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(“Spider-Man”) Cr PRIVILEGED ATTORNEY-CLIENT COMMUNICATION EXECUTIVE SUMMARY SECOND AMENDED AND RESTATED LICENSE AGREEMENT (“SPIDER-MAN”) CREATIVE ISSUES This memo summarizes certain terms of the Second Amended and Restated License Agreement (“Spider-Man”) between SPE and Marvel, effective September 15, 2011 (the “Agreement”). 1. CHARACTERS AND OTHER CREATIVE ELEMENTS: a. Exclusive to SPE: . The “Spider-Man” character, “Peter Parker” and essentially all existing and future alternate versions, iterations, and alter egos of the “Spider- Man” character. All fictional characters, places structures, businesses, groups, or other entities or elements (collectively, “Creative Elements”) that are listed on the attached Schedule 6. All existing (as of 9/15/11) characters and other Creative Elements that are “Primarily Associated With” Spider-Man but were “Inadvertently Omitted” from Schedule 6. The Agreement contains detailed definitions of these terms, but they basically conform to common-sense meanings. If SPE and Marvel cannot agree as to whether a character or other creative element is Primarily Associated With Spider-Man and/or were Inadvertently Omitted, the matter will be determined by expedited arbitration. All newly created (after 9/15/11) characters and other Creative Elements that first appear in a work that is titled or branded with “Spider-Man” or in which “Spider-Man” is the main protagonist (but not including any team- up work featuring both Spider-Man and another major Marvel character that isn’t part of the Spider-Man Property). The origin story, secret identities, alter egos, powers, costumes, equipment, and other elements of, or associated with, Spider-Man and the other Creative Elements covered above. The story lines of individual Marvel comic books and other works in which Spider-Man or other characters granted to SPE appear, subject to Marvel confirming ownership. 1 Executive Summary – Creative Issues Second Amended and Restated License Agreement (“Spider-Man”) PRIVILEGED ATTORNEY-CLIENT COMMUNICATION b. Non-Exclusive To SPE. SPE and Marvel share the following: “Kingpin” and related characters listed on the attached Schedule 7B, but SPE may not use any of these until after Fox’s production rights to Daredevil expire. Marvel’s use of Kingpin is restricted to use in connection with Daredevil and other characters with which he appeared prior to 9/15/11. “Jessica Drew” and specifically listed related characters. SPE may depict Jessica Drew as Spider-Woman, and Marvel may only use her without any Spider-Man-related elements. Marvel and SPE must each notify the other of any intended use of these shared characters. c. Not Granted To SPE. Certain specified characters are frozen or reserved by Marvel even though they might otherwise fit within the generic descriptions of what is granted to SPE: Characters listed on the attached Schedule 7A are frozen and may not be used by either SPE or Marvel. Examples are mashups between Spider- Man and other characters and/or characters to which third parties control rights. Characters listed on the attached Schedule 8 are reserved by Marvel. 2. RIGHTS: SPE has the exclusive right to utilize the “Spider-Man” character and the other Creative Elements listed in Paragraph 1 above to (a) develop and produce live action or animated theatrical motion pictures (each, a “Picture”) and live-action television series (and also animated television series with episodes longer than 44 minutes), during the Production Term, and (b) distribute, advertise and otherwise exploit in perpetuity any motion picture or television series that commenced production during the Production Term. 3. PRODUCTION TERM: The “Production Term” extends indefinitely as long as SPE continues to produce and release Pictures as follows: As a general rule, SPE must (a) commence production of each Picture within 3 years and 9 months after the release of the preceding Picture and (b) release each Picture within 5 years and 9 months after the release of the preceding Picture. If SPE releases 3 Pictures within 8 consecutive years, then SPE may extend the foregoing deadlines as follows: (a) commence production of the next Picture within 5 years after the release of the preceding Picture and (b) release such Picture within 7 years after the release of the preceding Picture. Each of the foregoing deadlines is subject to extension for Force Majeure. 2 Executive Summary – Creative Issues Second Amended and Restated License Agreement (“Spider-Man”) PRIVILEGED ATTORNEY-CLIENT COMMUNICATION 4. CHARACTER INTEGRITY OBLIGATIONS. Marvel no longer has any creative approval rights, but SPE must abide by the following “Character Integrity Obligations”: a. Mandatory Spider-Man Character Traits. Spider-Man (whether Peter Parker or an alternative Spider-Man character) must always strictly conform to the following “Mandatory Character Traits”: Male Does not torture* Does not kill unless in defense of self or others* Does not use foul language beyond PG-13 Does not smoke tobacco* Does not sell/distribute illegal drugs* Does not abuse alcohol* Does not have sex before the age of 16, does not have sex with anyone below the age of 16 Not a homosexual (unless Marvel has portrayed that alter ego as a homosexual) Items with a * are permitted while Spider-Man is wearing the black/symbiote suit. Marvel can enjoin a Picture if it does not conform to the foregoing Mandatory Character Traits. For any other failure to conform to Character Integrity or other requirements, Marvel’s sole remedy is damages. b. Peter Parker Character Traits. Depiction of Peter Parker or his Spider-Man alter ego must conform to the following character traits: His full name is Peter Benjamin Parker. He is Caucasian and heterosexual. His parents become absent from his life during his childhood. From the time his parents become absent he is raised by Aunt May and Uncle Ben in New York City He gains his powers while attending either middle school or college. He gains his powers from being bitten by a spider He designs his first red and blue costume. The black costume is a symbiote and is not designed by him He is raised in a middle class household in Queens, New York He attends or attended high school in Queens, New York, and he attends or attended college in New York City, New York. c. Alternate Versions Of Spider-Man Character. If SPE depicts an alternative version of Spider-Man (i.e., not Peter Parker), then: SPE must use the alternative version’s civilian alter ego 3 Executive Summary – Creative Issues Second Amended and Restated License Agreement (“Spider-Man”) PRIVILEGED ATTORNEY-CLIENT COMMUNICATION If a specific costume is associated with that alternative version in Marvel comic books and other works, then he must wear in the Picture a costume which is generally similar in overall appearance The action must be depicted as taking place in the same general time period and in the same general location as depicted in Marvel’s works featuring that alternate version. SPE may, but does not have to, (i) use “Approved Powers” which are unique to that alternative version, and/or (ii) use Marvel’s origin story and related origin elements for that alternate version of Spider-Man. d. APPROVED COSTUMES. When in full costume, Spider-Man must wear one of the following: A costume that is form fitting, primarily red and blue (or red and black per the 1962 comic book), with a spider on the front or back A costume that is form fitting, black and gray, with a spider on the front or back A costume that is generally similar in overall appearance to one of the 15 costumes listed costumes on Schedule 4A, or A new costume that is generally similar in overall appearance to a costume that appears in a post 9/15/11 Marvel comic book, television series or other major work. e. POWERS. Spider-Man cannot be depicted as having super-human powers other than the following “Approved Powers”: The Listed Powers specified on Schedule 5 to the Agreement (including Spider- Sense, Super-Human-Strength, Super-Human Jumping Ability, Super-Human Balance and Agility, Super-Human Speed and Reflexes, Super-Human Durability, Super-Human Healing Power, Super-Human-Adherence, Super-Human Webbing, Super-Human-Balance, Super-Human-Fighting Skills). Special powers that belong to the black/symbiote suit (when that alternative version is being depicted) Any power possessed by an alternate version of Spider-Man or by that alternate version’s costume (if that alternate version of Spider-Man is being depicted) Any power depicted in a post 9/15/11 Marvel comic book series (except for “Incidental Depictions” in less than 6 comic books), television series, console video game or other major work Any power which is a logical extension of one or more of the foregoing powers Note: SPE can depict as many, or as few, of the Approved Powers as SPE chooses. Approved Powers may be depicted at full strength or at any lesser strength, as SPE determines. Approved Powers may be depicted in any way that does not materially deviate from any depiction of that power in any Marvel-authorized work. 4 Executive Summary – Creative Issues Second Amended and Restated License Agreement (“Spider-Man”) PRIVILEGED ATTORNEY-CLIENT COMMUNICATION 5. CREATIVE CONSULTATION/DEEMED APPROVAL. a. Consultation. SPE must consult with either of two creative executives designated by Marvel (currently Kevin Feige and Tom Cohen) regarding the following items, with SPE’s decision being final: Script; Top five (5) principal cast members; Individual producers; Director; Director of photography; Production designer; Composer; Editor; Costume designer; Principal visual effects vendor; Design of the costume of Spider-Man; and Design of the principal villain Marvel’s creative executives do not have access to sets or creative meetings unless invited by SPE. b. Consultation Process/Deemed Approval. SPE is required to provide Marvel with each draft of the screenplay, the proposed design of the Spider-Man costume and one or more cuts of the picture.
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