Exhibit 10.2
OPTION AGREEMENT
KNOW ALL PERSONS BY THESE PRESENTS: that for good and valuable consideration
receipt of which is hereby acknowledged, the undersigned, ▇▇▇▇ ▇▇▇▇▇▇▇
("Owner"), hereby grants to ▇▇▇▇▇ Dead, Inc. ("Purchaser"), and Purchaser's
representatives, successors, licensees and assigns the sole exclusive and
irrevocable right and option to purchase and acquire from Owner the sole and
exclusive right, title and interest, including, without limitation, all motion
picture, television and customary allied and incidental rights (to include,
without limitation, merchandising, advertising, publicity, music publishing,
soundtrack, videocassette rights and limited publication rights) (collectively,
"Rights") for production, advertising and exploitation purposes, but subject to
certain rights which are expressly reserved by Owner, in all languages,
throughout the universe in perpetuity, in and to the below-referenced literary
material and any other literary material including, without limitation, all now
existing and hereafter created titles, themes, ideas, stories, contents,
dialogue, characters, artwork, visual images, issues, adaptations, and other
versions thereof and in and to the copyright thereof and all renewals and
extensions of such copyright.
Title: "▇▇▇▇▇ Dead"
Written by: ▇▇▇▇ ▇▇▇▇▇▇▇
Initial Publisher: Viking Penguin, a division of Penguin Group
(USA) Inc.
Date and Place of Registration: December 3, 1998 The United States
Copyright Registration No: TX 4 902 336 Owner: ▇▇▇▇ ▇▇▇▇▇▇▇
Owner represents and warrants that Owner is the owner of the Rights, and that
Owner has not heretofore sold, assigned, transferred, mortgaged, pledged or
hypothecated any of the Rights
Purchaser's Option shall commence as of April 15, 2003 and continue for a period
of twelve (12) months. Purchaser shall have the right to extend the Option
Period by twelve (12) months. The Option herein granted may be exercised by
Purchaser or its heirs, representatives, successors, licensees or assigns as
provided in that certain option/purchase agreement dated as of April 15, 2003
("Agreement") between Purchaser and Owner, and this Agreement is subject to all
of the terms and conditions of the said Agreement, all of which are incorporated
herein by reference.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 15th day
of April, 2003.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
(▇▇▇▇ ▇▇▇▇▇▇▇)
STATE OF
COUNTY OF
On April 15, 2003, before me, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, personally appeared ▇▇▇▇ ▇▇▇▇▇▇▇,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal. (SEAL)
II-66
ASSIGNMENT
KNOW ALL PERSONS BY THESE PRESENTS: that for good and valuable consideration
receipt of which is hereby acknowledged, the undersigned, ▇▇▇▇ ▇▇▇▇▇▇▇
("Owner"), hereby grants, sells, assigns and sets over to ▇▇▇▇▇ Dead, Inc.
("Purchaser"), and Purchaser's successors, and assigns, as of April 15, 2003 the
sole and exclusive right, title and interest, including, without limitation, all
motion picture, television and certain allied and incidental rights (to include,
without limitation, merchandising, advertising, publicity, music publishing,
soundtrack, videocassette rights and limited publication rights) (collectively,
"Rights") for production, advertising, and exploitation purposes, but subject to
certain rights which are expressly reserved by Owner, in all languages
throughout the universe, in perpetuity, in and to the below-referenced literary
material and any other literary material, including, without limitation, all now
existing and hereafter created titles, themes, ideas, stories, contents,
dialogue, characters, artwork, visual images, issues, adaptations, and other
versions thereof, and in and to the copyright thereof and of any productions
produced by Purchaser which are based thereon or derived therefrom and all
renewals and extensions of such copyright(s).
Title: "▇▇▇▇▇ Dead"
Written by: ▇▇▇▇ ▇▇▇▇▇▇▇
Initial Publisher: Viking Penguin, a division of Penguin Group
(USA) Inc.
Date and Place of Registration: December 3, 1998 The United States
Copyright Registration No: TX 4 902 336 Owner: ▇▇▇▇ ▇▇▇▇▇▇▇
Owner and Purchaser have entered into or are entering into a formal
option/purchase agreement dated as of April 15, 2003 ("Agreement") relating to
the transfer and assignment of the rights in and to said literary work, which
rights are more fully described in the Agreement, and this assignment is
expressly made subject to all of the terms, conditions and provisions contained
in the Agreement, all of which are incorporated herein by reference.
IN WITNESS WHEREOF, the undersigned has executed this assignment this 15th day
of April, 2003.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
(▇▇▇▇ ▇▇▇▇▇▇▇)
STATE OF
COUNTY OF
On April 15, 2003 ▇▇▇▇ ▇▇▇▇▇▇▇ personally known to me (or proved to me on me
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed same in his/her/their authorized capacity(ies) and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal. (SEAL)
II-67
