Hasbro (HAS)

LICENSEE TO PROVIDE STANDARD ROYALTY REPORT

{00033449 JMS}     4

Exhibit B

D05184

AGREEMENT made this __ day of ____, 200___, by and between _____________ residing at_______________________________(herein "Supplier") and _________________________________ residing at  _____________________________________________ (herein "Licensee").

Licensee has been granted the rights by Marvel Characters, Inc. (herein "Marvel") and Spider-Man Merchandising L.P. (herein “LP”) to produce and/or market certain merchandise based upon and utilizing literary and/or artistic properties owned or controlled by Marvel and LP.  Licensee wishes to order or commission either written material or artwork from Supplier as a work made for hire pursuant to the Copyright Act of 1976 for use by Licensee, on behalf of Marvel and LP, including but no limited to use as a contribution to a collective work.  Marvel and LP has informed Licensee that Marvel and LP will permit the preparation of such written material or artwork only if it is commissioned on a work made for hire basis, with a waiver of moral rights therein.

THEREFORE, the parties agree as follows:

In consideration of Licensee's commissioning and ordering from Supplier written material or artwork and paying therefore on behalf of Licensee, Marvel and LP, Supplier acknowledges, agrees and confirms that any and all work, writing, art work material or services, including without limitation, any writings, artwork, drawings, stories, scripts, character designs, plots, pencils, templates, photographic, graphic or computer-generated material or the like already produced or to be produced by Supplier for Licensee on behalf of Licensee, Marvel and LP involving, based upon, utilizing, derived from, incorporating or referring to any properties, characters or materials owned by Marvel and LP, have been and will be specially ordered or commissioned by Licensee, on behalf of Licensee, Marvel and LP, for use as a work made for hire, including, but not limited to, use as a contribution to a collective work (hereinafter, the "Work"); that the Work was produced under the  supervision and control and pursuant to the direction of Licensee on behalf of Licensee, Marvel and LP; and that as such, the Work was and is expressly agreed to be considered a work made for hire pursuant to all copyright laws applicable to the work, and Supplier shall waive any moral rights therein.  If, for any reason, the Work produced by Supplier hereunder shall not be deemed a "work made for hire", Supplier hereby also assigns all such rights to Marvel and LP to the extent such Work embodies the Property and to Licensee in all other respects.  Supplier hereby waives any and all rights, including any moral rights, in and to the Works which Supplier may acquire pursuant to this Agreement or by operation of law.  For purposes of Marvel’s and LP’s rights hereunder, the term “Work” shall not include any elements that are separate or separable from properties, characters, or materials owned by Marvel and LP and all adaptations, compilations, modifications, translations and versions thereof and such separate or separable elements shall be deemed owned by Licensee.

Supplier expressly grants to Licensee, Marvel and LP forever all worldwide rights of any kind and nature in and to the Work and agrees that as between Supplier, Licensee and Marvel and LP, Marvel and LP are the sole and exclusive copyright proprietor thereof throughout the world to the extent such Work embodies the Property and to Licensee in all other respects.  Supplier perpetually agrees (i) not to contest Licensee, Marvel and LP's exclusive, complete and unrestricted ownership in and to the Work, (ii) not to claim any ownership in the Work, (iii) not to use or exploit or claim the right to use or exploit the Work in any manner, and (iv) not to object to any exploitation or use of the Work or to any changes, modifications, or revisions to the Work made by or on behalf of Licensee, Marvel and LP.  Supplier hereby waives any moral rights of any kind or nature in the Work.

Supplier agrees and acknowledges that Licensee, Marvel and LP shall have the right, but not the obligation, to use Supplier's name in connection with the Work and/or any rights granted hereunder, without compensation to Supplier.  However, Marvel and LP and Licensee shall not present Supplier, in Marvel and LP and Licensee's judgment, as endorsing any product or service, or use Supplier's name on any merchandise that is not directly connected with the Work without Supplier's prior written consent.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and to the benefit of Licensee, Marvel and LP, and their respective heirs, successors, administrators and assigns.

In WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

{00033449 JMS}     5

Exhibit C

D05184

Dated                     

Marvel Characters, Inc. and Spider-Man Merchandising L.P.

417 Fifth Avenue, Mezzanine

New York, NY 10016

This letter will serve as notice to you that pursuant to Section 18 of the License Agreement dated            between you and             , we have been engaged as the subcontract manufacturer for              in connection with the manufacture of the Licensed Articles defined in the aforesaid License Agreement.  We hereby acknowledge that we have received an appropriately redacted copy and are cognizant of the terms and conditions set forth in said License Agreement and hereby agree to be bound by those provisions of said License Agreement which are applicable to our function as manufacturer of the Licensed Articles, including but not limited to the right of Marvel and Spider-Man Merchandising L.P., pursuant to Section 5(e) of the License Agreement, to examine our Books of Account Records with respect to the manufacture of the Licensed Articles.  It is understood that this engagement as subcontract manufacturer is on a royalty-free basis, and that we have no right to sublicense or subcontract thereunder.

We understand that our engagement as the subcontract manufacturer for                   is subject to your approval.  We request, therefore, that you sign in the space below, thereby showing your acceptance of our engagement as aforesaid.

Very truly yours,

(Manufacturer)

By:

Name:

Title:

Date:

Accepted: