Hasbro (HAS)

Certain statements contained in this press release, including statements related to future expectations and timing for entertainment releases and related product offerings, constitute forward-looking statements.  Such forward-looking statements are subject to known and unknown risks and actual actions or results may differ from these current expectations.  Factors which might cause a difference between actual and expected events include changes in future entertainment releases or their timing, consumer interest in planned entertainment or entertainment-related product, as well as other factors which are discussed in Hasbro’s public announcements and SEC filings.  Neither party undertakes any obligation to update these forward-looking statements for events occurring after the date of this press release.

Except for any historical information that they contain, the statements in this news release regarding Marvel’s plans are forward-looking statements that are subject to certain risks and uncertainties, including exposure to the current economic recession, exposure to tightening credit markets, financial difficulties of Marvel’s licensees, a decrease in the level of media exposure or popularity of Marvel’s characters, changing consumer preferences, delays and cancellations of movies and television productions based on Marvel characters, and concentration of Marvel’s toy licensing with one licensee, which Marvel is deepening and extending by the license agreement announced today.

In addition, the following factors, among others, could cause the financial performance of Marvel’s film production operations and, therefore, the payments Marvel expects to receive from Hasbro under its new license agreement, to differ materially from that expressed in any forward-looking statements: (i) Marvel Studios’ potential inability to attract and retain creative talent, (ii) key film talent’s potentially becoming incapacitated or suffering reputational damage, (iii) the potential lack of popularity of Marvel’s films, (iv) the expense associated with producing films, (v) union activity or other events which could interrupt film production, including strikes by Hollywood writers, directors and actors, (vi) changes or disruptions in the way films are distributed, including a decline in the DVD market, (vii) piracy of films and related products, (viii) Marvel Studios’ dependence on a single distributor for its self-produced films, (ix) that Marvel will depend on its film distributors for information related to the accounting of film-production activities, (x) Marvel’s potential inability to meet the conditions necessary for an initial funding of a film under Marvel’s $525 million film slate facility, (xi) Marvel’s potential inability to obtain financing to make more than four films if an interim asset test related to the economic performance of the film slate is not satisfied, (xii) cash flows from our films potentially being insufficient to pay our film facility interest costs, (xiii) fluctuations in reported income or loss related to the accounting of film-production activities and (xiv) a possible default by one of the lending banks in our film facility.

These and other risks and uncertainties are described in Marvel’s filings with the Securities and Exchange Commission, including Marvel’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Marvel assumes no obligation to publicly update or revise any forward-looking statements.

By: Marvel Characters, Inc. as General Partner

By:_/s/ John Turitzin

Name: John Turitzin

Title: President

Date: 2/8/06

By:

Marvel Characters, Inc. as General Partner

By:

Name:

Title:

Date:

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