Exhibit 10.1


 


AMENDMENT TO THE


XBOX 360 PUBLISHER
LICENSE AGREEMENT


(Xbox V1 Games Distributed via Games on
Demand)


 


This Amendment to the Xbox 360 Publisher License Agreement (this “Amendment”)
is entered into and effective as of July 8, 2008 (the “Amendment Effective
Date”) by and between Microsoft Licensing, GP,  a
Nevada general partnership (“Microsoft”), and THQ Inc. (“Publisher”), and
supplements that certain Xbox 360 Publisher License Agreement  between the
parties dated as of October 31, 2005, as amended (the “Xbox 360 PLA”).


 


RECITALS


 


A.                                   Microsoft
and Publisher entered into the Xbox 360 PLA to establish the terms under which
Publisher may publish video games for Microsoft’s Xbox 360 video game system.


 


B.                                     The
parties now wish to amend the Xbox 360 PLA to set forth the terms applicable to
Online Content in the form of Xbox version 1 games that are distributed via
Microsoft’s Xbox Live Games on Demand program (“Games on Demand Titles”).


 


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.                                      Defined
Terms. Unless otherwise defined herein, all
capitalized terms used herein shall have the same definitions as those ascribed
to them in the Xbox 360 PLA. Games on Demand Titles shall be deemed “Online
Content” as defined in the Xbox 360 PLA.


 


2.                                        License
Grant. Publisher hereby grants Microsoft the
worldwide right and license to (i) distribute the Games on Demand Titles;
and (ii) create,
use and distribute press releases and marketing, advertising and promotional
materials for the Games on Demand Titles, provided that all such materials
shall be subject to Publisher’s approval prior to Microsoft’s use thereof.  Publisher represents and warrants that it
possesses all necessary rights in and to the Games on Demand Titles to grant
Microsoft the licenses set forth herein.


 


3.                                      Games on Demand Online Content


                


                                                ****:


                


                                                i.              ****.


                                


                                                ii.             ****.


                


4.                                      Game Rating.  ****.


 


 


 




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





 













 


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


 


	
  MICROSOFT LICENSING, GP

  	
   

  	
  THQ Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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