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Default Bethesda Softworks - Fallout: "We own the rights to the MMO"

January 22nd, 2011, 07:46
More to-ing and fro-ing with Pete Hines claiming unequivocal rights to a Fallout MMO in an interview with VG247 - and Eric Caen responding with the opposite and adding the claim Interplay has the right to develop Fallout 6 if Bethsoft blocks them from the MMO. A sample:
He continued: “We own the rights to everything Fallout. The licence is ours. Fallout belongs to us. That’s what I’ll clarify.
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January 22nd, 2011, 07:46
The more I hear the more serious this trial becomes. Basically if bethesda denies interplay the mmo they will loose the license based on the contract when the ip was sold. It also seems bethesda only bought the license up to fallout 5. So basically Fallout is not owned only rented to bethesda. So then whats the fuss it all sounds legal and they rented it only so its not there ip. Seems to me Bethesda is in breach of contract.

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January 22nd, 2011, 08:53
Actually, Couchpotato, this sounds like Herve Caen's tomfoolery.

I wanted to know where all of the conflicting info is coming from so I read the SEC filing from 2007. After reading it, I'm 100% certain that Interplay has no rights to Fallout.

Here are some relevant pieces of the document:

A. Bethesda acquired all right, title and interest in the FALLOUT
trademarks specified in Schedule l hereto (collectively the "LICENSED MARKS")
from Interplay under an Asset Purchase Agreement between Bethesda and Interplay,
dated as of April 4, 2007 ("APA").

B. Interplay wishes to use the Licensed Marks solely in connection with
the development and implementation of a Massively Multiplayer Online Game (as
defined below).

C. Bethesda, as the owner of the Licensed Marks, is willing to grant
Interplay a license strictly limited in duration and scope to use the Licensed
Marks in compliance with the terms and conditions of this Agreement.
2.3 MMOG DEVELOPMENT. To retain its license rights under this
Agreement, Interplay agrees that (i) full-scale development of its FALLOUT MMOG
will commence within twenty-four (24) months of the Effective Date of this
Agreement (such commencement date defined herein as the "MMOG DEVELOPMENT
COMMENCEMENT DATE") and (ii) by the MMOG Development Commencement Date,
Interplay will have secured financing for the FALLOUT MMOG in an amount no less
than US$30,000,000.00 ("MINIMUM Financing"). In the event that within this
24-month period Interplay has failed to commence full-scale development of its
FALLOUT MMOG or has failed to secure the Minimum Financing, Interplay will
immediately lose and permanently forfeit its license rights under this Agreement
and the license rights automatically shall end, be void and otherwise terminate
on the anniversary date of the second year after the Effective Date and this
Agreement shall no longer remain in effect.
Correct me if I'm remembering wrong, but after two years the only things that came out of Interplay were a few concept arts. Not exactly what I would call full scale development.

3.1 SOLE OWNER. Interplay acknowledges and agrees that, as
between the parties, Bethesda is the sole and exclusive owner of the Licensed
Marks. Bethesda may, in its sole discretion, maintain or discontinue the
maintenance of any applications and registrations for the Marks or seek
registration for any Licensed Mark at any time.

3.2 NO ASSIGNMENT. Nothing contained in this Agreement shall
be construed as an assignment to Interplay of any right, title, or interest in
or to the Licensed Marks. Interplay recognizes and acknowledges that the
Licensed Marks and all rights therein and goodwill pertaining thereto solely and
exclusively belong to Bethesda and that all uses of the Licensed Marks by
Interplay shall inure to the benefit of Bethesda. Interplay shall not directly
or indirectly attack or impair the title of Bethesda to the Licensed Marks, the
validity of this Agreement, or any of Bethesda's registrations or applications
relating to any Licensed Mark in any jurisdiction. Interplay agrees it shall not
file any state, federal, or foreign applications to register any of the Licensed
Marks, in whole or in part, or any name or mark confusingly similar thereto in
any jurisdiction.
TERMINATION.

9.1 Bethesda shall have the right to terminate this Agreement
at any time, upon written notice to Interplay, if Interplay fails to make any
payment due hereunder, maintain the quality of the Licensed Product in
accordance with the provisions hereof, follow Bethesda's instructions regarding
the appropriate display and use of the Licensed Marks, or perform or comply with
any term, condition, or standard set forth in this Agreement, and if such
failure is not cured within thirty (30) days after Bethesda provides written
notice of such failure to Interplay.

9.2 Bethesda may terminate this Agreement at its option,
effective immediately upon written notice to Interplay, in the event (x) of the
reorganization, consolidation or merger of Interplay or of another entity into
Interplay, (y) of the transfer of all or substantially all of the assets of
Interplay to another entity, or (z) Interplay becomes subject to any proceedings
under any bankruptcy or insolvency law, whether domestic or foreign.

9.3 EFFECT OF TERMINATION.

9.3.1 Upon the expiration or termination of this
Agreement, except as otherwise provided herein, any monies, including royalty
payments, due and payable hereunder to Bethesda as of the date of expiration or
termination shall be paid in full.


Page 7 of 11
<PAGE>


9.3.2 Within thirty (30) days after termination of
this Agreement, Interplay shall provide Bethesda with a complete schedule of all
materials bearing the Licensed Marks then on hand or in inventory (including
inventory of its subcontractors or agents) including, but not limited to, the
Licensed Product, packaging, and advertising and promotional materials. Upon
request and at Bethesda's sole discretion, Interplay promptly shall deliver to
Bethesda or dispose of at the direction of Bethesda, without charge, all
existing inventory of Licensed Product bearing the Licensed Marks within its
possession or control, all related materials bearing the Licensed Marks, and
instruments used for the purposes of affixing or displaying the Licensed Marks,
including, but not limited to, artwork, transparencies, negatives, dies, molds
and screens, for disposition by Bethesda, along with copies of all inventory
records relating thereto.
So, yeah, Interplay is doing exactly what it's done for the last decade: Dick off and not make any games.
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January 22nd, 2011, 10:09
Originally Posted by Korplem View Post
Actually, Couchpotato, this sounds like Herve Caen's tomfoolery.

I wanted to know where all of the conflicting info is coming from so I read the SEC filing from 2007. After reading it, I'm 100% certain that Interplay has no rights to Fallout.
You misunderstand their claim. Interplay sold all rights to Bethesda while licensing back the right to sell the old Fallouts and to produce a Fallout MMO. Bethesda claims Interplay has not lived up to its end of starting production on the MMO and has thus waived its rights (well possible, but not proven conclusively in court). Interplay, however, claims Bethesda has been interfering in both Interplay's right to sell the old Fallouts and in its work on the Fallout MMO.

If Interplay's latter claim is proven in court, Bethesda has been acting in bad faith and the contract is annulled. This is extremely unlikely, but it is not impossible, and that's what Eric Caen is referring to. If this contract is annulled, we revert to the previous (licensing) contract, and Bethesda is considered to have producted Fallout 3 and New Vegas under license, with Interplay holding full ownership of the Fallout license. Bethesda would have to retroactively pay 12% of revenue to Interplay and would be allowed to produce only one more Fallout (Fallout 4).

Again, it is extremely unlikely (from the outside looking in), but from a legal viewpoint, it's not impossible.
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January 22nd, 2011, 11:11
Bethsada seems to be the ones playing hardball. They will do anything to retain there cash cow. On one hand I used to love interplay but they ruined there game franchises. From a legal standpoint interplay has more legal right to the ip according to the contract. Bethesda seems to be trying to stop there mmo.

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January 22nd, 2011, 14:36
Legalities aside, Interplay does not seem to be in shape to develop even a half-serious title these days, let alone a mammoth thing like this MMORPG.

It seem to me they`re desperate to cling onto it though, because it`s a potential goldmine - not in terms of finished product, but ability to borrow heaps of cash as "investment"
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January 22nd, 2011, 14:36
He continued: “We own the rights to everything Fallout. The licence is ours. Fallout belongs to us. That’s what I’ll clarify.
"All your base are belong to us !"

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January 22nd, 2011, 14:45
That's clear and simple, for winning even more money Bethesa gone in war with Interplay to stop Interplay release the Fallout MMO.

Someone should explain to Bethesa that they have already cumulate a pool of hater with greedy approach of Oblivion, and now try stop Fallout MMO will get them much more haters.

Not that I really care, I don't play anymore MMO and will never again.
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January 22nd, 2011, 14:57
Originally Posted by Dasale View Post
Someone should explain to Bethesa that they have already cumulate a pool of hater with greedy approach of Oblivion, and now try stop Fallout MMO will get them much more haters.
Well, they also amassed a pool of fans, judging by Oblivion`s sales and fact that the game`s still being modded & played 5 years after release.

So who`d you think is more fit to develp this MMO, a company whose recent claim to fame is Tommy Tronic/Pinball Yeah/etc - or the one that released two hugely successful
Fallout titles in last few years?
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January 22nd, 2011, 15:38
Bethesda needs to back off. They're starting to look like spoiled little children with these lawsuits.

Let Interplay make the MMO. I can guess they are worried that it will be either a hit or a flop. If it's a hit then they might lose sales due to the fans going to the MMO. If it's a flop they might lose sales because some fans won't know the difference between Bethesda made Fallout and Interplay's MMO Fallout. Either way Beth will lose. The only way Beth wins is if Interplay never releases their MMO which is exactly what they are trying to accomplish here.

That doesn't matter though. Beth signed the contract so they need to let Interplay make the MMO and stop trying to weasel out of the deal.

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January 22nd, 2011, 17:25
How do you figure, Skaven? Interplay has not got a MMOG in full scale and it's past the two year deadline. To me, it looks like Bethesda is saying that Interplay was unable to meet the contract and so their window of opportunity is gone. Interplay would love to get a piece of Bethesda's profits, but it's not going to happen. People who get mad at Bethesda for protecting the investment that they paid for are crazy or just jealous of all the success Bethesda has had with all of their crpgs. Do you really want to see Fallout revert to pathetic Interplay? You'll never see another game.

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January 22nd, 2011, 18:20
Originally Posted by crpgnut View Post
Interplay has not got a MMOG in full scale and it's past the two year deadline.
It would seem so, but Bethesda is doing a terrible job at winning this apparently open-and-shut case.
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January 22nd, 2011, 19:04
Originally Posted by crpgnut View Post
How do you figure, Skaven? Interplay has not got a MMOG in full scale and it's past the two year deadline. To me, it looks like Bethesda is saying that Interplay was unable to meet the contract and so their window of opportunity is gone. Interplay would love to get a piece of Bethesda's profits, but it's not going to happen. People who get mad at Bethesda for protecting the investment that they paid for are crazy or just jealous of all the success Bethesda has had with all of their crpgs. Do you really want to see Fallout revert to pathetic Interplay? You'll never see another game.
2 year deadline? Missed that part.

But then why is Bethesda doing all of this other nonsense? If they haven't met the criteria then I would believe that is the route that Beth's lawyers would take. Yet, they're not which tells me there is more to the MMO than what has been released to the public. Just a guess.

In any event, I just want Bethesda to either shut up and let Interplay do it's thing or for Interplay to call it quits. Enough of this lawyer BS. Get back to making the silly games and stop crying over this nonsense.

As for preference well I wasn't really talking about that, but since you asked Interplay can have their lame MMO and Beth (with a lot of help from Obsidian) can make the single-player version. That would be fine with me. Keep Beth away from making the games all by themselves. They just can't do it properly.

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January 22nd, 2011, 19:15
Originally Posted by skavenhorde View Post
But then why is Bethesda doing all of this other nonsense? If they haven't met the criteria then I would believe that is the route that Beth's lawyers would take. Yet, they're not which tells me there is more to the MMO than what has been released to the public. Just a guess.
What's been released to the public in screenshots is actually from this case.

Bethesda started out with "Interplay is not fulfilling its obligations" in this case but it keeps getting sidetracked on nonsensical, frivolous claims, including a request to turn it into a jury case (denied) and a request for Interplay's development of the MMO to be suspended for the duration of the case (denied), and now this ridiculous name-only request (will be denied). Bethesda already fired its original lawyers but these guys are still getting outmaneuvered. Interplay hired significantly better lawyers than Bethesda. It's pretty clear what a difference that makes.
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January 22nd, 2011, 19:27
LOL, you would think the reverse would be true with Bethesda the only one of the two who is selling very successful games and making a profit while Interplay is…..well I really don't know what they are anymore. My best guess is that they fed on vampire blood after they were drained dry.

Thanks, BN.

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January 22nd, 2011, 19:49
Originally Posted by skavenhorde View Post
LOL, you would think the reverse would be true with Bethesda the only one of the two who is selling very successful games and making a profit while Interplay is…..well I really don't know what they are anymore. My best guess is that they fed on vampire blood after they were drained dry.

Thanks, BN.
True but I would rather have another company make fallout 4 then Bethsada. There writing skills and campaigns come off weak with each game. Obsidian made a better game.

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January 22nd, 2011, 20:50
This whole thing is not even interesting any more. Interplay are not claiming they are working on Fallout MMO themselves, 2 years ago they said they've hired a then little known Bulgarian MMO developer who today is on the same level of unknown, but they are close to releasing their first !!!! game in a couple of weeks. And doomed to fail, if what I did hear about it is true - it's not even half finished and will probably be a huge release day beta if they can survive and have people working on both their own title and the Interplay Fallout MMO). Virtually nothing has been heard about Interplay's title for more than two years, apart from the ongoing BethSoft case. Makes me wonder if the whole shenanigans are indeed an "Interplay has lawyered up" and are trying to take back nullify the contract where they sold the Fallout rights in some way.

The last of which would screw BethSoft majorly, since I bet they have at least 3 different Fallout games in various stages of production - Fallout 4 for sure, a MMO of their own, since if I remember correctly they have their own internal MMO studio for the last couple of years which has announced no titles so far, and at probably another "New Vegas" type sequel or some other spin-off.
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January 22nd, 2011, 21:31
Originally Posted by Polyester View Post
Interplay are not claiming they are working on Fallout MMO themselves,
They are. The Bulgarian studio is largely providing the engine and technical assistance. Interplay has several developers working on FOOL, including Jason Anderson for a while, and now still Chris Taylor and Mark O'Green, all former Fallout devs. And Serge Suleiman, formerly of Obsidian (did the world art for Alpha Protocol).

Originally Posted by Polyester View Post
The last of which would screw BethSoft majorly, since I bet they have at least 3 different Fallout games in various stages of production - Fallout 4 for sure, a MMO of their own, since if I remember correctly they have their own internal MMO studio for the last couple of years which has announced no titles so far, and at probably another "New Vegas" type sequel or some other spin-off.
Bethesda would still be allowed to produce Fallout 4 if the contract reverts. ZeniMax Online is presumed to be working on TES Online. And any further DLC for New Vegas would not be blocked regardless of contract status. I doubt the game is currently further licensed out for a spin-off.
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January 22nd, 2011, 21:35
What does interplay do except sell fallout to bethesda?
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January 22nd, 2011, 22:13
Originally Posted by Brother None View Post
You misunderstand their claim. Interplay sold all rights to Bethesda while licensing back the right to sell the old Fallouts and to produce a Fallout MMO. Bethesda claims Interplay has not lived up to its end of starting production on the MMO and has thus waived its rights (well possible, but not proven conclusively in court). Interplay, however, claims Bethesda has been interfering in both Interplay's right to sell the old Fallouts and in its work on the Fallout MMO.

If Interplay's latter claim is proven in court, Bethesda has been acting in bad faith and the contract is annulled. This is extremely unlikely, but it is not impossible, and that's what Eric Caen is referring to. If this contract is annulled, we revert to the previous (licensing) contract, and Bethesda is considered to have producted Fallout 3 and New Vegas under license, with Interplay holding full ownership of the Fallout license. Bethesda would have to retroactively pay 12% of revenue to Interplay and would be allowed to produce only one more Fallout (Fallout 4).

Again, it is extremely unlikely (from the outside looking in), but from a legal viewpoint, it's not impossible.
It may be a different document but I didn't see anything that says Interplay has the rights to release the older fallout games - only to develop the MMO. I think that was actually one of the turning points in the Interplay-Bethesda relationship. The only thing that I can find is that Bethesda is the sole owner of anything with the name Fallout or a concept derived from the game universe. So, I agree with you that Bethesda must have some amazingly inept lawyers.

@skavenhorde: Actually, it would greatly benefit Bethesda to let Interplay do the MMO. They would get 12% of all profits. From a business standpoint, I think 12% of something that did not require any initial investment (besides buying the franchise of course) is a solid win. The fact that Bethesda doesn't want to continue with Interplay tells me that they found their faith misplaced in Interplays ability to produce anything.

Don't think I'm some blind Bethesda fanboy. I was disappointed when I heard that Bethesda was making Fallout 3 and even more so when they bought Fallout. But, I have grown quite tired of Interplay's ridiculousness.
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