270 Legal [Sample Agreements]

The following shall constitute the principal terms of a “first look” agreement between the parties identified below, it being the intent of the parties to enter into a more formal, long-form agreement with respect to the option, purchase and sale of any particular property (or properties) as contemplated below, which agreement shall include the terms and conditions provided for herein (where applicable), and such other terms and conditions as are customary for such agreements in the motion picture industry taking into account the stature of Platinum Studios, LLC (”Platinum”) and Scott Mitchell Rosenberg therein (including, without limitation, accounting and audit rights provisions, late payment financing charges, related party transactions, etc.) to be negotiated in good faith between the parties.

1. First Look.

A. Dimension’s Rights. For the Term hereof (as extended, if extended, as provided below), Miramax Film Corp. (including Dimension Films) (hereafter, collectively, “Dimension”) shall have an exclusive “first look” and option to
purchase (for the option fees and purchase prices as set forth below) any and all properties, subject to Platinum’s exclusions as set forth below, which are solely owned and controlled by Platinum (provided that if and to the extent any rights to any such properties are not solely owned and controlled by Platinum, then such rights therein as are solely owned and controlled by Platinum shall be subject to said “first look”), from the “Platinum Library” (as defined below), which Dimension desires to develop as a live-action feature film intended for initial theatrical release (”Feature Film”) anywhere in the universe. Upon payment of the applicable portion of the purchase price (as provided in paragraph 4.B. (i) below, Platinum shall assign to Dimension (to the extent that said rights are owned and controlled by Platinum) the sole and exclusive (subject to paragraph C.(i) below) right under copyright and otherwise, to develop, produce, distribute, advertise, promote and otherwise exploit a Feature Film based on the property purchased hereunder, in any language, in perpetuity ‘(subject to Platinum’s reserved rights and reversion right as set forth below), in any and all territories throughout the universe, and by any and all means and methods now or hereafter known (including, but not limited to, Theatrical, Non-Theatrical, Television, Home Video (encompassing videocassette, videodisc, all other forms of videograms whether now known or hereafter devised), any computer-assisted media (including, but not limited to, CD-ROM and similar disc systems (but not CD-I), DVD, Internet distribution, cable-modem and any other devices or methods now existing or hereafter devised) provided that the version of the Feature Film exploited via any such computer-assisted media must be essentially the same version exploited in the other media (i.e., in a consecutive linear format and not an interactive format) and certain allied and ancillary rights, including music, music publishing, screenplay publishing and soundtrack rights (subject to Platinum’s reserved rights and administrative rights as set forth below) (collectively, the “Rights”). The Rights shall also include the right to produce and exploit Feature Film sequels, prequels and/or remakes (as such terms are customarily understood in the motion picture industry, i.e., with respect to sequels and/or prequels, Feature Films in which any of the characters appearing in the first Feature Film based on a property are depicted in new or different events than those in which such characters participated in such first Feature Film, and with respect to remakes, Feature Films in which the characters appearing in the first Feature Film based on a property are depicted as participating for the most part in the same events in which said characters participated in such First Feature Film) of any Feature Film produced pursuant hereto, subject to the payment of the applicable option fees and purchase prices and Platinum’s reversion rights as set forth below.

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C. Platinum’s Reserved Rights.

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(v) If, in connection with the development and/or production of a property after the option and/or acquisition thereof by Dimension hereunder, a new character is created by or at the direction of Dimension and/or any xecutives and/or employees of Dimension (as opposed to an “evolution” of an original character (or of a group or “race” of characters (e.g., “Klingons”)), such as a reverse gender or reverse race character or a character that is created with a reasonably discernable link between the original character and the evolved character (including, without limitation, and for purposes of illustration only, a character is “aged”, is given a new power or ability, is introduced as related to or a part of a family or recognized group or race of characters (e.g., “Supergirl”, “Batgirl”, etc.), the character’s name reuses a name or part of a name such that it appears to be derived from or connected with the original character (e.g., the “Franklin Richards” character, which is introduced as the son of Reed and Sue Richards of the “Fantastic Four”)), and as opposed to a character created by or at the direction of Platinum and/or any executives and/or employees of Platinum (”New Dimension-created Character”), then Dimension shall own the rights to said character (subject to the other terms and conditions of this agreement), provided that Platinum shall have the right to utilize any such New Dimension-created Character(s) in connection with its exercise/exploitation of its reserved rights hereunder, subject to the following: (i) with respect to the merchandising of said character, the terms of paragraph 9 below shall apply, (ii) with respect to Platinum’s exercise of reserved publishing rights and interactive rights (including video game rights), if the exercise thereof includes said New Dimension-created Character, Dimension shall be entitled to an amount equal to ten percent (10%) of all non-refundable, non-returnable income received by Platinum from the exploitation of such rights (Platinum Publishing/Interactive Gross Receipts), after Platinum’s deduction “off-the-top” from said Platinum Publishing/Interactive Gross Receipts of a 25% distribution fee and recoupment of all of Platinum’s direct, out-of-pocket costs and expenses incurred in connection therewith, and (iii) with respect to Platinum’s exercise of any other reserved rights to the extent such exercise includes said New Dimension-created Character, Dimension shall be entitled to an amount equal to ten percent (10%) of all non-refundable, non-returnable net income received by Platinum from the exploitation of such rights (i.e., after recoupment by Platinum of any direct, out-of-pocket cost and expenses incurred, and/or direct, out-of-pocket investments made, by Platinum in connection therewith). Further, if and to the extent any new non-character elements (such as a setting, a device, etc.) created by or at the direction of Dimension and/or any executives and/or employees of Dimension (as opposed to by or at the direction of Platinum and/or any executives and/or employees of Platinum) have identifiably unique properties or characteristics and names (e.g., the “Starship Enterprise,” the “neuralizer” used in “Men in Black”), then such non-character elements shall be treated as a New Dimension-created Character for all purposes hereof, provided that new storylines and plots created by or at the direction of Dimension and/or any executives and/or employees of Dimension shall only receive such treatment if and to the extent that Platinum’s exploitation thereof would otherwise constitute an infringement of Dimension’s rights under applicable copyright law. For the avoidance of doubt, for purposes of determining whether a new character or a new non- character element has been created by or at the direction of Dimension and/or any executives and/or employees of Dimension for purposes of this paragraph only, the existence of a “work-for- hire” or similar agreement between Dimension and any writer/creator shall not be dispositive, but Platinum shall have the burden of furnishing written evidence that such new character or new non-character element was created by or at the direction of Platinum and/or executives and/or employees of Platinum (e.g., correspondence between a Platinum executive and the writer/creator in question reflecting Platinum’s instructions to said writer/creator).
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Click here for the complete First Look Agreement