EX. 10.1-LICENSE AGREEMENT

EXHIBIT 10.1

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

LICENSE AGREEMENT

D05184

This license agreement (this " Agreement "), which is effective upon the Commencement Date, as defined in Section 1(e) below, is by and between Marvel Characters, Inc., a Delaware corporation with an office at 9242 Beverly Boulevard, Suite 350, Beverly Hills, CA  90210  (“ 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.

1.

BASIC INFORMATION AND TERMS

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.

(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 “ Service Agreement ”), Marvel Entertainment, Inc. 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 ************************************************* (the “ Service Fee ”).  The parties agree that Marvel Entertainment, Inc. is an intended third-party beneficiary of this Agreement.  

3.

GRANT OF LICENSE

(a)

Licensed Articles .  Upon the terms and conditions and with the limitations and exceptions hereinafter set forth, Licensor hereby grants to Licensee and Licensee hereby accepts the non-exclusive (exclusive, to the extent provided in Section 1(f) hereof, in Licensed Categories #1 (Action Figures) and #5 (Non-Costume/Non-Dress Up Action and Role Play Weapons and Accessories)) 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 a re 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 royal ty 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.  

   (i)

   The Term shall be extended by twelve (12) months (to December 31, 2012) if the fourth Spider-Man film is not released by December 31, 2011.

(ii)

If the fourth Spider-Man film is released during 2011, then the Term, for

fourth Spider-Man film tie-in Licensed Articles only, will be extended for a period of 12 months commencing on the United States release date.

   (iii)

   If, during the Term, Marvel and its licensees do not release a minimum of either: five (5) non-Spider-Man Qualifying Theatrical Releases (as defined herein) or four (4) non-Spider-Man Qualifying Theatrical Releases and one (1) Domestic Qualifying Broadcast (as defined herein) of television animation within the United States between the commencement of the Term and December 31, 2011, then the Term of this Agreement shall be extended until one (1) year from date of the earlier of (A) the fifth non-Spider-Man Qualifying Theatrical Release or (B) the later of the fourth non-Spider-Man Qualifying Theatrical Release or the applicable Domestic Qualifying Broadcast, as the case may be, but no such extension shall extend the Term beyond December 31, 2013; provided that if Marvel and its licensees release one or more Qualifying Theatrical Releases or a Domestic Qualif ying Broadcasts during the final calendar year of this Agreement, as it may be extended (a “Final Year Release”), Licensee’s rights with respect to any Final Year Release shall extend through the end of the month that is twelve (12) months after the date of such Final Year Release.

(d)

Eighteen (18) months prior to expiration of the initial 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 twenty one (21) 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 sh all 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.

(ii)

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(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 ye ar 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.  

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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. *******************************************************************
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(b)

Advance and Minimum Royalty Guarantee .  Licensee agrees to pay Marvel the Minimum Royalty Guarantee specified in Section 1(h) as a minimum guarantee against royalties to be paid Marvel and the LP during the Term of this Agreement.  As the first installment of the Minimum Royalty Guarantee, upon the later of December 28, 2005 or the second business day after the Commencement Date, Licensee shall pay Licensor the Advance specified in Section 1(h).  The Advance shall be fully recoupable by Licensee ***********************************************************************************

************************************against Royalties due under this Agreement.  Any unpaid balance of said Minimum Royalty Guarantee shall be paid to Marvel as provided in Section 1(h) to the extent not paid earlier as earned Royalties ************************************************************************************

********************************************.  No part of the Advance or Minimum Royalty Guarantee shall in any event be repayable or refundable to Licensee, except as set forth in this Agreement.   ********************************************************************************
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(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 HSBC Bank USA, Beverly Hills, California 90210; Branch: HSBC Bank USA, 445 N. Bedford Drive, Beverly Hills, California 90210; ABA: 122240861 Account Name: Marvel Characters, Inc.; Reference: D05184 Account #: 167-710923.  If wire is to be made via SWIFT, Licensor’s SWIFT CODE: HSBCUS6L (except for Spider-Man Movie Characters royalty payments, in which event the wire transfer shall be made to Bank of America, 555 South Flower Street, 3rd floor, Los Angeles, CA 90071; Bank Transit ABA #:1210-0-0358; Bank Account #: 1257-4-2 7398; Account Name: Spider-Man Merchandising, L.P. Swift Code: BOFAUS44).  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 p aid 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.

(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 Entertainment, Inc. under the Ser vice 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.

(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 “Attacktix” figure tacti cs games, 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” 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 L icensee’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 appea ring 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, Inc. and are used with permission. Copyright Ó [year of first publication of Marvel material by Licensee, in Arabic numerals] Marvel Characters, Inc.  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, Inc.  All Rights Reserved. (or such other legal line as Licensor may reasonably deem appropriate).

(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, Inc. (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, 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, Lice nsor 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.

(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.

(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 versio ns thereof.

(j)

Licensee shall use commercially reasonable efforts to ensure