# V2 Partner-IP Rights Strategy

Status: planning baseline, adopted 2026-06-12. Fills the licensing-feasibility
gap identified by `V1_V7_PLAN_SET_AUDIT_2026-06-12.md` §6.2 ("no
licensing-feasibility analysis for the commercially unprecedented premise").

Scope: the launch-roster requirement of ≥ 60 fighters including ≥ 12 partner-IP
fighters licensed individually (`V2/V2_features.md:1021-1022`;
`V2/ue/Source/V2Combat/Private/V2LaunchRosterData.cpp:563-564`). The canonical
roster catalog (`V2LaunchRosterData.cpp:609-626`) names 18 partner-IP fighters
across four rightsholders:

| Rightsholder            | Characters in catalog                              | License tags                          |
| ----------------------- | -------------------------------------------------- | ------------------------------------- |
| Capcom                  | Ryu, Ken Masters, Chun-Li, Cammy                   | `License.PartnerIP.Capcom.*`          |
| SNK (EGDC)              | Terry Bogard, Mai Shiranui, Kyo Kusanagi, Iori Yagami | `License.PartnerIP.SNK.*`          |
| Warner Bros. / NetherRealm | Scorpion, Sub-Zero, Raiden, Liu Kang, Kitana    | `License.PartnerIP.WB.*`              |
| Bandai Namco            | Jin Kazama, Kazuya Mishima, King, Nina Williams, Mitsurugi | `License.PartnerIP.BandaiNamco.*` |

Owner-roles used below: **BD** = Head of Business Development (deal lead),
**GC** = General Counsel, **EP** = Executive Producer (approval pipeline),
**BMD** = Brand & Marketing Director, **RDL** = Roster Design Lead.

---

## 1. The structural problem with V2's ask

Every successful character-licensing precedent in fighting games is a **guest
shot**: one or two characters, framed as a marketing event, in a game that does
not substitute for the lender's own product. V2's ask is categorically
different on three axes:

1. **Volume.** 4-5 characters per franchise — effectively each franchise's
   iconic core cast, not a guest.
2. **Substitution.** V2 explicitly ships an MK-feel ruleset, an SF-feel
   ruleset, a Tekken-feel ruleset, a KOF-adjacent striking system, and an
   SC-feel weapon ruleset (`V2/V2_features.md:433` "seven first-class
   rulesets"). A player who owns V2-with-Scorpion-in-an-MK-ruleset has less
   reason to buy Mortal Kombat. No rightsholder has ever licensed its core
   cast into a direct genre substitute.
3. **Simultaneity.** Capcom, SNK, WB, and Bandai Namco are competitors;
   appearing together outside Smash requires each to accept co-billing with
   rivals in a product none of them controls.

Conclusion up front: **the all-deals-executed scenario is the upside case, not
the plan of record.** The plan of record is the all-original fallback roster
(§5) with partner-IP slots converted to post-launch DLC as deals close.

## 2. Per-rightsholder analysis

### 2.1 SNK (owned ~96% by EGDC / Savvy Games Group)

**Posture: most permissive licensor in the genre.** Outbound precedents:
Terry Bogard playable in Super Smash Bros. Ultimate (2019); Terry (2024) and
Mai (2025) playable in **Street Fighter 6** — i.e., SNK has already licensed
its leads into a directly competing 1v1 fighting game made by Capcom; Mai
Shiranui playable in Dead or Alive 5 Last Round and DOA6 (Koei Tecmo); long
SNK-vs-Capcom co-licensing history in both directions; frequent mobile collab
licensing. SNK treats outbound appearances as marketing for KOF/Fatal Fury and
its new ownership is actively investing in franchise visibility.

- **Probability (planning assumption adopted 2026-06-12, derived from the
  precedent density above):** full 4-character slate **35-50%**; at least
  Terry + Mai **55-65%**.
- **Deal shape expectation:** per-character MG against revenue share; strong
  approval rights on move fidelity (Power Geyser, Musou no Mai etc. must read
  correctly) and on Mai's costume treatment per regional ratings.
- **Watch item:** EGDC parentage means deal approval may route through Savvy
  Games Group; build 8-12 weeks of extra legal latency into the timeline.

### 2.2 Capcom

**Posture: prolific, precedent-rich, protective of move fidelity.** Outbound
precedents: Ryu and Ken playable in Smash Ultimate; **Ryu and Chun-Li playable
as DLC in Power Rangers: Battle for the Grid (2021)** — the single most
relevant precedent, because nWay is a third-party studio and the game is a
tag fighter, proving Capcom will put SF leads into someone else's fighting
game; Ryu, Chun-Li, Cammy and Guile cosmetic skins in Fortnite (2021); Street
Fighter x Tekken (2012) licensing exchange with Namco; broad merchandising and
collab program. Capcom also takes inbound guests (SNK characters into SF6),
demonstrating institutional comfort with crossover paper in both directions.

- **Probability (planning assumption adopted 2026-06-12):** full 4-character
  slate **20-30%**; a 2-character package (Ryu + Chun-Li, mirroring Battle for
  the Grid) **35-45%**. Discount vs SNK because SF6 is mid-lifecycle and V2's
  SF-feel ruleset (unsmoothed motion inputs, Drive-like meters,
  `V2/V2_features.md:444`) is a closer substitute than any prior licensee.
- **Deal shape expectation:** Capcom historically demands granular approvals
  (model, animation timing of signature moves, VO casting — Ryu's seiyuu
  continuity matters) and marketing-asset approval on every use.

### 2.3 Bandai Namco

**Posture: selective; lends to Nintendo, hoards elsewhere; SC cast almost
never leaves home.** Outbound precedents: Kazuya playable in Smash Ultimate
(2021); Heihachi playable in PlayStation All-Stars Battle Royale (2012);
Street Fighter x Tekken licensed the Tekken cast to Capcom in 2012 — but the
reciprocal Tekken x Street Fighter was frozen indefinitely, a signed deal
between two willing publishers that still never shipped, which is the
cautionary precedent for multi-year crossover execution risk. Soulcalibur is
an **inbound-guest** franchise (Link, Spawn, Yoda/Vader, Ezio, Geralt, 2B);
Mitsurugi has effectively never been licensed out. Tekken 8 is live and
annually monetized; V2's Tekken-feel ruleset with juggles and stage breaks
(`V2/V2_features.md:454`) is a direct substitute.

- **Probability (planning assumption adopted 2026-06-12):** full 5-character
  slate **10-20%**; a 1-2 character Tekken package **20-30%**; Mitsurugi
  specifically **< 10%**.
- **Leverage option:** offer a reciprocal — a V2 original fighter licensed
  into Tekken 8 as a guest — plus esports co-promotion. Bandai Namco's Tekken
  leadership has historically valued reciprocity and personal-relationship
  deals; route the approach through the Tekken brand custodians, not only
  corporate licensing.

### 2.4 Warner Bros. / NetherRealm

**Posture: imports guests, exports almost nothing.** NRS games are built on
inbound guest licensing (Kratos, Freddy Krueger, Predator, Terminator, Joker,
Spawn, RoboCop, Rambo, Homelander, Omni-Man...), but MK's own cast has
**never been playable in a fighting game WB did not publish**. The only
notable outbound use is the Sub-Zero cosmetic skin in Fortnite (2021) — a
non-competing genre, cosmetic-only. Scorpion/Sub-Zero appearances otherwise
stay inside WB products (Injustice, MultiVersus). MK is one of WB Games' few
dependable franchises; post-2023 WB restructuring has made games licensing
more conservative, not less. V2's MK-feel ruleset **with fatalities**
(`V2/V2_TODOS.md` §16) is the most direct substitution threat in the whole
ask.

- **Probability (planning assumption adopted 2026-06-12):** any playable MK
  character at V2 launch **< 5%**; post-launch DLC once V2 has a demonstrated
  market and WB sees incremental revenue rather than substitution, **10-15%**.
- **Realistic path:** a corporate-level WB Games deal (likely bundled with
  film/TV cross-promotion) negotiated **after** V2 ships and proves an
  audience. Plan zero WB characters in the launch window.

### 2.5 Joint probability and what it means

Treating the four negotiations as approximately independent (they are not
fully — an executed SNK deal raises the others, see §3), the probability that
**all four full slates** close in time for launch is on the order of
0.45 × 0.25 × 0.15 × 0.05 ≈ **0.1%**, and even the "any three" scenarios sit
below 5%. The probability of **at least one meaningful package** (SNK 2+ or
Capcom 2+) by launch is usefully high (~55-70%). Planning assumption adopted
2026-06-12, derived by multiplying the per-rightsholder midpoints above.

**Therefore the catalog's `MinimumPartnerIPFighterCount = 12`
(`V2LaunchRosterData.cpp:564`) is not a plannable launch commitment.** It must
be reclassified as an aspiration tied to the fallback in §5, and the catalog
validation must accept the all-original configuration (tracked as a follow-on
TODO for the roster validator; this document does not change code).

## 3. Sequencing strategy

Pursue deals in **descending probability order** so each close becomes social
proof and a market-rate anchor for the next:

1. **SNK first** (start immediately; target term sheet within 2 quarters).
   Most willing, sets the precedent that V2 is a legitimate licensee, and
   establishes the royalty/MG anchor on the friendliest terms. Terry + Mai is
   the minimum viable package.
2. **Capcom second** (open informally in parallel, push to paper only after
   SNK signs). Capcom licensing SNK characters into SF6 means Capcom already
   validated the "rival cast in my fighter" logic — replay their own
   precedent back to them. Target Ryu + Chun-Li as the package floor.
3. **Bandai Namco third** (after at least one of the above signs). Lead with
   the reciprocity offer (§2.3). Accept a Tekken-only package; treat
   Mitsurugi/SC as a Year-2 conversation.
4. **WB last and opportunistic.** Do not gate anything on WB. Re-open at
   launch + 6 months with sales data.

All approaches are owned by **BD** with **GC** on paper and **EP** on the
approval-pipeline commitments. No outreach references the other negotiations
by name until at least one deal is executed (confidentiality terms will be
asymmetric; assume each rightsholder demands MFN-style price protection —
**GC** to cap MFN clauses to same-franchise-size packages).

## 4. Cost structure expectations

All figures are planning assumptions adopted 2026-06-12, derived from
analogous entertainment/character licensing structures (brand-licensing
royalty norms of 8-15% of wholesale, scaled up for playable-character scope
which carries likeness + moveset + VO + music rights) and from the observable
structure of guest-character DLC pricing in the genre. No figure below is a
quoted market price; each deal will set its own.

| Component | Expected range | Notes |
| --- | --- | --- |
| Per-character minimum guarantee (MG) | $250k - $1.5M | Recoupable against royalties; marquee names (Ryu, Scorpion) at the top of the band, secondary cast lower. |
| Royalty on directly attributable revenue (DLC character sales, character-specific cosmetics) | 15-30% of net receipts | Attribution is clean only if partner-IP fighters are sold as DLC line items — a strong reason the fallback (§5) is also the cleaner commercial structure. |
| Base-roster inclusion (no separate SKU) | Flat fee 1.5-3× the MG band | Avoid: revenue attribution against a $69.99 bundle invites audit disputes. Prefer DLC structure. |
| Approval overhead | 1 FTE producer + 2-4 week approval latency per milestone per rightsholder | Model, moveset, VO casting, marketing materials, ratings submissions all require sign-off. Budget 4 approval milestones per character. |
| Term | 3-5 years, renewal options, sunset/removal clause | Removal is technically supported: per-fighter asset chunking already specced (`V2/V2_features.md:2545-2546`) means a lapsed character can be delisted without repacking the game. |
| Audit rights | Annual, rightsholder-paid unless variance > 5% | Standard. |

Budget envelope if the SNK + Capcom packages (6 characters) close:
6 × $750k average MG = **$4.5M** in guarantees plus ~**$600k/yr** in approval
and producer overhead — material but small against the production envelope in
`content-production-model.md` §6. Licensing cost is **not** the constraint;
willingness is.

## 5. Fallback plan of record: all-original launch roster

The catalog already contains **42 original fighters**
(`V2LaunchRosterData.cpp:567-608`). The fallback adds **18 originals** to
reach the 60-fighter bar (`V2/V2_features.md:1021`) with zero partner IP.

### 5.1 Archetype-slot preservation

The 18 partner-IP entries occupy archetype slots cycling through all 12
archetypes (Striker, Grappler, Zoner, Rushdown, Powerhouse, Technical,
WeaponMaster, SubmissionSpecialist, Aerial, CounterFighter, StanceSwitcher,
Hybrid — per `V2LaunchRosterData.cpp:609-626`). Each replacement original is
authored **into the identical archetype slot** so
`RequiredArchetypes` coverage and the per-archetype balance matrix are
unchanged. Resulting distribution: 60 fighters = exactly **5 per archetype**
(42 originals already give 3-4 per archetype; the 18 backfills top each
archetype to 5).

### 5.2 Style-pool preservation

The style-locked move pools (`V2/V2_features.md:1040-1042`: Wrestling ≥ 80,
Martial Arts ≥ 80, Kickboxing ≥ 60, Streetfighting ≥ 60, Submissions ≥ 50,
Weapon styles ≥ 40 each) are populated by original move data and do not
depend on any licensed character. Each backfill fighter draws from the same
style pool the displaced partner-IP fighter would have exercised, so pool
coverage and CAW/CAM move availability (`V2/V2_features.md:1040`) are
unaffected. Slot-by-slot replacement plan (fighter names to be authored by
**RDL**; design briefs below are the planning commitment):

| Displaced slot | Archetype slot (per catalog) | Backfill design brief (style pool) |
| --- | --- | --- |
| Capcom.Ryu | WeaponMaster | Wandering swordsage; iaido weapon style (Weapon pool) |
| Capcom.Ken | SubmissionSpecialist | Flashy catch-wrestling celebrity (Submissions pool) |
| Capcom.ChunLi | Aerial | Acrobatic kicking specialist, aerial loops (Kickboxing pool) |
| Capcom.Cammy | CounterFighter | Special-forces counter-striker (Martial Arts pool) |
| SNK.Terry | StanceSwitcher | Street-brawler with momentum stances (Streetfighting pool) |
| SNK.Mai | Hybrid | Fan-dancer kunoichi, fire props (Weapon + Martial Arts pools) |
| SNK.Kyo | Striker | Pyro-fist heir, short-range pressure (Martial Arts pool) |
| SNK.Iori | Grappler | Rival clan claw-grappler (Streetfighting pool) |
| WB.Scorpion | Zoner | Chain-and-sickle revenant, mid-screen snare (Weapon pool) |
| WB.SubZero | Rushdown | Cryomancer-analog with slide pressure (Martial Arts pool) |
| WB.Raiden | Powerhouse | Storm-priest, heavy palm strikes (Martial Arts pool) |
| WB.LiuKang | Technical | Tournament monk, precise cancels (Kickboxing pool) |
| WB.Kitana | WeaponMaster | Twin war-fan royal (Weapon pool) |
| BandaiNamco.Jin | SubmissionSpecialist | Cursed-bloodline judoka (Submissions pool) |
| BandaiNamco.Kazuya | Aerial | Launch-and-juggle patriarch analog (Martial Arts pool) |
| BandaiNamco.King | CounterFighter | Masked luchador counter-grappler (Wrestling pool) |
| BandaiNamco.Nina | StanceSwitcher | Assassin with stance chains (Submissions + Kickboxing pools) |
| BandaiNamco.Mitsurugi | Hybrid | Ronin duelist (Weapon pool) |

### 5.3 Legal-distinctiveness review

Every backfill brief above is an **archetype/style replacement, not a clone**.
Mandatory review (**GC** + **RDL**, recorded per fighter in
`V2/balance/fighters/<fighter>/signature-checklist.md` per
`V2/V2_features.md:1064-1066`): no protected trade dress (silhouettes,
signature costumes, color-and-mask combinations), no protectable move names,
no audio soundalikes of protected catchphrases, no likeness of real persons.
Inspiration at the archetype level (a fireball zoner, a chain zoner) is genre
vocabulary; expression-level copying is forbidden and is checked before
concept art leaves the building.

### 5.4 Partner-IP as post-launch DLC

When a deal closes post-launch, the licensed character ships as a paid DLC
chunk (clean royalty attribution per §4), occupying a **61st+ roster slot** —
the backfill original is never removed. Catalog `MinimumPartnerIPFighterCount`
applies only to the aspirational configuration and must not gate the fallback
build.

### 5.5 Production-cost note

The 18 backfill originals cost ~18 person-months each
(`content-production-model.md` §5) = **324 person-months (~27 person-years)**
— roughly the same as ingesting 18 licensed characters, since licensed
characters still need full V2-pipeline art/anim/VO plus approval overhead.
The fallback is cost-neutral; it removes deal risk, not work.

## 6. The gate (binding)

**No partner-IP character ships in any marketing material, store asset,
trailer, playtest build, or release build unless an executed license is
recorded in `V2/legal/`.**

Mechanics:

1. Executed licenses are recorded at
   `V2/legal/licenses/<rightsholder>-<character>.md` (counterparty, term,
   territory, MG/royalty summary, approval contacts, sunset date), owned by
   **GC**, reviewed quarterly alongside the existing registries
   (`V2/legal/platform-cert-bans.json`, `V2/legal/rating-boards.json`).
2. A build-time validation gate cross-references every roster entry whose
   origin is `PartnerIP` (license tags `License.PartnerIP.*` in
   `V2LaunchRosterData.cpp:609-626`) against the records in
   `V2/legal/licenses/`. Any `PartnerIP` entry without a matching executed
   record **fails the cook** for shipping configurations and fails the doc
   validator for marketing-asset manifests. Owner: **EP** (gate wiring), **GC**
   (record truth).
3. Marketing sign-off checklist (**BMD**) includes the same cross-reference;
   no key art, trailer, or store listing clears review with an unlicensed
   partner-IP character visible.
4. Until at least one record exists in `V2/legal/licenses/`, all public
   materials use the fallback roster of §5 exclusively.

This gate is fail-closed by design: absent paper, the character does not
exist.
