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License Agreement By Anthony J. Marks Bryan Cave LLP Santa Monica, California
MARVEL ENTERPRISES INC 10-Q EX. 10.1-LICENSE AGREEMENT 5/8/2006

EXHIBIT 10.1

************* DENOTES MATERIAL THAT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT D05184
This license agreement (this "Agreement"), which is effective upon the Commencement Date, as defined in Section 1(e) below, is by and between Marvel Characters, Inc., a Delaware corporation with an office at 9242 Beverly Boulevard, Suite 350, Beverly Hills, CA 90210 (Marvel) and, solely with respect to characters based on movies and television shows featuring SpiderMan and produced by Sony Pictures Entertainment Inc. (Spider-Man Movie Characters), Spider-Man Merchandising L.P. with an office at 417 Fifth Avenue, Mezzanine, New York, NY 10016 (the LP and, together with Marvel, Licensor), on the one hand, and the party identified below ("Licensee") on the other. 1. BASIC INFORMATION AND TERMS Numbered Section Attention: Brian Goldner Tel: 401-727-5202 Fax: Email: bgoldner@hasbro.com With a copy to: Barry Nagler, Esq. Tel: 401-727-5008 Fax: 401-727-5121 Email: bnagler@hasbro.com All Marvel Classic Characters. Classic Characters refers to the embodiment of the Marvel characters as originally conceived in the comic books and widely known to the popular imagination through successive classic (i.e., faithful in appearance and characterization to the original comic books) interpretations in comic books, films, TV animation, video games and other media. The Classic designation includes all Marvels current classic (non-media) style guides (and future versions thereof) including, for example, Classic Spider-Man, Classic X-Men and Classic Hulk as well as Marvel Retro, Marvel Heroes and Marvel Extreme style guides, but specifically excludes Marvel Babies as well as all Marvel/LP Entertainment Properties (i.e., media style guides based on films, live-action TV and/or animation). Marvel Super Hero Kids (formerly known as Spider-Man and Friends) pre-school interpretation of the Marvel Universe as conceived and illustrated in the Marvel Super Hero Kids style guide and current Toy Biz Marvel Super Hero Kids pre-school toy line. All Marvel Movie Characters to the extent the applicable merchandising rights are owned and/or controlled by Marvel and/or the LP, subject to any applicable third-party restrictions (for example, restrictions on likeness rights due to cast talent agreements vis--vis specific Marvel live-action movies). All rights to use Marvel Movie Characters as they appear in motion pictures, television productions or productions in other media are subject to agreements between Marvel or the LP and third parties
(a) Licensee: Hasbro, Inc. 1027 Newport Avenue Pawtucket, Rhode Island 02862

(b) Characters:

(including, but not limited to, talent and studios) relating to such productions; however, Marvel and the LP shall use commercially reasonable efforts to obtain from such third parties all rights necessary for Licensee to fully exploit the rights granted hereunder at no further expense to Licensee. If Licensee wishes to use any Marvel Movie Characters other than those characters in Marvels style guide and other than in the form contained in the style guide, then Licensee shall do so only with Marvels prior written approval, and Licensee shall be responsible for any required thirdparty clearances. All Marvel Animated and Live-Action Television Characters to the extent the applicable merchandising rights are owned and/or controlled by Marvel and/or the LP, and subject to any applicable third-party restrictions (as above). All rights to use Marvel Animated and Live Action Television Characters as they appear in animation or television productions are subject to agreements between Marvel or the LP and third parties (including, but not limited to, talent and studios) relating to such productions; however, Marvel and the LP shall use commercially reasonable efforts to obtain from such third parties all rights necessary for Licensee to fully exploit the rights granted hereunder at no further expense to Licensee. If Licensee wishes to use any Marvel Animated and Live Action Television Characters other than those characters in Marvels style guide and other than in the form contained in the style guide, then Licensee shall do so only with Marvels prior written approval, and Licensee shall be responsible for any required third-party clearances. Note: Marvel Movie Characters and Marvel Animated and Live Action Television Characters are collectively Marvel/LP Entertainment Properties. Note: Properties which are not incorporated into and are primarily kept separate and apart from the Marvel Universe are excluded from this Agreement. The Marvel Universe shall mean: (i) all characters whose visual image and description are contained in the Official Handbook of the Marvel Universe as it may be expanded from time to time, in any successor reference work, or in any other reference material identified by Marvel; all characters whose visual image and description are intended by Marvel to be included in future editions of the handbook or successor work described in clause (i) of this sentence; and all characters whose first appearance was in a media production based primarily on any of the characters described in clause (i) of this sentence.

Marvel confirms to Licensee as of the date of signing this Agreement that, to the best of Marvels knowledge, no agreements with third parties with respect to the theatrical releases tentatively entitled Ghost Rider, Spider-Man 3 and Fantastic
Four 2 place limits on Licensees exercise of its rights hereunder, or require royalty or other payments in addition to those set forth specifically herein, with respect to the use of characters appearing in those releases. (c) Licensed Categories:
1) Action Figures: All toy action figures in all sizes in all plastic (e.g. pvc/abs) or other similar synthetic materials or combination of materials, with or without batteries or other electronics (but excluding plush, porcelain and resin, as that term is generally understood in the collectible toy industry) as this category is generally understood within the boys action segment of the toy industry on the date hereof together with all related accessories (weapons, vehicles, playsets etc.) conceived, designed, marketed and sold for interaction with such action figures (for example, SpiderMan action figures with Spider-Man motor-cycle designed and built to scale). Note: For the avoidance of doubt, construction toys and modular playsets, magnetic toys, wooden toys, collectible gift figurines (i.e., collectible statues, busts, dioramas, sculpts, etc.), plastic models and model kits, figural novelty items (e.g. Kubricks, Mini-Mates, Little Big Heads, Tomy Capsule Collectibles), die-cast toys (except for the Titanium range) and figure-inclusive strategy/tactics games (e.g. Hero Clix), except for Attacktix game, are not included in the Licensed Categories. Note: For the avoidance of doubt, the following items are not Action Figures for the purposes hereof and Licensee accepts and understands that Licensor has on-going licenses in each of these business segments, which shall continue throughout the Term: - girls dolls (for example, Barbie, Amazing Amanda) - collectible action figures, statues, busts and dioramas (for example, Diamond Select, Bowen, Hard Heroes, Sideshow, Corgi etc). - micro-figurine playsets (scaled for below 3 inches) (for example, Auto Kit) - construction toys and figures (for example, Mega Bloks, Lego) - magnetic toys and figures (for example, Magnetix, GeoMag) - modular playsets with figures (for example, Playmobil, Famosa Marvel Heroes) - novelty figures (for example, Mini-Mates, Kubriks, Little Big Heads, Bobble-Heads) - plush figures (for example, Russ Berrie, Kelly Toys, Thinkway) - figure-based or figure-inclusive board and/or strategy & tactics games (for example, Playmates Battle Dice, Whiz Kids Hero Clix) - micro (below 3 inches) figurines (for example, Bullyland, Tomy/Bandai Capsule Collectibles) - micro (below 3 inches) figurines for premiums (for example, QSR premiums, micro-figurines inside of food/chocolate) - figural room guards, banks, clocks, walkie-talkies, radios, hard candy, novelty candy (e.g. Spinners), confectionary and other non-action-toy devices or objects. 2) Marvel Super Hero Kids Pre-School Figures, including

5. Attach the 48 loaded frames to the gameboard frame. The color of the card should match the color of the gameboard frame. It doesn't matter which positions the frames occupy. After attaching each frame, flip it up and down to make sure that it fits properly. See Figure 2.

Game Setup

SET UP YOUR GAMEBOARD Each player should choose a gameboard and place it on a flat surface. Flip all of the frames upright by tipping your gameboard away from you; then set it flat again. DRAW YOUR MYSTERY CARD Shuffle the Mystery cards. Choose two cards at random, then pick one you want to play. Fit your Mystery card into the slot so your Mystery Person faces you (See Figure 4). Return the card you didn't choose to the bottom of the deck. ~ * W J - -. -

INSTRUCTIONS

FOR 2 PLAYERS

AGES 6+

3. Hold a Face card so that you can see the number under the lip as shown in Figure 1.

Object

Guess your opponent's mystety Marvel character before your opponent guesses yours.

Contents

2 Gameboard trays, 24 Mystery cards, 48 Face cards and Face frames, 2 Score keepers
4. Randomly slide one Face card into a Face frame by weaving the card under and over the tabs, pushing it until it completely rests in the frame's inner grooves (See Figure 1).
6. Attach a score keeper to each gameboard as shown in Figure 3. Use the score keepers for Championship Play only.

The First Time You Play

1. Carefully twist the 48 Face frames and the 2 two-piece score keepers off of the plastic runners. Discard the waste.

SCORE KEEPER

Push the tabs down through the gamehoard slot, then thraugh the hok in the fastener.

FIGURE 4

Your opponent does the same. Then place all unused Mystery cards out of play. Sit facing your opponent so he or she can't see the Mystery Person on your card!

FIGURE 3

2. Gently detach the 48 Face cards and the 24 Mystery cards from the sheet. Discard the waste.

Gameplay

1. The younger player goes first.
2. On your turn you may either ask a question or guess who the Mystery Person is. (HINT: Don't use your turn to guess the Mystery Person unless you're sure you are correct, or you will aut~maticajly lose the game.)
After you ask a question and flip down as many faces as you can, your turn is over.
GUESSING THE MYSTERY PERSON When you think you know who the Mystery Person is, INSTEAD of taking your normal turn, make your guess.

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You must say "both" or "either" when asking questions about the Mystery People. For example, you may ask, "Are both of your characters female?" or "Is either of your Mystery Characters wearing green?" Be very careful when eliminating gameboard faces - and try to remember which questions you've already asked. To guess the Mystery People correctly, you must guess both of them on the same turn.
We will be hap y to hear your questions or comments a out this game. US consumers olease write to: Hasbro Games. consumer Affairs Dept., P.O. Box 200, Pawtucket, RI 02862. Tel: 888-836-7025 (toll free). Canadian consumers please write to: Hasbro Canada Corporation, 2350 de laprovince, Longueuil, QC Canada, J4G 162. European consumers please write to: Hasbro UK Ltd., Hasbro Consumer Affairs, P.O. BOX 43, Caswell Way, Newport, Wales, NP194Y4 or telephone our Helpline on 2242 7276.

ASKING QUESTIONS Notice the differences among the 24 faces on your gameboard. Skin and hair colors are different; some faces have masks or glasses; some are males and others are female. On each turn, ask your opponent one question until ' you're ready to guess who the Mystery Person is. Each question must have either a "yes" or a "no" answer.
For example, if you think the Mystery Person is Spider-Man, tell your opponent, "I think the Mystery Person is Spider-Man." Your opponent must then tell you whether or not your guess was correct.
MARVEL Marvel Heroes and the distinctive likenesses thereof are trademarks of Marvel Characters, Inc., and are used with permission. Cop~riuht.- - Q 2006 Marvel characters, Inc. All rights reserved. www.marvel.com. Licensed by Marvel Characters, Inc. The HASBRO, MILTON BRADLEY and MB names and lo os and GUESS WHO are 4 & ~ar$ro, Pawtucket, RI 02862. All Riuhts Reserved. TM & @ denote U.S. ~radekarks. 5384201 101

Championship Play

If you wish to play a series of games, slide the score keeper on the gameboard tray up one notch for every game you win. The first player to win five games is the champion!

Winning the Game

Once you guess who the Mystery Person is, you'll either win or lose. If you guessed correctly, you win! If you guessed the wrong character, you lose!
Not suitable for children under 3 y m because of small parts - choking hazard.

PROOF OF PURCHASE

For example: You could ask: "Does your Mystery Person wear a mask?" Your opponent must then answer either " y e " or "no". After your opponent answers, you may be able to eliminate one or more gameboard faces. For example, if your opponent answers, "Yes, the Mystery Person has a mask," flip down all of the faces that are not wearing masks, since they can't be the correct Mystery Person.

Challenge Game

For an extra challenge, both players draw two Mystery cards and place them side-by-side in their Mystery card slots. The object in the Challenge Game is to guess both of your opponent's Mystery People.