exv10w4



 





"[*]” 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 10.4




Contract Number [*]




AMENDMENT TO THE

XBOX PUBLISHER LICENSING AGREEMENT

(Term, Tier[*], Limited Tier Migration, Super Hits Program,

Minimum Order Quantities, Samples, Demo Versions, Billing Addresses)




          This Amendment to the Xbox Publisher License Agreement (this “Amendment”) is entered into and
effective as of March 1, 2005 (the “Amendment Effective Date”) by and between Microsoft Licensing,
GP, a Nevada general partnership (“Microsoft”), and Midway Home Entertainment
(“Licensee” or “Publisher”), and supplements that certain XboxÔ Publisher License
Agreement between the parties dated as of October 30 2000, as amended (the “PLA”).



RECITALS




          A.      Microsoft and Publisher entered into the PLA to establish the terms under which Publisher
may publish video games for Microsoft’s Xbox video game system.



          B.      The parties now wish to extend the Term of the PLA and amend certain provisions thereof for
Publisher’s continued manufacture and distribution of video games for the Xbox.



          Accordingly, for and in consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, receipt of which each party hereby acknowledges,
Microsoft and Publisher agree as follows:



1.      Definitions; Interpretation




          1.1      “Asian Sales Territory” means the territory comprising Taiwan, Hong Kong, Singapore and
Korea, and any other countries that are listed by Microsoft from time to time as set forth in the
Xbox Guide. The Asian Sales Territory does not include Japan.



          1.2      “Base Royalty” means the licensing fee to be paid to Microsoft as defined in this
Amendment.



          1.3      “Demo Versions” means a small portion of a Software Title that is provided to end users at
no or minimal cost to advertise or promote the Software Title.



          1.4      “Standard FPU” means an FPU of a Software Title which is not a Hits FPU. The Commercial
Release of a Software Title may only consist of Standard FPUs.



          1.5      Except as expressly provided otherwise in this Amendment, capitalized terms shall have the
same meanings ascribed to them in the PLA or its amendments.



          1.6      The terms of the PLA are incorporated by reference, and except and to the extent expressly
modified by this Amendment or any previous amendments, the PLA shall remain in full force and
effect and is hereby ratified and confirmed. In the event of any conflict between this Amendment
and the PLA or any prior amendments thereto, the terms of this Amendment shall control. In the
event of any conflict between this Amendment and the Xbox Guide, the terms of this Amendment shall
control. The parties specifically acknowledge that except as expressly set forth herein, this
Amendment supersedes any prior amendments to the PLA related to manufactured FPU royalty rates
and/or payments.



2.      Term



The term of the PLA is hereby extended until [*]                     (the “Current Term”).
Unless one party gives the other notice within [*]                     prior to the end of the
Current Term, this Agreement shall automatically renew for a single renewal term of [*]                     .
The period of time since the Effective Date of the PLA through the Current Term and any
extensions or renewals thereto shall constitute the “Term” as referred to in the PLA and this
Amendment.



*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.




1









 





3.      New Royalty [*]




          3.1      The royalty rate tables and provisions in Sections 7.1.4 and 7.1.5 (or Sections 6.1.4 and
6.1.5) of the PLA describing how royalty rates are calculated are hereby replaced by the provisions
of this Amendment. Notwithstanding the foregoing, the [*]   described below will only be
available to Publisher after [*].



          3.2      Royalty Fee



                     3.2.1      For each FPU manufactured during the Term of the PLA, Publisher shall pay Microsoft
nonrefundable royalties in accordance with the royalty tables set forth below (Tables 1 and 2) and
the “Unit Discount” table set forth in Section 3.4 of this Amendment (Table 3).



                     3.2.2      The Base Royalty rate is determined by the “Threshold Price” (which is the Wholesale
Price (WSP) or Suggested Retail Price (SRP) at which Publisher intends to sell the Software Title
in the applicable Sales Territory) and the Publisher’s billing election per the PLA (“worldwide” or
“regional”). To determine the applicable Base Royalty for a particular Software Title in a
particular Sales Territory, the applicable Threshold Price from Table 1 below will determine the
correct royalty “Tier.” The Base Royalty is then as set forth in Table 2 based on the billing
option selected by Publisher under the PLA and the Manufacturing Region in which the FPUs will be
manufactured. For example, assume the Wholesale Price of a Software Title to be sold in the
European Sales Territory is [*]. According to Table 1, Tier 2 royalty rates will apply to that
Software Title. If the Publisher has chosen a worldwide billing election, then the Base Royalty is
[*] per Table 2. If Publisher has chosen a regional billing option, the Base Royalty is
determined in Table 2 by the Manufacturing Region. If the Software Title were manufactured in the
European Manufacturing Region, the Base Royalty would be [*]   per FPU. If the Software Title
were manufactured in Asian Manufacturing Region, the Base Royalty would be [*] per FPU.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Table 1: Threshold Price per Sales Territory
	 	 	 	 	North America WSP	 	 	European WSP	 	 	Japan SRP	 	 	Asia WSP (US$)*	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 





          *This is the US dollar equivalent of local currency in the Asia Sales Territory.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Table 2: Royalty Rates
	 	 	 	 	Worldwide Billing	 	 	Royalty Rate per Manufacturing Region for Regional Billing Option	 
	 	 	 	 	Option	 	 	 
	 	 	 	 	 	 	 	North American	 	 	European	 	 	Asian	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 





                     3.3      Setting the Base Royalty. Publisher shall submit to Microsoft, at least [*]                     
before placing the first manufacturing order for a Software Title, a completed
and signed “Royalty Tier Selection Form” in the form attached hereto as Exhibit 1 for each
Sales Territory. The selection indicated in the form will only be effective once the form has been
accepted by Microsoft. If Publisher does not submit a Royalty Tier Selection Form as required
hereunder, the Base Royalty for such Software Title will default to Tier 1, regardless of the
actual Threshold Price. Except for as provided for under


*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.




2









 





          Section 4 of this Amendment, the selection of a Base Royalty for a Software Title in a
Sales Territory is binding for [*]                     even if the Threshold Price is reduced following the Software
Title’s Commercial Release. Microsoft may change the fees and royalty rates set forth herein upon
written notice to Publisher in [*]                                         , which new fees and
royalty rates will become effective [*].



          3.4      Unit Discounts. Publisher is eligible for a discount to the Base Royalty
applicable to FPUs manufactured for a particular Sales Territory (a “Unit Discount”) based on the
number of Standard FPUs that have been manufactured for sale in that Sales Territory as described
in Table 3 below. Note that units manufactured for sale in a Sales Territory are aggregated only
towards a discount on FPUs manufactured for that Sales Territory; there is no worldwide or
cross-territorial aggregation of units. The discount will be rounded up to the nearest Cent, Yen
or hundredth of a Euro. Microsoft may revise the discount schedule upon written notice to
Publisher [*]                                         , which revised discount schedule
will become effective [*].



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Table 3: Unit Discounts
	 	Unit	 	 	North American	 	 	European Sales	 	 	Japan Sales	 	 	Asian Sales Territory	 
	 	Discount	 	 	Sales Territory	 	 	Territory	 	 	Territory	 	 	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	[*]
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 






Example 1 (under worldwide billing election): Publisher manufactures a Software Title for
sale in the North American Sales Territory with a wholesale price between [*]                     and an
initial order quantity of [*]           Standard FPUs. Publisher manufactures the same
Software Title for sale in the European Sales Territory with a wholesale price between [*]                     and
an initial order quantity of [*]           Standard FPUs. The actual
applied royalty rates for this Software Title would be:




	 	i.  	For North American Sales Territory:



	 	a.  	[*] for units [*] ([*]% discount)
	 	b.  	[*] for units [*] ([*]% discount)



	 	ii.  	For European Sales Territory:



	 	a.  	[*] for units [*] ([*]% discount)




Example 2 (under regional billing election): Publisher manufactures [*]           Standard
FPUs of a Software Title in the North American Manufacturing Region for sale in the North
American Sales Territory with a wholesale price between [*]                     .
Publisher then manufactures [*]   Standard FPUs in the European Manufacturing Region for
sale in the North American Sales Territory with that same wholesale price (total FPUs for
North American Sales Territory: [*]   ). Finally, Publisher manufactures[*]      Standard
FPUs of the same Software Title in the European Manufacturing Region for sale in
the Japan Sales Territory at a suggested retail price below [*]. The actual applied
royalty rates for this Software Title would be:



	 	i.  	For North American Sales Territory:



	 	a.  	[*] for units [*] ([*]% discount)
	 	b.  	[*]for units [*] ([*]% discount)
	 	c.  	[*] for units [*] ([*]% discount)



	 	ii.  	For Japan Sales Territory:



	 	a.  	[*] for units [*] ([*]% discount)




4.      Limited Royalty Tier Migration


          4.1      Under the conditions described in this Section 4, Publisher may change the previously
elected Base Royalty rate for a Software Title in a specific Sales Territory [*]. In order for the
new Base Royalty to be applied to Publisher’s FPUs, Publisher shall submit to Microsoft, at least
[*] before placing a manufacturing order for the


*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









 




Software Title to which Publisher desires the new Base Royalty to apply, a completed and
signed “Royalty Tier Change Form” in the form attached hereto as Exhibit 2 for each Sales
Territory.




          4.2      The Royalty Tier Change Form must be received and acknowledged by Microsoft no sooner than
[*]                     and no later than [*]                     the date that the Software Title was Commercially
Released in the applicable Sales Territory, which Commercial Release date must occur on or after
[*]                     . No change to a Base Royalty will be effective before [*].



          4.3      The change in Base Royalty represented by the Royalty Tier Change Form will only apply
prospectively to manufacturing orders placed after the form has been accepted by Microsoft.



          4.4      Publisher may only submit a single Royalty Tier Change Form per Software Title per Sales
Territory.



          4.5      Publisher may only change from Tier [*] to Tier [*].



          4.6      If Publisher submits a Royalty Tier Change Form for a Software Title in a particular Sales
Territory, the Software Title is thereafter not eligible to participate in any Hits Program for
that Sales Territory.



5.      Hits Programs




          5.1      Publisher may elect to participate in certain Platinum or Classic Hits, Platinum or
Classic Family Hits or Super Hits programs (collectively referred to herein as “Hits Programs”) for
qualified Software Titles (a “Hit FPU”). If Publisher elects to participate in a Hits Program,
Publisher must provide Microsoft with a completed and signed Hits Programs Election Form in the
form attached hereto as Exhibit 3 no later than [*]                               prior to the targeted Commercial Release of the Hit FPU. If a Software Title meets the applicable
participation criteria in a particular Sales Territory and Microsoft receives the Hits Programs
Election Form on time, Publisher is authorized to manufacture and distribute Hit FPUs in such Sales
Territory and at the Base Royalty rate in Table 2 of Section 3.2.2 of this Amendment applicable to
“Hit FPUs” or “Super Hit FPUs,” as applicable In order for a Software Title to qualify as a Hits
FPU in a Sales Territory, the following conditions, applicable per Hits Program, must be satisfied:



                     5.1.1      For all Hits Programs, the Software Title must have been commercially available as a
Standard FPU in the applicable Sales Territory for at least [*]                               but not more
than [*]                     . Notwithstanding the foregoing, a Software Title may
qualify as a Hit FPU in the European or Japan Sales Territory [*] .



                     5.1.2      To qualify as a Platinum Family Hit, the Software Title must (i) have received an “E,”
or, in the event such rating is officially adopted by the ESRB, an “E10” rating, from the ESRB
and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory
(to the extent Software Titles are rated by regulatory boards within the applicable Sales
Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good
faith discretion, to children 12 years of age and younger.



                     5.1.3      In any [*]           in a Sales Territory, Publisher may not publish more than [*]           Software
Titles as part of the Platinum or Classic Hits Family Program.



                     5.1.4      To qualify as a “Super Hit,” a Software Title must have been a Hits FPU for at least [*]                     . The
manufacturing requirements are different depending on whether a potential Super Hit started
out as a Platinum or Classic Hit or Platinum or Classic Family Hit. No Software Title may be
released as a Super Hit prior to [*].



                     5.1.5      Publisher must have manufactured the following minimum quantities of Standard and/or Hit
FPUs (as indicated below) for the applicable Sales Territory and Hits Program.


*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









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Table 4: Hits Manufacturing Requirements
	 	 	 	 	NA	 	 	EU	 	 	Japan	 	 	Asia	 
	 	Platinum or Classic Hits
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	- Must be Standard FPUs
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Super Hits from Platinum or Classic Hits
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	- Must be Standard, Platinum or Classics Hit FPUs
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Platinum or Classic Family Hits
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	- Must be Standard FPUs
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Super Hits from Platinum or Classic Family Hits
	 	 	[*]	 	 	[*]	 	 	[*]	 	 	[*]	 
	 	- Must be Standard, Platinum or Classic Family Hit FPUs
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





                     5.1.6      The Wholesale Price per Hit FPU other than Super Hits must not exceed [*]   in the
North American Sales Territory, the equivalent of [*] in local currency for the Asian Sales
Territory, [*]      in the European Sales Territory; and the suggested retail price must be
less than [*] in the Japan Sales Territory. The Wholesale Price per Super Hits FPU must not exceed
[*]      in the North American Sales Territory, the equivalent of [*]      in local currency for the
Asia Sales Territory and [*] in the European Sales Territory.



          5.2      All Marketing Materials for a Hit FPU must clearly comply with all Microsoft branding
requirements as may be required in each Sales Territory and Publisher shall submit all such
Marketing Materials to Microsoft for its approval in accordance with the PLA. Notwithstanding the
foregoing, all Hit FPUs must comply with the basic branding and other requirements for Marketing
Materials set forth in the Xbox Guide.



          5.3      The Hit FPU version must be the same or substantially equivalent to the Standard FPU
version of the Software Title. Publisher may modify or add additional content or features to the
Hit FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s
review and approval, which approval shall not be unreasonably withheld, and Publisher acknowledges
that any such modifications or additions may require the Software Title to be re-Certified at
Publisher’s expense.



6.      Minimum Order Quantities




          6.1      Within [*]                     after the date on which both Microsoft and Publisher have
authorized the Authorized Replicator to begin replication of FPUs for distribution to a specified
Sales Territory, (receipt of both approvals is referred to as “Release to Manufacture”), Publisher
must place orders to manufacture the minimum order quantities (“MOQs”) as described in the Xbox
Guide, which MOQ’s may be updated and revised [*]                     and will be effective starting [*]. Currently,
the MOQs are as follows:



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Per Software Title	 	 	Per Disc	 
	 	North American Sales Territory
	 	 	[*]	 	 	[*]	 
	 	European Sales Territory
	 	 	[*]
	 	 	[*]	 
	 	Japan Sales Territory

	 	 	[*]	 	 	[*]	 
	 	Asian Sales Territory
	 	 	[*]	 	 	[*]	 
	 





          6.2      For the purposes of this Section, a “Disc” shall mean an FPU that is signed for use on a
certain defined range of Xbox hardware, regardless of the number of languages or product SKUs
contained thereon. The MOQs per Software Title are cumulative per Sales Territory. For example,
if an FPU is released in both the North American Sales Territory and the European Sales Territory,
the cumulative MOQ per Software Title would be [*]   . The MOQ per Software Title and the MOQ
per Disc, however, are not cumulative. For example, a single Disc FPU released only in the


*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









 




North America Sales Territory will have a total minimum order quantity of [*]   , which would
cover the[*]   MOQ per Software Title and the [*]   MOQ per Disc (rather than [*]   which
would have been the total minimum order quantity if the MOQ per Software Title and the MOQ per Disc
were cumulative).




          6.3      If Publisher fails to place orders to meet any applicable minimum order quantity within [*]   of
Release to Manufacture, Publisher shall immediately pay Microsoft the applicable
Base Royalty for the number of FPUs represented by the difference between the applicable minimum
order quantity and the number of FPUs of the Software Title actually ordered by Publisher.



7.      Samples



For each Software Title published under the PLA, as soon as possible following Microsoft’s request
and at Publisher’s cost, Publisher shall provide Microsoft with [*]                     FPUs and accompanying Marketing
Materials per Sales Territory in which the FPU will be released.
Such units may be used in marketing, as product samples, for customer support, testing and for
archival purposes. Publisher will not have to pay a Base Royalty for such samples nor will such
samples count towards the Unit Discount in Section 3 of this Amendment.




8.      Demo Versions



If Publisher wishes to distribute a Demo Version, Publisher must obtain Microsoft’s approval and
Microsoft may charge a reasonable fee to offset costs of the Certification. Subject to the terms
of the Xbox Guide, Demo Version(s) may be placed on a single disc, either as a stand-alone or with
other Demo Versions and the suggested price of such units must be free or at a suggested retail
price that does not exceed [*]                     or its equivalent in local currency. Unless
separately addressed in the Xbox Guide, all rights, obligations and approvals set forth in the PLA
as applying to Software Titles shall separately apply to any Demo Version. No royalties will be
payable to Microsoft with respect to any Demo Versions.




9.      Billing Addresses



Publisher may have up to three “bill to” addresses for the payment of royalties, one for the North
American Manufacturing Region, one for the European Manufacturing Region and one for the Asian
Manufacturing Region. If Publisher elects to have a billing address within a European union member
country after [*]      , Publisher must submit a completed and signed enrollment form with
Microsoft Ireland Operations Ltd. (“MIOL”) attached hereto as Exhibit 4 prior to [*]           . If Publisher
does not sign the MIOL enrollment form by [*]           , then all billing to any
previously established European address will default to Publisher’s “sold-to” address on file with
Microsoft. If the Publisher has not signed the MIOL Enrollment form by [*]           and has
no address on file with Microsoft that is not within a European union member country, all
manufacturing under the PLA will cease until a properly executed MIOL enrollment form is received.




          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
Amendment Effective Date.



	 	 	 	 	 
	MICROSOFT LICENSING, GP

	 	MIDWAY HOME ENTERTAINMENT
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Roxanne V. Spring

	 	/s/ Mark S. Beaumont	 	 
	


	 	

	 	 
	By (sign)

	 	By (sign)	 	 
	Roxanne V. Spring

	 	Mark S. Beaumont	 	 
	


	 	

	 	 
	Name (Print)

	 	Name (Print)	 	 
	SPM

	 	SVP	 	 
	


	 	

	 	 
	Title

	 	Title	 	 
	28 - FEB - 2005

	 	2/25/05	 	 
	


	 	

	 	 
	Date (Print mm/dd/yy)

	 	Date (Print mm/dd/yy)	 	 





*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









 





EXHIBIT 1




ROYALTY TIER SELECTION FORM



PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT
+1 (425) 708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNT MANAGER.




NOTES:



	•  	THIS FORM MUST BE SUBMITTED AT LEAST [*]                                         PRIOR TO THE
FIRST MANUFACTURING ORDER BEING PLACED FOR THE
SOFTWARE TITLE FOR EACH RESPECTIVE SALES TERRITORY. IF THIS FORM
IS NOT SUBMITTED ON TIME, THE ROYALTY RATE WILL DEFAULT TO TIER 1
FOR THE APPLICABLE SALES TERRITORY.
	•  	A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY.





	 	 	 	 	 	 	 
	1.
	 	Publisher Name:	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	2. 
	 	Xbox Software Title Name:	 	 	 	 
	 
	 	 	 	 	 	 









	3.  	XMID Number:





	   	 










	4.   	Manufacturing Region (check one):





	 	_____	North America
	 	_____	Europe
	 	_____	Asia













	5.   	Sales Territory (check one):





	 	_____	North American Sales Territory
	 	_____	Japan Sales Territory
	 	_____	European Sales Territory
	 	_____	Asian Sales Territory









	6.   	Final Certification Date:





	 











	7.   	Select Royalty Tier: (check one):   [*]




*Available only for manufacturing orders [*].


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





	 	 	 	 	 
	 
	 	 	 	 
	 
	 	By (sign)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Name, Title (Print)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	E-Mail Address (for confirmation of receipt)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Date (Print mm/dd/yy)	 	 





*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.




 









 





EXHIBIT 2




ROYALTY TIER CHANGE FORM



PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT
+1 (425) 708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNT MANAGER.




NOTES:



	•  	THIS FORM MUST BE SUBMITTED AT LEAST [*]                                         PRIOR TO THE FIRST MANUFACTURING ORDER TO WHICH PUBLISHER DESIRES
THE NEW BASE ROYALTY TO APPLY FOR EACH RESPECTIVE SALES TERRITORY.
	•  	PUBLISHER UNDERSTANDS THAT BY SUBMITTING THIS FORM, THE SOFTWARE
TITLE WILL NO LONGER BE ELIGIBLE TO PARTICIPATE IN ANY HITS
PROGRAM.
	•  	A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY IN
WHICH PUBLISHER DESIRES TO CHANGE THE APPLICABLE BASE ROYALTY.





	 	 	 	 	 	 	 
	1.
	 	Publisher Name:	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	2. 
	 	Xbox Software Title Name:	 	 	 	 
	 
	 	 	 	 	 	 









	3.  	XMID Number:





	   	 










	4.  	Manufacturing Region (check one):





	 	_____	North America
	 	_____	Europe
	 	_____	Asia














	5.   	Sales Territory (check one):





	 	_____	North American Sales Territory
	 	_____	Japan Sales Territory
	 	_____	European Sales Territory
	 	_____	Asian Sales Territory









	6.  	First Commercial Release (must be on or after [*]):





	 











	7.  	Current royalty tier:   [*]






	8.  	Select New Royalty Tier: (check one): [*]




*Available only for manufacturing orders [*].



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





	 	 	 	 	 
	 
	 	 	 	 
	 
	 	By (sign)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Name, Title (Print)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	E-Mail Address (for confirmation of receipt)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Date (Print mm/dd/yy)	 	 





*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.




 









 





EXHIBIT 3




HITS PROGRAMS ELECTION FORM



PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +1 (425) 708-2300
TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNT MANAGER.


NOTES:

	•  	THIS FORM MUST BE SUBMITTED BY A PUBLISHER AT LEAST [*]                                         PRIOR TO THE TARGET COMMERCIAL RELEASE
DATE FOR A SOFTWARE TITLE IN A HITS PROGRAM IN ANY SALES
TERRITORY.
	•  	A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY IN
WHICH THE PUBLISHER WISHES TO PUBLISH A SOFTWARE TITLE AS PART OF
A HITS PROGRAM AND FOR EACH HITS PROGRAM.





	 	 	 	 	 	 	 
	1)
	 	Publisher Name:	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	2) 
	 	Xbox Software Title Name:	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	3)
	 	XMID Number:	 	 	 	 
	 
	 	 	 	 	 	 







	4)  	(circle one)





	 	 	 
	Platinum Hits
	 	Platinum Family Hits
	Classic Hits
	 	Classic Family Hits
	Super Hits from Platinum or Classic Hits
	 	Super Hits from Platinum or Classic Family Hits







	5)  	Sales Territory for which Publisher wants to publish the Software Title as a Hit FPU (check one):





	 	 	 	 	 	 	 
	_____	 	North American Sales Territory	 	_____	 	Japan Sales Territory (Platinum Hits only)
	_____	 	European Sales Territory	 	_____	 	Asian Sales Territory







	6)  	Date of Commercial Release of Software Title in applicable Sales Territory: __________________






	7)  	Number of FPUs manufactured to date for the Software Title in the applicable Sales Territory
(include Hits FPUs for Super Hits program): ___________






	8)  	Projected Commercial Release date of Software Title in the applicable Sales Territory as part
of Hits Program: _____________






	9)  	Manufacturing Region for Hit FPUs (circle one):          North American                    European                    Asian




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





	 	 	 	 	 
	 
	 	 	 	 
	 
	 	By (sign)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Name, Title (Print)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	E-Mail Address (for confirmation of receipt)	 	 
	 
	 	 	 	 
	 
	 	 	 
	 
	 	Date (Print mm/dd/yy)	 	 





*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.




 









 





EXHIBIT 4




XBOX PUBLISHER ENROLLMENT FORM



PLEASE COMPLETE THE FORM ABOVE, SIGN IT, AND FAX IT TO MICROSOFT AT
+1 (425) 708-2300 TO THE ATTENTION OF YOUR ACCOUNT MANAGER.



NOTE: PUBLISHER MUST COMPLETE, SIGN AND SUBMIT THIS ENROLLMENT FORM PRIOR TO [*]                               TO
HAVE A BILLING ADDRESS WITHIN A EUROPEAN UNION MEMBER COUNTRY (INCLUDING PREVIOUSLY
ESTABLISHED ADDRESSES).




          This Xbox Publisher License Enrollment (“Enrollment”) is entered into between Microsoft
Ireland Operations Ltd. (“MIOL”) and                                          (“Publisher”), and effective as of the
latter of the two signatures identified below. The terms of that certain Publisher License
Agreement signed by Microsoft Licensing GP and                                          dated on or about
                                         (the “PLA”) are incorporated herein by reference.



          1.      Term. This Enrollment will expire on the date on which the PLA expires, unless it
is terminated earlier as provided for in that agreement.



          3.      Representations and warranties. By signing this Enrollment, the parties agree to
be bound by the terms of this Enrollment and Publisher represents and warrants that: (i) it has
read and understood the PLA, including any amendments thereto, and agree to be bound by those; (ii)
it is either the entity that signed the PLA or its affiliate; and (iii) the information that
provided herein is accurate.



          4.      Notices; Requests. All notices and requests in connection with this Agreement are
deemed given on the third day after they are deposited in the applicable country’s mail system (7
days if sent internationally), postage prepaid, certified or registered, return receipt requested;
or the day after they are sent by overnight courier, charges prepaid, with a confirming fax; and
addressed as follows:





	 	 	 
	Publisher:
	 	 
	

	 	 
	 
	 	 
	Attention:
	 	 
	

	 	 
	 
	 	 
	Fax:
	 	 
	

	 	 
	 
	 	 
	Phone:
	 	 
	

	 	 
	 
	 	 
	Email:
	 	 
	

	 	 









	 	 	 
	Microsoft:
	 	MICROSOFT IRELAND OPERATIONS LTD.
	 
	 	Microsoft European Operations Centre,
	 
	 	Atrium Building Block B,
	 
	 	Carmenhall Road,
	 
	 	Sandyford Industrial Estate
	 
	 	Dublin 18
	 
	 	Ireland
	 
	 	 
	 
	 	Fax: 353 1 706 4110
	 
	 	 
	Attention:
	 	 
	 
	 	 
	 
	 	 
	with a cc to:	 	MICROSOFT CORPORATION
	 
	 	One Microsoft Way
	 
	 	Redmond, WA 98052-6399
	 
	 	 
	Attention:
	 	Law & Corporate Affairs Department
	 
	 	Consumer
	 
	 	Legal Group, H&ED (Xbox)
	 
	 	Fax: +1 (425) 706-7329










or to such other address as the party to receive the notice or request so designates by written
notice to the other.




[remainder of page intentionally left blank]



*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.      Billing Address. Publisher’s billing address for the European Manufacturing Region is as follows:



	 	 	 
	Name:
	 	 
	 
	 	 
	 
	 	 
	Address:
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	VAT number:
	 	 
	 
	 	 
	 
	 	 
	Attention:
	 	 
	 
	 	 
	 
	 	 
	Email address:  
	 	 
	 
	 	 
	 
	 	 
	Fax:
	 	 
	 
	 	 
	 
	 	 
	Phone:
	 	 
	 
	 	 








	 	 	 	 	 	 	 
	MICROSOFT IRELAND OPERATIONS LTD.
	PUBLISHER:	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	By (sign)	 	By (sign)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Name (Print)	 	Name (Print)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Title	 	Title	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Date (Print mm/dd/yy)	 	Date (Print mm/dd/yy)