**EXHIBIT10.30**

 

**AMENDMENT TO THE**

**XBOX****Ô PUBLISHER LICENSING AGREEMENT**

***(Platinum Hits Family Program)***

 

This Amendment (“Amendment”) is entered into and effective as of thelater of the two signature dates below (the “Effective Date”) by and between **MICROSOFT LICENSING,GP**,****a Nevada general partnership (“Microsoft”), and THQ Inc.****(“Licensee”),and supplements the XboxÔ Publisher LicenseAgreement******betweenthe parties dated as of  March 20, 2001(“PLA”), and as previously amended.

 

### **RECITALS**

### ** **

**A.           **Whereas,Microsoft and its affiliated companies develop and license a computer gamesystem, known as the XboxTM game system; and

 

**B.           **Whereas,Licensee is an experienced publisher of software products and is developing andpublishing one or more software products to run on the XboxÔgame system pursuant to the parties’ PLA; and

 

**C.**            Whereas,the parties wish to amend the PLA to provide terms and conditions related tothe “Platinum Hits Family Program”.

 

Accordingly, for and in consideration of the mutual covenants andconditions contained herein, and for other good and valuable consideration,receipt of which each party hereby acknowledges, Microsoft and Licensee agreeas follows:

 

**I.              DEFINITIONS; INTERPRETATION**

 

**a.**             Exceptas expressly provided otherwise in this Amendment, capitalized terms shall havethe same meanings ascribed to them in the PLA.

 

**b.**             Theterms of the PLA are incorporated by reference, and except and to the extentexpressly modified by this Amendment or any previous amendments, the PLA shallremain in full force and effect and is hereby ratified and confirmed.   The parties acknowledge that except asexpressly set forth herein, this Amendment supersedes any prior amendments tothe PLA related to manufactured Finished Product Unit (“FPU”) royalty rates andpayments.

 

**c.             “PlatinumHits Family FPU”** means an FPU of a Platinum Hits FamilySoftware Title, as such term is further defined in Section [7].1.8 of thisAmendment.

 

**II.            PLATINUM HITS FAMILY PROGRAM**

 

The following Section[7].1.8 is added to the PLA:

 

“[**7].1.8**  **Royalty Rates for Platinum Hits Family Program Software Titles.**      If Licensee elects to publish a SoftwareTitle under the “Xbox Platinum Hits Family Program” (as such program has beenestablished in the North American Sales Territory and the Asian Sales TerritoryExcluding Japan and an analogous program has been established in the EuropeanSales Territory as part of the pre-existing “Classics Program”) (such SoftwareTitle being referred to herein as a “Platinum Hits Family Software Title”),Licensee shall pay to Microsoft the nonrefundable royalties set forth below, inlieu of the royalties otherwise specified in this Section [7], for eachPlatinum Hits Family FPU manufactured during the Term of this Agreement.  Software Titles shall be eligible for the XboxPlatinum Hits Family Program commencing **** in the North American and EuropeanSales Territories and the Asian Sales Territory Excluding Japan.

 

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* Confidential portion omitted and filed separately with the Securitiesand Exchange Commission.

 

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|                 |   | **Royalty Per Platinum FPU Manufactured for Regional  Billing Basis** |   | **Royalty Per Platinum FPU  Manufactured for Worldwide  Billing Basis** |   |
|----------------------|--------|-----------------------------------------------------------------------|--------|-------------------------------------------------------------------------|--------|
| **Sales  Territory** |   | **North American  Manufacturing  Region**                             |   | **European  Manufacturing  Region**                                     |   | **Asian  Manufacturing  Region** |   | **All Manufacturing Regions** |   |
| All                  |   | ****                                                                  |   | ****                                                                    |   | **** |   | **** |   |

 

Notwithstanding the foregoing, no royalties will bepayable hereunder with respect to any Demo Versions.

 

**[7].1.8.1  Qualifying Software Titles.   **In order for a Software Title to qualify as a PlatinumHits Family Title in a Sales Territory, all of the following conditions must besatisfied:

 

(i)            The Software Title must have beenCommercially Released and commercially available as a Standard FPU in theapplicable Sales Territory for at least **** and less than ****;

 

(ii)           The Software Title must have receivedan “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or anequivalent rating in the applicable Sales Territory(ies) (to the extentSoftware Titles are rated by regulatory boards within the applicable SalesTerritory(ies)) and must be (a) character based and/or (b) principally appeal,as determined by Microsoft in its sole good faith discretion, to children 12years of age and younger; and

 

(iii)          The following minimum Standard FPUmanufacturing quantity for the applicable Sales Territory must have been met:

 

(a)           For a Software Title that becomeseligible to be published as a Platinum Hit Family Title between **** and ****for the applicable Sales Territory:

 

•              **** Standard FPUs must have beenmanufactured for the North American Sales Territory.

 

•              **** Standard FPUs must have beenmanufactured for the European Sales Territory.

 

•              For the Asian Sales TerritoryExcluding Japan, either (a) **** Standard FPUs of the Software Title must havemanufactured or (b) the Software Title must have qualified for the XboxPlatinum Hits Family Program in the North American Sales Territory.

 

(b)           For a Software Title that firstbecomes eligible to be published as a Platinum Hit Family Title on or after**** for the applicable Sales Territory, quantities as determined by Microsoft.

 

(iv)          In any calendar year in a SalesTerritory, Licensee may not publish more than **** Software Titles as part ofthe Platinum Hits Family Program.

 

(v)           For purposes of clarification, sportstitles that are traditionally distributed on an annual cycle shall not qualifyas Platinum Family Hits.

 

(vi)          Software Titles that are published ina territory as Tier 3 titles shall not be eligible for the Platinum Hits Familyprogram in such territory.

 

(vii)         Wholesale Price per Platinum HitsFamily FPU must not exceed **** in the North American Sales Territory, **** inthe European Sales Territory and the local currency

 

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*Confidential portion omitted and filed separately with the Securities andExchange Commission.

 

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equivalent, at thethen-prevailing exchange rate, of  ****in each country comprising the Asian Sales Territory Excluding Japan.

 

(viii)        All Marketing Materials for a Platinum HitsFamily Software Title must clearly indicate that the Software Title is an XboxPlatinum Family Hit (or such other title that Microsoft designates for acomparable program in applicable Territories), and Licensee shall submit allsuch Marketing Materials to Microsoft for its approval in accordance withSection 2.3.4 of the PLA.  Branding andother requirements for Platinum Hits Family Software Title Marketing Materialsshall be set forth in the Xbox Guide.

 

(ix)          The Platinum Hits Family FPU versionof the Software Title must be the same or substantially equivalent to theStandard FPU version of the Software Title. Notwithstanding the foregoing, allknown material bugs or errors in the Standard FPU version shall be corrected inthe Platinum Hits Family FPU version, and Licensee acknowledges that any suchcorrections may require the Software Title to be re-Certified at Licensee’sexpense.  Licensee may modify or addadditional content or features to the Platinum Hits Family FPU version of theSoftware Title (e.g., demos or game play changes) subject to Microsoft’s reviewand approval, which approval shall not be unreasonably withheld, and Licenseeacknowledges that any such modifications or additions may, at Microsoft’sdiscretion, require the Software Title to be re-Certified at Licensee’s soleexpense.

 

Provided that all of the foregoing conditions have been satisfied withrespect to a Software Title in a particular Sales Territory and Licenseeprovides Microsoft with a completed Platinum Hits Family Program PublicationForm in the form annexed hereto as Exhibit 1****no later than **** prior tothe targeted Commercial Release of the Platinum Hits Family Software Title,Licensee shall be authorized to manufacture and distribute Platinum Hits FamilyFPUs in such Sales Territory.

 

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed as of the EffectiveDate on the dates indicated below.

 
| **MICROSOFT  LICENSING, GP** | **THQ  Inc.** |
|------------------------------|---------------|
|                         |          |
|                         |          |
| /s/ Roxanne V. Spring        |          | /s/ James M. Kennedy |   |
| By (sign)                    | By (sign)     |
| Roxanne V. Spring            |          | James M. Kennedy |   |
| Name (Print)                 | Name (Print)  |
| SPM                          |          | Sr. V.P. Business Legal Affairs |   |
| Title                        | Title         |
| 15-Mar-2004                  |          | 3/8/04 |   |
| Date                         | Date          |

 

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* Confidential portionomitted and filed separately with the Securities and Exchange Commission.

 

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**EXHIBIT 1**

 

**XBOX****Ô PLATINUM HITS FAMILY PROGRAM PUBLICATION FORM**

 

**PLEASECOMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFTLICENSING, GP (“MSLIGP”) AT (425) 936-7329 TO THE ATTENTION OFXBOXOPS@MICROSOFT.COM WITH A COPY SENT TO PUBLISHER’S XBOX ACCOUNTMANAGER.  UPON RECEIPT OF THE COMPLETEDAND SIGNED FORM, MSLIGP SHALL E-MAIL AN ACKNOWLEDGEMENT OF RECEIPT TO THEPUBLISHER AT THE E-MAIL ADDRESS SPECIFIED BY THE PUBLISHER BELOW.  THIS FORM WILL BE BINDING ONLY UPONPUBLISHER’S RECEIPT OF THE E-MAIL ACKNOWLEDGEMENT.**

 

**NOTES:**

•                  **THIS FORMMUST BE SUBMITTED BY A PUBLISHER IN ORDER TO PUBLISH A SOFTWARE TITLE AS PARTOF THE XBOX PLATINUM HITS FAMILY PROGRAM IN ANY SALES TERRITORY.**

•                  **ASEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY IN WHICH THE PUBLISHERWISHES TO PUBLISH A SOFTWARE TITLE AS PART OF THE PROGRAM.**

 

1.     Publishername:                                                                                                                                       

 

1)              Xbox Software TitleName:                                                                                                                                       

 

2)              XMID Number:                                                                                                                                       

 

3)              Sales Territory forwhich Publisher wants to publish the Software Title as a Platinum Hits Familytitle (check one):

 

o                    NorthAmerican Sales Territory

o                    AsianSales Territory Excluding Japan

o                    EuropeanSales Territory

 

4)              Date of CommercialRelease of Software Title in applicable Sales Territory:                                    

 

5)              Number of StandardFPUs manufactured to date for the Software Title for the applicable SalesTerritory:                                    

 

6)              Projected CommercialRelease date of Software Title in the applicable Sales Territory as part ofPlatinum Hits FamilyProgram:                                 

 

7)              Manufacturing Regionfor Platinum Hits Family FPUs (check one)

 

o                    NorthAmerica

o                    Asia

o                    Europe

 

The undersigned represents that he/she has authority to submit thisform on behalf of the above publisher, and that the information containedherein is true and accurate.

 

 
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|   | Name (Print)                      |
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|   | Title                             |
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|   | E-Mail Address (for confirmation) |
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|   | Date                              |

 

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