News Disney and Fox come to terms -- announcement soon; huge IP acquisition

[Twilight_Roxas]

That would be a big deal. Take Two makes a lot of money but a video game version of Fox-Disney would be like Sony buying Ubisoft or EA.
Also I don't think anyone thought that Sony was going to sell their Video Game business any time soon, the question is really about the Movie and TV studios.

If Sony acquired EA they could end those annoying transactions.

 

[Rodan75]

If Sony acquired EA they could end those annoying transactions.

LOL...EA is the company everyone loves to hate at the moment.

 

[bartholomr4]

I don't have the bandwidth to reread the contract so maybe you or @bartholomr4 can read and shed some light here.

Short Form Animation rights has definitely reverted to Marvel and Sony cannot produce it unless a) Marvel/Disney approves or b) The contract that was amended in 2015 gave those rights to Sony. Live Action and longer automation tv shows are quite possibly at SPE.

Do you have a link to the entire contract?..... one of the sections (6d) appears to be missing, and references to that appear to include the dates and termination rules.

 

[Twilight_Roxas]

LOL...EA is the company everyone loves to hate at the moment.

It would work right?

 

[AnotherDayAnotherDollar]

Do you have a link to the entire contract?..... one of the sections (6d) appears to be missing, and references to that appear to include the dates and termination rules.

I can try to upload it somewhere later if I remember. This is the rest of section 6 in its entirety.

6. PRODUCTION TERM. The “Production Term“ means the date commencing on the Original Agreement Effective Date and continuing until the applicable expiration date(s) set forth in Section 6.a, as such date(s) may be extended pursuant to the provisions of Sections 6.b, 6.c and/or 6.e. Marvel acknowledges that the Pictures entitled “Spider-Man,” “Spider-Man 2” and “Spider-Man 3” and the animated television series entitled “The Spectacular Spider-Man” and “Spider-Man: The New Animated Series” were all produced during the Production Term and that Commencement of Production of the Picture tentatively entitled “The Amazing Spider-Man” occurred during the Production Term.

6.a. Failure to Produce or Release Picture. With respect to the period from and after the Amendment Effective Date, the following will apply: The Production Term will expire on the date which is three (3) years and nine (9) months (subject to extension under Sections 6.b and/or 6.c, below) after the date of the initial theatrical release anywhere in the world (the “Initial Release Date“) of the then most recently released Picture unless commencement of principal photography of a subsequent Picture (or, in the case of a Picture which is primarily an animated motion picture, commencement of layout of such Picture) (such date, as applicable, being “Commencement of Production“) occurs on or before such date. If such three (3) years and nine (9) months deadline for the Commencement of Production is complied with, then the Production Term will expire on the date which is five (5) years and nine (9) months (subject to extension under Sections 6.b and/or 6.c, below) after the Initial Release Date of the then most recently released Picture unless the Initial Release Date of a subsequent Picture occurs on or before such date. The Parties acknowledge and agree that the most recently released Picture as of the Amendment Effective Date was “Spider-Man 3” for which the Initial Release Date was May 4, 2007 and that the Commencement of Production of the Picture tentatively entitled “The Amazing Spider-Man” occurred within three (3) years and nine (9) months thereof on December 6, 2010.

6.b. Extensions Under Three Within Eight Option. If at any point during the Production Term after the Amendment Effective Date, the Initial Release Dates of any three (3) Pictures occur within a period of eight (8) consecutive years, then, SPE shall have the option (the “Three Within Eight Option“) exercisable by written notice to Marvel given on or before the date on which the Production Term would otherwise expire, to extend the Production Term as follows: (i) the period of three (3) years and (9) months referenced in Section 6.a shall be extended to five (5) years (subject to further extension under Section 6.c below) and (ii) the period of five (5) years and nine (9) months referenced in in Section 6.a shall be extended to seven (7) years (subject to further extension under Section 6.c below). If SPE exercises a Three Within Eight Option it cannot again exercise a Three Within Eight Option unless and until the Initial Release Dates of three (3) additional Pictures (that are released after the last such exercise of the Three Within Eight Option) occur within a period of eight (8) consecutive years. For the avoidance of doubt, (A) the Three Within Eight Option need not be exercised by SPE each time the Initial Release Dates of three (3) Pictures occur within a period of eight (8) consecutive years and (B) the three (3) applicable Pictures giving rise to the option need not be the first three (3) Pictures released after the Amendment Effective Date, or after the last previous exercise of the Three Within Eight Option, as applicable (e.g., the Three Within Eight Option may be exercised by SPE after the second, third and fourth [or third, fourth and fifth] Pictures following the Amendment Effective Date, or following the last previous exercise of the Three Within Eight Option, as applicable, so long as the Initial Release Dates of the applicable three (3) Pictures occur within a consecutive period of eight (8) years). As used in this Section 6.b, the eight (8) consecutive year period shall be measured from the Initial Release Date of the first of the applicable three (3) Pictures and shall expire on the date that is exactly eight (8) years after such Initial Release Date.

6.c. Automatic Extensions. All time periods provided for in Section 6.a and/or 6.b shall be subject to automation extension as follows:

6.c(i) Force Majeure. For the duration of any “Force Majeure” (as defined in Section 27 hereof), provided that with respect to events of Force Majeure which affect SPE but do not affect substantially all other Major Studios (as defined in Section 23.a hereof), the extension under this Section 6.c(i) shall not exceed 12 months in the aggregate per Picture or per Television Series (it being understood that there is no cap on extensions for events of Force Majeure also affecting substantially all other Major Studios), plus such additional time (not exceeding 30 days) as is reasonably necessary for SPE to recommence its development or production of the applicable Production.

6.c(ii) Breach. For the duration of any breach or default by Marvel of any material representation, warranty or agreement made by Marvel hereunder which does, or will, materially interfere with or delay SPE’s development, production, distribution or other exploitation of any Production, or which does, or will, adversely affect or inhibit SPE’s exercise of any material Rights, plus such additional time (not exceeding 30 days) as is reasonably necessary for SPE to recommence its development or production of the applicable Production; provided that no extension under this Section 6.c.(ii) shall commence until SPE gives Marvel written notice thereof.

6.c(iii) Claims. For the duration of any claim, legal proceeding or litigation asserted by any third party against SPE, Marvel and/or the Property alleging facts which, if true, would constitute a breach of any of Marvel’s material representations and warranties or other material obligations hereunder and which does, or will, materially interfere with or delay SPE’s development, production, distribution or other exploitation or exercise of any Production or which does, or will, adversely affect or inhibit SPE’s exercise of any material Rights, plus such additional time (not exceeding 30 days) as is reasonably necessary for SPE to recommence its development or production of any applicable Production; provided that any extension under this Section 6.c.(iii) by reason of a claim which is not the subject of a pending legal proceeding (e.g. an arbitration proceeding) or litigation shall not exceed 6 months unless a legal proceeding or litigation based on such claim is commenced prior to the expiration of such 6 month period either by the claimant or by Marvel or SPE (it being understood that a legal proceeding in which SPE seeks declaratory relief shall constitute grounds for further extension of the Production Term beyond such 6 month period). If no legal proceeding or litigation based on a claim is commenced during the foregoing 6 month period but a legal proceeding or litigation based on such claim is thereafter commenced, there shall be a further extension of the Production Term for the duration of such legal proceeding or litigation. The foregoing 6 month period shall automatically be extended for the duration of all periods during which the commencement or prosecution of any legal proceeding or litigation based thereon is enjoined or stayed.

6.c(iv) Injunctions. For all periods during which any stay, injunction or other legal prohibition, whether arising from a bankruptcy or other insolvency proceeding or otherwise, prevents, delays or otherwise hampers SPE’s exploitation or exercise of any of the Rights.

6.c(v) Legal Holidays. If the last day of the applicable period falls on a Saturday, Sunday, or holiday, through and including the next business day following such Saturday, Sunday or holiday (as used herein, “holiday“ means any holiday which is recognized by the State of California and/or the U.S. federal government).

SPE will provide Marvel with written notice confirming the commencement of each extension of the Production Term under this Section 6.c within 90 days after the date on which SPE receives actual notice of the facts giving rise to the extension. If SPE fails to give such notice within such 90 day period, it shall not be a breach of this Agreement and shall not affect the rights of the parties or the effectiveness of any extension of the Production Term under this Section 6.c, except that the extension will be deemed to commence on the date which is 90 days prior to the date on which SPE gives such notice.

6.d. Picture Production Term. “Picture Production Term“ means that portion of the Production Term which is determined by taking into consideration only Sections 6.a, 6.b and 6.c.

 

[bartholomr4]

I can try to upload it somewhere later if I remember. This is the rest of section 6 in its entirety.

Don't upload it, I found it.... Thanks!

 

[ABQ]

LOL...EA is the company everyone loves to hate at the moment.

They are the Comcast of the video game world.

 

[bartholomr4]

I don't have the bandwidth to reread the contract so maybe you or @bartholomr4 can read and shed some light here.

Short Form Animation rights has definitely reverted to Marvel and Sony cannot produce it unless a) Marvel/Disney approves or b) The contract that was amended in 2015 gave those rights to Sony. Live Action and longer automation tv shows are quite possibly at SPE.

I think you are correct... Sony can make any animation movie as long as it is longer than 44 minutes in length and can't have more than 3 sequels (under the same story line), and of course must comply with Marvel's definition of Spiderman with Marvel having the right to review the script beforehand and veto anything it doesn't think complies with its view of the character.

It appears Disney / Marvel can make any series for a limited list of characters (animated or live action) for Television or Disney+ as long as it falls under the 44 minute in length threshold.

Its also interesting the duration and termination of the agreement are interesting. Sony basically has to produce a Spiderman film every 3 years and 9 months or 3 times within 8 years in order for the agreement to remain in force. (Sony does have a 90 day window to repair any default so in effect it is every 4 years). Once a film is released the clock starts over again.

 

[bartholomr4]

What I don’t get. Is that not that long ago, Sony lost any TV rights to the spider-man IP. I’m assuming the MCU deal gave some of that back? Or maybe. Marvel is approving and endorsing this?

As far as the TV rights read there is a list of 334 characters (a character can be a lead hero, a supporting character, a building, a weapon, etc) which are part of the SpiderUniverse. It appears both Sony can make live action TV and Short form animation for TV... There is a list of about 64 of which Marvel can make (TV & Annimation) but they must be less than 44 minutes in length. Marvel does have the ability to object to any of the 334 SpiderUniverse characters if Sony doesn’t conform to its interpretation of the character (how it looks, what it wears, its powers, etc) which must conform with the current definition of the characters (as layed out in a Marvel Comic Book). There is another list of Characters from the SpiderUniverse (almost 80) which neither Marvel nor Sony can use without the others permission (the Frozen Characters).

 

[AnotherDayAnotherDollar]

As far as the TV rights read there is a list of 334 characters (a character can be a lead hero, a supporting character, a building, a weapon, etc) which are part of the SpiderUniverse. It appears both Sony can make live action TV and Short form animation for TV... There is a list of about 64 of which Marvel can make (TV & Annimation) but they must be less than 44 minutes in length. Marvel does have the ability to object to any of the 334 SpiderUniverse characters if Sony doesn’t conform to its interpretation of the character (how it looks, what it wears, its powers, etc) which must conform with the current definition of the characters (as layed out in a Marvel Comic Book). There is another list of Characters from the SpiderUniverse (almost 80) which neither Marvel nor Sony can use without the others permission (the Frozen Characters).

I don't think Sony can make short form animation for TV without Marvel's consent. Live Action, I'm not sure. Where are you seeing that?

 

[bartholomr4]

I don't think Sony can make short form animation for TV without Marvel's consent. Live Action, I'm not sure. Where are you seeing that?

The 2011 Agreement between Sony and Marvel called “Spider-Man Second Amenment #18 SPE”

 

[AnotherDayAnotherDollar]

The 2011 Agreement between Sony and Marvel called “Spider-Man Second Amenment #18 SPE”

I meant where on the document lol

 

[bartholomr4]

I meant where on the document lol

You should be able to find it by googling the name above then Section 4b(II) on page 16 and 17

 

[AnotherDayAnotherDollar]

You should be able to find it by googling the name above

I have the document. My question is where on the document did you see that Sony can make short form live action and animation for TV. As I posted in the previous thread, the contract says specifically that Sony cannot make short form animation TV shows and those rights reverted in 2009.

 

[bartholomr4]

I have the document. My question is where on the document did you see that Sony can make short form live action and animation for TV. As I posted in the previous thread, the contract says specifically that Sony cannot make short form animation TV shows and those rights reverted in 2009.

Sorry, the document is over 180 pages (at least my copy is), You have to look at two sections. - Section 3 and section 4 (specifically 4bii)

The relevant text is pasted below:

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.

 

[AnotherDayAnotherDollar]

Sorry, the document is over 180 pages (at least my copy is), You have to look at two sections. - Section 3 and section 4 (specifically 4bii)

The relevant text is pasted below:

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.

3aii then says this:

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.

 

[VJ]

for a thread titled "disney and fox...", there's a lot of sony creeping its way in

 

[bartholomr4]

3aii then says this:

Thus the Long vs Short term difference. I don’t mean to argue, and I might be wrong but(I hope you are right).....

Section 4:
4. FROZEN RIGHTS AND CHARACTERS.
4.a. Frozen Rights. The following rights (“Frozen Rights“) relating to the Property are
licensed exclusively to SPE as of the Original Agreement Effective Date for the applicable “Freeze
Period” (as defined in Section 4.b. below) but are frozen and may not be exercised by SPE or
Marvel at any time without the prior written consent of the other Party

4.b(ii) Television Productions and Short-Form Productions. The Freeze Period
with respect to MOW’s, mini-series and other productions (Television Series produced
by SPE under Section 3.a and New Marvel Animation produced by Marvel under Section 5.f)
intended for initial exploitation by means of television and for productions less than 78 minutes of
running time, including main and end titles) .......

It sure is heavy contact law, and vague for a good reason......

 

[AnotherDayAnotherDollar]

Thus the Long vs Short term difference. I don’t mean to argue, and I might be wrong but(I hope you are right).....

Section 4:
4. FROZEN RIGHTS AND CHARACTERS.
4.a. Frozen Rights. The following rights (“Frozen Rights“) relating to the Property are
licensed exclusively to SPE as of the Original Agreement Effective Date for the applicable “Freeze
Period” (as defined in Section 4.b. below) but are frozen and may not be exercised by SPE or
Marvel at any time without the prior written consent of the other Party

4.b(ii) Television Productions and Short-Form Productions. The Freeze Period
with respect to MOW’s, mini-series and other productions (Television Series produced
by SPE under Section 3.a and New Marvel Animation produced by Marvel under Section 5.f)
intended for initial exploitation by means of television and for productions less than 78 minutes of
running time, including main and end titles) .......

It sure is heavy contact law, and vague for a good reason......

I think the key here is this:

4.b(ii) Television Productions and Short-Form Productions. The Freeze Period
with respect to MOW’s, mini-series and other productions (Television Series produced
by SPE under Section 3.a and New Marvel Animation produced by Marvel under Section 5.f)
intended for initial exploitation by means of television and for productions less than 78 minutes of
running time, including main and end titles) .......

which is referring back to section 3a and 5f, both of which confirm that the short form animation rights reverted to Marvel in 2009. That's why I think Sony may have the live action rights, but not animation, unless it's over the minimum threshold.

 

[bartholomr4]

I think the key here is this:

4.b(ii) Television Productions and Short-Form Productions. The Freeze Period
with respect to MOW’s, mini-series and other productions (Television Series produced
by SPE under Section 3.a and New Marvel Animation produced by Marvel under Section 5.f)
intended for initial exploitation by means of television and for productions less than 78 minutes of
running time, including main and end titles) .......

which is referring back to section 3a and 5f, both of which confirm that the short form animation rights reverted to Marvel in 2009. That's why I think Sony may have the live action rights, but not animation, unless it's over the minimum threshold.

It may be easier to understand hieroglyphics than contract law.....