Exhibit 10.35
Portions of this exhibit have been deleted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment. The redacted portions are identified by brackets with the character
"x" indicating deleted information.
EXHIBIT 10.35
PROGRAM: "Che Xx Xx Ranger"
a/k/a "Galaxy Rangers"
DATE: August 21, 1992
DISTRIBUTION AGREEMENT
----------------------
THIS AGREEMENT ("Agreement") is made as of the above date between SABAN
INTERNATIONAL SERVICES, INC. ("SISI") at 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx, XX
00000 and SABAN INTERNATIONAL N.V. ("SINV") at 0 Xxxxxxx xx Xxxxxxxxxx, Xxxxxxx,
Xxxxxxxxxxx Antilles (SISI and SINV shall collectively be referred to herein as
"Licensee"), on the one hand, and TOEI COMPANY LTD. ("Licensor") at 0-00, 0
xxxxxx Xxxxx, Xxxx-xx, Xxxxx 000, Xxxxx, on the other hand.
1. PROGRAM. A minimum of forty-fine (49) and a maximum of fifty-two (52)
-------
half-hour episodes of the live action children's television series entitled "Che
Xx Xx Ranger" a/k/a "Galaxy Rangers".
2. TERM. The term of this Agreement shall commence upon the above date and
----
shall continue for a period of ten (10) years from the date that all Delivery
requirements have been satisfied ("Initial Term"). Licensee shall have the
option, exercisable by written notice to Licensor prior to the expiration of the
Initial Term, to extend the Initial Term for an additional fifteen (15) years
principally under the same terms and conditions contained herein (the Initial
Term plus extensions thereof, if any, shall hereinafter be referred to as the
"Term"). Upon expiration of the Term, Licensor shall honor and be bound by all
third party agreements entered into by Licensee during the Term which extend
beyond the Term and Licensee shall be entitled to retain its share of
compensation with respect thereto, provided, however, that Licensee shall not
enter into any third party agreements which extend more than one (1) year beyond
the Term.
3. TERRITORY. The "Territory" shall include:
---------
(a) SISI TERRITORY: The United States of America, its territories,
commonwealths and possessions, U.S. Military Installations located outside of
the U.S. and the U.S. Armed Forces Radio and Television Network.
(b) SINV TERRITORY: The Universe excluding the SISI Territory, Brazil,
Japan, Singapore, Thailand, Hong Kong, Malaysia, China, Korea, Taiwan,
Indonesia, Laos, Vietnam and Cambodia.
4. DELIVERY DATE. The episodes shall be delivered by Licensor to Licensee
-------------
on the following schedule:
(a) First 26 episodes prior to September 30, 1992;
(b) Next 8 episodes prior to October 31, 1992;
(c) Next 5 episodes prior to November 30, 1992;
(d) Next 4 episodes prior to December 31, 1992;
(e) Next 5 episodes prior to January 31, 1993;
(f) Next 4 episodes prior to February 28, 1993.
5. LICENSE FEE. [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] per episode payable
-----------
as follows:
(a) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] executed by Licensor;
(b) The [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] upon Delivery of each such
episode in accordance with the delivery schedule in Paragraph 4 above as
follows:
(i) First 26 episodes: [XXXXXX]
(ii) Next 8 episodes: [XXXXXX]
(iii) Next 5 episodes: [XXXXXX]
(iv) Next 4 episodes: [XXXXXX]
(v) Next 5 episodes: [XXXXXX]
(vi) Next 4 episodes: [XXXXXX]
6. MERCHANDISING PARTICIPATION. Provided that Licensor is not in material
---------------------------
default hereunder, Licensor shall receive an amount equal to [XXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] Notwithstanding
anything to the contrary contained in this Agreement, this Agreement, including
without limitation the rights and obligations of the parties herein,
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
7. LICENSED RIGHTS. Licensor hereby grants to SISI in the SISI Territory
---------------
and SINV in the SINV Territory the sole and exclusive rights ("Licensed
Rights"), under copyright or otherwise, during the Term, to: (a) adapt the
Program to be suitable for exploitation in the Territory, including, without
limitation, shooting new footage, adapting story lines and dialogue to
accommodate Licensee's international version, and incorporating existing footage
of the Program or other programs, all at Licensee's cost and responsibility and
at Licensee's discretion, and of a quality which is at least equal to that of
the original Program; (b) distribute, exhibit, lease, license, market, sell,
publicize, advertise, promote, perform and exploit the Program, and all dubbed
and other versions thereof and all elements, parts, characters,
characterizations or character names therein, either apart from or in
conjunction with the work, by way of All Media now known or hereafter devised,
including, without limitation, by way of Television Use, Theatrical Use, Non-
Theatrical Use, Video Cassette/Disc Distribution and Ancillary Distribution Use,
including, without limitation, by way of soundtrack albums and phonorecords,
music publishing, literary publishing, so-called "merchandising rights",
amusement and theme parks, and musical groups; (c) cut, edit, alter, add to,
subtract from, translate, dub in any languages and use outtakes of the Program
(specifically including, without limitation, the right to substitute all or part
of the music, effects and title). It is acknowledged that the music shall be
replaced for creative reasons and that consideration for the creators of the
original music is included in the License Fee; (d) include on the prints of the
Program and trailers thereof and in all
2
advertising and publicity related thereto: (i) Licensee's name, trademark, logo,
presentation announcement and copyright notice; (ii) the designation of Licensee
or any of its licensees as the distributor of the Program; and (iii) any
additional credits in connection with any adaptation of the Program; and (e) use
and license others to use Licensor's name and the name, voice, likeness and
biographical material concerning all persons and characters appearing in or
connected with the Program for advertising, publicity and trade purposes of
Licensee and its licensees and any sponsors of the Program.
8. DELIVERY. "Delivery" means the receipt and acceptance by Licensee (as
--------
being in first class technical condition free from scratch or injury and, for
episodes # 21 - 50, that such episodes have production quality equal to that of
episodes # 1 - 20) of all of the physical items and documents set forth below.
Licensor shall (at Licensee's cost) deliver to Licensee before the Delivery Date
for the Program (including, if the Program is a series, for each episode
thereof) and each version thereof, all materials necessary for Licensee's
exploitation of the Program hereunder, including, without limitation, the
following: one 35mm. or 16mm. (whichever is available) color composite print,
fully timed and color corrected, never before used and of acceptable broadcast
quality; one separate 35mm. or 16mm. (the same format as the print) magnetic
effects-only track; one separate 35mm. or 16mm. (the same format as the print)
magnetic music-only track; one 35mm. or 16mm. (the same format as the print)
textless color print of the opening and closing credits; one English translation
script; all existing costumes; and all available promotional material,
including, without limitation, 35mm. color slides (with negatives) and cels (if
the Program contains animation) of each recurring character and of a variety of
scenes and character combinations, backgrounds, a style guide, a synopsis and
printed sales/promotion sheets and brochures (with original artwork). In
addition, Licensee shall have access to all Program materials (e.g., film, video
tape and audio tape) in Licensor's possession or accessible to Licensor for the
purpose of ordering duplicate and additional materials at Licensee's cost.
Licensee may accept incomplete delivery of the Program (with the right to
proportionately reduce the License Fee and have any amounts which were paid in
excess of such reduced License Fee returned by Licensor), but this will not be a
waiver of Licensee's right to require complete Delivery of the Program at a
later time. In the event that Delivery of the Program shall not have been fully
completed by the Delivery Date, Licensee shall have the right at any time
thereafter, by notice in writing, to terminate this Agreement without prejudice
to any claim which Licensee may have for breach of this Agreement by Licensor in
failing to make such Delivery. Any sums theretofore paid by Licensee to
Licensor shall be immediately reimbursed by Licensor with interest on such sums
at the prime lending rate from time to time of Licensee's principal lending
institution, calculated from the date of receipt of such sums by Licensor to the
date of receipt of reimbursement by Licensee. Time is of the essence hereof.
9. WARRANTIES. Licensor hereby represents and warrants as follows: (a) It
----------
has the full right, power and authority to enter into and completely perform
this Agreement and to grant all rights herein granted; (b) Neither the Program
nor any part thereof, nor any materials contained therein or synchronized
therewith, nor the exercise of any right herein granted, does or will violate or
infringe upon the rights of any third party whatsoever; (c) There are no rights,
licenses or commitments of any nature outstanding in favor of anyone that would
or might impair, interfere with or infringe upon the rights herein granted, and
it has obtained or will obtain all proper and effective licenses or grants of
authority with respect to any elements
3
provided by any party owning any rights therein for any and all uses provided
for herein; (d) It has paid or discharged or will pay or discharge all
obligations (except those expressly assumed by Licensee hereunder) incurred by
reason of development, production, distribution or exploitation of the Program;
(e) The synchronization, performing and mechanical rights to the music contained
in the Program are or by Delivery will be (i) owned or controlled by Licensor
sufficiently to allow free exploitation of the Program herein, (ii) in the
public domain or (iii) controlled by a performing rights society having
jurisdiction; (f) It has not or will not sell, assign, transfer, license, convey
or incumber in any way rights in the Program granted to Licensee; and (g) All
materials Delivered to Licensee will be of the highest first-class technical
quality suitable for exploitation of the Program in all media and territories
for which rights have been granted to Licensee.
10. INDEMNITY. Each party hereby indemnifies and holds the other and its
---------
affiliate companies and its and their respective officers, directors, employees,
agents, licensees, successors and assigns, harmless from and against any and all
claims, costs, damages, expenses (including reasonable outside attorneys' fees),
liabilities and causes of action of any kind arising out of any breach or any
alleged breach of any of the indemnifying party's representations, warranties or
agreements hereunder. Licensee shall have the right to set off against any
monies payable to Licensor by Licensee the amount of any liability of Licensor
to Licensee. In addition, pending the final determination of such liability,
Licensee may withhold from any monies payable to Licensor such reasonable
amounts as Licensee may deem necessary to cover Licensor's potential liability
on account of any such claim or action.
11. COPYRIGHT. Licensee is authorized (but not obligated) to take such
---------
steps as it may deem advisable to register copyright and protect Licensee's
rights in the Program in the Territory and for such purposes Licensee is
irrevocably appointed the attorney-in-fact of Licensor, such appointment being
coupled with an interest. Upon Licensee's request, Licensor shall duly execute,
acknowledge and deliver to Licensee any and all further assignments or other
instruments which Licensee may deem necessary, expedient or proper to carry out
and effectuate the purposes and intent of this Agreement. [XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXX]
12. SUBDISTRIBUTION AND ASSIGNMENT. Licensee may freely assign this
------------------------------
Agreement and may freely sublicense or assign any of Licensee's Licensed Rights
in the Program, provided that no such assignment shall relieve Licensee of its
obligations to Licensor hereunder. Licensor may not assign this Agreement or
any of Licensor's rights or obligations under it.
13. CONFIDENTIALITY. All elements of this Agreement, including, but not
---------------
limited to, prior negotiations and the content of the Program ("Information"),
shall be strictly confidential between the parties. No dissemination of this
Information to private or public persons or entities including, among others,
broadcast media, print media and the like shall take place without the prior
written consent of Licensee. Any publicity, paid advertisements, press
4
notices or other Information with respect to the Program in the Territory shall
be under the sole control of Licensee.
14. ADDITIONAL EPISODES AND PRODUCTIONS. Licensor grants to Licensee the
-----------------------------------
exclusive option to acquire under the same terms and conditions herein: (a)
additional episodes of the Program; (b) each remake, sequel, prequel, spin-off,
series spin-off and feature film based on the Program or its underlying literary
material (including, without limitation, any character(s) therein); and (c) each
live action series which Licensor either presently owns or controls, or produces
or otherwise acquires within the period ("Option Period") commencing upon the
date hereof and ending eighteen (18) months after the first U.S. broadcast of
the Program (provided, however, that such eighteen (18) months shall commence no
later than September, 1993), such options to be exercisable by Licensee during
the Option Period.
15. ADDITIONAL. All other terms and conditions shall be in accordance with
----------
Licensee's Standard Terms applicable to agreements of this nature, which shall
be deemed to be incorporated herein (subject only to such changes as are agreed
upon in writing by the parties after good faith negotiation), including, without
limitation, force majeure, default, remedies, invalidity, California law,
Licensor's waiver of equitable relief and survival of representations,
warranties and indemnities. This Agreement shall constitute the entire agreement
of the parties regarding the subject matter herein contained, shall supersede
all prior agreements regarding the subject matter herein contained, and shall
not be modified or supplemented except in a writing signed by the party to be
charged.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
Licensor Licensee
TOEI COMPANY LIMITED SABAN INTERNATIONAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxx Xxxxx
--------------------- ---------------------
Its: Executive Director Int'l Its: President
Sales & Purchasing
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
---------------------
Its: Managing Director
5
DATE: August 21, 1992
AMENDMENT
---------
This amendment ("Amendment") is made as of the above date by and between
Saban International Services, Inc. ("SISI") and Saban International N.V.
("SINV"), (SISI and SINV shall collectively be referred to herein as
"Licensee"), on the one hand, and Toei Company, Ltd. ("Licensor"), on the other
hand.
Reference is made to the Distribution Agreement ("Agreement") dated August
21, 1992 between Licensee and Licensor with respect to "Galaxy Rangers".
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree to and do amend the Agreement as
follows:
1. The series "Metalder" a/k/a "Megaman" shall be included in the
Agreement, subject to all of the same terms and conditions as to "Galaxy
Rangers" therein, except as otherwise provided herein.
2. [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
3. The Term for "Megaman" shall be the same as the term would have been
pursuant to the Distribution Agreement between Licensor and Saban Productions,
Inc. dated June 1, 1986, amended October 22, 1987, had such agreement not been
terminated by the parties pursuant to the Termination Agreement of even date
herewith. Notwithstanding anything to the contrary in the foregoing, Licensee
shall have the option to have the term for "Megaman" be identical to the Term
for "Galaxy Rangers" by paying Licensor the [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
on or before the date six (6) months prior to the expiration (September 10,
1999) of the term for "Megaman", provided that in the event that Licensor does
not receive such payment by such due date, Licensor shall notify Licensee in
writing that it has not received such payment and Licensee shall have sixty (60)
days from such notice in which to pay Licensor.
Except as set forth above, the Agreement is ratified and confirmed in every
respect.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
date written above.
SABAN INTERNATIONAL SERVICES, INC. SABAN INTERNATIONAL N.V.
By: /s/ Xxx Xxxxx By: /s/ X.X. XxXxxx
------------------- -------------------
Its: President Its: Managing Director
TOEI COMPANY LIMITED
By: /s/ Xxxxx Xxxxxxxx
-------------------
Its: Executive Director Int'l
Sales & Purchasing
SABAN INTERNATIONAL SERVICES, INC. SABAN INTERNATIONAL N.V.
0000 X. Xxxxxxx Xxxxxx 6 Xxxxxxx de Veerstraat
Xxxxxxx, XX 00000 XXX Curacao, Netherland Antilles
September 21, 1992
Toei Company, Ltd.
0-0-00, Xxxxx, Xxxx-xx
Xxxxx, 000, Xxxxx
Re: Distribution Agreement dated August 21, 1992
regarding "Galaxy Rangers" and Megaman Agreement
dated June 1, 1986 and amended on October 22, 1987
Dear Sirs:
Regarding the above-mentioned agreements, we would appreciate it if you
would agree to the following:
(a) You will facilitate and cooperate with us in the hiring of the players
who perform the role of the Sorceress character and her disciples for shooting
in your studios in Tokyo, in order to shoot various sequences within two 8-hour
days (including a one-hour lunch break each day).
(b) You will deliver to us all existing costumes used for your production
of the Program.
(c) You agree that we may utilize the footage, not more than three minutes
per episode from the "Megaman" program, in which the Megaman character does not
appear, to make our version for international exploitation.
Please indicate your agreement and confirmation to the above on the space
provided below.
AGREED AND CONFIRMED: Sincerely yours,
TOEI COMPANY, LTD. SABAN INTERNATIONAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxx Xxxxx
------------------ ------------------
Its: Executive Director Its: President
Int'l Sales & Purchasing
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
------------------
Its: Managing Director
AMENDMENT #3
This Amendment ("Amendment #3") is made as of January 30, 1994, to the
"Distribution Agreement" dated August 21, 1992, as previously amended on August
21, 1992, and on September 21, 1992, between Saban International Services, Inc.
("SISI") and Saban International N.V. ("SINV"), collectively "Saban", on the one
hand, and Toei Company, Ltd. ("Toei"), on the other hand, with respect to the
television series produced by Toei entitled Che Xx Xx Ranger a/k/a Galaxy
Rangers upon which Saban's television series Mighty Morphin Power Rangers a/k/a/
Power Rangers is based.
Saban and Toei agree to amend the Distribution Agreement such that Toei hereby
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] payment to be made
promptly upon execution of the Amendment.
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXX]
In addition, [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
The Distribution Agreement, as amended herein, is hereby retitled and confirmed.
AGREED AND ACCEPTED:
TOEI COMPANY LIMITED SABAN INTERNATIONAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
------------------ -----------------
Its: Executive Director Its: Senior Vice President
Int'l Sales & Purchasing
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
----------------
Its: Managing Director
AMENDMENT #4
This Amendment ("Amendment #4") is made as of April 5, 1994, to the
"Distribution Agreement dated August 31, 1992, as previously amended on August
21, 1992, on September 21, 1992, and on January 30, 1994, between Saban
International Services, Inc., and Saban International N.V. (collectively,
"Saban"), on the one hand, and Toei Company, Ltd. ("Toei"), on the other hand,
with respect to the television series produced by Toei entitled Galaxy Rangers
and Metalder a/k/a Megaman.
Saban and Toei agree to amend the August 21, 1992, Amendment to the Distribution
Agreement such that paragraph 3 of the Amendment is changed to read:
"The Term for the series Metalder a/k/a Megaman ("Metalder") shall be the
same as the term for the series Spielvan pursuant to paragraph 3 of that
certain letter dated February 28, 1994, as of February 8, 1994, between
Saban and Toei. In consideration thereof, Saban shall pay Toei
[XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
The Distribution Agreement, as amended herein, is hereby ratified and confirmed.
AGREED AND ACCEPTED:
TOEI COMPANY, LTD. SABAN INTERNATIONAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
------------------ -----------------
Its: Executive Director Its: Senior Vice President
Int'l Sales & Purchasing
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
----------------
Its: Managing Director
[Saban Entertainment Letterhead]
August 26, 1994
Mr. Masoyoshi Endo
Deputy Director
Toei Company, Ltd.
0-00, 0-Xxxxx, Xxxxx
Xxxx-Xx, Xxxxx 000 Xxxxx
Re: Kaku Rangers
Dear Xx. Xxxx:
Toei Company, Ltd. ("Toei") hereby licenses the television series Kaku Rangers
to Saban International Services, Inc. ("SISI"), and Saban International N.V.
("SINV"), collectively "Saban", on the following terms:
1. Programs Granted to Saban: All episodes of Kaku Rangers produced now and in
the future.
2. Territory Granted to Saban:
a. SISI's Territory: The United States and its territories, possessions,
and commonwealths.
b. SINV's Territory: The universe, except (i) SISI's Territory, and (ii)
Brunei, Burma, Cambodia, China, Hong Kong, Indonesia, Japan, Laos,
Macao, Malaysia, the Philippines, Singapore, Taiwan, Thailand, Vietnam,
Sri Lanka, Pakistan, Nepal, Buthan and Korea.
3. Term Granted to Saban: [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
4. Licensed Rights Granted to Saban: All present and future media and forms of
exploitation, with full rights to edit and adapt the Programs in any way Saban
determines in the same style as Saban edited and adapted Che Xx Xx Ranger a/k/a
Galaxy Rangers for Mighty Morphin Power Rangers.
5. Exclusivity Granted to Saban: All elements of the Programs, including
characters therein, will be exclusive to Saban during the Term and in the
Territory.
Mr. Masoyoshi Endo
Toei Company, Ltd.
Re: Kaku Rangers
August 26, 1994
Page 2
6. Delivery: As a material condition to this agreement, Toei will deliver to
Saban at the same time as delivery to Saban of each episode the complete costume
for the monster appearing in such episode and the Japanese-language script for
such episode. Toei also will deliver to Saban the same materials delivered to
Saban for Che Xx Xx Ranger. Toei will deliver all episodes currently completed
promptly upon signing this agreement, and, thereafter, will deliver episodes in
groups of five (5).
7. License Fee: Saban will pay Toei [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXX]
8. Exploitation Rights Granted to Toei: In addition, [XXXXXXXXXXXXXXXXXXXXXX
-----------------------------------
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
a. a 1" NTSC color videotape copy (with separate voice and M&E tracks) of
each such episode when completed; and,
b. an "as recorded" English-language script for each Series episode.
9. Other Terms: All terms and conditions set forth in the Distribution
-----------
Agreement dated August 21, 1992, as amended, between SISI, SINV, and Toei, with
respect to Che Xx Xx Ranger a/k/a Galaxy Rangers that are not inconsistent with
the terms and conditions set forth herein also will apply.
Mr. Masoyoshi Endo
Toei Company, Ltd.
Re: Kaku Rangers
August 26, 1994
Page 3
Please return three signed copies of this agreement. Thereafter, we will return
a fully-executed copy for your files.
Thank you.
Sincerely,
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
Senior Vice President
Business Affairs
AGREED TO AND ACCEPTED:
TOEI COMPANY LIMITED SABAN INTERNATIONAL SERVICES, INC.
By: /s/[Signed by an authorized By: /s/ Xxxxxxx Xxxxx
------------------------------ -------------------------------
officer; signature illegible] Its: _____________________________
------------------------------
Its: ____________________________
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
-------------------------------
Its: Managing Director
[LOGO OF SABAN ENTERTAINMENT]
August 26, 1994
Mr. Masoyoshi Endo
Deputy Director
Toei Company, Ltd.
0-00, 0-Xxxxx, Xxxxx
Xxxx-Xx, Xxxxx 000 Xxxxx
Dear Xx. Xxxx:
Saban International N.V. and Saban International Services, Inc. (collectively,
"Saban"), and Toei Company, Ltd. ("Toei"), have entered into a Distribution
Agreement dated August 21, 1992, and thereafter have entered into additional
distribution agreements pursuant to which Toei has granted Saban exclusive
rights in Che Xx Xx Ranger a/k/a Galaxy Rangers, Metalder, Dai Ranger, Spielvan,
and Kaku Rangers. Pursuant to these agreements, Saban includes action footage
from Toei's programs in new programs produced by Saban. For example, action
footage from Galaxy Rangers and Dai Ranger is included Mighty Morphin Power
Rangers.
Saban has granted Toei the right to exploit, in Toei's reserved territories, the
new episodes Saban creates using Toei's material. Saban's term of rights in
Toei's material is ten years with an option to renew for an additional fifteen
years; Toei's rights in the episodes Saban creates using Toei's materials, such
as Mighty Morphin Power Rangers, is for the same term as Saban has from Toei.
Toei and Saban now agree that Saban's term of rights under the distribution
agreements mentioned above and under future distribution agreements for Toei
live-action series will be in perpetuity and that Toei's term of rights, in
Toei's reserved territories, in the programs Saban produces using Toei's
material also will be in perpetuity.
Thank you.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Senior Vice President
Business Affairs
Mr. Masoyoshi Endo
Toei Company, Ltd.
August 26, 1994
Page 2
ALL TERMS AND CONDITIONS SET FORTH ON THE PRECEDING PAGE ARE AGREED TO AND
ACCEPTED:
TOEI COMPANY, LTD. SABAN INTERNATIONAL SERVICES, INC.
By By /s/ Xxxx Xxxxx
---------------------- --------------------------------
Its Its
[signed by an authorized signatory; SABAN INTERNATIONAL N.V.
signature illegible]
By /s/ X.X. xx XXXX
--------------------------------
Its Managing Director
[Saban Entertainment Letterhead]
October 7, 1994
Mr. Masoyoshi Endo
Deputy Director
Toei Company, Ltd.
0-00, 0-Xxxxx, Xxxxx
Xxxx-Xx, Xxxxx 000 Xxxxx
Dear Xx. Xxxx:
Saban International N.V. and Saban International Services, Inc. (collectively,
"Saban"), and Toei Company, Ltd. ("Toei"), have entered into a Distribution
Agreement dated August 21, 1992, granting Saban certain rights in Toei's live
action children's television series entitled "Che Xx Xx Ranger" a/k/a "Galaxy
Rangers".
Paragraph 14 of the Distribution Agreement grants Saban the option to acquire
additional live action series owned or controlled by Toei. Saban and Toei
hereby agree that the Option Period set forth in paragraph 14 will be extended
automatically by one year for each Toei series acquired by Saban, including Dai
Ranger, Spielvan, and Kaku Rangers.
Thank you.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Senior Vice President
Business Affairs
ALL TERMS AND CONDITIONS SET FORTH ON THE PRECEDING PAGE ARE AGREED TO AND
ACCEPTED:
TOEI COMPANY LIMITED SABAN INTERNATIONAL SERVICES, INC.
By: /s/ [Signed by an authorized officer; By: /s/ Xxxx Xxxxx
------------------------------------ -------------------------------
signature illegible] Its: ______________________________
------------------------------------
Its: __________________________________
Mr. Masoyoshi Endo
Toei Company, Ltd.
October 7, 1994
Page 2
SABAN INTERNATIONAL N.V.
By: /s/ X.X. xx Xxxx
--------------------------
Its: Managing Director
[Saban Entertainment Letterhead]
February 27, 1995
Xx. Xxxxxxxxx Xxxx
Deputy Director
Toei Company, Ltd.
0-00, 0-Xxxxxx,
Xxxx-Xx, Xxxxx 000 Xxxxx
Dear Endo-San,
Reference is made to the Distribution Agreement, as amended, dated August 21,
1992 between Saban International N.V. and Saban International Services, Inc. and
its successor in interest Saban Entertainment, Inc. (collectively "Saban") and
Toei Company, Ltd. ("Toei"). Saban and Toei desire to amend paragraphs 5. and 6.
of the Distribution Agreement whereby Saban will pay Toei upon execution of this
amendment [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] For purposes of
video cassettes and video games, "Licensee's gross merchandising income" shall
include an amount equal to [XXXXXXXXXXXXXXXXXXXXXXXXX] Commencing October 1,
1997, Toei's merchandising participation pursuant to paragraph 6. of the
Distribution Agreement will resume based on Licensee's gross merchandising
income earned after September 30, 1997.
/s/ Xxx Xxxxx
-------------------------
Saban Entertainment, Inc.
/s/ [Signed by an authorized officer;
-------------------------------------
signature illegible]
-----------------------
Toei Company, Ltd.
/s/ X.X. xx Xxxx
------------------------
Saban International N.V.
