After much discussion there seemed to be a number of points of agreement today with a possible way forward outlined below. Some questions remain. Here's a recap:



1) the idea of PP/SM being featured in Cap3 sounds fantastic and an exciting way for the character to be reintroduced to the fans with a new actor.

Q: could we participate in casting the new actor for SM and any other key cast related to him like Aunt May, Mary-Jane etc?

Q: what do we get as a licensing fee - we should ask for a combo upfront fee plus some back-end (for example maybe $10M fee against $20M)

- the Russos will have to give us a detailed pitch of what they are planning as part of the deal so that we can continue to develop our own projects accordingly.



2) once the character is introduced as part of the Civil Wars the next SM stand alone movie should logically follow on from that.

Q: do we have to commit to that now? Could we just agree to the Cap3 appearance and then decide based on how the relationship works? And how we feel about Drew's script when it comes in?

- IF we agree to Marvel producing the next stand alone movie then it should be a one picture commitment. They must commit to a 2017 release or pay us a penalty tbd (but let's say $100M). We have to work out a mechanism that gives us the ability to control the budget. For example, if they don't provide a movie that can be made for $200M and released in 2017 then they have to pay the penalty or we proceed and they are on the hook for budget overages. Similarly we have to commit to a certain level of spending to market the movie TBD.

- the spin here is that we are sub-contracting Marvel to produce the movie for Sony so that both Sony and Marvel can participate in the expanded universe and creative opportunities that come from reuniting SM with his peers. Sony will still finance, market and release the movie.



3) we retain the right to make our SS movie in 2016

- ideally we only have to commit to Cap3 now OR we commit to Cap3 plus one stand-alone and retain the right to develop and make our other movies thereafter.

- in either scenario we need to know exactly what Marvel is planning so we can develop future movies in tandem (as our own policy insurance).

- once we read Drew's script we can determine whether it's a movie we believe in and whether it can follow Cap3. IF doing Cap3 precludes us from doing SS then we definitely want a SM movie in 2017 that either Marvel produces or we produce because otherwise we have given up our window in 2016 for very little financial gain in 2015.



4) we continue to develop with Drew, Lisa, Lord & Miller and protect our ability to go make those movies should the partnership with Marvel not work.

- we should carve out animation even if the relationship proves successful since this will be such a separate creative endeavor (think Lego Batman co-existing with Batman vs Superman).



5) we do not commit to more than Cap3 and one stand alone SM movie at this stage to protect our rights and maintain leverage.

- Should the relationship prove successful then we create a mechanism that guarantees up to two more stand alone SM movies if released no more than 2 years apart otherwise the rights revert to us and a penalty is paid (for example $100M per movie).

- also should the relationship continue beyond Cap3 and one stand alone then Marvel can continue to license SM to be a part of their other movies for a fee (for example $10M vs $20M per picture).









From: "Minghella, Hannah" Sender: "Minghella, Hannah" To: "Pascal, Amy", "Belgrad, Doug", "DeLuca, Michael" Subject: Meeting Recap Date: Tue, 21 Oct 2014 10:03:29 -0400 Message-ID: <96576868-0B73-4DF2-942F-08AD6B1379F9@spe.sony.com> X-Mailer: Microsoft Outlook 14.0 Thread-Index: AQGVgKuGj0ijkp0F7GvDutESLLD6Bg== Content-Language: en-us x-ms-exchange-organization-authas: Internal x-ms-exchange-organization-authmechanism: 04 x-ms-exchange-organization-authsource: ussdixhub21.spe.sony.com acceptlanguage: en-US Status: RO X-libpst-forensic-sender: /O=SONY/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=HGMINGHELLA MIME-Version: 1.0 Content-Type: multipart/mixed; boundary="--boundary-LibPST-iamunique-1369549809_-_-" ----boundary-LibPST-iamunique-1369549809_-_- Content-Type: text/plain; charset="windows-1252" After much discussion there seemed to be a number of points of agreement today with a possible way forward outlined below. Some questions remain. Here's a recap: 1) the idea of PP/SM being featured in Cap3 sounds fantastic and an exciting way for the character to be reintroduced to the fans with a new actor. Q: could we participate in casting the new actor for SM and any other key cast related to him like Aunt May, Mary-Jane etc? Q: what do we get as a licensing fee - we should ask for a combo upfront fee plus some back-end (for example maybe $10M fee against $20M) - the Russos will have to give us a detailed pitch of what they are planning as part of the deal so that we can continue to develop our own projects accordingly. 2) once the character is introduced as part of the Civil Wars the next SM stand alone movie should logically follow on from that. Q: do we have to commit to that now? Could we just agree to the Cap3 appearance and then decide based on how the relationship works? And how we feel about Drew's script when it comes in? - IF we agree to Marvel producing the next stand alone movie then it should be a one picture commitment. They must commit to a 2017 release or pay us a penalty tbd (but let's say $100M). We have to work out a mechanism that gives us the ability to control the budget. For example, if they don't provide a movie that can be made for $200M and released in 2017 then they have to pay the penalty or we proceed and they are on the hook for budget overages. Similarly we have to commit to a certain level of spending to market the movie TBD. - the spin here is that we are sub-contracting Marvel to produce the movie for Sony so that both Sony and Marvel can participate in the expanded universe and creative opportunities that come from reuniting SM with his peers. Sony will still finance, market and release the movie. 3) we retain the right to make our SS movie in 2016 - ideally we only have to commit to Cap3 now OR we commit to Cap3 plus one stand-alone and retain the right to develop and make our other movies thereafter. - in either scenario we need to know exactly what Marvel is planning so we can develop future movies in tandem (as our own policy insurance). - once we read Drew's script we can determine whether it's a movie we believe in and whether it can follow Cap3. IF doing Cap3 precludes us from doing SS then we definitely want a SM movie in 2017 that either Marvel produces or we produce because otherwise we have given up our window in 2016 for very little financial gain in 2015. 4) we continue to develop with Drew, Lisa, Lord & Miller and protect our ability to go make those movies should the partnership with Marvel not work. - we should carve out animation even if the relationship proves successful since this will be such a separate creative endeavor (think Lego Batman co-existing with Batman vs Superman). 5) we do not commit to more than Cap3 and one stand alone SM movie at this stage to protect our rights and maintain leverage. - Should the relationship prove successful then we create a mechanism that guarantees up to two more stand alone SM movies if released no more than 2 years apart otherwise the rights revert to us and a penalty is paid (for example $100M per movie). - also should the relationship continue beyond Cap3 and one stand alone then Marvel can continue to license SM to be a part of their other movies for a fee (for example $10M vs $20M per picture). ----boundary-LibPST-iamunique-1369549809_-_---