Kirby - Marvel Appellate Document Record Volume 11 (Sort Of) - Marvel's Supplemental Appendix

Case 11-3333, Document 104, 04/05/2012, 572889, Page1 of 69
11-3333- cv
United States Court of Appeals
for the
Second Circuit

MARVEL CHARACTERS, INCORPORATED, MARVEL WORLDWIDE,

INCORPORATED, MVL RIGHTS, LLC,
Plaintiffs-Counter-Defendants-Appellees,
WALT DISNEY COMPANY, MARVEL ENTERTAINMENT, INCORPORATED,
Counter-Defendants-Appellees,
– v. –
LISA R. KIRBY, NEAL L. KIRBY, SUSAN N. KIRBY, BARBARA J. KIRBY,
Defendants-Counter-Claimants-Appellants.
___________________________
ON APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
SUPPLEMENTAL APPENDIX
R. BRUCE RICH DAVID FLEISCHER

JAMES W. QUINN HAYNES AND BOONE, LLP
RANDI W. SINGER 30 Rockefeller Plaza, 26th Floor
GREGORY SILBERT New York, New York 10112
WEIL, GOTSHAL & MANGES LLP (212) 659-7300
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Attorneys for Plaintiffs-Counter-Defendants-Appellees
and Counter-Defendants-Appellees
Table of Contents
Page
Certificate of Amendment of Certificate of Incorporation,
Filed January 5, 2010 ..................................................... SUPP A-1
Complaint, Dated March 9, 2010, Attached as Exhibit A
to the Declaration of Marc Toberoff in Support of
Defendants’ Motion to Dismiss [Docket No. 13] .......... SUPP A-3
Termination Notices, Excerpted from Exhibit 16 to the
Declaration of Randi W. Singer in Support of
Plaintiffs’ Motion for Summary Judgment
[Docket No. 65] .............................................................. SUPP A-23
SUPP A-1
'lJe[aware PAGE 1
'Ifie :First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "MARVEL PUBLISHING,
INC_ ", CHANGING ITS NAME FROM "MARVEL PUBLISHING, INC. " TO
;~M'ARV.!iL WORLDWIDE, INC. ii, FILED IN THIS OFFICE ON THE FIFTH DAY
OF JJlNUARY, A.D. 2010, AT 12,10 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
4039811 8100
100008227 DATE' 01-05-10

You may verify this ce.rti£icate online
at corp. delaware. gov/au-thver. :o-html
SUPP A-2
State of Dalawaze
Secret:azy of State
Division of Corporations
Delivered 12:43 PM 0110512010
FILED 12:10 PM 01/05/2010
SRV 100008227 - 4039811 FILE
STATE OF DELAWARE
CERTDnCATEOFAMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of tbe General
Corporation Law of the State of Deiaware does hereby cenii)r:
FIRST: That at a meeting of the Board ofDirectors of
Marvel Publishing) Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Ccrtificaie of incorponliion of said corporation, deciaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed !Ylll;mliment is
as follows:
RESOLVED, that the Certificate oflnCO!pOtalion of this corporation be amended
by changing the Article thereof numbered " fiRST • so that, as
ame.-"lded, said Article shall be and read as follows:
FIRST: The name of this corporation shall be Marvel Worldwide, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a

special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the Generai Corporation Law of
the State of Delaware at which meeting the necessary number of shares as required
by ~te were voted in favor of the amendment
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be

sfgned this _4..~"~·_ _ _ _ _ day of Ja..'1ua.7 202:._.
By:.__ ~~--·~~~~~--------
Authorized Officer
Title:_::C::_FO"-------------~
Name: Kenneth P. West

Print or Type
SUPP A-3
Cft;!se 1:1 0-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 2 of 21
I FP fn
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1
2 KeithG.Adams(CAStateBarNo.240497) !OHAR-9 n"
11TORPROFF& A'<«OrTATF'< Pr _
3112o4_9ceiib.eyI>~k:"E'ii_ ~-_stiit"e-272o·
_ Los Angeles, CA 9006t
CLER~Y.~_-' ~ >(·~.rcc:?8t
cu<' '; ·,:,~-. :;_"r.LLl>
1
4 "Telephone: ~310) 246-3333 --

511 ~~:~lf K~fo\?lr~2f@1~~\a.com
1 6
¥:-------
6 Attorneys for Plaintiffs,
LISAR. KIRBY, BARBARAJ. KIRBY,
: II NEAL L. KIRBY, and SUSAN M. K!RRY
11
-~II UNITED STATES DISTRICT COURT
IU I CENTRAL DISTRICT OF CALIFOR.i''-HA
II
11 LISA R. KIRBY, as an individual , CASE NO. SftCJiiiJ-QTJ'dl7-"CJl{Jlif..\._
12 and as Trustee for THE
ROSALIND KIRBY TRUST, a I COMPLAINT FOR:
13 trust; BARBARA J. KIRBY, an [1] DECLARATORY RELIEF RE:
1411 individual; NEALL. KIRBY, an I - - TERMINATION, 17 U.S.C. §
11ii~~:a~~~~~i~~~~~ ~O:~~TORY RELIEF RE:

''
IS M. I [2]
::II Plaintiffs, I [3]4 ~~~;;::~ION; and

;~ II I i i ~~~~~5 ~~s~c~~ ~~2~~AM
1
vs.
19
11 MARVELENTERTAINMENT, I DE~AND FOR JURY TRIAL
II
20 INC., a corporation; MARVEL I - - --
21 II :~:;~~:~~iivi1a I
22 CPu\P~CTERS, I}~ C.,
a
corporation; MVL RIGHTS, LLC,
23
a corporation; THE WALT
24 DISNEY COMPANY, a
corporation; and DOES 1 through
25
10,
26
Defendants.
27
28
COMPLAINT
SUPP A-4
J~se 1:1 0-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 3 of 21
I
II Plaintiffs LISA R. KIRBY, BARBARA J. KIRBY, NEALL. KIRBY, and
~ II~~~~~ M. KIRBY, by and through their attorneys of record, hereby allege as
~4111UUUW~;
JTTRTSOWTTON ANO Vli'.NTTF.
sll 1. This is a civil action seeking declaratory relief arising out of

611 Plaintiffs' termination, pursuant to the United States Copyright Act of 1976, 17
711 U.S.C. § 304(c), of prior grants of copyright in and to the original characters and
811 works created and/or co-created by Jack Kirby (a.k.a. Jacob Kurtzberg) ("Kirby"),
911 known as "The Fantastic Four," "Iron .iv1an," "Ant-lvian,'' "X-Jvien," "The
10
~-
Tnl':rPclihle Hnlk_" "The
-----------------, Aveno-er~" "Thor"
------·---o---, -----, "Nlc:k F11rv ""Snliler-M::m_"
-·------J, -r---- -----, "Jnnrnev
------J
II Into Mystery," "Rawhide Kid," "Strange Tales," "Tales of Suspense," "Amazing

12 Adventures" and "Tales to Astonish."
13 2. This Court has subject matter jurisdiction over the claims set forth in
14 this Complaint pursuant to the United States Copyright Act (hereinafter, the
i5 "Copy1ight Act"), 17 U.S.C. § 101 eta/. pursuant to the Lanhatu Act, 15 U.S.C. §§
16 1121 and 1125(a) and (c), and 28 U.S.C. §§ 1331 and 1338(a) and (b). This Court
17 has supplemental jurisdiction over the related state claim herein under 18 U.S.C. §
18 1367 in that these claims form part of the same case and controversy as the federal
19 claims herein.
20 3. This Court has personal jurisdiction over the Defendants in that
21 Defendants are regularly doing business in the State of California and in this
22 district and maintain contacts within the State of California and this district.
23 4. Venue is proper in the United States District Court for the Central
24 District of California pursuant to 28 U.S.C. §§ 139l(b) and (c) and 1400(a),
25 because Defendants are conducting business in this district and are subject to
26 personal jurisdiction in this district and because Defendants THE WALT DISNEY
27 COMPANY, MARVEL CHARACTERS, INC., and MVL RIGHTS, LLC have
28 their principal place of business in this district.
1
COMPLAINT
SUPP A-5
~~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 4 of 21
1 PARTIES
2 5. Plaintiff LISA R. KIRBY (hereinafter "Lisa Kirby") is an individual
3 and a citizen of and resides in the State of California, in the Cow1ty ofVentwa,
4 and is and at all times has been a citizen of the United States_ Lisa Kirby is the
5 daughter of Jack Kirby. Lisa Kirby is the Trustee of the Rosalind Kirby Trust, a
6 California trust.
7 6. Plaintiff BARBARA J. KIRBY (hereinafter "Barbara Kirby") is an
8 individual and a citizen of and resides in the State of New York, in the County of
9 Putnruu, and is and at all thues has been a citizen of the United States. Barbara
Io Kirby is the daughter of Jack Kirby.
11 7. Plaintiff NEALL. KIRBY (hereinafter "Neal Kirby") is an individual
12 and a citizen of and resides in the State of California, in the County of Orange and
13 is and at all times has been a citizen ofthe United States. Neal Kirby is the son of
14 Jack Kirby.
15 ""· Plaintiff SUSAt.l ~v-1. K..lJ>J3Y (hereinafter "Susan Kirby") is an

16 individual and a citizen of and resides in the State of New York, in the County of
17 Putnam, and is and at all times has been a citizen of the United States. Susan
18 Kirby is the daughter of Jack Kirby.
19 9. Plaintiffs are informed and believe and based thereon allege that
20 defendant Hili WALT DISNJ::<:Y COMPAN-Y (hereinafter "Disney") is a
21 corporation organized and existing u..~der the laws of the State ofDela~vVare, which
22 has its principal place of business in Los Angeles County, California.
24 Defendant MARVEL ENTERTAINMENT, INC. (hereinafter, collectively with
25 defendants MARVEL WORLDWIDE, INC., MARVEL CHARACTERS, INC.,
26 and MVL RIGHTS, LLC, "Marvel") is a corporation organized and existing under
27 the laws of the State of Delaware; and that MARVEL ENTERTAINMENT, INC.
28 regularly conducts significant business in the State of California and in the County
2
COMPLAINT
SUPP A-6
J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 5 of 21
I of Los Angeles. Plaintiffs are informed and believe and based thereon allege that
2 Marvel was recently purchased by Disney, on December 31, 2009.
3 11. Plaintiffs are infonned and believe and based thereon allege that
4 defendant MARVEL WORLDWIDE, INC is a Delaw,.re corporation maintai__ning
5 its principal place of business in New York, New York, and that MARVEL
6 WORLDWIDE, INC. regularly conducts significant business in the State of
7 California and in the County of Los Angeles.
9 defendant tv1ARVEL CHARACTERS, TI"~C. is a C01poration organized and
!0 existing under the laws of the State of Delaware, which has its pri_ncipal place of
II business in Los Angeles County, California.

13 defendant MVL RIGHTS, LLC is a corporation organized and existing under the
14 laws of the State of Delaware, which has its principal place of business in Los
15 Angeles County, California.

17 Marvel is the relevant successor-in-interest to the following entities: Timely
18 Comics; Atlas Comics; Atlas Magazines, Inc.; Magazine Management Company,
19 Inc.; Canam Publishers Sales Corporation; Non-Pareil Publishing Corporation;
20 Vista Publications, Inc.; Zenith Publishing Corporation; Bard Publishing
21 Corporation; \Va..~wrick Publications, Inc.; ~v1ale Publisl"-Jng Corp.; }v1:iss A._TJ_erica

22 Publishing Corporation; Chipiden Publishing Corporation; Marvel Comics Group;
23 and Marvel Entertainment Group, Inc. ("Marvel's Predecessor(s)").
25 defendants MARVEL ENTERTAINMENT, INC., MARVEL WORLDWIDE,
26 INC., MARVEL CHARACTERS, INC., MVL RIGHTS, LLC and THE WALT
27 DISNEY COMPANY ("Defendants") are the alter-egos of each other and there
28 exists a unity of interest and ownership among such Defendants such that any
3
COMPLAINT
SUPP A-7
J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 6 of21

II
1 II separateness has ceased to exist with respect to the works authored or co-authored
~ by Kir~:. tha~::n:~~::!e:f:~~:::· and believe and based thereon allege that the
11
4 11fictitious1v named Defendants cantioned hereinahove as Does 1 throu11h 10.

511 ~~lu~.i~~.-~~·:ach- of ~:~.-~er; in some mann~r responsible or lega~y lia~le for
611 the actions, damages, events, transactions and circumstances alleged herein. The
711 true names and capacities of such fictitiously named defendants, whether
: 11 :~;:;f:::~~~:,:::o;~:t~o~:,;::~::s:::::e;:l:::::dt:a::~::~:s~f
:~ II :::~:::~:::s~::::;:r:::e::::: =h~e::::a;e:::::~::l:s~::::f::·t:t:e
11
12 Doe Defendants and each of them.

13 17. Plaintiffs are informed and believe and based thereon allege that each
14 of the Defendants was the agent, partner, servant, employee, or employer of each
15 of the other Defendants herein, and that at all times herein mentioned, each of the
16 Defendants was acting within the course and scope of such employment,
17 partnership and/or agency and that each of the Defendants is jointly and severally
18 responsible for the damages hereinafter alleged.
19
20 FACTS COMMON TO ALL CLAIMS FOR RELIEF
21 18. Kirby is widely considered to be one of the most talented and prolific
22 comic book artists/authors of all time. Beginning in 1936, and continuing almost
23 uninterrupted until his death in 1994, Kirby conceived, drew and authored
24 numerous comic books that were ultimately published by a wide variety of
25 publishers, including Marvel.
26 19. Between 1958 and 1963, Jack Kirby authored or co-authored
27 numerous original comic book stories featuring a variety of characters, including
28 "The Fantastic Four," "X-Men," "Iron Man," "Spider-Man," "The Incredible
4
COMPLAINT
SUPP A-8
J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/201 0 Page 7 of 21
II
II
1 Hulk," "Thor," "The Avengers," "Nick Fury" and "Ant-Man," which were
211 purchased by Marvel's Predecessors and published in their following periodicals:

311Arnazing Adventures, VoL 1, Nos. 1-6; Amazing Fantasy, VoL 1, No. 15; The
ll;::::~c~~~;-:~~~~;~s~'l: 1 ;. ~~:;;::t:~:;:~:~~ :::u~l~;:: :~~o~~ey Into

08
:
611Mystery, Vol. I, Nos. 51-98; The Incredible Hulk, Vol. I, Nos. 1-6; The Rawhide
711Kid, Vol. I, Nos. 17-35; Sgt. Fury and His Howling Commandoes, Vol. I, Nos. 1-
~ ~~~;-~~:~.g:~~/e:, ~~~- .J-Ju;

":J /18lUfU8fl, V UJ. 1, l"'U~.
,1,
1,
_
~N::: ~~~1~~ ~~:s of'~~:p~n::~~~s~ 1:~~~-~~~:~~s ~~-
C111U lTlf: A.-1V1t::Tl, V Ul. 1, l"'U:S. J-L. ~llC1C:llli:11Lt::I, UlC
10 "Kirhv
---_, Works").
. ----- ~-
II 20. For much of this period, the comic book division of Marvel's
12 Predecessors was on the brink of bankruptcy due in large part to criticism in
13 Fredric Wertham's book, "Seduction of the Innocent," the ensuing 1954 hearings
14 of the Senate Subcommittee on Juvenile Delinquency, and the resulting censorship
15 imposed on the comic book industry by the introduction of the "Corriic Code
16 Authority" in 1954. Shortly thereafter, the comic book market underwent a severe
17 contraction.
18 21. In the period relevant to this action, Marvel's Predecessors had a tiny
19 office, very few employees, and fed the printing presses of related entities with
20 comic book material purchased for publication from "freeiancers" to which they
21 II had little or no obligation.
22 22. During this period, Kirby was not an employee of any of Marvel's
23 Predecessors and was not paid a fixed salary or wage by any of them. Marvel's
24 Predecessors were not financially obligated to Kirby, kept their options open, and
25 thus never committed to any written agreement pursuant to which Kirby was to
26 create his works. Like many others during this difficult economic time, Kirby
27 worked solely on a freelance basis out of his own home, with his own instruments
28 and materials and thereby bore the fmancial risk of creating his copyrighted
5
COMPLAINT
SUPP A-9
J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 8 of 21
1 materials. At completion, such material was submitted to Marvel's Predecessors,
2 and if they accepted it for publication, they purchased Kirby's material at a per-
3 page rate.
4 23. The Kirby Works were not created as "works-made-for-hire" for

5 Marvel's Predecessors.
6 24. A decade later, on or about May 30, 1972, at the request of Marvel's
7 Predecessors, Kirby entered into an agreement with Magazine Management Co.,
8 Inc. whereby he assigned his copyrights in the Kirby Works to Magazine
9 1v1anagetnent Co., Inc. for additional con1pensation (hereinafter, the "1972 Grant").
10 Marvel is the alleged successor-in-interest to Mag:=..zine Management Co.; Inc.

II 25. On September 16, 2009, Plaintiffs served by first class mail, postage
12 prepaid, notices of termination, pursuant to the Copyright Act, 17 U.S.C. § 304(c)
13 (hereinafter, the "Termination Notices") on each of the Defendants and a number
14 of their subsidiaries, licensees and affiliates, terminating the 1972 Grant and any
15 prior i.tllplied grant to rv1arvel' s Predecessors of the renewal copyright to the Kirby
16 Works listed in the notices of termination, including any character, story element
17 or indicia reasonably associated with the Kirby Works, all as set forth in the
18 Notices of Termination.
19 26. Plaintiffs are informed and believe and based thereon allege that the
20 copyrights to all the Kirby Works listed in the Termination Notices were renewed
~: II by Ma.~~~l or:::::::::r:~~:::~tion were drafted and served on Defendants,

23 all in full compliance with the Copyright Act, 17 U.S.C. § 304(c), and the
24 regulations promulgated thereunder by the Register of Copyrights, 37 C.F.R. §
25 201.10.
26 28. The Notices of Termination will terminate on their respective
27 effective dates (hereinafter, the "Termination Dates") all operative prior grants or
28 purported grants of the renewal copyrights in and to the Works for their extended
6
COMPLAINT
SUPP A-10
Document 13-2 Filed 03/09/2010 Page 9 of 21
2 29.
FIRST CLAIM FOR RELIEF
23 Predecessors to third parties;

24 b. With respect to those Kirby Works solely authored by Kirby,
25 Plaintiffs will own the Recaptured Copyrights for their renewal terms as of
26 their respective Termination Dates;
27 c. With respect to those Kirby Works co-authored by Kirby
28 (hereinafter "Co-Owned Kirby Works"), Plaintiffs will own Kirby's
7
COMPLAINT
SUPP A-11
C~se 1:1 0-cv-00 141-CM Document 13-2 Filed 03/09/2010 Page 10 of 21
1 undivided co-authorship share of the copyright to such works for their

2 renewal terms as of their respective Termination Dates;
~
3 u. With respect to Co-Owued Kirby \Vorks, Plaintiffs are entitled
4 to a pro rata percentage of any and all proceeds, compensation, monies,
5 profits, gains and advantages from the exploitation of, or attributable to, in
6 whole or in part, such Co-Owned Kirby Works (hereinafter, sometimes
7 referred to as "Profits"); and
8 e. With respect to Co-Owned Kirby Works, as of the respective
9 Teu11ination Dates, Defendants will jointly own the copyrights to such
10 works for their renewal terms; both Plaintiffs and Defendants wiJJ have the
11 non-exclusive right to exploit such jointly owned copyrights, subject to a
12 duty to account to one another for a pro rata share of the Profits derived
13 from such exploitation; and neither Plaintiffs nor Defendants will have the
14 authority to confer exclusive licenses or grants to third parties with respect
~:II ::~uc~:~:::::::~;:::~::·i:::::s::e~:::::~:r::·Declaratorv
nil Judgment Act, 28 U.S.C. §§ 2201 et seq., so that ~e.parties may know their •
1811 respective rights and obligations with respect to the Termination Notices and the
1911 copyright interests there~~ ~e~ap~~~ b~Pla~n~i~~ ____ _
~~II SECOND CLAIM l<'OK RELIEf<'
<- , I (Declaratory Relief Regarding the Principles to be Applied L.F)_ an Accounting of
22 Profits from the Exploitation of Jointly Owned Copyrights - Against All
23 Defendants)
24 34. Plaintiffs re-allege and incorporate by reference paragraphs I through
25 33 inclusive, as though fully set forth herein.
26 35. By reason of the foregoing facts, an actual and justiciable controversy
27 has arisen and now exists between Plaintiffs and Defendants concerning how
28 Profits from Co-Owned Kirby Works should be defmed for purposes of
8
COMPLAINT
SUPP A-12
C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 11 of 21
I Defendants' and Plaintiffs' duty to account to one another for their respective
2 exploitation of such works after their respective Termination Dates.
3 36. Plaintiffs contend and Defendants deny that
4 Profits should include revenues from the exploitation of new
5 derivative works based, in whole or in part, on Co-Owned Kirby Works and
6 produced and/or completed on or after the respective Termination Dates, including
7 but not limited to works produced and/or completed prior to such Termination
B Dates, but which are modified after such Termination Dates so as to comprise new
9 derivative works under the Copyright Act (hereinafter collectively, "t~ew
!0 Derivative Works");
II b. Profits should include profits from New Derivative Works,
12 notwithstanding that the underlying license agreement(s) for such New Derivative
13 Works were entered into prior to the respective Termination Dates;
14 c. Profits should include Defendants' revenues from the
15 exploitation on or after t..i.e respective Termination Dates ofl"{ew Derivative \Vorks
16 in foreien territories. when such revenues result from the oredicate exercise in the
1711 United ~fates of an; right under the copyright to a Co-O~ned Kirby Work, by any
lsi IDefendant, their licensees or assigns;
1911 . . . d~ . Profits should include Defendants' revenues from the . _
~~ ~ ~ :::::::::d::::.:to::g::;:,:g~:~~=::i~:: :::.~~n:ri~~s:l::~::: :ereot; ~

22 trademark protection or contains a registered trademark(s), if any, owned by any of
23 the Defendants;
24 e. There should be no apportionment of Profits from the
25 exploitation of a Co-Owned Kirby Work subject to an accounting, because such an
26 accounting between joint copyright owners is governed by state law, which
27 provides that each co-owner is entitled to a pro rata share of the Profits derived
28 from co-owned property, irrespective of any "improvements" unilaterally made by
9
COMPLAINT
SUPP A-13
1 another co-owner;
2 f. Alternatively, if apportionment is ordered, it should apply only I
3 to Profits from the exploitation of a New Derivative Work created by a Defendant, I
: :: :::;e::::::::~:: :::::::P:::::t~y~:~~::::~:::::rk(s), because 1

6 apportionment;
7 g. Alternatively, if apportionment is ordered, there should be no

8 apportionment for any item or element, the cost of which is already deducted in
911 computing Defendants' Profits, because this would be "double counting";
~~ II and/or their :~ent, :~s::y~b;~:~;~:~t:b:f:~::t:~::~;:: ~==:~:em,

121 and Defendants should be enjoined from reducing or diluting Plaintiffs' share of I
13 Profits by intra-corporate licensing between them or closely held or related entities; I
14 and I
15 1. In detenn1n1ng Profits, deductible costs should include only
16 reasonable costs directly attributable to the exploitation ofNew Derivative Works,
17 of the type customarily deducted in arms' length agreements to exploit copyrights
18 of comparable value, all in compliance with Generally Accepted Accounting
19 Principles ("GAAP").
~~ Jud~u::~ Ac~ ~;c~:~~~;f2~~1Ce:::.~ :::::epp::~:::,::;:~:~~::ory ~

22 respective rights and obligations with respect to Profits from the exploitation ofthe
23 Recaptured Copyrights after the Termination Dates.
24 THIRD CLAIM FOR RELIEF
25 (Conversion- by Plaintiff Lisa R. Kirby, as Trustee for The Rosalind Kirby Trust
26 ("Trustee") - Against all Defendants)
27 38. Plaintiff Trustee re-alleges and incorporates by reference paragraphs 1
28 through 37 inclusive, as though fully set forth herein.
10
COMPLAINT
SUPP A-14
II
1 39. Marvel's Predecessors took possession of Kirby's original artwork
II
: ~ ~ :~~:::o::::;~~:~:a~r~::~::~cu:~l::!:hs::::ar::~ks. The Krrby
4 40. Kirbv wa~ the lawful owner of the Kirhv Artwork. Kirhv died on
sll February 6, 1994: whereupon ownership of the Kirb; Artwork passe~ to his.
611 spouse, Rosalind Kirby. Upon the death of Rosalind Krrby, ownership of the
711 Krrby Artwork passed to The Rosalind Krrby Trust.
~ II v '-L-. : ~---~ ~: :o:~~~~~~ J-~c~-~~~~ demanded that Marvel return all of the
:1 11.1\r..U UJ 1"\..l LWUJ.J.\_ Ul lL~ 1:-'U~i:)C::::!iMUH Ul \.IUllUUl,
Io 42. Plaintiff Trustee is informed and believes. and based thereon alle!!es
!Ill that in or around 1984, the New York State Boardof~qualization made inqu~es
1211 as to sales tax due in connection with Marvel's purchase of comic book artwork.
1311 43. Thereafter, commencing on or about October 16, 1986, Marvel .
14 purported to return to Krrby all of the Krrby Artwork in its possession or control.
15 1-v{a..-vel represented to Kirby that it had no other Kirby A..-t-~vork in its possession or
16 control than that returned to Kirby, and Kirby and his successors, including
17 Plaintiff Trustee, relied on Marvel's representations.
18 44. Plaintiff Trustee is informed and believes and based thereon alleges
19 that Marvel retains in its possession certain Kirby Artwork that it did not return to
20 Kirby, thereby exerting dominion over such Kirby Artwork and converting it to
21 their own use. Plaintiff Tn.1stee is informed a,.~d believes and based thereon alleges
22 that Marvel concealed and continues to conceal that Marvel retained certain Kirby
23 Artwork that it did not return to Kirby, and due to such ongoing concealment
24 Plaintiff Trustee did not demand that Marvel return such Krrby Artwork.
25 45. The Kirby Trust is unaware of the ultimate disposition of the Kirby
26 Artwork converted by Marvel because such knowledge is within the exclusive
27 possession of Marvel.
28 46. As a proximate result of Marvel's conversion, the Kirby Trust has
11
COMPLAINT
SUPP A-15
II
I II been deprived of its rightful ~ossession of the K~rby. Artwork~ inc~uding ~e ..
2 opportunity to use, enJoy, sell, license or otherwise dispose ot such artwork, all to
3 its dru~age in an. a..-nount to be detennined at trial.
4 47. Defendants' acts alleged hereinabove were willful, wanton, malicious,
5 and oppressive, and justify the awarding of exemplary and punitive damages.
6 FOURTH CLAIM FOR RELIEF
7 (Violation of the Lanham Act, 15 U.S.C. § 1125(a)(l)(B)-
8 Against all Defendants)
911 48. Plaintiffs re-allege and incorporate by reference paragraphs 1 tJ·.rough
I0 4 7. inclusive. as though fullv set forth herein.
11 I . 49. ~laintiff: are ~formed and believe and based thereon allege that on or
1211 around June 13,2008, the major motion picture The Incredible Hulk was released,
1311 ~~sed_on the ~~b~ Works. On .or ab~~t Ma~ 1, ~00~~-t~e :~jo.r ~oti.~n p.ict~eX-
1411Men Urigins: Wolverine was released, based on the K.!rby works tcollectively, lhe
15 Incredible 1-Iulk and """¥-},fen Origins: T¥olverine are referred to as the "YcJ.rby
16 Films").
17 50. Plaintiffs are informed and believe and based thereon allege that the
18 Kirby Films were released pursuant to a license from Marvel or Marvel's
19 predecessors to third party licensees, and that such licenses did not require the
20 licensees to properly accredit Kirby as the author or co-author of the underiying
21 \vorks on \Vhich the Kirby Filn1s \vere based.
22 51. Marvel has manufactured, distributed and/or licensed innumerable
23 products associated with the Kirby Films, such as merchandising (the "Kirby Film
24 Merchandise").
25 52. Plaintiffs are informed and believe and based thereon allege that in the
26 Kirby Films and in the commercial advertising and promotion for the Kirby Films,
27 Kirby was not properly identified by Marvel's licensees as the author or co-author
28 of the underlying works on which the Kirby Films were based.
12
COMPLAINT
SUPP A-16
I
53. Plaintiffs are informed and believe and based thereon allege that in the I
:~s:::~;~;e~;:~~::~f~:dd:;:7;~:~~ :r::::::o:i::t::::~~:ee::~::s
0
: 1
4 works on which the KJrby Films and the Kirby Film Merchandise were hased. 1
6 Defendants thereby misrepresented in commercial advertising and promotion that
7 Kirby is not the author or co-author of the Kirby Works underlying the Kirby
8 Fihns and Kirby Fihn Merchandise. Such false claims, representations and
9 wTongful OIJ..tissions 1uisrepresented in COJl.lluercial advertising and promotion the

10 nature; characteristics and qualities of the Kirby Films and Kirby Film
11 Merchandise.
12 55. Plaintiffs are informed and believe and based thereon allege that such
13 false or misleading descriptions, representations and omissions offact regarding
14 the Kirby Films and Kirby Film Merchandise in interstate commerce materiaiiy
15 affected the purchasing decisions of conswu.ers of such products.

16 56. Such use offalse or misleading descriotions or representations offact
1711 in interstate commerce is in opposition to ~e prote~tion of the.public interest.
1811 57. Plaintiffs are informed and believe and based thereon allege that such
1911 fal~~ ~r lllisleadin~ d~scrip~~ns or representations were made by Marvel with a
: 1[::~:::::~:=:;::::re;:,::;,!::,;::~,:,I
23 works based thereon.
24 59. Defendants' wrongful conduct has proximately caused and will
25 continue to cause Plaintiffs substantial injury and damage including, without
26 limitation, loss of customers, dilution of goodwill, injury to their business
27 reputation, lost profits and diminution of the value of their interests in Kirby's
28 works, derivative products and commercial activities and in Kirby's name and
13
COMPLAINT
SUPP A-17
1 reputation.
2 60. The ongoing harm this wrongful conduct will cause to PlaintitTs is
3 both irruninent and irreparable, and the ruuount of da..uage sustained by Plaintiffs
4 will be difficult to ascertain if such wrongful conduct is allowed to continue
5 unabated.
6 61. By reason of the foregoing, Defendants have violated and continue to
7 violate the Lanham Act, 15 U.S.C. § 1125(a)(l)(B).
8 62. Plaintiffs are entitled to an injunction, during the pendency of this
9 action and permanently, restraining Defenda.1ts, L1.eir officers, agents and
10 employees, and all persons acting in concert with them, from misrepresenting that
II Kirby is not the author or co-author of the Kirby Works underlying the Kirby
12 IFilms, the Kirby Film Merchandise and associated derivative products.
13 63. Plaintiffs have no adequate remedy at law with respect to these
14 ongoing violations.
15 64. Plaintiffs are fw.1:her entitled to recover from Defendants, under 15
16 U.S.C. § 1117(a), up to three times the damages they sustained and will sustain,
17 and any income, gains, profits, and advantages obtained by Defendants as a result
18 of their wrongful acts and omissions alleged hereinabove, plus reasonable
19 attorneys' fees and costs, in an amount which cannot yet be fully ascertained, but
20 which shaH be assessed at the time of triaL
21
22 WHEREFORE, Plaintiffs pray for relief as follows:

23 PRAYER FOR RELIEF
24 ON THE FIRST CLAIM FOR RELIEF
25 65. For a declaration as follows:
26 a. That pursuant to the Copyright Act, 17 U.S.C.§ 304(c),
27 Plaintiffs will validly terminate, on the respective Termination Dates, all prior
28 grants, assignments or transfers of the renewal copyrights in and to each and/or all
14
COMPLAINT
SUPP A-18
C~se 1:1 0-cv-00 141-CM Document 13-2 Filed 03/09/201 0 Page 17 of21
1 of the Kirby Works to any of the Defendants and any of their predecessors-in-
2 interest; I
: Plaintiffs wil~·exclu:::;:~:::::e::::~~:~ ;o::i::::z~:::~:o;::t:::~::~all

5 terms as of their respecti~e Termination.Dates, an~-an~ prior assignments or I
6 licenses to third parties of the renewal copyrights to such Kirby Works, in whole or
7 in part, by Marvel or Marvel's Predecessors will be terminated as of the respective
8 Termination Dates;
9 c. That, with iespect to Kirby \Vorks co-authored by Kirby,
Io Plaintiffs will own a oro rata share of the convri!!hts
..._ ......... thereto for their renewal ..._
11 terms as of their respective Termination Dates;

12 d. That, with respect to such Co-Owned Kirby Works, Plaintiffs
131 are entitled to a pro rata percentage of any and all Profits attributable thereto, in
141 whole or in part; and
1 ~ ""' 'T'l-..n+ ~u~+J.. ..-.a..,....,£>.,.+ +..-.. conrol-. f"'l..-.. (),nT1"1.a...:l V ~ ...1-..-..~ \lJ n..-1..-Ct hnth
an;~efe:~=~s";~~~ ·:::~:a~e t~:~::~::;:::;:~ht·;::::l:~·:~e

0
; : I Plaintiffs
17lljointly owned copyrights thereto; that both Plaintiffs and Def:ndants ~ill be
1811 subject to a duty to account to the other for a pro rata share of the Profits derived
1911 fro~ s~ch explo~tation: ~d that ne~t~er. ~laintiffs nor Defen~~t~ wil~ hav~ ~e
II
20 authonty to conter exclusive copyright licenses or grants to tlllra parties with
'll
:~ l 'vopw< <V o"vu ~v-~~~~~;~~~;;;';~:~v~~;·;;;l;;•·

-r""'c>-n""ro+ fn C011ro'h r"-n_()urn.:>rl 171-rh"':r \llnrlrco nr ':::lny t:~o1t:o1Y'IJ;llnf th""'rp.n.f"
23 66. With respect to Plaintiffs' and Defendants' duty to account to one

24 another for their Profits from Co-Owned Kirby Works, for a declaration as
25 follows:
26 a. That Profits should include Defendants' revenues from the
27 exploitation of any and all New Derivative Works;
28 b. That Profits should include Defendants' revenues from any
15
COMPLAINT
SUPP A-19
C~se 1:1 0-cv-00141-CM Document 13-2 Filed 03/09/201 0 Page 18of21
II
1 New Derivative Works, notwithstanding that the underlying license agreement(s)
~: ~::::w:a::~ative Works were entered into prior to the respective

11
: ~
4 c. That Profits include Defendants' revenues from New Derivative

5 Works in foreign territories, when such revenues result from the predicate exercise
6 in the United States of any right under the copyright to a Co-Owned Kirby Work,
7 by any Defendant, their licensees or assigns;
8 d. That Profits include Defendants' revenues from the exploitation
9 ofth.e Co-Owned Kirby \Vorks or any elements thereof in ~~ew Derivative \VOrks;
10 notwithstanding that such copyrights or copyrighted elements are also subject to
11 trademark protection or comprise registered trademarks owned by Defendants, if
12 any;
13 e. That there should be no apportionment of Profits since
14 Plaintiffs are entitled to a pro rata share of all such Profits as joint owners of the
15 Co-Owned Kirby \Vorks;
16 1 f. Alternativelv. that aooortionment. if anv. will aoolv onlv to
1711 Profits from the exploitation of-~e Co-~wned Kirb; Wor~~ in Ne; ~eriv~tive
1811 Works created by a Defendant, but not to Profits from the mere licensing of the
1911 Co-Owned Kirby Works by any of the Defendants; _ _ .
~~ 11or element, t=~ cos~;::::::y~l::::h::::~~;~nn:o:::::::::.:::~y ttem

22 11 Profits;
23 h. That Profits include the Profits of any and all Defendants, their
24 subsidiaries and divisions; and
25 I. That in determining Profits, only reasonable costs directly
26 attributable to the exploitation of the Co-Owned Kirby Works, of the type
27 customarily deducted in arms' length agreements to exploit copyrights of
28 comparable value to that of the Co-Owned Kirby Works, should be deducted from
16
COMPLAINT
SUPP A-20
I
I
I gross revenues, all in compliance with GAAP.
~II ON THE THIRD CLAIM FOR RELIEF
5_11 67. For the value of the property converted;
4 68. For interest at the !ega! rate on the foregoing sum pursuant to Section
5 3336 of the Civil Code;
6 69. For damages for the proximate and foreseeable loss resulting from
7 Defendants' acts according to proof as shall be determined at trial;
8 70. For interest at the legal rate on the foregoing sum pursuant to Section
9 3287(a) of the Civil Code;
!0 7L For damages for ti..me ~nd money properly expended in pursuit of the
II converted property in the sum of an amount to be determined at trial;
12 72. For punitive and exemplary damages.
13 ON THE FOURTH CLAIM FOR RELIEF
14 73. For an order preliminarily and thereafter permanently enjoining
15 Defendants from making such false or misleading descriptions, representations,
16 and omissions offact in connection with the Kirby Films, Kirby Film
17 Merchandise, and Defendants' licensing and commercial activities, and from
18 engaging in any further violations of the Lanham Act; I
19 74. For up to threetimes the damages Plaintiffssusta~edand will sust~in I
20 and any income, gains, protits, and advantages obtained by Detendants as a result I
21 of their violation of the Lanhru11 Act in an ruuount wl1ich cannot yet be f11lly
22 ascertained, but which shall be assessed at the time of trial; 1
23 75. For such and other relief and remedies available under the Lanham
24 Act, 15 U.S.C. §§ 1125 and 1117, which the Court may deem just and proper.
25 ON ALL CLAIMS FOR RELIEF
26 76. For Plaintiffs' costs of suit;
27 77. For interest at the highest lawful rate on all sums awarded Plaintiffs
28 other than punitive damages;
17
COMPLAINT
SUPP A-21
Cflse 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 20 of 21
I
[I 78. For reasonable attorneys' fees; and
zll 79. For such other and further relief as the Court may deem just and
J II proper.
4
11
]DATED: March 9, 2010 TOBEROFF & ASSOCIATES, P.C.
;I
sll
9
11 ttomeys for Plaintiffs LIS.A.. R. KIRBY,
ii..
10 II BARBARA J. KIRBY, NEALL. KIRBY, and

SUSAl~ Jvt KIRBY
::II
;; II
14
15
16
i7
1&
19
20
21
22
23
24
25
26
27
28
!8
COMPLAINT
SUPP A-22
Cw;e 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 21 of21
II
I I JURY TRIAL DEMANDED
211 Plaintiffs hereby request a trial by jury on each claim for relief alleged in the I
311 Complaint.
:II DArF.D' M•«h 9, 2010 TOBEROFF & ASSOCIATES, P.C.
/:;..-:?;~ ///;'-----~
~II 8~------~--~--~---------
~vtarc To bero u
sll Attorneys for Piaintiffs LiSA R. KIRBY,

911 BARBARA I. KIRBY, NEAL L. KIRBY, and
~~II
SUSAN M. KIRBY
::II
1411
1511
::II
;~ II
1911
20 11
21 II
22
23
24
25
26
27
28
19
COMPLAINT
SUPP A-23
NOT!CE OF TERM!NAT!ON OF TPJ\NSFER

COVERING EXTENDED RENEWAL TERM
"THE INCREDIBLE HULK"
To:
Marvel Entertainment, Inc. The Walt Disney Company

c/o John Turitzin c/o Alan Bravennan
Exec. Vice Pres. & General Counsel Sr. Exec. Vice Pres. & General Counsel
4175thAvenue 500 South Buena Vista Street
New York, NY 10016 Burbank, CA 91521
Marvel Animation LLC Marvel Animation, inc.

c/o Simon Phillips c/o Simon Phillips
Chief Executive Officer Chief Executive Officer
2711 Centerville Road, Suite 400 417 5th Avenue, 11th Floor
V\lilmington, DE 19808 New York, NY 10018
Marvel Books LLC Marvel Characters B.V.

c/o Kenneth Long c/o John Turitzin
3257 Del Mar Avenue, Suite B Exec. Vice Pres. & General Counsel
Rosemead, CA 91770 417 5th Avenue, 11th Floor
New York, NY 10016
Marvel Characters B.V. Marvel Characters, Inc.

c/o john Turitzin cio Ryan Potter
Exec. Vice Pres. & General Counsel Associate Counsel
2240 Pain1 Beach Lakes Bivd. 9242 Beveriy Bivd., Suite 350
Ste. 101 Beverly Hills, CA 90210
\l·Jest Palm Beach, FLA 33409
Marvel Enterprises LLC Marvel Enterprises, Inc.
c/o Ernest Antoine c/o John Turitzin
8810-C Jamacha Blvd., Ste. 359 Exec. Vice Pres. & General Counsel
Spring Vaiiey, CA 9i 977 4i7 5th Avenue, i1th Floor
New York, NY 10016
Marvel Entertainment Group, Inc. Marvel Entertainment Group, Inc.

c/o John Turitzin c/o John Turitzin
Exec. Vice Pres. & General Counsel Exec. Vice Pres. & General Counsel
10880 Wilshire Blvd., Suite 1400 417 5th Avenue
Los Angeles, CA 90024 New York, NY 10016
SUPP A-24
Mar.:e! Entertainment !nt!. Ltd. ~..1ar.:e! Film Productions LLC

Europa House c/o John Turitzin
54 Great Marlborough St.. London Exec. Vice Pres. & General Counsel
W1F 7JU, England 417 5th Avenue
New York, NY 10016
Marvel Internet Productions, LLC Marvel Networks LLC

c/o Ryan Potter 1222 S. Serenade Avenue
Associate Counsel West Covina, CA 91790
9242 Beverly Hills Blvd., Ste. 350
Beverly Hills, CA 9021 0
Marvel Properties LLC Marvel Property DNY

404 N. Maple Drive, Suite 304 c/o John Turitzin
Beverly Hills, CA 90210 Exec. Vice Pres. & General Counsel
417 5th Avenue
New York, NY 10016
Marvel Property, Inc. Marvel Publishing, Inc.

c./o John Turitzin c!o John Turitzin
417 5th Avenue 417 5th Avenue
New York, NY 10016 New York, NY 10016
Marvel Publishing LLC Marvel Sales Corp.

c/o Ryan Potter c/o John Turitzin
Associate Counsel Exec. VIce Pres. & General Counsel
1600 Rosecrans Avenue 417 5th Avenue
iVianhattan Beach, CA 90266 New York, NY 10016
~.4arvel Studios !'t.4arvel Studios, Inc.

c/o David Maisel c/o Ryan Potter
1600 Rosecrans, Bldg. 7, Suite 110 Associate Counsel
Manhattan Beach, CA 90266 9242 Beverly Hills Blvd., Ste. 350
Marvel Worldwide Consumer MVL Development LLC

Products c/o Ryan Potter
c/o John Turitzin Associate Counsel
Exec. Vice Pres. & General Counsel 9242 Beverly Blvd., Suite 350
417 5th Avenue Beverly Hills, CA 90210
New York, NY 10016
2
SUPP A-25
MVL Film Finance, Inc. MVL Film Finance LLC

c/o Joshua B. Grode c/o Ryan Potter
1100 Glendon l\venue, 14th Floor Associate Counsel
Los Angeles, CA 90024 9242 Beverly Hills Blvd., Ste. 350
Beverly Hi!!s, C.ll.. 9021 0
MRV, Inc. MVL International LLC

2711 Centerville Road, Suite 400 2711 Centerville Road, Suite 400
Wilmington, DE 19808 Wilmington, DE 19808
MVL Productions, Inc. MVL Productions LLC

cfo Joshua B. Grode cfo Ryan Potter
1100 Glendon Avenue, 14th Floor Associate Counsel
Los Angeles, CA 90024 9242 Beverly Blvd., Suite 350
Beverly Hills, CA 90210
MVL Rights, Inc. MVL Rights LLC

Los Angeles, C/l, 90024 9242 Beverly B!vd., Suite 350
Squad Productions LLC Asgard Productions LLC

c/o Ryan Potter c/o Ryan Potter
Associate Counsel Associate Counsel
9242 Beverly Blvd., Suite 350 9242 Beverly Blvd., Suite 350
Beverly Hills, CA 9021 0 Beverly Hills, CA 90210
lion V\fo;ks Productions LLC Iron \t.Jorks Productions H LLC

cfo Ryan Potter cfo Ryan Potter
Beverly Hi!!s, CA 90210 Beverly Hi!!s, CA 90210
Incredible Productions LLC Assemble Line Productions LLC

cfo Ryan Potter cfo Ryan Potter
Beverly Hills, CA 90210 Beverly Hills, CA 90210
Assembled Productions LLC Marvel International Character

2711 Centerville Road, Suite 400 Holdings LLC
Wilmington, DE 19808 cfo Ryan Potter
Associate Counsel
1600 Rosecrans Ave.
Building #7, Suite 110
Manhattan Beach, CA 90266
3
SUPP A-26
Marvel Toys Ltd. Vita-Ray Pioductions LLC

1/F., HK Spinners Industrial Bldg 9242 Beverly Blvd., Suite 350
Phase I &II o,.. •. ,.. ..,,. um ... rA an..,-tn
LIOVOIIJ I 1111.:1> V r \ "-'V£. IV
1
800 Cheung Sha Wan Rd.

KLN
Hong Kong
NBC Universal
c!o Richard Cotton
Exec. Vice Pres. & General Counsel
30 Rockefeller Plaza
New York, NY 10122
4
SUPP A-27
PLEi\SE TAKE NOTICE that pursuant to Section 304(c) of the United States
Copyright ,~.ct (17 U.S. C. § 304(c)) and the regulations issued thereunder by the
Register of Copyrights, 37 C.F.R. section 201.10, tlle undersigned Usa R. Kirby,
Barbara J. Kirby, Neal L Kirby and Susan M. Kirby, being the persons who own an
interest sufficient to terminate transfers pursuant to said statutory provisions, hereby
terminate all pre-January 1, 1978 exclusive or non-exclusive grants of a transfer or
license of the renewal copyright(s) (to the extent of author Jack Kirby's (a.k.a. Jacob
Kurtzberg) share in the ownership of the renewal copyright) in and to THE INCREDIBLE
HULK work(s) made by Jack Kirby and/or by any other person defined in 17 U.S.C. §
304(a)(1){C); and the undersigned set forth in connection therewith the following:
1. The names and addresses of the grantees and/or successors in title
whose rights are being terminated are as follows: Marvel Entertainment, Inc., 417 5th
Avenue, New York, NY 10016; The Walt Disney Company, 500 South Buena Vista
Street, Burbank, CA 91521; Marvel Animation LLC, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808; Marvel Animation, Inc., 417 5th Avenue, 11th Floor, New York,
NY 10016; Marvel Books LLC, 3257 Del Mar Avenue, Suite B, Rosemead, CA 91770;
Marvel Characters B.V.• 417 5th Avenue, 11th Floor, New York, NY 10016; Marvel
Characters B.V., 2240 Palm Beach Lakes Blvd., Ste. 101, West Palm Beach, FLA
33409; Marvel Characters, inc., 9242 Beverly Bivd., Suite 350, Beveriy Hiiis, CA 902i0;
Marvel Enterprises LLC, 8810-C Jamacha Blvd., Ste. 359, Spring Valley, CA 91977;
Marvel Enterprises, Inc., 417 5th Avenue, 11th Floor, New York, NY 10016; Marvel
Entertainment Group, Inc., 10880 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024;
Marvel Entertainment Group, Inc. 417 5th Avenue, New York, NY 10016; Marvel
Entertainment International Ltd., Europa House, 54 Great Marlborough St., London,
5
SUPP A-28
\t'J1F 7JU, England; rviar.;el Film Productions LLC, 417 5th Avenue, New York, NY
10016; Mantel Internet Productions, LLC, 9242 Beverly Hi!!s B!vd., Ste. 350, Beverly
Hi!!s, C.li. 90210; ~i!arve! Nel'..~Jorks LLC, 1222 S. Serenade Avenue, \Nest Covina, CA
91790; Marvel Properties LLC, 404 N. Maple Drive, Suite 304. Beverly Hi!!s, CA 90210;
Marvel Property DNY, 417 5th Avenue, New York, NY 10016; Marvel Property, Inc., 417
5th Avenue, New York, NY 10016; Marvel Publishing, Inc., 417 5th Avenue, New York,
NY 10016; Marvel Publishing LLC, 1600 Rosecrans Avenue, Manhattan Beach, CA
90266; Marvel Sales Corp., 417 5th Avenue, New York, NY 10016; Marvel Studios,
1600 Rosecrans, Bldg. 7, Suite 110, Manhattan Beach, CA 90266; Marvel Studios,
Inc., 9242 Beverly Hills Blvd., Ste. 350, Beverly Hills, CA 9021 0; Marvel Worldwide
Consumer Products, 417 5th Avenue, New York, NY 10016; MVL Development LLC,
9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210; MVL Film Finance, Inc., 1100
Glendon Avenue, 14th Floor, Los Angeles, CA 90024; MVL Film Finance LLC, 9242
Beverly Hills Blvd., Ste. 350, Beverly Hills, CA 90210; MRV, Inc., 2711 Centerville
Road, Suite 400, Wilmington, DE 19808; MVL International LLC, 2711 Centerville
Road, Suite 400, Wilmington, DE 19808; MVL Productions, Inc., 1100 Glendon Avenue,
14th Floor, Los Angeles, CA 90024; MVL Productions LLC, 9242 Beverly Blvd., Suite
350, Beverly Hills, CA 90210; MVL Rights, Inc., 1100 Glendon Avenue, 14th Floor, Los
Angeles, CA 90024; MVL Rights LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Squad Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Asgard Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Iron Works Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Iron Works Productions II LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Incredible Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
6
SUPP A-29
90210; Assemble Une Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills,
CA 90210: Assembled Productions LLC, 2711 Centerville Road, Suite 400, Wilmington,
DE 19808; Marvel International Character Holdings LLC, 1600 Rosecrans Ave. Building
#7, Suite 110, Manhattan Beach, CA 90266; Marvel Toys ltd., 1/F., HK Spinners
Industrial Bldg Phase I &II. 800 Cheung Sha Wan Rd., KLN, Hong Kong, Vita-Ray
Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210 and NBC
Universal, 30 Rockefeller Plaza, New York, NY 10122. Pursuant to 37 C.F.R Section
201.1 O{d), service of this notice is being made by first class maiL
2. Each work {individually, 'Work;" collectively, the "Works") to which this
Notice of Termination applies was authored or co-authored by Jack Kirby (a.k.a. Jacob
Kurtzberg) and is identified as follows: The title of the original copyrighted work to
which this Notice of Termination applies is THE INCREDIBLE HULK. along with all
characters, story elements, and/or indicia appearing therein, which was first published
and embodied in the illustrated comic book story in The Incredible Hulk, Vol. 1, No. 1,
cover-dated May, 1962 issue, for which copyright was originally secured on March 1,
1962 in the name of Zenith Publishing Corporation under Copyright Registration No.
B958840. Renewal for the work was made on November 20, 1990, in the name of
Marvel Entertainment Group, Inc., claiming as proprietor of copyright, under Copyright
Renewal Registration No. RE0000497679. The remaining works to which this Notice of
Termination applies 1 are:
1
This Notice of Termination applies to each and every work (in any medium whatsoever,
whenever created) that was registered with the United States Copyright Office andlor published
within the Termination time window, as defined by 17 U.S.C. § 304(c) and the effective date of
this Notice of Termination, and which includes or embodies any character, story element, or
indicia reasonably associated with THE INCREDIBLE HULK or THE INCREDIBLE HULK
stories, such as, without limitation, the Incredible Hulk (a.k.a. The Hulk), Dr. Bruce Banner. Rick
Jones, Betty Ross, The Toad Man. The Ringmaster, The Circus of Crime, Tyrannus, General
7
SUPP A-30
Name of Author/ Date Copyright Copyright

Copyright Claimanf Secured Reg. No.
THE INCREDIBLE HULK

!!1!3:
The Incredible Hulk #2 Zenith Publishing May 1, 1962 9969596

Corporation
The Incredible Hulk #3 " July 3, 1962 9984340
The Incredible Hulk #4 September 4, 1962 9993002
The Incredible Hulk #5 " November 1, 1962 96033
The Fantastic Four#12 Canam Publishers December 10, 1962 912113

Sales Corporation
3. The grant(s) to which this Notice of Termination applies is (are) made in
that certain Agreement, between Jack Kirby (a.k.a. Jacob Kurtzberg), on the one hand,
and Magazine Management Co., Inc., on the other hand, which was executed by Jack
Kirby on May 30, 1972 and executed by Magazine Management Co., Inc. on June 5,
1972.4
Thaddeus E. "Thundeibolt" Ross. The Gargoyle (a.k.a. Yuri Topolov), and Amphibian, to the
extent that such characters, story elements or indicia appear in works subject to this Notice of
Termination. Every reasonable effort has been made to find and !ist herein every such THE
INCREDIBLE HULK-titled work. Nevertheless, if any such work has been omitted, including but
not limited to any advertisements or other promotional materials relating to and published prior
to the publication of such THE INCREDIBLE HULK work, such omission is unintentional and
involuntary, and this Notice of Termination also applies to each and every such omitted work.
2
Pursuant to 37 C.F.R § 201.10(b)(1)(iii), this Notice includes the name of at least one
author of each 'Nork to which this Notice of Termination applies. The listing of any corporation as
author of any work is done per the practice shown in Copyright Office records, and is not to be
construed as an admission that any given work is or was a 'work made for hire;" nor is anything
else herein to be construed as any such admission. Nothing contained in this Notice of
Termination shall be construed to in any way limit or waive any right or remedy that the
undersigned might have, at law or in equity, with respect to the subject matter hereof, all of
which is hereby expressly reserved.
3
"THE INCREDIBLE HULK IN:" means any and all works as described in footnote no. 1.
4
This Notice of Termination shall also apply to any alleged pre-January 1, 1978 implied
or express oral license by Jack Kirby, and/or by any other person defined in 17 U.S.C. §
304(a)(1 )(C), of any copyright interest in THE INCREDIBLE HULK and/or of any character, story
8
SUPP A-31
4, The effective date of termination sha!! be December 15, 2018. 5
5. No prior termination of the grant(s) of rights in !he copyright of the
aforementioned Works for their renewal copyright term has been exercised by the
author, Jack Kirby, or his statutory heirs or representatives pursuant to Section 304(c) of
the United States Copyright Act (17 U.S.C. § 304(c)).
6. Jack Kirby (a.k.a. Jacob Kurtzberg) died on February 6, 1994. Mr. Kirby is
survived by his four children: Lisa R. Kirby, Barbara J. Kirby, Neal L. Kirby and Susan
M. Kirby. Lisa R. Kirby, Barbara J. Kirby, Neal L. Kirby and Susan M. Kirby, who own
and constitute more than one-half of author Jack Kirby's termination interest, are
executing this notice and constitute all of those persons entitled to exercise the
termination interest of Jack Kirby as to the grant(s) of the transfer(s) described herein-
above. To the best knowledge and belief of the undersigned, this Notice of Termination
has been signed by all persons whose signature is necessary to terminate said grant(s)
[continued on next page)
element, or indicia reasonably associated with THE INCREDIBLE HULK or THE INCREDIBLE
HULK stories. Every reasonable effort has been made to find and list herein every grant of
transfer of the renewal copyright to any THE INCREDIBLE HULK work (as described in footnote
no. 1) by any person defined in 17 U.S. C.§ 304(a)(1)(C). Nevertheless, if any such grant has
been omitted, such omission is unintentional and involuntary, and this Notice also applies to
each and every such omitted grant.
' The undersigned intend to serve successive notices of termination covering successive
THE INCREDIBLE HULK works in order that the effective date of termination applicable to such
works pursuant to 17 U.S.C. §304(c)(3) be in the earliest possible year.
9
SUPP A-32
under Section 304(c) ofTit!e 17, United States Code.
Date: September\'>, 2009
__---,._ / .n //
(~6 ///~
Lisa R. Kirby
c/o Marc Toheroff, Esq:
2049 Century Park East, Suite 2720
Los Angeles, CA 90067
'
~£!!
c/o Marc Toberoff, E .
2049 Century Pat~< East, Suite 2720
Neal L. Kirby
c/o Marc Tobe off, Es .·
-=:::::/ H vJ . n
<::>'--!":"1 ~ I 1· I ">.'-"-''ch
S~s~.n M._Ki_rby .. _ )
cto Marc t ooerorr, t:sq. '
10
SUPP A-33
CERTIFICATE OF !NVEST!GAT!ON
I hereby certify that before serving the foregoing document described as NOTICE
OF TERMINATION OF TRA.NSFER COVERING I=XTENDED RENEWAL TERM, and
pursuant to 37 C.FR Section 201.10(d), I caused a reasonable investigation to be
made on our behalf as to the current ownership of the rights being terminated, by
commissioning a search of U.S. copyright records, including a search of the records in
the U.S. Copyright Office.
I declare under penalty of perjury that the foregoing is true and correct. Executed
this \~1'1- day of September, 2009, at Los Angeles, California.
Maic Tobeioff, Esq,

Toberoff & Associates, P.C.
Counsel for Lisa R. Kirby, Barbara J. Kirby,

Neal L. Kirby and Susan M. Kirby
11
SUPP A-34
CERTIFICATE OF SERVICE
I hereby certify that I caused a true copy of the foregoing document described as
NOT!CE OF TERM!NAT!ON OF TP~.t\NSFER COVERING EXTENDED RENEVtJ,A,L
TER~-..4 to be served this 1lJ{- day of September, 2009, by First Class Mal!, postage
prepaid. upon the following:

c/o John Turitzin c/o Alan Braverman
417 5th Avenue 500 South Buena Vista Street
Marvel Animation LLC Marvel Animation, Inc.

cio Simon Phiiiips cio Simon Phiiiips
Chief Executive Officer Chief Executive Officer ·
2711 Centervme Road, Suite 400 417 5th Avenue, 11th Fioor
Wilmington, DE 19808 New York, NY 10016

3257 Del Mar Avenue, Suite B . Exec. Vice Pres. & General Counsel
New York, NY 10016
Marvei Characters B.V. Marvei Characters, inc.

c/o John Turitzin c/o Ryan Potter
2240 Palm Beach Lakes Blvd. 9242 Beverly Blvd., Suite 350
Ste. 101 Beveily Hills, CA 90210
West Palm Beach, FLA 33409
Spring Valley, CA 91977 417 5th Avenue, 11th Floor
New York, NY 10016

12
SUPP A-35
tv1arvel Entertainment lntL Ltd. tv1arvel Fitm Productions LLC

54 Great rv1arlboiough St., London Exec. Vice Pies. & Geneial Counsel
Ne-.vYork. NY 10016
~..~arve!
Internet Productions, LLC Marvel Netv.Jorks LLC

417 5th Avenue
New York, NY 10016

4175thAvenue 417 5th Avenue

Associate Counsel Exec. Vice Pres. & General Counsel
Manhattan Beach, CA 90266 New York, NY 10016
tv1arvel Studios Marvel Studios, Inc.

1600 Rosecrans, B!dg. 7, Suite 110 Associate Counsel
Beverly HUlst CA 90210

New York, NY 10016

13
SUPP A-36
iviRV, inc. iviVL internationai LLC

\l.Jilmington, DE 19808 \Nilmington, DE 19808
tv1VL Productions, Inc. MVL Productions LLC

1100 Glendon Avenue, 14th F!oor Associate Counsel
Beverly Hi!!s, CA 90210


cio Ryan Potter cio Ryan Poiter
9242 Beverly B~.Jd., Suite 350 9242 Bever~y Bhtd., Suite 350
Iron Works Productions LLC Iron Works Productions II LLC

incredible Productions LLC Assemble Line Productions LLC

Beverly Hills, CA 90210 Beverly Hills. CA 90210

2711 Centerville Road, Suite 400 . Ho.ldings LLC
Wilmington. DE 19808 c/o Ryan Potter
Associate Counsel
1600 Rosecrans Ave.
Marvel Toys Ltd. Vita-Ray Productions LLC

Phase I &II Beverly Hills, CA 90210
BOO Cheung Sha Wan Rd.
KLN
Hong Kong
14
SUPP A-37
NBC Universal
c/o Richard Cotton
Exec. Vice Pies. & Geneial Counsel
Nev;York, NY 10122
! declare under penalty of perjury that the foregoing is tr.Je and correct. Exect..rted
this ~day of September, 2009. at Los .A.nge!esl California.
Marc Toberoff, Esq.

Counsel for Lisa R Kirby, Barbara J. Kirby,
Nea! L Kirby and Susan M. Kirby
15
SUPP A-38
' .
..
NOTICE OF TERMINATION OF TRANSFER
"THE INCREDIBLE HULK"
To:

4175thAvenue 500 South Buena Vista Street
Marvel Animation LLC tv1arvel Animation, lnc.

VVilmington, DE 19808 NeY!Ycrk, NY 10016

New York, NY 10016

c/o John Tuiitzin cJo Ryan Pottei
2240 Pa!m Beach Lakes Blvd. 9242 Beverly Blvd., Suite 350
West Pa!m Beach, FLA. 33409
cio Ernest Antoine cio john Turiizin
New York, NY 10016

Los Angeles, CA 90024 NewYork, NY10016
SUPP A-39
Marvel Entertainment Inti. Ltd. Marvel Film Productions LLC

54 Great Marlborough St., London Exec. Vice Pres. & General Counsel
New York, NY 10016


417 5th Avenue
New York, NY 10016

417 5th Avenue 4175thAvenue
fv1arvel Publishing LLC Marvel Sales Corp.

~lfanhattan Beach, C.A. 90266 New York, NY 10016
Marvel Studios Marvel Studios, Inc.


Producis cio Ryan Potier
New York, NY 10016
2
SUPP A-40
M'lL Film Finance, !nc. ~.~VL Fi!m Finance LLC

1100 Glendon .A.venue, 14th Floor AS-sociate Counsel


Los Angeles, CA 90024 9242 Beverly Bivd., Suite 350

c!o Joshua B. Grode c!o Ryan Potter

Beverly Hiiis, CA 902i0 Beverly Hiiis, CA 902 i 0
!ron V'lorks Productions LLC !ron \AJorks Productions !! LLC



Wilmington, DE 19808 c/o Ryan Potter
Associate Counsel
1600 Rosecrans Ave.
3
SUPP A-41
Marve! Toys Ltd. Vita-Ray Productions LLC

Phase!&!! Beverly Hills, CA 90210
KLN
Hong Kong
NBC Universal
c/o Richard Cotton
New York, NY 10122
4
SUPP A-42
PLEASE TAKE NOTICE that puisuant to Section 304(c) of the United States
Copyright Act (17 U.S.C. § 304(c)) and the regulations issued thereunder by the
Register of Copyrights, 37 C.F .R. section 201.10, the undersigned Usa R. Kirby,
Barbara J. Kirby, NealL. Kirby and Susan M. Kirby, being the persons who own an
Kurtzberg) share in the ownership of the renewal copyright) in and to THE INCREDIBLE
HULK work(s) made by Jack Kirby and/or by any other person defined in 17 U.S. C.§
304(a)(1 )(C); and the undersigned set forth in connection therewith the following:
Street, Burbank, CA 91521; Marvel Animation LLC, 2711 Centerville Road, Suite 400,
Wilmington, DE 19808; Marvel Animation, Inc., 417 5th Avenue, 11th Floor, New York,
NY 10016; Marvel Books LLC, 3257 Del Mar Avenue, Suite B, Rosemead, CA 91770;
Marvel Characters B.V., 417 5th Avenue, 11th Floor, New York, NY 10016; Marvel
Characters B.V., 2240 Palm Beach Lakes Blvd., Ste. 101, West Palm Beach, FLA
33409; Marvel Characters, Inc., 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210;
5
SUPP A-43
W1 F 7 JU, England; Marvel Film Productions LLC, 417 5th Avenue, New York, NY
10016; Marvel Internet Productions, LLC, 9242 Beverly Hills Blvd., Ste. 350, Beverly
Hills, CA 90210; Marvel Networks LLC, 1222 S. Serenade Avenue, West Covina, CA
91790; Marvel Properties LLC, 404 N. Maple Drive, Suite 304, Beverly Hills, CA 90210;
Inc., 9242 Beverly Hills Blvd., Ste. 350, Beverly Hills, CA 90210; Marvel Worldwide
Glendon Avenue, 14th Floor, Los Angeles, CA 90024; MVL Film Finance LLC, 9242
Beverly Hills Blvd., Ste. 350, Beverly Hills, CA 90210; MRV, Inc., 2711 Centerville
Road, Suite 400, Wilmington, DE 19808; MVL International LLC, 2711 Centerville
Road, Suite 400, Wilmington, DE 19808; MVL Productions, Inc., 1100 Glendon Avenue,
14th Floor, Los Angeles, CA 90024; MVL Productions LLC, 9242 Beverly Blvd., Suite
350, Beverly Hiiis, CA 9021 0; MVL Rights, inc., 1100 Glendon Avenue, i4ih Fioor, Los
Angeies, CA 90024; iviVL Rights LLC, 9242 Beveriy Bivd., Suite 350, Beverly Hiiis, CA
90210; Iron Works Productions II LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
6
SUPP A-44
90210; Assemble Line Productions LLC. 9242 Beverly B!vd., Suite 350, Beverly Hms,
CA 90210; Assembled Productions LLC, 2711 Centerville Road, Suite 400, Wilmington,
#7, Suite 110, Manhattan Beach, CA 90266; Marvel Toys ltd., 1/F., HK Spinners
Industrial Bldg Phase I &II, 800 Cheung Sha Wan Rd., KLN, Hong Kong, Vita-Ray
Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210 and NBC
Universal, 30 Rockefeller Plaza, New York, NY 10122. Pursuant to 37 C.F.R. Section
201.1 O(d), service of this notice is being made by first class mail.
2. Each work (individually, 'Work;" collectively, the 'Works") to which this
Kurtzberg) and is identified as follows: The title of the original copyrighted work to
which this Notice of Termination applies is THE INCREDIBLE HULK, along with all
characters, story elements, and/or indicia appearing therein, which was published and
embodied in the illustrated comic book story in The Incredible Hulk, Vol. 1, No. 6, cover-
dated March, 1963 issue, for which copyright was originally secured on January 3, 1963
in the name of Zenith Publishing Corporation under Copyright Registration No. 816385.
Renewal for the work was made on November 20, 1990, in the name of Marvel
Entertainment Group, inc., claiming as proprietor of copyright, under Copyright Renewal
Registration No. RE0000498077. The remaining works to which this Notice of
Termination applies' are:
1
whenever created) that was registered with the United States Copyright Office and/or published
indicia reasonably associated with THE INCREDIBLE HULK or THE INCREDIBLE HULK
stories, such as, without limitation, the Incredible Hulk (a.k.a. The Hulk), Dr. Bruce Banner, Rick
Jones, Betty Ross, The Toad Man, The Ringmaster, The Circus of Crime, Tyrannus, General
7
SUPP A-45
Name of Authoi/ Date Copyiight Copyiight

Copyright Claimant2 Secured Reg. No.
THE INCREDIBLE HULK

!N3:
The Avengers #1 Vista Publications. Ju!y 2. 1963 B51853

Inc.
The Avengers #2 " September 3, 1963 861952
i972.'
Thaddeus E. ''Thunderbolt" Ross, The Gargoyle (a.k.a. Yuri Topolov), and Amphibian, to the
extent that such characters, story elements or indicia appear in works subject to this Notice of
Termination. Every reasonable effort has been made to find and list herein every such THE
INCREDIBLE HULK-mied work. Nevertheless, if any such work has been omitted, including but
noi iimited to any advertisemenis or other promotionai materiais relating to and pubiished prior
to the publication of such THE INCREDIBLE HULK work, such omission is unintentional and
involuntary, and this Notice of Termination a!so applies to each and every such omitted work.
2
Pursuant to 37 C.F.R § 201.1 O(b)(1)(iii), this Notice includes the name of at least one
author of each work to which this Notice of Termination applies. The listing of any corporation as
construed as an admission ihai any given work is or was a "work made for hire;' nor is anything
Termination shall be construed to in any vvay limit or 'tv'aive any right or remedy that the
3
"THE INCREDIBLE HULK IN:" means any and all works as described in footnote no. 1.
4
This Notice of Termination shall also apply to any alleged pre-January 1, 1978 implied
304(a)(1)(C), of any copyright interest in THE INCREDIBLE HULK and/or of any character, story
element, or indicia reasonably associated with THE INCREDIBLE HULK or THE INCREDIBLE
HULK stories. Every reasonable effort has been made to find and list herein every grant of
transfer of the renewal copyright to any THE INCREDIBLE HULK work (as described in footnote
no. 1) by any person defined in 17 U.S.C. § 304(a)(1)(C). Nevertheless, if any such grant has
8
SUPP A-46
4. The effective date of termination sha!! be September 8, 2019. 5
5. No prior termination of the grant(s) of rights in the copyright of the
survived by his four children: Lisa R. Kirby, Barbara J. Kirby, Neal L. Kirby and Susan
M. Kirby. Lisa R. Kirby, Barbara J. Kirby, Neal L. Kirby and Susan M. Kirby, who own
and constitute more than one-half of author Jack Kirby's termination interest, are
executing this notice and constitute all of those persons entitled to exercise the
termination interest of Jack Kirby as to the grant(s) of the transfer(s) described herein-
'
above. To the best knowledge and belief of the undersigned, this Notice of Termination
[continued on next page]
been omitted, such omission is unintentional and involuntary, and this Notice also applies to
each and every such omitted grant.
'The undersigned intend to serve successive notices of termination covering successive

THE INCREDIBLE HULK works in order that the effective dale of termination applicable to such
works pursuant to 17 U.S.C. §304(c)(3) be in the earliest possible year.
9
SUPP A-47
under Section 304(c) ofTitie 17, United Siaies Code.
Date: September !l), 2009
/ /,) //
CQfi.~ro:C ~
c/o Marc Toberoff, Esq.
i:kdk:/Mcd. ~
·Barbara J. KirbY / · / /
c/o Marc Toberoff, Eisq(
./W{L
~~~A~.r~~~bel., Es?
Los Angeles. CA 90067
-- -, • l l i) ' 11
~.,_,S:\ . lj< ~~
Susan M. Kirby ' "' \
c/o Marc Toberoff, Esq. J
10
SUPP A-48
CERTIFICATE OF INVESTIGATION
OF TERMINATION OF TRANSFER COVERING EXTENDED RENEWAL TERM, and
pursuant to 37 C.F.R. Section 201.10(d), I caused a reasonable investigation to be
this \ iJ''• day of September, 2009, at Los Angeles, California.
Marc Toberoff, Esq.


11
SUPP A-49
CERTiFiCATE OF SERViCE
l hereby certify that ; caused a true copy of the foiegoing document described as
~JOTICE OF TERMINATION OF THANSFER COVERING EXTENDED RENEVVAL
TERM to be ser.fed this f~i'"'day of September, 2009, by Fkst C!ass ~.1ai!, postage
prepaid, upon the following:
Marvel Entertainment, !nco The Walt Disney Company


c/o Simon Phiilips c/o Simon Philiips
2711 Cenierviiie Road, Suiie 400 417 5ih Avenue, 1·1 ih Fioor

c!o Kenneth Long c/o John Turitzin
New York, NY 10016

Sie. 101 Beveriy Hilis, CA 90210
New York, NY 10016

12
SUPP A-50
Marvei Entertainment inii. Lid. Marvei Fiim Productions LLC

W1 F 7 JU, England 417 5th Avenue
New York, NY 10016
Mar.;ellnternet Productions, LLC Marvel Netvvorks LLC

Associate Counse! \/'-Jest Covina, CA 91790

417 5th Avenue
New York, NY 10016

cto John Turitzin c/o John Turiizin
417 5th Avenue 4175thAvenue

Marvel Siudios iviarvei Siudios, inc.

1600 Rosecians, Bldg. 7, Suite 110 Associate Counsel

New York, NY 10016

13
SUPP A-51
MRV, inc. MVL iniernaiionai LLC

VViimingion, DE 19808 iNiirningion, DE ·19606
M'VL Productions, Inc. fv1VL Productions LLC

Beverly Hi!!s, CA 90210

c/o Joshua B. Grode c/o Ryan Potier
Beverly Hills. CA 9021 0

cio Ryan Potier cio Ryan Potier
9242 Beverly Blvd., Suite 350 9242 Beverly Bivd., Suite 350

incredible Productions LLC Assemble Line Productions LLC

Associate Counsei Associate Counsel

Wilmington, DE 19808 c/o Ryan Potier
Associate Counsel
1600 Rosecrans Ave.

KLN
Hong Kong
14
SUPP A-52
NBC Universal
c/o Richard Cotton
New York, NY i0i22
this \lo~"-day of September, 2009, at Los Angeles, California.
Marc Toberoff, Esq.

Counsel for Lisa R. Kirby, Barbara j, Kirby,

15
SUPP A-53
. ,.
NOTICE OF TERMINATION OF TRANSFER
"NICK FURY"
To:
Marvei Entertainment, inc. The Wait Disney Company

Exec. Vice Pres. & Generai Counsel Sr. Exec. Vice Pres. & General Counsel
tv1arvel Animation LLC ~v1arvel Animation, Inc.


New York, NY 10016

2240 Palm Beach Lakes Bivd. 9242 Beverly Blvd., Suiie 350
'v'Vest Palm Beach, FLA 33409
tv1ar..tel Enterprises LLC tv1arvel Enterprises, Inc.

8810-C Jamacha Blvd., Ste. 359 Exec. Vice Pres. & Genera! Counsel
New York, NY 10016

SUPP A-54
·.·
Marvel Entertainment Inti. Ltd. Marvel Filrn Productions LLC

54 Great Marlborough St., london Exec. Vice Pres. & General Counsel
New York, NY 10016

c/o Ryan Potier 1222 S. Serenade Avenue

Beverly Hills, CA 9021 0 Exec. Vice Pres. & General Counsel
417 5th Avenue
New York, NY 10016

iviarvei Publishing LLC iviar-vei Saies Corp.

~..~anhattan Beach, c/::.., 90266 1'-Je'N York, NY 10016
Marve! Studios Marve! Studios, !nc.


New York, NY 10016
2
SUPP A-55
..
. ·'

Los Angeles, CA 90024 9242 Beverly Hiiis Blvd., Sie. 350

2711 Cenierviiie Road, Suite 400 2711 Centerville Road, Suite 400



Beverly Hiiis, CA 90210 Beveriy Hiils, CA 90210
Iron 'vVorks Productions LLC Iron \Noiks Productions If LLC

Associate Counsel i'\.ssociate Counsel
Beverly Hi!!s, C.A. 90210 Beverly Hi!!s, CA 90210


Associate Counsel
1600 Rosecrans Ave.
3
SUPP A-56
Marvel Toys Ltd. Vrta-Ray Productions LLC

1/F., HK Spinners industrial Bidg 9242 Beverly Bivd., Suite 350
KLN
Hong Kong
Paramount Pictures Corporation Twentieth Century Fox Film Corp.

c/o Rebecca Prentis c/o Gregory Gelfan
Exec. Vice Pres. & General Counsel Executive Vies President
5555 Melrose Avenue, Ste. 121 10201 W. Pico Blvd.
Ho!!~n..-vood, CA 90038 Los .a~nge!es, CA 90035
Fox Fi!med Entertainment NBC Universal

c/o Gregory Gelfan c/o Richard Cotton
Executive Vice President Exec. Vice Pres. & General Counsel
10201 W. Pico Blvd. 30 Rockefeller Plaza
4
SUPP A-57
PLEASE TAKE NOTICE that pursuant to Section 304(c) of the United States
Copyright Act (17 U.S.C. § 304(c)) and the regulations issued thereunder by the
Register of Copyrights, 37 C.F.R. section 201.10, the undersigned Lisa R. Kirby,
Barbara J. Kirby, Neal L. Kirby and Susan M. Kirby, being the persons who own an
Kurtzberg) share in the ownership of the renewal copyright) in and to NICK FURY
work(s) made by Jack Kirby, and/or by any other person defined in 17 U.S.C. §
304(a)(1)(C); and the undersigned set forth in connection therewith the following:
Streei, Burbank, CA 9i52i; Marvel Animation LLC, 27i i Cenierviiie Road, Suite 400,
\i'Vili.-.ington, DE 19808; Marvel Anirnation, Inc., 417 5th Avenue, 11th Floor, New York,
NY 10016; tv1arv'el Books LLC, 3257 Del ~v1ar Avenue, Suite 8, Rosemead, CA 91770;
f\.,4arve! Characters B.V., 417 5th Avenue, 11th F!oor, New York, NY 10016; ~.4arvel
Characters B.V., 2240 Palm Beach Lakes Blvd., S!e. 101, West Palm Beach, FLA
33409; Marvel Characters, Inc., 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210;
5
SUPP A-58
W1F 7JU, England; Marvel Film Productions LLC, 417 5th Avenue, New York, NY
10016; Marvel internet Productions, LLC, 9242 Beverly Hills Blvd., Ste. 350, Beverly
Hills, CA 9021 O; Marvel Networks LLC, 1222 S. Serenade Avenue, West Covina, CA
91790; Marvel Properties LLC, 404 N. Maple Drive, Suite 304, Beverly Hills, CA 90210;
Inc., 9242 Beverly Hills Blvd., Ste. 350, Beverly Hills, CA 90210; Marvel Worldwide
Glendon Avenue, i4th Floor, Los Angeles, CA 90024; MVL Fiim Finance LLC, 9242
Beveriy HHis Bivd., Ste. 350, Beveriy Hiiis, CA 9021 0; MRV, inc., 2711 Centerviiie
Road, Suite 400, \A.Jilmington, DE 19808; MVL lnteinational LLC, 2711 Centeiville
Road, Suite 400, VVi!mington, DE 19808; MVL Productions, Inc., 1100 Glendon /\venue,
14th F!oor, Los Angeles, CA 90024; MVL Productions LLC, 9242 Beverly B!vd., Suite
350, Beverly Hills, CA 90210; MVL Rights, Inc., 1100 Glendon Avenue, 14th Floor, Los
Angeles, CA 90024: MVL Rights LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
90210; Iron Works Productions IILLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA
6
SUPP A-59
90210; Assemble Line Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills,
CA 90210; Assembled Productions LLC, 2711 Centerville Road, Suite 400, Wilmington,
#7, Suite 110, Manhattan Beach, CA 90266; Marvel Toys Ltd., 1/F., HK Spinners
Industrial Bldg Phase I &II, 800 Cheung Sha Wan Rd., KLN, Hong Kong, Vita-Ray
Productions LLC, 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210; Paramount
Pictures Corporation, 5555 Melrose Avenue, Ste. 121, Hollywood, CA 90038; Twentieth
Century Fox Film Corp., 10201 W. Pico Blvd., Los Angeles, CA 90035; Fox Filmed
Entertainment, 10201 W. Pico Blvd., Los Angeles, CA 90035 and NBC Universal, 30
Rockefeller Plaza, New York, NY 10122. Pursuant to 37 C.F.R. Section 201.1 O(d),
service of this notice is being made by first class maiL
2. Each work (individually, "Work;" collectively, the 'Works") to which this
Kurtzbergj and is identified as foiiows: The titie oi the originai copyrighted work io
which this Notice of Termination applies is NICK FURY, along with all characters, story
elements, and/or indicia appearing therein, which vv'as first published and embodied in
the illustrated comic book story in Sgt. Fury and His Ho\·vHng Commandos, Vc!. 1, No. 1,
cover-dated May, 1963 issue, for which copyright was originally secured on March 5,
1963 in the name of Bard Publishing Corporation under Copyright Registration No.
B28319. Renewal for the work was made on December 27, 1991, in the name of
Marvel Entertainment Group, Inc., claiming as proprietor of copyright, under Copyright
7
SUPP A-60
Renewal Registration No. RE0000559182. The remaining works to which this Notice of
Termination applies1 are:
Name of Author/ Date Copyright Copyright

- - - . - . ?
~..;opyngnt L;laJmanr ::>ecured Keg. No.
Sgt. Fury and His Howling Bard Pubiishing iviay 2, 1963 8382254
Commandos #2 Corporation
Sgt. Fury and His Howling July 2, 1963 B50173
Commandos #3
Sgt. Fury and His Hov~l!ing September 3, 1963 B61936
Commandos #4
The Fantastic Four #21 Canam Publishers September 10, 1963 861946
Sales Corporation
1
whenever creaied) that was registered with the United States Copyright Office andior pubiished
indicia reasonably associated with NICK FURY or NICK FURY stories, such as, without
limitation, Sgt. Nick Fury, Jonathan "Junior" Juniper, "Dum-Dum" Dugan, Dino Manelli, Isadore
"lzzy" Cohen, Captain Sam "Happy" Sawyer, Gabriel "Gabe" Jones, Robert "Rebel" Ralston,
Baron Wolfgang von Strucker, Baron Zemo, Percival "Pinky" Pinkerton, Eric Koenig,
S.H.i.E.L.D. (Supreme Headquarters intemationai Espionage Law-enforcement Division),
HYDRA, the Helicarrier, and A.I.M. (a.k.a. Advanced Idea Mechanics), to the extent that such
characters, story elements or indicia appear in works subject to this Notice of Termination.
Every reasonable effort has been made to find and list herein every such NICK FURY-
RELATED work. Nevertheless, if any such work has been omitted, including but not lim~ed to
any advertisements or other promotional materials relating to and published prior to the
publication of such NICK FURY work, such omission is unintentional and involuntary, and this
Notice of Termination also applies to each and every such omitted work.
2
Pursuant to 37 C.F.R § 201.1 O(b)(1)(iii), this Notice includes the name of at least one
author of each work to which this Notice of Termination applies. The listing of any corporation as
construed as an admission that any given work is or was a "work made for hire;" nor is anything
Termination shall be construed to in any way limit or waive any right or remedy that the
3
"NICK FURY IN:" means any and all works as described in footnote no. 1.
8
SUPP A-61
4. The effective date of termination shall be September 14, 2019 6
5. No prior termination of the grant(s) of rights in the copyright of the
survived by his four children: lisa R. Kirby, Barbara J. Kirby, Neal L. Kirby and Susan
M. Kirby. Lisa R. Kirby, Barbara J. Kirby, NealL. Kirby and Susan M. Kirby, who own
and constitute more than one-haif of author jack Kirby's termination interest, are
executing this notice and constitute aii of those persons eniiiied to exercise the
teimination interest of Jack Kirby as to the grant(s) of the transfer(s) described herein-
above. To the best kno\A..~edge and beflef of the undersigned, this Notice of Termination
'This Notice of Termination shall also apply to any alleged pre-January 1, 1978 implied
304(a)(1)(C), of any copyright interest in NICK FURY and/or of any character, story element, or
indicia reasonably associated with NICK FURY or NICK FURY stories. Every reasonable effort
has been made to find and list herein every grant of transfer of the renewal copyright to any
NICK FURY work (as described in footnote no. 1) by any person defined in 17 U.S.C. §
304(a)(1)(C). Nevertheless, if any such grant has been omitted, such omission is unintentional
and involuntary, and this Notice also applies to each and every such omitted grant.
'The undersigned intend to serve successive notices of termination covering successive

NICK FURY works in order that the effective date of termination applicable to such works
pursuant to 17 U.S. C. §304(c)(3) be in the earliest possible year.
9
SUPP A-62
under Section 304(c) of Title 17, United States Code.
Dated: September I~ 2009
~--t[?~
usanl<iiby /
c/o Marc Toberoff, Esq:
Barbara J. Ki y
c/o Marc Toberoff, q.
~ "7 -" I) ()
~'--"'"'~-\- \. K~~
1
Susan M. Kirby o
cfo Marc Toberoff, Esq.

10
SUPP A-63
.·
CERTIFICATE OF INVESTIGATION
OF TERMINATION OF TRANSFER COVERING EXTENDED RENEWAL TERM, and
pursuant to 37 C.F.R. Section 201.1 O(d), I caused a reasonable investigation to be
· this ]t/'day of September, 2009, at Los Angeles, California.
Marc Toberoff. Esq.

Counsel for Usa R. Kirby, Barbara J. Kirby,

11
SUPP A-64
CERTIFICATE OF SERVICE
I hereby certify that I caused a true copy of the foregoing document described as
NOTICE OF TERMINATION OF TRANSFER COVERING EXTENDED RENEWAL
TERM to be served this /&.14- day of September. 2009, by First Class Mail, postage
prepaid, upon the following:
To:

c/o John Tuiitzin c/o Afan Braverman
417 5th /\venue 500 South Buena Vista Street


c/o Kenneth Long cfo John Turitzin
New York, NY 10016
fv1arvel Characteis B.V. 1\i1arvel Characters, lnc.

Ste. 101 Beverly Hi!!s, CA 90210

New York, NY 10016
12
SUPP A-65

Marvel Entertainment Inti. Ltd. Marvel Film Productions LLC

WiF 7jU, England 4i7 5ih Avenue
New York, NY 10016
Marvellntemet Productions, LLC Marvel Networks LLC

c/o Ryan Potl:ei 1222 S. Seienade Avenue

417 5th Avenue
New York, NY 10016
Marvel Property, Inc. Marvel Publishing, inc.

New Yoik, NY 10016 New Yoik, NY 10016
Marv'el Publishing LLC Mar.;at Sales Corp.

Associate Counsel Exec. Vice Pres. & Genera! Counsel
Marvel Studios Marvel Studios, Inc.

1600 Rosecrans, Bldg. 7, Suite 11 0 Associate Counsel
13
SUPP A-66

New York, NY ·wo·i6
MVL Film Finance, inc. MVL Film Finance LLC

i i 00 Glendon Avenue, i4ih Fioor Associate Counsel
tv1RV, Inc. MVL lnteinational LLC

VtJHmingtcn, DE 19808 V'!i!mington, DE 19808

11 00 Glendon Avenue, 14th Floor Associate Counsel
Beverly Hills, CA 902,10



c.!o Ryan Potter c/o Ryan Potter

14
SUPP A-67
.,
. '

Associate Counsel
1600 Rosecrans Ave.
Building #7, Suite iiO

1iF ., HK Spinners industriai Bidg 9242 Beverly Bivd., Suite 350
800 Cheung Sha \II..Jan Rd.
KLN •
Hong Kong
Paramount Pictures Corporation Twentieth Century Fox Fi!m Corp.

c/o Rebecca Prentis c/o Gregory Gelfan
Exec. Vice Pres. & General Counsel Executive Vice President
5555 Melrose Avenue, Ste. 121 10201 W. Pica Blvd.
Hollywood. CA 90038 Los Angeles, CA 90035
Fox Filmed Entertainment NBC Universal

c/o Gregory Gelfan c/o Richard Cotton
Executive Vice President Exec. Vice Pres. & General Counsel
10201 W. Pica Blvd. 30 Rockefeller Plaza
i deciare under penaity of perjury that ihe foregoing is true and correct. Executed
this ~day of Septembei, 2009, at Los Angeles, California.
Marc Toberoff, Esq.


15

Kirby - Marvel Appellate Document Record Volume 11 (Sort Of) - Marvel's Supplemental Appendix

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Kirby - Marvel Appellate Document Record Volume 11 (Sort Of) - Marvel's Supplemental Appendix

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Case 11-3333, Document 104, 04/05/2012, 572889, Page1 of 69

MARVEL CHARACTERS, INCORPORATED, MARVEL WORLDWIDE,

R. BRUCE RICH DAVID FLEISCHER

'Ifie :First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "MARVEL PUBLISHING,

OF JJlNUARY, A.D. 2010, AT 12,10 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.

100008227 DATE' 01-05-10

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a

IN WITNESS WHEREOF, said corporation has caused this certificate to be

Name: Kenneth P. West

Cft;!se 1:1 0-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 2 of 21

11~~hok~bgoifi~~~~~~(gf Jt~e ~~~;tJJ. 231124) P" .. , 10

4 "Telephone: ~310) 246-3333 --

11ii~~:a~~~~~i~~~~~ ~O:~~TORY RELIEF RE:

::II Plaintiffs, I [3]4 ~~~;;::~ION; and

J~se 1:1 0-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 3 of 21

sll 1. This is a civil action seeking declaratory relief arising out of

II Into Mystery," "Rawhide Kid," "Strange Tales," "Tales of Suspense," "Amazing

~~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 4 of 21

15 ""· Plaintiff SUSAt.l ~v-1. K..lJ>J3Y (hereinafter "Susan Kirby") is an

J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 5 of 21

II business in Los Angeles County, California.

15 Angeles County, California.

21 Corporation; \Va..~wrick Publications, Inc.; ~v1ale Publisl"-Jng Corp.; }v1:iss A._TJ_erica

J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 6 of21

4 11fictitious1v named Defendants cantioned hereinahove as Does 1 throu11h 10.

12 Doe Defendants and each of them.

J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/201 0 Page 7 of 21

211 purchased by Marvel's Predecessors and published in their following periodicals:

ll;::::~c~~~;-:~~~~;~s~'l: 1 ;. ~~:;;::t:~:;:~:~~ :::u~l~;:: :~~o~~ey Into

~ ~~~;-~~:~.g:~~/e:, ~~~- .J-Ju;

J~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 8 of 21

1 materials. At completion, such material was submitted to Marvel's Predecessors,

4 23. The Kirby Works were not created as "works-made-for-hire" for

10 Marvel is the alleged successor-in-interest to Mag:=..zine Management Co.; Inc.

~: II by Ma.~~~l or:::::::::r:~~:::~tion were drafted and served on Defendants,

Document 13-2 Filed 03/09/2010 Page 9 of 21

FIRST CLAIM FOR RELIEF

23 Predecessors to third parties;

C~se 1:1 0-cv-00 141-CM Document 13-2 Filed 03/09/2010 Page 10 of 21

1 undivided co-authorship share of the copyright to such works for their

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 11 of 21

9 derivative works under the Copyright Act (hereinafter collectively, "t~ew

~~ ~ ~ :::::::::d::::.:to::g::;:,:g~:~~=::i~:: :::.~~n:ri~~s:l::~::: :ereot; ~

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 12 of 21

: :: :::;e::::::::~:: :::::::P:::::t~y~:~~::::~:::::rk(s), because 1

7 g. Alternatively, if apportionment is ordered, there should be no

911 computing Defendants' Profits, because this would be "double counting";

~~ II and/or their :~ent, :~s::y~b;~:~;~:~t:b:f:~::t:~::~;:: ~==:~:em,

~~ Jud~u::~ Ac~ ~;c~:~~~;f2~~1Ce:::.~ :::::epp::~:::,::;:~:~~::ory ~

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 13 of 21

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 14 of 21

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 15 of 21

9 wTongful OIJ..tissions 1uisrepresented in COJl.lluercial advertising and promotion the

15 affected the purchasing decisions of conswu.ers of such products.

C~se 1:10-cv-00141-CM Document 13-2 Filed 03/09/2010 Page 16 of 21

22 WHEREFORE, Plaintiffs pray for relief as follows:

: Plaintiffs wil~·exclu:::;:~:::::e::::~~:~ ;o::i::::z~:::~:o;::t:::~::~all

11 terms as of their respective Termination Dates;

11ii:a~i~~~ ~O:~~TORY RELIEF RE:

ll;::::~c~;-:~~;~s~'l: 1 ;. ~~:;;::t:~:;:~:~~ :::u~l~;:: :oey Into

~ ~;-:~.g:/e:, ~- .J-Ju;

~: II by Ma.~l or:::::::::r::::~tion were drafted and served on Defendants,

~~ ~ ~ :::::::::d::::.:to::g::;:,:g~:~~=::i~:: :::.n:ris:l::~::: :ereot; ~

~~ Jud~u::~ Ac~ ~;c~:~;f21Ce:::.~ :::::epp::~:::,::;:~:~~::ory ~

:~ l 'vopw< <V o"vu ~v-~~~;~;;;';~:~v~~;·;;;l;;•·