HULK EXCLUSIVE CROSS LICENSE AGREEMENT

EXHIBIT 10.2

HULK  

EXCLUSIVE CROSS

LICENSE AGREEMENT  

This HULK EXCLUSIVE CROSS LICENSE AGREEMENT (" Agreement ") is made and entered into as of September 29, 2006 (" Effective Date ") by and between MVL Rights LLC, a Delaware limited liability company (" MRI "), and MVL Film Finance LLC, a Delaware limited liability company (" MVL "). All capitalized terms used herein without definition shall have the meanings specified in the Credit Agreement referred to below or the Master Agreement referred to below.

WHEREAS, MVL entered into the Credit Agreement pursuant to which the Lenders thereto and as defined therein made available to MVL a film finance credit facility to fund the production of a slate of theatrical motion pictures to be developed and produced by MVL Productions LLC (" MPROD "), a wholly-owned subsidiary of Marvel Studios, Inc. (" MSI "); and

WHEREAS, MRI wishes to license to MVL the right to develop, produce, distribute and exploit live action or animated theatrical motion pictures based upon certain comic book characters and groups of characters on the terms set forth herein; and

WHEREAS, MVL wishes to accept such exclusive license from MRI as more fully set forth herein and as partial consideration therefor wishes to exclusively license to MRI the MVL Granted Rights (as such term is defined below); and

WHEREAS, MSI has advised Ambac Assurance Corporation (“ Ambac ”) that the Marvel characters “The Hulk” and “Iron Man” have become Unencumbered Characters and wishes to finance an Unencumbered Character Project with respect to each of them under the facility available to MVL pursuant to the Credit Agreement; and

WHEREAS, MVL entered into the Amendment No. 1 to the Transaction Documents, dated as of the date hereof, by and among MVL, MPROD, MSI, Marvel Characters, Inc. (“ MCI ”), MRI, Ambac and HSBC Bank USA, National Association, in its capacity as Collateral Agent (as defined in the Credit Agreement) (the “ Amendment ”), pursuant to which certain of the Transaction Documents were amended to permit (i) the transfer of Film Rights in the Unencumbered Characters to the Borrower, (ii) the financing of Motion Pictures based on the Unencumbered Characters as Main Characters under the Transaction Documents and (iii) at MSI’s request, the withdrawal of all rights in an Unencumbered Character if in good faith the conditions to the Initial Funding that is a Film Related Advance related to such Unencumbered Character have not been satisfied and the Control Party has not waived any such unsatisfied conditions as further articulated therein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.              DEFINED TERMS . When used in this Agreement, the following terms shall have the following definitions:

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1.2              " Character Title(s) " shall have the meaning set forth in the MCI Assignment Agreement.

1.4              " Co-Promotion/Commercial Tie-In " means any advertisement or other promotional item or arrangement, which (a) is intended to and does promote both a Picture and the Property on which it is based and one or more other products or services (other products or services shall be referred to herein as " Tie-in Partners "); and (b) contains prominent reference to each applicable Picture as opposed to relating only to the Property; and (c) subject to Section 14.5 of this Agreement, contains MEI’s logo or just (a) and (b) above.

1.5              " Co-Promotion/Commercial Tie-In Period " means with respect to each Picture the period commencing nine (9) months prior to the initial U.S. domestic theatrical release of the Picture and continuing until the earlier of: (a) three (3) months following the initial U.S. domestic DVD release of the Picture or; (b) nine (9) months after the initial U.S. domestic theatrical release of the Picture.

1.6              " Co-Promotion/Commercial Tie-In Rights " means the right to conduct Co-Promotions/Commercial Tie-Ins.

1.7              " Credit Agreement " means that certain Credit and Security Agreement, dated as of August 31, 2005 among MVL, as Borrower, the financial institutions party thereto from time to time, as Lenders, General Electric Capital Corporation, as the Administrative Agent, and HSBC Bank USA, National Association, as Collateral Agent, as the same may be from time to time amended, supplemented or otherwise modified.

1.8              " Derivative Works " shall have the meaning set forth in 17 USC, Section 101 et seq.

1.9              " ECD Material " means all material acquired or created for inclusion in the enhanced or multi-media portion of a CD, CD-Plus, CD-ROM, DVD, virtual file, or any other format whether now known or hereafter devised, including but not limited to, photography, graphics, technology, software, and so-called hyperlinks to URLs.

1.10            " Ephemeral Recordings " means Records created solely for the purpose of facilitating a transmission of a public performance of a Record.

1.12            " Literary Material " shall have the meaning set forth in the Master Agreement, except that for the purposes of this Agreement, Literary Material shall only pertain to the Main Characters or Subsidiary Characters as defined herein.

1.13            " Literary Publishing Rights " means, with respect to each Picture, the right to publish and distribute for sale to the public hardcover or soft-cover printed publications of all or any part of the Literary Material (i.e., copies of the screenplay without images) (other than music and/or lyrics) used in connection with the Picture, at any stage of completion with the foregoing not in any way limiting or including publications included within Merchandising Rights.

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1.15            " Marketing Rights " means, with respect to the advertising, promotion and marketing of each Picture, the right to: (i) publish and authorize others to publish in any language, in any media and in any form, synopses, summaries, adaptations, resumes and stories of and excerpts from the Picture, in each such case of no more than 1,000 words and in each case not offered for sale and not in "comic book" or "comic" form unless approved in advance in writing by MRI; it being agreed that MRI's publication of comic books including or incorporating Picture-Related Items is included as a Reserved Right or if applicable an MVL Granted Right and shall not be deemed Marketing Rights; (ii) use and authorize others to use the name, voice and likeness (and any simulation or reproduction thereof) of any artist appearing in or rendering services in connection with the Picture; (iii) exhibit and authorize others to exhibit in any language by any media, including radio and television, excerpts and clips from the Picture, provided such excerpts and clips will not be offered for sale and will not exceed one (1) minute in length; (iv) create, produce, fix, distribute, perform and otherwise exploit trailers, advertisements, music videos, promotional films, "behind-the-scenes" footage or films, "added value" or "bonus" materials (e.g., director's commentary, promotional-type featurettes) and (v) use any Picture-Related Item or Picture-Related Element in connection with the marketing of the Picture subject to the limitations set forth herein. With respect to "bonus" materials and specifically bonus material on DVDs, MRI shall have the right to include a reasonable amount of content on each DVD of a Picture to promote, market, or advertise its own or a third party product, good, or service licensed by MRI or one of its affiliates. MVL shall have reasonable approval rights over such inclusions, such approval not to be unreasonably withheld.

1.16            " Marvel Handbook " means the Official Handbook of the Marvel Universe (1983 Edition), any other Official Handbook of the Marvel Universe published thereafter and such other source reference material identified by MRI to MVL in writing prior to the commencement of development of a Picture for a Main Character.

1.17            " Master Agreement " means that certain Master Development and Distribution Agreement, dated as of August 31, 2005 among MVL, MPROD and MSI as the same may be amended, supplemented or modified by agreement of the parties thereto.

1.18            " MCI Assignment Agreement " means that certain Assignment Agreement, dated as of August 31, 2005 between MCI and MRI.

1.20            " Merchandising Rights " means, with respect to each Picture, Literary Material and the Property, the exclusive, perpetual, worldwide right to license, sublicense, manufacture, have manufactured, distribute, or sub-distribute, sell, convey, market, advertise, promote and publicize, in any manner and by any means now known or hereafter devised, articles of merchandise and/or products of any kind and nature (including, without limitation, props, toys, board games, video games, home products, novelties, trinkets, souvenirs, apparel, fabric, foods, candy, electronic toys, trading card games, beverages and cosmetics) and the right to license, sublicense, distribute, sub-distribute, sell, market, advertise, promote and publicize, in any manner and by any means now known or hereafter devised, services which embody on or in such merchandise, products or services in whole or in part or in combination with other intellectual property owned or controlled by MCI or

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MRI and/or the Property, New Characters, other characters, designs, visual representations, names, likenesses and/or characteristics of artists, physical properties or any other materials appearing or used in or in connection with the Picture, including the Picture-Related Items and/or Picture-Related Elements, or all or any part of the Literary Material, at whatever stage of completion, and the right to publish, distribute, sub-distribute, sell, advertise, promote and publicize, in any manner and by any means now known or hereafter devised, souvenir programs, picture books, comic books, post cards, movie novels, photo novels, illustration books and activity books or booklets in electronic or physical form which embody the foregoing in whole or in part or in combination with other intellectual property owned or controlled by MRI or MCI and/or the Property, New Characters, other characters, designs, visual representations, names, likenesses and/or characteristics of artists, physical properties or other materials appearing or used in or in connection with the Picture, including without limitation the Picture-Related Items and/or Picture-Related Elements, or all or any part of the Literary Material, in whatever stage of completion or Clip Rights in connection therewith. "Clips Rights" shall mean a royalty-free right (excluding reuse fees, residuals and any and all third party fees) by MRI to use or license third parties to use stills and/or clips (and/or music), not exceeding two (2) minutes in running time, from each of the Pictures in or in conjunction with Merchandising Rights or Reserved Rights, including articles, venues or services (including in its on-line services, the worldwide web and other electronic means of distribution) licensed by MRI and the right to use the same in connection with the exercise by MRI of its Co-Promotion/Commercial Tie-In Rights.

1.21            " Minor Character " means those characters set forth under the heading “ Hulk ” on Schedule 1.17 of Exhibit A to the Amendment.

1.22            " MRI Family Co-Promotion/Commercial Tie-In " means a co-promotion/commercial tie-in in which (A) the intellectual property licensed by MRI includes not less than two (2) Main Characters, Subsidiary Characters, or Minor Characters (or one (1) of any of the foregoing with another Marvel character); and (B) no one Main Character, Subsidiary Character or Minor Character shall appear more prominently than any one other character in such co-promotion/commercial tie-in.

1.23            " Musical Composition " means a musical composition, irrespective of length, comprised of, but not limited to, lyrics, spoken words, sounds, arrangements and bridging passages. Recordings of more than one (1) arrangement, translations, adaptation, derivative work or version of the same Musical Composition or Record shall be considered, collectively, a recording of one (1) Musical Composition for all purposes under this Agreement.

1.24            " Music Publishing Rights " means, with respect to each Picture, the right to: (i) publicly and privately perform, or license the right to publicly and privately perform, the Musical Compositions in any manner and in any and all media now known or later developed, including, without limitation, all forms of theatrical and non-theatrical exhibition, free, pay, subscription, toll and basic origination television and radio whether programming is transmitted or distributed by over-the-air broadcast, terrestrial broadcast, microwave, cable, closed circuit or direct broadcast, satellite, or so-called podcast, and use in trailers, advertisements, promotional material, Records and all other forms of audiovisual device for home use or otherwise, and any electronic media, whether interactive or not, including, without limitation, videogames, the Internet, or by any other means, methods or modes now known or later developed; (ii) substitute a new title or titles for Musical Compositions and to make, or license the right to make, any arrangement, adaptation, derivative

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work, translation, dramatization or transposition of Musical Compositions, in whole or in part, and couple Musical Compositions with any other musical, visual imagery, literary or dramatic material; (iii) secure existing and new copyrights and all registrations thereto, including any and all renewals and extensions of copyright under any present or future laws, and any and all other rights, claims and demands (to the extent the party granting the rights described herein has any such rights, claims or demands) that any artist, producer or other copyright holder now has or to which they might be entitled or that hereafter they could or might secure with respect thereto if these presents had not been made, and to have and to hold the same with respect to Musical Compositions, absolutely and forever throughout the world in perpetuity; (iv) make, or license the right to make, Records, sound tracks, pressings, and all other mechanical, electrical or other reproductions of Musical Compositions, in whole or in part, in any form or manner, including the right to synchronize the same in timed relation with Records (including, but not limited to sound motion pictures, television, home videos and other media now known or later developed) and the right to copy, manufacture, reproduce, advertise, license, publish, distribute, sell or otherwise use and exploit Musical Compositions, and all reproductions thereof, for any and all purposes and by any and means, method or mode now or later developed, including, but not limited to, over-the-air broadcasting, terrestrial broadcasting, webcasting, podcasting, television and all other transmission or distribution means, methods or modes now known or later developed; (v) print, publish, display and sell sheet music orchestrations, arrangements and other editions of Musical Compositions in all forms, including, but not limited to, the right to include any and all Musical Compositions in song folios and lyric magazines with or without music, and the right to license others to include, any and all Musical Compositions in song folios and lyric magazines with or without music; and (vi) any and all other rights of every and any nature now or hereafter existing under and by virtue of any common law rights and any copyrights (and renewals and extensions thereof) in any and all Musical Compositions.

1.25            " Music Rights " means, with respect to each Picture, the right to license, record, copy and/or reproduce musical compositions for use in synchronization or timed relation with the visual component of the Picture.

1.26            " MVL Granted Rights " means: (A) (i) the Publishing Rights, (ii) the Literary Publishing Rights, (iii) the Music Publishing Rights in and to the Musical Compositions embodied in a Soundtrack, (iv) the Soundtrack Recording Rights (and the right to receive Statutory Copyright Revenues associated therewith), (v) the Marketing Rights, on a non-exclusive basis, (vi) the right to use and exploit in any manner now known or hereafter devised for any purpose, in whole or in part, the Literary Material or the Picture, subject to the Rights, (vii) exclusive, worldwide, transferable (including sublicenseable), irrevocable, fully paid-up and perpetual right and license to exploit any New Characters in any manner now known or hereafter devised, including without limitation, the right to make Derivative Works based on the New Characters, subject to the Rights, provided however, to the extent a New Character is an enhancement or modification to an existing Subsidiary Character or Minor Character, MRI shall have the right to use such New Character in any manner without restriction, including without limitation any restriction imposed by the Rights, (viii) all right, title and interest in and to the Merchandising Rights on an exclusive, worldwide, perpetual, transferable (including sublicenseable), fully paid-up basis to the extent and if for any reason the Merchandising Rights are not determined to be Reserved Rights and (ix) all right, title and interest in and to the Publishing Rights on an exclusive, worldwide, perpetual, transferable (including sublicenseable), fully paid-up basis to the extent and if for any reason the Publishing Rights are not determined to be Reserved Rights; and (B) the exclusive, transferable (including sublicensable),

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perpetual, irrevocable, fully paid-up, worldwide right and license to use in any manner and for any purpose, including without limitation, the right to modify, alter, edit, add to, subtract from, or combine any Picture-Related Item or Picture-Related Element or other elements or material from the Picture, including without limitation, in connection with or as part of the rights set forth in clause (A) of this Section 1.29 , or in connection with or as part of the Reserved Rights (as defined in Section 5 below), including without limitation, the Merchandising Rights and the Publishing Rights or in any other manner. The rights set forth in this Section 1.29 further include without limitation the exclusive, transferable, perpetual, irrevocable worldwide right and license to market, promote, advertise, exploit, sell, license, sublicense, distribute, subdistribute, alter, modify, edit, use and create derivative works based on or using the rights set forth herein, the right to bring any claims or causes of action in MRI's name or in the name of MVL and to retain any sums received in connection therewith in connection with the rights granted to or reserved for MRI in this Agreement, and with respect to the Music Publishing Rights to register the Musical Compositions with any performing rights organizations.

1.27            " New Characters " means all new characters and all enhancements to pre-existing Main Characters, Subsidiary Characters or Minor Characters and all other items or properties of any description created by or for MVL, or which otherwise first appear in a Picture or Derivative Work produced or created by or for MVL or in connection with the marketing, distribution and/or exploitation of any such Picture or Derivative Work or the exercise by MVL of any of its Rights.

1.28            " Picture " means a first-class live action (which may include CGI) or animated (which may include CGI) motion picture produced in the English language with a running time (excluding credits) of at least 86 minutes and no longer than 150 minutes intended to be and which shall be initially released and exhibited through Theatrical Distribution in movie theaters in the United States (or simultaneously around the world) based on either: (i) the Main Characters (or the Subsidiary Characters subject to the restrictions set forth in Section 3.2.2 below) or (ii) an individual Character Title, which qualifies for an MPAA rating no more restrictive than "PG-13" (or the equivalent thereof if such rating no longer exists) and which has a Direct Negative Cost of not less than $50 Million and not more than $165 Million (the " Maximum Budget "); provided , however , the Maximum Budget amount may be increased with the prior written consent of the Control Party.

1.29            " Picture-Related" or "Picture-Related Item " means any merchandise, product, service, element or other item of any nature relating to the Property with respect to which either the item itself, or its packaging (or "hang-tags") or its marketing or promotional materials, explicitly references a Picture (e.g., "Now a major motion picture") or contains, uses or incorporates any distinguishable element, artwork, design, logo or other material, whether physical or digital, tangible or intangible, which first appears in a Picture or is created by or for MVL in connection with any Picture or Literary Material or the marketing or co-promotion thereof, including without limitation, any New Character(s) or the name or likeness of any actor or other creative element performing services in connection with any Picture (a " Picture-Related Element "), irrespective of whether such Picture-Related Element is combined with other elements or images which are newly created or are taken from the Property or other sources.

1.30            " Property " means the Main Characters, Subsidiary Characters and Minor Characters.

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1.32            " Publishing Rights " means, in addition to such related rights included in the Merchandising Rights, all publishing rights (whether in digital or print form) with respect to each Picture, the Property and Literary Material including without limitation the right to create anthologies, series of books, novels, "how to" books, guide books, fictional or non-fictional books based on all or part of the Picture, Property or Literary Material in hard cover or soft cover and the right to make text with or without supplemental pictures, images or artwork or comic books (consisting of text and pictures, images or artwork) based on each Picture, the Property and/or Literary Material and the right to make any of the foregoing available to a reader by means of a digital or electronic delivery system (e.g., by means of CD-ROM, DVD or the Internet), whether or not the foregoing includes characters in motion accompanying such text, and the right to use continuous or intermittent music in connection with the foregoing in its sole discretion, in each such case, other than as limited by the Distribution Rights granted to MVL hereunder.

1.33            " Records " means all forms of reproductions and phonograph records now known or later developed, including all material objects, recordings of all type, virtual files, and products and devices of every kind and character in which sound or sound accompanied by visual images are fixed by any method now know or later developed and from which sound or sound accompanied by visual images can be recorded and later perceived, reproduced, transmitted, downloaded or otherwise communicated to listeners, either directly or with the aid of a machine or device now known or later developed, including via radio, television, film, the Internet or any other manner of medium.

1.36            " Soundtrack " means all Records manufactured or otherwise derived, in whole or in part (including using Musical Compositions from non-Picture sources), from any Musical Composition utilized in the Picture or from a re-recording, re-arrangement, adaptation, translation, derivative work or modified version of any Musical Composition utilized in the Picture, including without limitation, in whole or in part, any and all Musical Compositions and Records created by or for MVL.

1.37            " Soundtrack Recording Rights " means the right to: (i) manufacture, reproduce, display, distribute, download, transmit or otherwise deliver; (ii) sell, license, lease, rent, release, import, export, transfer, convey, advertise, promote, publicize, market, or otherwise deal in, dispose or exploit, under any trademark, trade name and/or label, or refrain from such dealings; (iii) adapt, create derivative works of, couple and otherwise use; (iv) prepare Ephemeral Recordings of; (v) publicly and privately perform, or license the right to publicly and privately perform, in any manner and in any and all media now known or later developed, including, without limitation, all forms of theatrical and non-theatrical exhibition, free, pay, subscription, toll and basic origination television and radio whether programming is transmitted by over-the-air broadcast, terrestrial broadcast, microwave, cable, closed circuit or direct broadcast satellite, so-called podcast, use in trailers, advertisements, and promotional material thereof, Records and all other forms of audiovisual device for home use or otherwise, and any electronic media whether linear or not, and any interactive uses including, without limitation, the Internet, or by any other means, methods or modes now known or

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later developed; and (vi) secure existing and new copyrights and all registrations thereto, including any and all renewals and extensions of copyright under any present or future laws, and any and all other rights, claims and demands that any writer, composer, producer or other copyright holder now has or to which they might be entitled or that hereafter they could or might secure with respect thereto if these presents had not been made, and to have and to hold the same with respect to all Records manufactured or otherwise derived, in whole or in part, from the Soundtrack, absolutely and forever throughout the world in perpetuity.

1.39            " Statutory Copyright Revenue Rights " means the right to collect Statutory Copyright Revenues, and the right to collect or to arrange for the collection of Statutory Copyright Revenues resulting from the secondary transmission or re-transmission of each Picture, by any means now known or hereafter devised.

1.40            " Statutory Copyright Revenues " means, with respect to each Picture, all royalties, fees and other revenues which are entitled to be collected by reason of any statute, governmental regulation or operation of law, based upon or in connection with, in whole or in part, or directly or indirectly, any exercise of the Distribution Rights in and to the Picture.

1.41            " Subsidiary Characters " means those characters set forth under the heading “ Hulk ” on Schedule 1.27 of Exhibit A to the Amendment.

1.42            “ Unencumbered Character ” and “ Unencumbered Characters ” shall have the meanings set forth in the Amendment.

1.43            “ Unencumbered Character Project ” means live action or animated feature length theatrical motion picture, the screenplay for which is based on one or more Unencumbered Characters.

2.              SUBSEQUENT NOTICE . MVL shall not be entitled to exercise any of the Rights (as defined below), other than as may be incidental to the pre-production of a Picture (for example, script development and writing, production planning and the like) until MRI shall have delivered a written notice to MVL authorizing MVL to exercise the Rights. Such notice may be delivered to any party entitled thereto as a condition to financing under the Credit Agreement. MRI shall be entitled to give or not give such notice in its sole discretion. MRI shall not assign the right to provide such notice to any person except to an Affiliate of MEI. The requirement to provide such subsequent notice shall in no event impair the vesting of title in the Rights as licensed by this Agreement in MVL.

3.1               Grant of Rights . Subject to the terms and conditions of this Agreement, and subject to the terms and conditions of the Amendment, including Section 2 of the Amendment with respect to the option to remove the Property, MRI hereby grants to MVL the following rights (collectively, the " Rights "):

3.1.1      The exclusive, worldwide, transferable (including without limitation sublicenseable), irrevocable and perpetual right to produce the Pictures (each of which shall initially

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be released through Theatrical Distribution), and sequels, prequels to and remakes of the Pictures (the " Production Rights ");

3.1.2      The Music Rights, on an exclusive, worldwide, transferable (including without limitation sublicenseable), irrevocable and perpetual basis;

3.1.3      The Distribution Rights for each Completed Film based on the Hulk, on an exclusive, worldwide, transferable (including without limitation sublicenseable), irrevocable and perpetual basis;

3.1.4      The Co-Promotion/Commercial Tie-In Rights, for each Completed Film based on the Hulk, during the Co-Promotion/Commercial Tie-In Period on an exclusive, worldwide, irrevocable, transferable (including without limitation sublicenseable), basis subject to the terms of Section 8 ;

3.1.5      The Marketing Rights, on a non-exclusive, worldwide, transferable (including without limitation sublicenseable), irrevocable and perpetual basis;

3.1.6      The Statutory Copyright Revenue Rights with respect to the Rights (as opposed to the MVL Granted Rights) (e.g., Statutory Copyright Revenues associated with Music Publishing Rights shall be retained by MRI as part of the MVL Granted Rights), on an exclusive, worldwide, transferable (including without limitation sublicenseable), irrevocable and perpetual basis;

3.1.7      The exclusive right, in connection with the exercise of the Rights granted pursuant to Sections 3.1.1 through 3.1.5 above and subject to the limitations set forth in Section 3.2 below, to use the name of a Main Character, Subsidiary Character, and Minor Character, as applicable, in or in connection with a Picture based upon such Main Character, Subsidiary Character, Minor Character or Character Title as applicable, it being acknowledged by MVL that such right is exclusive only as to the Pictures and that MRI retains such right in all other circumstances; and

3.1.8      The non-exclusive right, subject to Section 14.5 below to use the "Marvel" name and logo in or in connection with each of the forgoing rights specified in this Section 3.1 .

No rights set forth in Sections 3.1.1 and 3.1.8 may be transferred, licensed, sublicensed or otherwise conveyed, granted to, or exercised by, a Competitor (as defined in the Master Agreement). MVL may only exercise the rights granted in this Section 3.1 in a manner consistent with the terms hereof.

3.2.1       Title Limitations . Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, MVL shall only have the right to use the name of a Main Character or Subsidiary Character, as applicable, as or as part of the title of a Picture which is based upon such Main Character or Subsidiary Character (e.g., the "Hulk" name may only be used in or in connection with a Picture based upon "Hulk"). Further, MVL shall not have the right to: (i) use the name of a Main Character or Subsidiary Character as or as part of the title of a Picture which is based upon a Character Title (e.g., the "Hulk" name may not be used as or as a part of the title of a

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Picture based upon the "Avengers;" provided , however , that for the purpose of clarity such name may be used in or in connection with such Picture, but not in the title, if the "Hulk" character appears in such Picture); or (ii) use a Character Title as or as part of the title of a Picture which is based upon a Main Character (e.g., "Avengers" may not be used as or as a part of the title of a Picture based upon "Hulk"; provided , however , that such limitation shall not apply if the Picture is based upon the "Avengers" and the "Hulk" character is a member of an ensemble cast appearing in such Picture). Without the prior written consent of MRI, each Main Character or Character Title may only be used in or in connection with a Picture based upon such Main Character or Character Title, as applicable; provided , however , that the Main Characters listed on Schedule 3.2.1 may be used in connection with a Picture based on the applicable Character Title (e.g., "Hulk" may only be used in or in connection with a Picture based upon "Hulk" or in a Picture in which "Hulk" is a member of an ensemble cast of the "Avengers" and may not be used in a Picture based upon, for example, "Doctor Strange").

3.2.2       Subsidiary Character and Minor Character Limitations . MVL's right to use the Minor Characters in or in connection with a Picture pursuant to the exercise of the grant of Rights set forth in Section 3.1 above shall be at all times and instances non-exclusive. Further, no Minor Character may be used in the title of a Picture or be the principal character of a Picture, and each Subsidiary Character or Minor Character may only be used in or in connection with a Picture based upon the Main Character or Character Title, as applicable, associated with the Subsidiary Character or Minor Character (e.g., "Abomination" may only be used in or in connection with a Picture based upon "Hulk" and may not be used in a Picture based upon "Doctor Strange" or in a Picture in which "Hulk" is a member of an ensemble cast such as the "Avengers"); provided however , if a Subsidiary Character has appeared in a Picture, then thereafter, such Subsidiary Character may be the principal character in a Picture based on such Subsidiary Character (e.g., if Abomination has appeared in Hulk, Abomination may then be the principal character in a movie about Abomination). The preceding restrictions are of specific importance and are conditions of the grant of Rights set forth in Section 3.1 .

3.2.3      New Characters . The restrictions set forth in Section 3.2.2 shall not apply to New Characters.

4.              MVL - MRI GRANT OF RIGHTS . Subject to the terms and conditions of the Amendment, including Section 2 of the Amendment with respect to the option to remove the Unencumbered Characters, in consideration of MRI's grant of rights to MVL as set forth above and for other consideration the receipt and sufficiency of which is hereby acknowledged, MVL hereby grants, conveys and transfers to MRI, and MRI hereby accepts, a worldwide, exclusive (other than the Marketing Rights which are non-exclusive), transferable, irrevocable, fully-paid up and perpetual right and license to the MVL Granted Rights. It is the intention of the parties that the Merchandising Rights and Publishing Rights be Reserved Rights. If for any reason whatsoever all or part of the Merchandising Rights or all or part of the Publishing Rights are deemed not to be Reserved Rights, then the grant of rights set forth in this Section 4 shall automatically be deemed to include and shall and does include a grant to MRI of the Merchandising Rights and or Publishing Rights on an exclusive, perpetual, irrevocable, transferable, sub-licenseable, worldwide, royalty free, fully paid up basis and which grant shall be deemed by the parties to be part of the MVL Granted Rights. The MVL Granted Rights include all rights to any of such rights that may be hereafter created, acquired or licensed-in by MVL.

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5.              MRI’S RESERVED RIGHTS . Notwithstanding anything to the contrary set forth in this Agreement, MRI hereby reserves all rights of any kind and nature (including, without limitation, with respect to each Picture, Property, Literary Material or other item, right or material) not expressly granted to MVL pursuant to Section 3.1 hereof, including without limitation (collectively the " Reserved Rights "):

5.3          The exclusive, perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide right to produce, distribute and otherwise exploit any audio-visual work (or audio or visual), either live action or animated, of any length, or cause any of the foregoing to occur, which is produced for initial exploitation by any means other than Theatrical Distribution, including without limitation direct sales to the home market or the Internet;

5.4          The exclusive, perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide right to produce, distribute and otherwise exploit or cause any of the foregoing to occur television programs, whether live action or animated, including without limitation, movie of the week, mini-series, long form, and episodic television programs which are intended for initial exploitation by means of television;

5.5         The exclusive, perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide right to license, construct and operate theme park attractions (including any and all location-based attractions and outdoor amphitheater shows), restaurants and arena shows (including ice shows and other touring shows);

5.6         The exclusive, perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide right to produce or authorize live stage productions. Notwithstanding the foregoing, no live stage show may be recorded and/or transmitted for Theatrical Distribution.

5.7         The exclusive, perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide right to broadcast by means of radio, audio-only programs; provided , however , that the foregoing shall not limit MVL’s right to advertise and promote each Picture by means of radio;

5.8         The right to conduct co-promotions and/or commercial tie-ins with respect to the Property that do not include the Picture on a perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide basis;

5.9         MRI Family Co-Promotions/Commercial Tie-Ins, on a perpetual, irrevocable, transferable (including without limitation sublicenseable), worldwide basis;

5.10       With respect to the Reserved Rights, the right to market, advertise and promote any or all of such Reserved Rights by any means, manner or medium now known or hereafter devised and the right to cause any of the foregoing Reserved Rights to occur.

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                 6.1         Subject to (a) the effective grant of the applicable rights pursuant to Section 4 (i.e., provided MVL has or acquires the Music Publishing Rights with respect to a Musical Composition to grant to MRI) or if MRI owns the Music Publishing Rights as a result of an agreement with MVL or the applicable production services company to create such Musical Composition and such agreement grants ownership of the Music Publishing Rights to MRI; and (b) the terms of this Agreement, MRI agrees to pay or cause to be paid to MVL the Music Publishing Royalty set forth on Exhibit C attached hereto.

6.2         Subject to (a) the effective grant of the applicable rights pursuant to Section 4 (i.e., provided MVL has or acquires the Soundtrack Recording Rights to grant to MRI) or if MRI owns the Soundtrack Recording Rights as a result of an agreement with MVL or applicable production services company to create a Soundtrack for a Picture and such agreement grants ownership of the Soundtrack to MRI; and (b) the terms of this Agreement, MRI agrees to pay or cause to be paid to MVL the Soundtrack Royalty set forth on Exhibit D attached hereto.

7.              SERVICES FEE AND BACKEND PARTICIPATION . Following an Event of Default (as defined in the Credit Agreement), if a Picture is produced and MSI or its designee or assignee is not receiving its Affiliate Producer Fee (as defined in the Master Agreement) then MRI or its designee or assignee shall receive for each such Picture a fixed service fee of US$750,000 (" Fixed Services Fee ") and Two and One-Half Percent (2.5%) of One Hundred Percent (100%) of the aggregate of Gross Receipts and Co-Financing Amounts (both as defined in the Master Agreement) derived from the exploitation of each Picture (" Back-End Services Fee "). No Back-End Services Fee shall be paid to MRI or its designee or assignee with respect to a Picture until the Participations (as defined in the Master Agreement) otherwise payable to MSI or its designee or assignee for said Picture equals the Fixed Services Fee. The Fixed Services Fee shall be payable pursuant to the payment schedule for the Fixed Producer Fee set forth in the Master Agreement.

8.              CO-PROMOTION/COMMERCIAL TIE-IN RIGHTS . MVL shall not enter into any Co-Promotion/Commercial Tie-In with a theme park without MRI's prior written approval, such approval not to be unreasonably withheld or delayed; provided , however , that MVL shall be entitled to withhold its consent in its sole discretion due to any conflict with that certain theme park licensing agreement dated as of March 22, 1994 between MCA Inc. (" MCA ") and Marvel Entertainment Group, Inc., as amended (" MCA Agreement "), or any other existing agreement pertaining to theme parks. With respect to the use of " Premiums " (Premiums to be defined as a giveaway, merchandise or other promotional item used by or in connection with Tie-In Partners (e.g., a "Hulk" action figure, cup or t-shirt distributed with children’s' meals at a fast food restaurant), MRI shall have the right to approve all Premiums which approval may be withheld for any reason or no reason. MVL shall fully consult with MRI regarding, and give good faith consideration to, conducting Co-Promotions/Commercial Tie-Ins with MRI's pre-existing promotional partners. MVL shall not at any time enter into any Co-Promotion/Commercial Tie-In agreement, which includes exclusivity provisions or other terms, which would restrict MRI's right to conduct or exercise its Merchandising Rights. Notwithstanding anything contained in this Agreement to the contrary, MRI shall at all times be permitted to conduct MRI Family Co-Promotions/Commercial Tie-Ins. MRI shall have the right, at all times, to conduct co-promotions/commercial tie-ins which do not relate to any Picture. For the purpose of clarity, MRI's exercise of its Reserved Rights and/or the MVL Granted Rights shall not at any time and in any manner whatsoever be deemed to conflict with MVL's Co-Promotions/Commercial Tie-In Rights. Further, the exploitation by MCA of its rights pursuant to the MCA Agreement shall not at any time

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and in any manner whatsoever be deemed to conflict with MVL’s Co-Promotion/Commercial Tie-In Rights. For the avoidance of doubt, MVL's Co-Promotions/Commercial Tie-In Rights shall not include "Sponsorship Rights" in any manner or respect. “ Sponsorship Rights ” are defined as a promotional arrangement between MRI (or a third party which has been authorized by MRI) to conduct a live event and a company, which desires to associate its products or its brand with such live event; provided, however, that Sponsorship Rights shall not preclude MVL from holding a premiere party for the Picture. MRI shall have the right to conduct Co-Promotions/Commercial Tie-In following the expiration of the Co-Promotion/Commercial Tie-In Period.

9.              CONSULTATION/APPROVAL . MRI shall have the following consultation and approval rights with respect to MVL's exercise of the Rights in connection with each Picture:

9.1          Consultation Rights . MRI shall have a right of full and meaningful creative consultation with respect to each of the following (" Consultation Rights "): (i) all key creative elements, personnel and facilities (e.g., budgets, writers, producers, key crew members, principal visual effects vendor, principal post-production facility); (ii) the worldwide marketing budgets, plans and release schedules, and all other key creative marketing aspects of each Picture, including without limitation, all images, one sheets, billboards, trailers, packaging for Video Items, newspaper ads and television ads. MRI shall exercise the Consultation Rights in a reasonable manner and not so as to frustrate the full and timely development, production and/or exploitation of each Picture. For the avoidance of doubt, "consultation" shall mean MVL ensuring in advance and in good faith that MRI has the opportunity to participate in connection with the above referenced Consultation Rights.

9.2          Approval Rights . MRI shall have the right to approve (" Approval Rights "): (i) the story or other "first" writing step (including the basic setting); (ii) each draft of the screenplay, including without limitation, the final screenplay; (iii) the powers, costumes, key animation design (if applicable) and "look" of each Main Character, Subsidiary Character, Minor Character and Character Title and any other element not expressly set forth in order to ensure the consistency thereof to the Marvel Handbook or such other source reference material identified by MRI to MVL in writing prior to the commencement of development of a Picture for such Character or Character Title (" Character Integrity "); (iv) the advertising and marketing materials in order to ensure Character Integrity; (v) the creation and use of New Characters, including each New Character's powers, origin story, costume, key animation design (if applicable) and "look"; (vi) the director; (vii) the principal cast members; (viii) the use of any Trademark (as defined in the MCI Assignment Agreement); (ix) the exercise of the Co-Promotion/Commercial Tie-In Rights as set forth in Section 8 above; and (x) edits, dubs, subtitles and other alterations to the Completed Film (as defined in the Master Agreement) made in connection with the marketing, distribution or exploitation of such Completed Film solely in order to ensure Character Integrity .

9.3          Post Event of Default Creative Approval Rights . From and after an Event of Default and following foreclosure on the Collateral (as such terms are defined in the Credit Agreement), MRI shall not have any of its rights set forth in Sections 9.1 and 9.2 above, but shall instead have the Approval Rights set forth in this Section 9.3 , which rights shall be limited to MRI's right to approve: (i) the story or other "first" writing step (including the basic setting) solely in order to ensure Character Integrity; (ii) each draft of the screenplay, including without limitation, the final screenplay solely in order to ensure Character Integrity; (iii) the powers, costumes, key animation design (if applicable) and "look" of each Main Character, Subsidiary Character, Minor Character

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and Character Title and any other element not expressly set forth solely in order to ensure Character Integrity; (iv) the advertising and marketing materials solely in order to ensure Character Integrity; (v) the creation and use of New Char