3. RIGHTS. As of the Original Agreement Effective Date, Marvel hereby irrevocably licenses to SPE, exclusively for the entire universe all of the following rights (collectively, the “Rights“):
3.a. Productions. SPE shall have the sole and exclusive right to develop, create and/or produce any or all of the following based, in whole or in part, on the Property during the Production Term (as defined in Section 6, below) (“Production(s)“):
3.a(i) one or more motion pictures (including, without limitation, sequels, prequels, remakes, serials or other audiovisual works of any nature) intended for initial theatrical release (“Picture(s)“); and
3.a(ii) one or more live-action and/or animated television series (“Television Series“), subject to the freeze of certain Television Series rights provided for under Section 4 hereof. For the avoidance of doubt, New Marvel Animation shall not be considered a Television Series hereunder.
Upon the expiration of the Picture Production Term (as defined in Section 6.d below) SPE’s right to produce further Pictures shall cease and Marvel shall have the sole right to produce motion pictures based upon the Property pursuant to its Reserved Rights under Section 5.i. Upon the expiration of the Production Term (including any extensions thereof under Section 6 below), SPE’s right to produce a Television Series shall cease and Marvel shall have the sole right to produce television series based upon the Property pursuant to its Reserved Rights under Section 5 (it being understood that the Production Term with respect to Short-Form Animation expired on July 15, 2009 and that from and after such date Marvel has the sole right to produce or license Short-Form Animation pursuant to its Reserved Rights). Notwithstanding the foregoing, SPE shall continue to have the right after the expiration of the Production Term to complete production of Productions which have commenced principal photography (or layout, as applicable) prior to the expiration of the Production Term, and, in connection with SPE’s distribution and exploitation thereof, create other cuts or versions thereof, including foreign language versions, television versions, director’s cuts, expanded versions (which may include previously deleted scenes), enhanced audio versions, etc., provided that: (i) all such versions are fundamentally the same motion picture (or television series) as a Picture (or Television Series, as applicable) that was produced during the Production Term; (ii) SPE shall not photograph any new footage or produce any new animation (as applicable) after the expiration of the Production Term for inclusion in any such version of the Picture (or Television Series); and (iii) SPE shall not incorporate into any such version of the Picture (or Television Series) any new footage photographed or produce any new animation (as applicable) after the expiration of the Production Term. For the avoidance of doubt, SPE shall continue to have in perpetuity all of the exclusive distribution, advertising, promotion, exploitation and other rights provided for Sections 3.b through 3.k of the Agreement with respect to each Production which commences principal photography (or layout in the case of an animation, as applicable) prior to the expiration of the Production Term.
3.b. Distribution. SPE shall have the sole and exclusive right in perpetuity (notwithstanding the expiration of, or any termination of, the Production Term) to fix, release, distribute, exhibit, perform, sell, transmit, broadcast, publish, advertise, promote, market, license and otherwise exploit any and all Productions produced or created under Section 3.a. above by any and all means and in any and all media and modes of distribution and/or exploitation, whether now or hereafter known or devised, including, without limitation, all of the following: theatrical; non-theatrical (including airlines, ships and other carriers, military, educational, industrial and the like); pay-per-view; the sale or rental of copies of the Productions (which may be combined with supplementary material(s) such as interviews or behind-the-scenes footage if the Production is displayed or exhibited in a linear format unless the viewer intervenes to access supplementary material) in connection with the exploitation of home video rights or otherwise (including videocassettes, digital videodiscs, laserdiscs, CD-ROMs, DIVX’s, and all other formats now known or hereafter devised); all forms of television (including pay, free, network, syndication, cable, satellite, high definition and digital); video-on-demand and near video-on-demand; all forms of digital or on-line distribution and/or transmission, including, without limitation, the internet (on which Productions may be combined with supplementary material(s) such as interviews or behind-the-scenes footage if the Production is displayed or exhibited in a linear format unless the viewer intervenes to access supplementary material); satellite, fiber optic or other exhibition, broadcast and/or delivery systems; all rights of communication to the public, rights of distribution to the public or other forms of public or private communication and/or distribution; and all forms of dissemination, communication or distribution to one or more identifiable locations or parties; and the sole and exclusive right to exercise in perpetuity all music, music publishing and soundtrack album rights, in connection with the foregoing.
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