Looking for an agreement? Search from over 1 million agreements now.

License Agreement Between Marvel And Hasbro

This is an actual contract by Hasbro.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Consumer Products (Durables)
Effective Date: December 28, 2005
Related Agreement Types:
Search This Document
EXHIBIT 10.2


" *************" DENOTE 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


(a)

Licensee:


Hasbro, Inc.

1027 Newport Avenue

Pawtucket, Rhode Island

02862


Attention: Brian Goldner

Tel:

401-727-5202

Fax:

Email: bgoldner@hasbro.com

With a copy to: Barry Nagler, Esq.

Tel: 401-727-5008

Fax: 401-727-5121

Email: bnagler@hasbro.com

Numbered

Section

(b) Characters :


All Marvel Classic Characters. " Classic" Characters refers to the embodiment of the Marvel characters as originally conceived in the comic books and widely known to the popular imagination through successive classic (i.e., faithful in appearance and characterization to the original comic books) interpretations in comic books, films, TV animation, video games and other media. The Classic designation includes all Marvel' s current classic (non-media) style guides (and future versions thereof) including, for example, Classic Spider-Man, Classic X-Men and Classic Hulk as well as Marvel Retro, Marvel Heroes and Marvel Extreme style guides, but specifically excludes Marvel Babies as well as all Marvel/LP Entertainment Properties (i.e., media style guides based on films, live-action TV and/or animation).


Marvel Super Hero Kids (formerly known as Spider-Man and Friends ) pre-school interpretation of the Marvel Universe as conceived and illustrated in the Marvel Super Hero Kids style guide and current Toy Biz Marvel Super Hero Kids pre-school toy line.


All Marvel Movie Characters to the extent the applicable merchandising rights are owned and/or controlled by Marvel and/or the LP, subject to any applicable third-party restrictions (for example, restrictions on likeness rights due to cast talent agreements vis-e0-vis specific Marvel live-action movies). All rights to use Marvel Movie Characters as they appear in motion pictures, television productions or productions in other media are subject to agreements between Marvel or the LP and third parties (including, but not limited to, talent and studios) relating to such productions; however, Marvel and the LP shall use commercially reasonable efforts to obtain from such third parties all rights necessary for Licensee to fully exploit the rights granted hereunder at no further expense to Licensee. If Licensee wishes to use any Marvel Movie Characters other than those characters in Marvel' s style guide and other than in the form contained in the style guide, then Licensee shall do so only with Marvel' s prior written approval, and Licensee shall be responsible for any required third-party clearances.


All Marvel Animated and Live-Action Television Characters to the extent the applicable merchandising rights are owned and/or controlled by Marvel and/or the LP, and subject to any applicable third-party restrictions (as above). All rights to use Marvel Animated and Live Action Television Characters as they appear in animation or television productions are subject to agreements between Marvel or the LP and third parties (including, but not limited to, talent and studios) relating to such productions; however, Marvel and the LP shall use commercially reasonable efforts to obtain from such third parties all rights necessary for Licensee to fully exploit the rights granted hereunder at no further expense to Licensee. If Licensee wishes to use any Marvel Animated and Live Action Television Characters other than those characters in Marvel' s style guide and other than in the form contained in the style guide, then Licensee shall do so only with Marvel' s prior written approval, and Licensee shall be responsible for any required third-party clearances.


Note: Marvel Movie Characters and Marvel Animated and Live Action Television Characters are collectively " Marvel/LP Entertainment Properties" .


Note: Properties which are not incorporated into and are primarily kept separate and apart from the Marvel Universe are excluded from this Agreement. The " Marvel Universe" shall mean:


(i)

all characters whose visual image and description are contained in the Official Handbook of the Marvel Universe as it may be expanded from time to time, in any successor reference work, or in any other reference material identified by Marvel;


(ii)

all characters whose visual image and description are intended by Marvel to be included in future editions of the handbook or successor work described in clause (i) of this sentence; and


(iii)

all characters whose first appearance was in a media production based primarily on any of the characters described in clause (i) of this sentence.


Marvel confirms to Licensee as of the date of signing this Agreement that, to the best of Marvel' s knowledge, no agreements with third parties with respect to the theatrical releases tentatively entitled Ghost Rider , Spider-Man 3 and Fantastic Four 2 place limits on Licensee' s exercise of its rights hereunder, or require royalty or other payments in addition to those set forth specifically herein, with respect to the use of characters appearing in those releases.

2

(c) Licensed Categories :

1)

Action Figures : All toy " action figures" in all sizes in all plastic (e.g. pvc/abs) or other similar synthetic materials or combination of materials, with or without batteries or other electronics (but excluding plush, porcelain and resin, as that term is generally understood in the collectible toy industry) as this category is generally understood within the boy' s action segment of the toy industry on the date hereof together with all related accessories (weapons, vehicles, playsets etc.) conceived, designed, marketed and sold for interaction with such action figures (for example, Spider-Man action figures with Spider-Man motor-cycle designed and built to scale).


Note : For the avoidance of doubt, construction toys and modular playsets, magnetic toys, wooden toys, collectible gift figurines (i.e., collectible statues, busts, dioramas, sculpts, etc.), plastic models and model kits, figural novelty items (e.g. Kubricks, Mini-Mates, Little Big Heads, Tomy Capsule Collectibles), die-cast toys (except for the Titanium range) and figure-inclusive strategy/tactics games (e.g. Hero Clix), except for Attacktix game, are not included in the Licensed Categories.


Note : For the avoidance of doubt, the following items are not " Action Figures" for the purposes hereof and Licensee accepts and understands that Licensor has on-going licenses in each of these business segments, which shall continue throughout the Term:

-

girls' dolls (for example, Barbie, Amazing Amanda)

-

collectible action figures, statues, busts and dioramas (for example, Diamond Select, Bowen, Hard Heroes, Sideshow, Corgi etc).

-

micro-figurine playsets (scaled for below 3 inches) (for example, Auto Kit)

-

construction toys and figures (for example, Mega Bloks, Lego)

-

magnetic toys and figures (for example, Magnetix, GeoMag)

-

modular playsets with figures (for example, Playmobil, Famosa Marvel Heroes)

-

novelty figures (for example, Mini-Mates, Kubriks, Little Big Heads, Bobble-Heads)

-

plush figures (for example, Russ Berrie, Kelly Toys, Thinkway)

-

figure-based or figure-inclusive board and/or strategy & tactics games (for example, Playmates Battle Dice, Whiz Kids Hero Clix)

-

micro (below 3 inches) figurines (for example, Bullyland, Tomy/Bandai Capsule Collectibles)

-

micro (below 3 inches) figurines for premiums (for example, QSR premiums, micro-figurines inside of food/chocolate)

-

figural room guards, banks, clocks, walkie-talkies, radios, hard candy, novelty candy (e.g. Spinners), confectionary and other non-action-toy devices or objects.


2)

Marvel Super Hero Kids Pre-School Figures , including related accessories and vehicles and related 3D pre-school play-sets designed and built to scale.


3)

Puzzles : (i) Traditional two-dimensional (2D) cardboard and foam puzzles in all shapes, piece counts and sizes and (ii) cardboard and foam three-dimensional (3D) puzzles (i.e. Wrebbit, Puzz3D) as may be mutually agreed upon by the parties.


4)

Board Games : (i) Traditional children' s, family and all-age board games in Licensee' s proprietary brands (for example, "Monopoly", "Life", "Risk", "Candy Land", "Operation", "Trivial Pursuit", "Clue", "Scrabble", " Heroscape" ), in themed editions, as well as (ii) similar traditional non-proprietary-branded children' s, family and all-age board games as may be mutually agreed upon by the parties.


5)

Non-Costume/Non-Dress Up Action and Role-Play Weapons and Accessories : child-sized pretend-play wearable accessories, which embody and/or emulate key powers and/or re-produce key accessories of Marvel Super Heroes.


a.

Note : By way of example, this Licensed Category would include Spider-Man Web Blasters, Hulk Hands and Thing Feet (embodiment of powers). Other examples could include, for instance, a Thor hammer or Captain America shield (re-produce key accessories).

b.

Note : All Non-Costume/Non-Dress Up Action and Role-Play Articles must be composed of not less than seventy percent (70%) plastic.

c.

Note : For the avoidance of doubt, this Licensed Category does not cover all weapons (e.g. laser tag, water guns), non-action Role Play ****************************************
****************************************
****************************************
***** and/or outdoor toys in general.


6)

" Titanium" Die-Cast Figures and Vehicles , i.e., the existing Hasbro die-cast toy line of this name, as well as substantially similar variations and extensions thereof which maintain the existing distinctive chrome/metallic finish (mono-painted or non-painted).


7)

" Attacktix" Figure Tactics Game , i.e., the existing Hasbro figure-based strategy and tactics tabletop game of this name, as well as substantially similar variations and extensions thereof.


Note on QSR premiums: Licensee acknowledges and understands that Licensor generally does not control promotional rights to Marvel/LP Entertainment Properties and therefore to third-party promotional/tie-in activities and the associated premiums which may accompany or be a part of such promotional activities. With respect to quick-service-restaurant (" QSR" ) promotions, Licensor shall use commercially reasonable and good-faith efforts to consult with Licensee on the premiums considered for use in Marvel/LP Entertainment Properties QSR promotions and attempt to influence the choice of such premiums to non-action-figure-type executions.


3(a)


(d)

Territory/

Channels of

Distribution :

(i) Territory : Worldwide, excluding Japan, China, Hong Kong, Taiwan, and Korea.


(ii) Channels of Distribution : All Channels of Distribution.


1. Internet: may only be sold or shipped within the territory specified in Section 1(d) (i)

2. Home Shopping: Subject to Section 13(a)

3. Direct Sales method, including Internet direct sales: may only be sold or shipped within the Territory specified in Section 1(d)(i)


*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
**********************************************

3(b)

(e)

Term :


Commencement Date:


The first date on which (i) this Agreement has been fully executed and (ii) the waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act has terminated with respect hereto.


Notwithstanding the foregoing, the sale and/or distribution of Licensed Articles hereunder may begin, and the provisions of this Agreement to do with exclusivity shall apply, only with respect to retail sales occurring on and after January 1, 2007. Notwithstanding anything to the contrary contained in this Agreement, no manufacture, sale or distribution of Licensed Articles by Licensee prior to January 1, 2007 shall violate this Agreement as long as such activity is with respect to retail sales occurring after January 1, 2007 and, more particularly, is conducted according to the following schedule:


(i)

sales (wholesale) to be made no earlier than six (6) months before January 1, 2007;

(ii)

manufacturing to be performed no earlier than six (6) months before January 1, 2007; and

(iii)

shipment to begin no earlier than two (2) months before January 1, 2007;


but where one of the parties informs the other that variations from the dates in clauses (i) through (iii) of this sentence would be reasonable under the circumstances, the parties shall negotiate in good faith on the subject of whether the requested variation should be made.

3(c)

Expiration Date:

December 31, 2011 (subject to extension as set forth in Section 3(c) hereof). Notwithstanding anything to the contrary contained in this Agreement, no manufacture, sale or distribution of articles utilizing the Property in Licensee' s exclusive Licensed Categories by parties other than Licensee prior to the Expiration Date (as it may be extended) shall violate this Agreement as long as such activity is with respect to retail sales occurring after the Expiration Date (as it may be extended) and, more particularly, is conducted according to the following schedule:


(i)

sales (wholesale) to be made no earlier than six (6) months before the Expiration Date (as it may be extended);

(ii)

manufacturing to be performed no earlier than six (6) months before the Expiration Date (as it may be extended); and

(iii)

shipment to begin no earlier than two (2) months before the Expiration Date (as it may be extended);


but where one of the parties informs the other that variations from the dates in clauses (i) through (iii) of this sentence would be reasonable under the circumstances, the parties shall negotiate in good faith on the subject of whether the requested variation should be made.


Licensor agrees that development activities for Licensed Articles may begin upon full execution hereof.


The Term may be extended, with respect to Spider-Man 4 Movie Licensed Articles, and otherwise as set forth in Section 3(c) hereof.

(f)

Exclusive/

Non-Exclusive :

Notwithstanding the overall non-exclusive nature of this Agreement, Licensor agrees that so long as Licensee is not in material and uncured default under this Agreement, Licensor shall not, during the Term as it may be extended and in the Territory, grant to any third party, nor shall it or any of its affiliates utilize, the right to sell, distribute or otherwise exploit the Property (to the extent that the Property continues to be licensed hereunder) in Licensed Categories #1 (Action Figures) and #5 (Non-Costume/Non-Dress Up Action and Role Play Weapons and Accessories) in the Channels of Distribution.

3(a)

(g)

Royalty Rate :


Note : For all sales by Licensee directly to consumers, including any sales through Licensee-owned retail stores (web-based or traditional), each of the following Royalty Rates shall be reduced by *******(e.g., ******** becomes*****) and " Net Sales" shall mean the invoiced consumer retail price.


A. For sales by Licensee (or its Affiliates, as defined in Section 5(a)(i)) to parties other than ******************************, and credited against advance/guarantee payments made hereunder:


*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
*****************************************************
**************************************

*****************************************************
*****************************************************
*****************************************************
*****************************************************
***********************************************


B. For sales by Licensee (or its Affiliates) to **************************

************************, and credited against advance/guarantee payments made hereunder:


*****************************************************
*****************************************************
*****************************************************
***************************

5(a)

(h)

Minimum Royalty Guarantee :


Two Hundred Five Million Dollars (U.S. $205,000,000).

5(b)

Advance :

One Hundred Million Dollars (U.S. $100,000,000) payable on the later of December 28, 2005 or the second business day after the Commencement Date.

Balance:

Seventy Million Dollars (U.S. $70,000,000) payable upon national release of a Qualifying Theatrical Release (as defined herein) in the United States of the third Spider-Man film (tentatively entitled " Spider-Man 3" );


Thirty-Five Million Dollars (U.S. $35,000,000) payable upon national release of a Qualifying Theatrical Release in the United States of the fourth Spider-Man film (tentatively entitled " Spider-Man 4" );


Note : All sums payable as Advances and Balance of the Minimum Royalty Guarantee are recoupable ***************************************
************ against any royalty payments due in connection with this Agreement, whether accruing before or after the date of payment, and all are cross-collateralized against one another.

(i) Insurance : Combined Single Limit of $3,000,000 per occurrence.

10(e)

(j) Post-Expiration Disposal Period:

90 Days

16(e)


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
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  54.224.168.206