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[*] denotes confidential information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 Exhibit 10.3
 PLAYSTATION PORTABLE (PSP)
 LICENSED PSP PUBLISHER AGREEMENT
  LICENSED PSP PUBLISHER AGREEMENT for the PlayStation Portable
 WHEREAS ®
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. Definition of Terms.
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
 1.10
   1




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1.11
 1.12
 1.13
 1.14
 1.15
 1.16
 1.17
 1.18
 1.19
 1.20
 1.21
 1.22
 1.23
 1.25
 1.26
 1.27
   2




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1.28
 1.29
 1.30
 1.31
 1.32
 1.33
 1.34
 1.35
 1.36
 1.37
 2. License.
 2.1 License Grant.
 2.2 Separate PlayStation Agreements .
 3. Development of Licensed PSP Products.
 3.1 Right to Develop.
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 3




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3.2 Development by Third Parties
 4. Limitations on Licenses; Reservation of Rights.
 4.1 Reverse Engineering Prohibited .
 4.2 Reservation of SCEAs Rights.
 4.2.1 Limitation of Rights to Licenses Granted.
 4.2.2 Other Use of SCE Materials and SCEA Intellectual Property Rights.
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 4




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4.3 Reservation of Publishers Rights.
 4.4 Additions to and Deletions from Licensed Territory.
 4.5 PSP SourceBook Requirement.
 4.6 Covenant Not to Sue.
 5. Quality Standards for the Licensed PSP Products.
 5.1 Quality Assurance Generally.
 5.2 Product Proposals .
 5.2.1 Submission of Product Proposal.
 5.2.2 Approval of Product Proposal.
   *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 5




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5.2.3 Changes to Product Proposal.
 5.3 Work-in-Progress .
 5.3.1 Submission and Review of Work-in-Progress.
 5.3.2 Approval of Work in Progress.
 5.3.3 Cancellation or Delay: Conditions of Approval.
 5.4 Approval of Executable Software.
 5.5 Printed Materials.
 5.5.1 Compliance with Guidelines.
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 6




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5.5.2 Submission and Approval of Printed Materials.
 5.6 Advertising Materials.
 5.6.1 Submission and Approval of Advertising Materials.
 5.6.2 Failure to Comply; [*          ] Strikes Program. Publishers who fail to obtain
SCEAs approval of Advertising Materials prior to broadcast or publication shall be subject to the
provisions of the [* ] Strikes program outlined in the PSP SourceBook. Failure to
obtain SCEAs approval of Advertising Materials could result in termination of this PSP LPA or
termination of approval of the Licensed PSP Product, or could subject Publisher to the provisions
of Section 14.4 hereto.
 5.6.3 SCEA Materials.
 5.7 Rating Requirements.
 5.8 Publishers Additional Quality Assurance Obligations.
   *Information has been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
 7




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6. Manufacture of the Licensed PSP Products.
 6.1 Manufacture of Units.
 6.1.1 Manufacture of PSP Format Discs.
 6.1.1.1 Designated Manufacturing Facilities.
 6.1.1.2 Creation of Master Licensed PSP Product.
 6.1.2 Manufacture of Printed Materials.
 6.1.2.1 Manufacture by Designated Manufacturing Facility
 6.1.2.2 Manufacture by Alternate Source.
 6.1.3 Manufacture of Packaging.
 6.1.3.1 Manufacture by Designated Manufacturing Facility.
 6.1.3.2 Manufacture by Alternate Source.
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended. 8
        6.1.4 Assembly Services.
 6.2 Price. Payment and Terms.
 6.2.1 Price.
 6.2.2 Orders
 6.2.3 Payment Terms
 6.2.3.1 Credit Terms
 6.2.3.2 General Terms
 6.3 Delivery of Licensed PSP Products.
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 9




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6.4 Ownership of Master Discs
 7. Marketing and Distribution.
 7.1 Marketing Generally
 7.2 Samples .
 7.3 Marketing Programs of SCEA
 7.4 Demonstration Disc Programs
 7.4.1 SCEA Demo Discs
 7.4.1.1 License
 7.4.1.2 Submission and Approval of Product Information
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 10




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7.4.1.3 No Obligation to Publish.
 7.4.1.4 SCEA Demo Discs Sold at Retail
 7.4.2 Third Party Demo Discs
 7.4.2.1 License.
 7.4.2.2 Submission and Approval of Third Party Demo Discs
 7.4.2.3 Manufacture and Royalty of Third Party Demo Discs
   11




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7.5 Contests and Sweepstakes of Publisher .
      7.6 PlayStation Website
 7.7 Distribution
 7.7.1 Distribution Channels
 7.7.2 Limitations on Distribution
 8. Royalties.
 8.1 Applicable Royalties on Licensed PSP Products .
 8.1.1 Initial Orders
 Wholesale Price
    
    
    Per Title Royalty[*     ]
    
    
    [*     ]
    
    
    [*     ][*     ]
    
    
    [*     ]
    
    
    [*     ][*     ]
    
    
    [*     ]
    
    
    [*     ]
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 12




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8.1.2 Reorders and Other Programs
 8.2 Third Party Demo Disc Program Royalties
 8.3 Payment For Licensed PSP Product
 8.4 Rebates, Promotions or Discounts
 9. Representations and Warranties
 9.1 Representations and Warranties of SCEA
 9.2 Representations and Warranties of Publisher
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 13




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10. Indemnities; Limited Liability.
 10.1 Indemnification by SCEA .
   14




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10.2 Indemnification By Publisher .
 10.3 LIMITATION OF LIABILITY .
 10.3.1 LIMITATION OF SCEAS LIABILITY . IN NO EVENT SHALL SCEA OR OTHER SONY
AFFILIATES AND THEIR SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR LOSS OF
PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF,
RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF
THIS AGREEMENT BY SCEA, THE MANUFACTURE OF THE LICENSED PSP PRODUCTS AND THE USE OF THE LICENSED
PSP PRODUCTS, EXECUTABLE SOFTWARE OR THE PSP PLAYER BY PUBLISHER OR ANY END-USER, WHETHER UNDER
THEORY OF CONTRACT, EVENT SHALL SCEAS LIABILITY ARISING UNDER, RELATING TO OR IN CONNECTION WITH
THIS AGREEMENT, INCLUDING WITHOUT
 LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY
LIABILITY UNDER SECTION 10.1. EXCEED THE TOTAL AMOUNT PAID BY PUBLISHER TO SCEA UNDER THIS
AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER SCEA NOR ANY SONY AFFILIATE, NOR ANY OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY
RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE
QUALITY, OPERATION OR PERFORMANCE OF ANY PORTION OF THE SCE MATERIALS, THE PSP PLAYER OR ANY
LICENSED PSP PRODUCT.
 10.3.2 LIMITATION OF PUBLISHERS LIABILITY . IN NO EVENT SHALL
PUBLISHER OR ITS AFFILIATED COMPANIES AND THEIR SUPPLIERS, OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS BE LIABLE TO SCEA FOR ANY LOSS OF PROFITS, OR ANY SPECIAL,
PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATED
TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR (II) THE USE OR DISTRIBUTION IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OF ANY CODE PROVIDED
BY SCEA, IN WHOLE OR IN PART, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT SUCH
LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHERS BREACH OF
SECTIONS 4, 10.2, 11 OR 13 OF THIS AGREEMENT, AND PROVIDED FURTHER THAT SUCH
LIMITATIONS SHALL NOT APPLY TO AMOUNTS WHICH PUBLISHER MAY BE REQUIRED TO PAY TO
THIRD PARTIES UNDER SECTIONS 10.2 OR 16.10.
 10.4 DISCLAIMER OF WARRANTY . EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN. NEITHER SCEA NOR ITS AFFILIATES AND SUPPLIERS MAKE, NOR DOES PUBLISHER
RECEIVE, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE SCE MATERIALS, SCEAS CONFIDENTIAL INFORMATION THE PSP PLAYER, THE
UNITS OF THE LICENSED PSP PRODUCTS MANUFACTURED HEREUNDER OR PUBLISHERS PRODUCT
INFORMATION INCLUDED ON SCEA DEMO DISCS. SCEA SHALL NOT BE LIABLE FOR ANY
INJURY, LOSS OR DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF THE
USE OR INABILITY TO USE ANY UNITS OR ANY SOFTWARE ERRORS OR
BUGS IN
PUBLISHERS PRODUCT INFORMATION WHICH
   15




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MAY BE REPRODUCED ON SCEA DEMO DISCS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCEA AND
ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION,
REGARDING THE SCE MATERIALS, SCEAS CONFIDENTIAL INFORMATION, LICENSED PSP PRODUCTS, SCEA DEMO
DISCS AND THE PSP PLAYER. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION
2-312(3) OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED.
 11. SCEA Intellectual Property Rights.
 11.1 Licensed Trademarks .
 11.2 License of SCE Materials and PSP Player .
 12. Infringement of SCEA Intellectual Property Rights By Third Parties.
 13. Confidentiality.
 13.1 SCEAs Confidential Information .
 13.1.1 Definition of SCEAs Confidential Information .
     13.1.2 Term of Protection of SCEAs Confidential Information .
 13.1.3 Preservation of SCEAs Confidential Information .
   16




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13.1.4 Exceptions .
 13.1.5 No Obligation to License .
 13.1.6 Publishers Obligations Upon Unauthorized
Disclosure .
 13.2 Publishers Confidential Information .
   17




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13.2.1 Definition of Publishers Confidential Information .
     13.2.2 Term of Protection of Publishers Confidential Information .
 13.2.3 Preservation of Confidential Information of Publisher
 13.2.4 Exceptions .
      13.2.5 SCEAs Obligations Upon Unauthorized Disclosure .
 13.3 Confidentiality of Agreement .
   18




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##### 



14. Term and Termination.
 14.1 Effective Date; Term .
 14.2 Termination by SCEA .
 14.3 Product-by-Product Termination by SCEA .
 14.4 Options of SCEA in Lieu of Termination .
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 19




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##### 



14.4.1 Suspension of Agreement
 14.4.2 Liquidated Damages
       14.5 No Refunds .
 15. Effect of Expiration or Termination.
 15.1 Inventory Statement .
 15.2 Reversion of Rights .
 15.3 Disposal of Unsold Units .
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 20




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15.4 Return of SCE Materials and Confidential Information .
 15.5 Extension of this Agreement: Termination Without Prejudice .
 16. Miscellaneous Provisions.
 16.1 Notices .
 16.2 Audit Provisions .
 16.3 Force Majeure .
 16.4 No Agency, Partnership or Joint Venture .
   *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 21




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16.5 Assignment .
 16.6 Subcontractors .
 16.7 Compliance with Applicable Laws .
 16.8 Governing Law; Consent to Jurisdiction .
 16.9 Legal Costs and Expenses .
 16.10 Remedies .
   22




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16.11 Severability .
 16.12 Sections Surviving Expiration or Termination .
 16.13 Waiver .
 16.14 Modification and Amendment .
 16.15 Headings .
 16.16 Interpretation
 16.17 Counterparts .
 16.18 Construction .
   IN WITNESS WHEREOF,
 SONY COMPUTER ENTERTAINMENT AMERICA INC.
    
    MIDWAY HOME ENTERTAINMENTBy:
    
    /s/ Andrew House
    
    By:
    
    /s/ Mark S. Beaumont
 *Information has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
 23




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NOT AN AGREEMENT UNTIL EXECUTED BY BOTH PARTIES
 24