Production and Distribution Rights Sample Clauses

Production and Distribution Rights. If the Conditions are satisfied and the Production Term expires without a Picture having been produced and released by SPE, SPE shall quitclaim to Marvel, free and clear of all liens, claims, encumbrances and restrictions created or incurred by SPE or its successors, licensees or assigns, all rights which SPE and/or its affiliates may then have relating to the production or distribution of a motion picture based upon Spider-Man, specifically including without limitation the home video distribution rights which SPE claims to have acquired from 21st Century Entertainment and any other rights arising from the agreements and documents listed on Schedule 4 or relating to the litigation listed on Schedule 5, and the Cameron Treatment if it is acquired by SPE from MGM or Marvel, but excluding the following (collectively “SPE Development Materials”): all other treatments, outlines, scripts and/or other materials acquired by SPE from MGM and all materials created by or at the direction of SPE during the Production Term. In connection with such quitclaim SPE shall warrant that it has not theretofore transferred to any party (other than to affiliates) any rights obtained by SPE under such agreements and documents. In the event that SPE is obligated to (and does) make the foregoing quitclaim, in consideration of this quitclaim Marvel (and its successors, assigns and licensees) shall be obligated to pay to SPE a rights payment of $3,000,000, payable in full upon commencement of principal photography of the first theatrical motion picture produced by any party based in whole or in part on the Property following the expiration of the Production Term. The foregoing obligation shall be secured either by an irrevocable letter of credit in the amount of $3,000,000 in a form and issued by a bank reasonable acceptable to SPE or by a Mortgage of Copyright on the theatrical motion picture rights in the Property in the form of Exhibit E (or other form reasonably acceptable to SPE), which Marvel shall sign and deliver to SPE upon SPE’s quitclaim to Marvel of the foregoing rights.
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