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The question is not why should Uni sell, they probably would be happy to if offered enough money, the bigger question is why should Disney buy. They would probably have to spend a huge amount of money to buy the rights, then a ton more money to exploit them with attractions. How long would it take to get a return on that investment? If Disney was that interested in exploiting Marvel we would all ready see attractions under construction at other parts.
I think this is open to debate. The contract says the Marvel gets to review anything Uni wants to build and has "reasonable" right of rejection. The contract defined reasonable as :
"Whenever Marvel has “reasonable” rights for rejection of approval hereunder, the basic criteria to be used by Marvel may include inconsistency with (i) basic story line, (ii) the powers, (iii) basic personality traits, (iv) physical appearance (including clothing or costume), and/or (v) living habitat or environment relating to such character as portrayed in Marvel’s exploitation of such character in comic books or other products for the particular time period being depicted by MCA. "
So to me this would mean that Disney couldn't just outright reject a request from Uni to build more attractions, but I know others on the board differ on this point.
BTW, for regulars on this board, yes, we are rehashing this again for the 1000th time.