Date 2014-10-22 22:48:47
From steinberg, david
To weil, leah
From: Goldklang, Ira
Sent: Tuesday, October 21, 2014 1:24 PM
To: Gumpert, Andrew
Cc: Steinberg, David
Subject: RE: any early pov on that question?
Andrew – I have reviewed the agreement and would ideally have run my thoughts/theories by David (cc’d) prior to emailing you but if your need is for an early response, then I will provide my thoughts but hope that David can opine if need be.
In response to your question as to whether SPE could co-produce a picture with other Marvel characters my view is that while SPE is expressly prohibited from incorporating characters outside the Spider-Man universe in SPE’s pictures (including a complete Schedule 8 naming characters such as Hulk, Iron Man, etc), SPE may enter into a co-production agreement with a major studio (WB, Fox, Disney, Paramount, Universal, or DreamWorks). SPE may also enter into a co-production agreement with anyone else if the transaction is such that SPE has creative control and SPE initially controls all US distribution rights and will control, or have the right to obtain, distribution rights for the term of copyright.
That said - Marvel still has the right consult on drafts of screenplays and producers to be engaged, so Marvel would be involved/aware in a fairly early stage.
On concern query I would have is since SPE is prohibited from incorporating outside characters (2.e), would that mean SPE was in breach if SPE advertised the co-production containing such characters? However, at such a point, I have no doubt that Marvel would have become aware/involved in the process.
Main provisions are:
2.e. Characters Owned Exclusively By Marvel and Not Included in the Property. Notwithstanding any contrary provision hereof, the characters that are listed on Schedule 8 (such as Ben Urich and Cloak and Dagger) are, as between Marvel and SPE, the exclusive property of Marvel and not included in the Property, and SPE has no rights with respect to any such characters and Marvel may exploit such characters without restriction. The Parties agree that Schedule 8 is not an exhaustive list of characters not included in the Property and therefore reserved to Marvel, but is included for the sake of clarity with respect to the characters listed on Schedule 8. In addition and for the sake of clarity, no characters owned by Marvel or its Affiliates are included in the Property except for those characters that are expressly included in the Property pursuant Sections 2.b(i), 2.b(ii), 2.f(i) and 2.f(ii).
23. ASSIGNMENT.
23.a. SPE’s Right to Assign. Subject to Section 23.b hereof, SPE shall be free to assign or license any or all of its rights hereunder, and/or to delegate any or all of its duties, obligations and liabilities, at any time and from time to time, to any person or entity. Upon such assignment, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities if such assignment and/or delegation is to: (i) a person or entity into which SPE merges or is consolidated; or (ii) a person or entity which acquires all or substantially all of SPE’s business and assets and which assumes such obligations in writing; or (iii) a financially responsible entity which is controlled by, under common control with, or controls SPE which assumes such obligations in writing; or (iv) a “Major Studio“ (i.e., and expressly defined as limited to: Warner Bros., Fox, Disney, Paramount, Universal, or DreamWorks) or United States television network, which assumes such obligations in writing. Any purported assignment by SPE in violation of this Section 23 shall be void ab initio.
23.b. Limitations. SPE may not assign this Agreement in its entirety except to (i) a person or entity into which SPE merges or is consolidated, or (ii) a person or entity which acquires all or substantially all of SPE’s business and assets and which assumes such obligations in writing, or (iii) a person or entity which is controlled by, under common control with, or controls SPE, or (iv) a Major Studio which assumes such obligations in writing. SPE may not assign its right to produce any Production to, or enter into a co-production agreement with, any entity except (i) any of the entities described in Section 23.b(i) - (iv) hereof, or (ii) in connection a transaction pursuant to which (A) SPE has creative control over the applicable Production, and (B) SPE initially controls all United States distribution rights with respect to the applicable Production and either controls or has the right to obtain (e.g., through the exercise of one or more options) such United States distribution rights for the entire term of copyright. Upon any assignment or delegation permitted under Section 23.b(i) - (iv) above, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities.
From: Gumpert, Andrew
Sent: Tuesday, October 21, 2014 12:57 PM
To: Goldklang, Ira
Subject: any early pov on that question?
thx
t:
