature without the prior written approval of Marvel.

C.            Paramount/UIP may sub-distribute the Pictures only in territories where it does not distribute its own films directly and sub-distributes its own films through a non-affiliated sub-distributor. Such sub-distribution shall be on the same terms as Paramount/UIP receives for its own films of similar budget and stature. Amounts received from such sub-distribution shall be included in gross receipts. Paramount/UIP currently sub-distributes in those countries and on those platforms (e.g., Theatrical, Television, DVD) next to each country set forth on Schedule 8.C .

D.            Notwithstanding the foregoing, and Section 3.A, the Pictures shall not be distributed through UIP in the event Paramount does not distribute its own films of similar budget and stature through UIP without Marvel’s prior written approval.

A.            Paramount will pay for all Distribution Costs and Expenses for each Picture. For purposes hereof, “ Distribution Costs and Expenses ” shall be defined as set forth in Exhibit DEF attached hereto; provided however such Distribution Costs and Expenses shall not include or accrue interest, shall be net of discounts, credits, refunds, allowances and rebates, shall not include internal charges or overhead. Paramount’s use of third parties in connection with the creative advertising and marketing shall be generally consistent with its own films of similar genre and budget to the applicable Picture.

B.            Paramount shall spend an amount on Distribution Costs and Expenses for each Picture equal [redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission] to that for its own major theatrical releases of similar budget, genre and stature (the “ P&A Requirement ”); provided that with respect to the Pictures, Paramount shall

spend no less than the following actual and direct out of pocket amounts: (which sums shall be increased or decreased based on the MPAA domestic average percentage increase or decrease for each year from 2004 to the year in which such Picture is domestically Theatrically Exhibited):

[chart redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission]

C.            Paramount’s agreements with exhibitors for the exhibition of the Pictures shall be on the same terms as Paramount receives for its own films of similar budget, genre and stature; provided however following the wide release of such Picture in each territory, Paramount’s agreements with exhibitors shall take into consideration the performance of the Picture. Paramount’s agreements with UIP and with Viacom, Paramount’s sister companies, subsidiaries and/or affiliates of any of the foregoing with respect to Distribution Costs and Expenses shall be negotiated at arms length.

10.           Release Commitment : The initial theatrical release in the United States, Canada and the rest of the Territory for each Picture shall be a “wide release” (as such term is customarily understood in the entertainment industry with respect to major studio releases for pictures of similar budget, genre and stature as such term is applied on a territory by territory basis) unless Marvel approves otherwise. In the context of the foregoing, Marvel shall be meaningfully consulted on the release pattern and distribution pattern. Notwithstanding the foregoing, if UIP uses its commercial best efforts to secure a “wide release” in the Territory (other than the United States and Canada) and it is unsuccessful in securing the number of theatres for the Picture equal to the number of theatres UIP would secure for a Paramount film of similar budget, genre and stature, then Paramount shall not be in breach of this Agreement. If UIP ceases to directly distribute in a Major UIP Territory (as defined below) in which it currently self-distributes and Paramount does not thereafter directly distribute in such territory itself (or through a joint venture in which Paramount is a party), then, unless Paramount is otherwise able to secure a third party distribution arrangement for the applicable Territory that enables Paramount to account to Marvel on the same “source accounting” basis as it did previously, Marvel shall have the right to secure distribution for its Pictures in such territory (it being understood that this provision shall only apply to films which have not yet had an initial theatrical release as of the occurrence of the applicable “cessation” event).

11.           Release Dates : For each Picture delivered by Marvel with a Final Bonded Budget of at least $60 Million, the release windows for the initial domestic theatrical wide release shall be:

A.            annually on or between the first weekend of May and July 4th weekend (for purpose of this term sheet “weekend” shall be defined as Wednesday-Friday) (the “ Summer Release Window ”), and

B.            annually on or between the third weekend of October and the last weekend of November (“ Fall Release Window ” and together with the Summer Release Window the “ Release Windows”) .

C.            For Pictures with a Final Bonded Budget of less than $60 Million only the Fall Release Window shall be guaranteed but Marvel and Paramount may agree on a mutually acceptable alternate release date outside of the Fall Release Window.

D.            Paramount, with respect to the United States and Canada, and UIP, with respect to the rest of the Territory in which UIP directly distributes other than the Reserved Territories (the UIP Territory ”), shall not schedule a release of a Picture within two (2) weeks before or after the scheduled release of MSI picture to be released by a different studio. If another MSI film is scheduled within such two (2) week period after Paramount/UIP, respectively, schedules its release date then Paramount/UIP and Marvel shall together in good faith determine whether to move the scheduled release date; provided however in the event of a deadlock, Paramount’s decision shall prevail. At the request of Paramount, Marvel will in good faith consider agreeing to release one Picture each year on or between the last weekend of July and the second weekend of August. Alternate releases dates shall be subject to mutual approval. Provided Marvel notifies Paramount of the scheduled delivery date (the “ Scheduled Delivery Date ”) for a Picture no later than the commencement of principal photography of such Picture, Paramount shall, provided that the mandatory delivery items for such Picture are delivered in accordance with Paramount’s customary delivery schedule (which schedule shall on a Picture by Picture basis be subject to modifications that are mutually agreed to by the parties through good faith negotiation) no later than the Scheduled Delivery Date, release the applicable delivered Picture in the Release Window immediately following the Scheduled Delivery Date or in that Release Window if the Scheduled Delivery Date occurs during a Release Window unless Marvel approves otherwise.

E.             With respect to pictures (other than the Pictures) that Paramount (or any of its subsidiaries) theatrically releases in the U.S. and Canada, the initial theatrical release date (Wednesday - Friday) of any such picture that opens on more than 1250 screens in the U.S. shall not coincide with the initial U.S. theatrical release date of any Picture. With respect to pictures (other than the Pictures) that UIP theatrically releases on behalf of Paramount in any particular foreign territory in the Territory, the initial theatrical release date of any such picture in such foreign territory shall not coincide with the initial theatrical release date of any Picture in such foreign territory.

F.             Paramount shall not release a Picture outside of the United States and Canada (excluding the Reserved Territories, the “ Paramount Foreign Territory ”) until such Picture has been theatrically released in the United States unless otherwise agreed by Marvel. Marvel shall not release a Picture in its Reserved Distribution Territories prior to the domestic theatrical release of such Picture unless Paramount approves otherwise. A simultaneous United States release and the release in the Reserved Distribution Territories is acceptable to Paramount and a simultaneous United States release and a release in the Paramount Foreign Territory is acceptable to Marvel The initial theatrical release in each country in the Paramount Foreign Territory relative to the initial domestic release shall be consistent with Paramount’s practice for releasing its own films of similar budget, genre and stature.

G.            Paramount shall not be obligated to release more than 2 Pictures during each calendar year and no more than 1 Picture during each Release Window.

H.            With respect to animated Pictures with a budget of $70 Million (adjusted in good faith as animation costs decrease over time) or less, the only release date window commitment shall be the Fall Release Window.

12.           Paymaster/Priority of Payments : Paramount shall provide all paymaster services (as such term is commonly understood in the motion picture industry) in connection with each Picture distributed by Paramount in a manner consistent with such services for Paramount’s own films except as otherwise expressly set forth in this Agreement. On a Picture by Picture basis any and all revenues (e.g., 100% of home video revenues) generated either directly or indirectly from the exploitation of the Paramount Distribution Rights in the Territory during the Distribution Term (for purposes hereof, “Gross Receipts”) shall be distributed in the following order of priority;

B.            Participations, capped at [redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission] of Gross Receipts;

C.            The Distribution Fee calculated on and paid out of 100% of the Gross Receipts generated from the exploitation by Paramount of the Paramount Distribution Rights in the Territory; then

D.            Paramount’s actual out of pocket and verifiable Distribution Costs and Expenses paid out of Gross Receipts generated from the exploitation by Paramount of the Paramount Distribution Rights in the Territory; then

Account Number 10-879177

ABA 021001088

Attn: Collateral Agent, HSBC Bank USA, National Association

HSBC Bank USA, National Association, 452 Fifth Avenue,

New York, New York 10018.

Recoupment by Paramount of its Distribution Costs and Expenses and Distribution Fee shall not be crossed among Pictures. Paramount agrees to serve as paymaster for the payment of Residuals and Participations arising out of Gross Receipts from the Reserved Territories and United States and Canadian Free Television; provided Marvel advises Paramount in advance of the terms of all Participations and Marvel agrees to pay to Paramount an amount equal to such Residuals and Participations as and when such payment obligations come due arising out of such Reserved Rights. Paramount’s obligation to make payments to third parties in its capacity as paymaster pursuant to the immediately preceding sentence is subject to: (a) Paramount’s timely receipt from Marvel of all cost and revenue information relating to Marvel’s exploitation of its Reserved Rights that is reasonably necessary for Paramount to make the applicable computations; and (b) Paramount’s prior receipt from Marvel of all amounts required to be paid by Paramount to the applicable third parties (in Paramount’s aforesaid paymaster role).

A.            The total of Cassette manufacturing costs and Home Video Distribution costs and expenses shall be consistent with amounts spent by Paramount for its own films of similar budget, genre and stature calculated on a sold-through basis; provided, however, Paramount shall be required to obtain Marvel’s prior written approval if such costs and expenses are in excess of [redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission] (exclusive of Residuals) of Home Video Gross Receipts (e.g., amount sold-through). Paramount’s Distribution Fee on Home Video’s shall be calculated on amounts sold through and not sold-in. No distribution fee shall be charged on returns. Paramount agrees that the number of Cassette units of the Picture sold-in shall be consistent with sell-in numbers for Paramount’s own films of similar budget, genre and stature.

B.            The Home Video of each Picture shall be simultaneously released on a sell-through and rental basis unless otherwise approved in advance in writing by Marvel.

C.            Marvel shall approve all bonus content placed on each DVD. The cost of such bonus content shall be included in the production budget and marketing budget for each Picture in a manner consistent with entertainment industry practice based on the type of content in question. Paramount shall place bonus content on each DVD of a Picture similar to the type of bonus content that Paramount places on DVDs of its own pictures of similar budget, genre and stature. Any bonus content that is placed on a DVD and that is paid for by Marvel outside of the production budget shall be recoupable by Marvel after Paramount has recouped its Distribution Costs and Expenses.

D.            Marvel shall have approval over all trailers placed on each Home Video; provided, however, Marvel agrees to approve a reasonable number of trailers to appear before the feature presentation on the Home Video; provided, further, that Marvel shall not be required to approve trailers for films featuring characters from Marvel’s comic book competitors or a comic book character or inappropriate for the target audience. On each Home Video, Marvel shall have the right to require the inclusion of trailers for its own Pictures that are distributed through Paramount.

14.           Windows : The exercise by Paramount of its Paramount Distribution Rights in the United States and Canada shall occur as follows (the “ Subsequent Windows ”):

A.            Home Video/DVD release must occur no later than 7 months following the initial theatrical release of the applicable Picture in the United States and Canada.

B.            Marvel agrees that its exercise of its free television rights shall be subject to Paramount’s customary holdbacks in effect at the time so as to allow for Paramount’s exercise of its Paramount Television Distribution Rights and Paramount agrees that its exercise of its Paramount Television Distribution Rights shall be subject to customary holdbacks and restrictions so as to allow for Marvel’s exercise of its Free Television Distribution Rights in the United States and Canada and in the Reserved Territories. The parties agree to advise each other of any holdbacks or restrictions no later than five (5) days following Paramount’s receipt of the Distribution Notice with respect to Optional Pictures and Qualifying Sequels and the start of principal photography for Committed Pictures.

C.            Distribution window specifics beyond those set forth above shall be negotiated in good faith by the parties on a case by case basis. Marvel and Paramount shall cooperate in the exercise of Marvel’s distribution rights in the Reserved Territories and Paramount’s exercise of its distribution rights in the Territory.

C.             Third Party Credits : Paramount agrees to honor the credit terms contained in agreements entered into between Marvel and any third party with respect to each Picture; provided such terms are not inconsistent with Sections 15.A and 15B and are consistent with applicable guild requirements.

A.             Production : Marvel shall have approval over all production (i.e., budget, location, etc.) and creative matters (director, writer, cast, screenplay, etc). Marvel shall consult with Paramount on material creative matters (i.e., principal cast, writer, director).