Hasbro (HAS)

Amended Advance:  Five Million Dollars (U.S. $5,000,000) payable within three (3) days from signing of this Amendment by the Licensee.

Balance:  

Two Million Five Hundred Thousand Dollars (U.S. $2,500,000) payable on or before January 10, 2008;

Two Million Five Hundred Thousand Dollars (U.S. $2,500,000) payable on or before January 10, 2009;

Seventy Million Dollars (U.S. $70,000,000) payable upon national release of a Qualifying Theatrical Release (as defined herein) in the United States of the third Spider-Man film (tentatively entitled “Spider-Man 3”);

Thirty-Five Million Dollars (U.S. $35,000,000) payable upon national release of a Qualifying Theatrical Release in the United States of the fourth Spider-Man film (tentatively entitled “Spider-Man 4”).

Note:  Subject to the Licensed Category Minimum Royalty Guarantee Allocations provided below, all sums payable as Advances and Balances of the Minimum Royalty Guarantee are recoupable ******************************************against any royalty payments due in connection with this Agreement, whether accruing before or after the date of payment, and all are cross-collateralized against one another.

Note:  For the avoidance of doubt, Ten Million Dollars  (U.S. $10,000,000) are being added by this Amendment.

Licensed Category Minimum Royalty Guarantee Allocation:

Licensed Categories #1 through #7:

Two Hundred Five Million Dollars (U.S. $205,000,000).

Licensed Category #8:  

Ten Million Dollars (U.S. $10,000,000).

Licensee acknowledges and agrees that royalties earned from the sale of Licensed Articles in Licensed Categories #1 through #7 shall be calculated separately and shall be offset solely against the Licensed Category Minimum Royalty Guarantee Allocation for such Licensed Categories #1 through #7 identified above.  Royalties earned from the sale of Licensed Articles in Licensed Category #8 shall be calculated separately and shall be offset solely against the Licensed Category Minimum Royalty Guarantee Allocation for Licensed Category #8 identified above.  

7.  Section 3(a)- Licensed Articles shall be deleted in its entirety and replaced with the following:

Upon the terms and conditions and with the limitations and exceptions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts the non-exclusive (exclusive, to the extent provided in Section 1(f) hereof, in Licensed Categories #1 (Action Figures), #5 (Non-Costume/Non-Dress Up Action and Role Play Weapons and Accessories)) and #8 (Plush (Basic or Feature and Figural or Non-Figural)) license and right to utilize the Property but solely upon and in connection with the manufacture, promotion, sale, and distribution of the categories of articles identified in Section 1(c) ("Licensed Categories") and in the Channels of Distribution identified in Section 1(d) (ii) (“Channels of Distribution”) during the Term.   Articles in the Licensed Categories that utilize the Property and are manufactured, promoted, sold and/or distributed hereunder are referred to herein as “Licensed Articles.”  

8.   Section 13(b) – International Distributor Requirements shall be amended by deleting the phrase “(except for Licensed Categories #3, #4, #6 and #7 (Puzzles, Board Games, “Titanium” Die-Cast Figures and Vehicles, and “Attacktix” Figure Tactics Game))” and replacing it with the phrase “(except for Licensed Categories #3, #4, #6, #7, and #8- Puzzles, Board Games, “Titanium” Die-Cast Figures and Vehicles, “Attacktix” Figure Tactics Game and Plush (Basic or Feature and Figural or Non-Figural))”.

9.   Section 13(g) – Advertising Commitment shall be added as a new subsection, and shall read as follows:

Licensee commits to purchase *************  of advertising in Marvel’s Junior Network of comic books at the rate of ****************************************** for total Advertising Commitment of ********************************************************

**.  The Advertising Commitment shall be satisfied on or before June 1, 2011.  Licensee shall give Marvel two (2) months’ prior notice for the placement of each page of advertising. The amount of the Advertising Commitment shall not be deducted from royalties owed Licensor or from the Minimum Royalty Guarantee; applied to any deductions permitted under Section 5(a)(ii); or credited against the Marketing Commitment identified in Section 13(c).  Additionally, during the Term, Licensee agrees to commit to marketing and promotional expenditures in direct support of the “Itsy Bitsy Spider-Man” line and other mutually agreed Feature Plush items (specific lines to be determined) with domestic and international television advertising.  

10.   Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound thereby the parties hereto have caused this instrument to be duly executed as of the day and year first above written.