Marketing Agreement



 Exhibit 4.21 
  
 Marketing Agreement 
 Between

 IGN Entertainment, Inc. and Mad Catz, Inc. 
  
 This Marketing Agreement (this “Agreement”) is made as of April 7, 2003 (the “Effective
Date”), by and between IGN Entertainment, Inc., a Delaware corporation with principal offices at 3420 Bayshore Boulevard, Brisbane, CA 94005 (“IGN”) and Mad Catz, Inc., a Delaware corporation, with principal
offices at 7840 Mission Valley Road, Suite 101, San Diego, CA 92108 Mad Catz (“Mad Catz”). 
  
 Background 
  
 IGN owns and operates IGN.com (and any and all successors, replacements and derivatives of any of the foregoing). IGN.com and all its channels and pages are sometimes collectively referred to, as the “IGN Site.”

  
 Mad Catz is a manufacturer of game peripheral devices and
cheat codes for certain game titles. Mad Catz also owns and operates the GameShark Site located at, www.gameshark.com, The GameShark Site allows Internet users to make secure transactions for the purpose of purchasing GameShark software and
hardware (“GameShark Products”), and 
  
 The parties wish the GameShark Products to be incorporated into and marketed through the IGN Site. IGN has agreed to integrate various promotional links to the GameShark Products into the IGN Site. 
  
 Now therefore, the parties agree as follows: 
  
 1. Delivery and Acceptance of Materials. 
  
 1.1.1. Mad Catz Materials. Within five (5) days of the Effective Date,
Mad Catz shall deliver to IGN the text and artwork for certain trademarks, logos, trade names and service marks (collectively, the “Mad CatzMarks”), for use in the various promotional placements to be provided by IGN, as set forth
herein. Any Mad Catz logos, contextual text, graphics, images or other Mad Catz content (in each case exclusive of any third party content or IGN Materials or other content, information or materials provided by or on behalf of IGN) that may be
delivered by Mad Catz pursuant to this Agreement, as updated by Mad Catz from time to time subject to IGN’s reasonable and expedited approval, are hereinafter referred to as the “Mad CatzMaterials.” 
  
 2. Implementation Dates. Mad Catz and IGN will each have completed their
pre-implementation development and integration obligations in accordance with the milestone dates and timetable set forth in Exhibit A. For the purposes of this Agreement, the Actual Implementation Date shall mean the date on which one of the
elements set forth in Sections 3 and 4 herein are live and available to the general public (“Actual Implementation Date”).  
  
 3. Integration. IGN shall integrate GameShark links throughout the IGN Site as listed below and further described by the mock-ups, attached hereto as Exhibit
B. The final placement, look and feel, and nature of the final Integration elements set forth below may differ from those of the mock-ups, but will, in all cases be, mutually agreed upon by the parties. 
  
 3.1. Cheat Resource Tabs. IGN shall create and implement various
contextually integrated links throughout the IGN.com Site (the “Cheat Resource Tabs”). The Cheat Resources Tabs will be located in the game summary section on Review and Preview Pages, the ratings box on Review Pages, and on
relevant Game Pages. The Cheat Resource Tabs shall link to game specific GameShark Code pages on the GameShark Domain. 
  
 CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 







 3.2. Navigation Bar. IGN shall implement a link in the left hand Navigation Bar on the Codes
Channel on the IGN Site. This link shall point to the GameShark Codes Channel in the IGN Network located at http://codes.ign.com/codesgslist.html. 
  
 3.3. GameShark Box. IGN will Create and implement a “GameShark Box” to be located on each game specific code page on the Code Channel.
The GameShark Box shall link to the GameShark Code domain for that particular game. 
  
 3.4. Code of the Day. IGN in its sole and reasonable discretion may implement a GameShark Code of the Day feature on IGN Game Channel Front Doors and would link to GamesShark.com (IGN Codes, PS2, PC, XBOX,
Cube, Pocket, DC, PSX). The content and copy of the Code of the Day feature will be the sole responsibility of Mad Catz. 
  
 4. Media Commitment and Promotions. 
  
 4.1. Advertising Impressions. For purposes of this Section, “Impression” means a page view or view of an advertising unit,
logo or other promotion related to GameShark Products or the GameShark Site. Subject to the terms and conditions of this Agreement, Snowball will use its best efforts to deliver the following Impressions on a monthly basis during the term of this
Agreement: 1) 1 Million 300x250 Medium Rectangles, and 2) 1 Million 160x600 Skyscrapers. 
  
 4.2. Sole Remedy for any Deficiency. If IGN fails to display any set number of Impressions to be displayed during the Term, then IGN’s sole obligation and Mad Catz’s sole and exclusive remedy will be
for IGN to continue to deliver Impressions, without any additional compensation, until the minimum number of Impressions promised hereunder, plus ten (10%) percent of the shortfall amount, is delivered. Delivery of all impressions hereunder shall be
no later than ninety (90) days subsequent to the termination of this Agreement. With respect to tracking the number of Impressions delivered hereunder, IGN shall be entitled to reasonably rely on the server reports generated by or on behalf of IGN

  
 4.3. Email Promotion. IGN shall deliver One (1)
monthly email promotion per month during the term of the Agreement on behalf of Mad Catz. The email promotion shall be sent to all registered GameShark users who have opted in to receive promotional emails regarding GameShark Products. The content
and copy of each email promotion shall be created by Mad Catz, and subject to IGN’s prompt and reasonable approval. 
  
 5. Compensation. 
  
 5.1. Participation Fee. In consideration of the work due for Mad Catz by IGN, as set forth herein, Mad Catz will pay IGN a participation fee of [*
* *] as set for in Exhibit C (the “Participation Fee”) Exhibit C. Upon the Effective Date, Mad Catz shall make the initial payment as set forth in Exhibit C. Mad Catz acknowledges that the foregoing payments become due
and payable on the date set forth in Exhibit C. 
  
 5.2. Other
Payment Obligations. In the event that Mad Catz fails to make any payment set forth in subsection 5.1 and Exhibit C within forty five (45) days of the date they are due and payable, then IGN shall have the right to suspend the delivery of
Impressions set forth in Exhibit D until said payments are made to IGN. Payments will be made in U.S. Dollars. 
  
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION 
  

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 6. Exclusivity. To the extent set forth herein Mad Catz shall be IGN’s exclusive cheat and code provider. IGN shall
be prohibited from placing links promoting Code Breaker by Pelican or Action Replay on the Navigation Bar similar to those set forth in Sections 3.2 and 3.3. Additionally Code Breaker by Pelican and Action Replay may not appear in the Code of the
Day Section of the IGN Site. Nothing in this Section shall prohibit IGN from placing advertising from Code Breaker or Action Replay on the IGN Site, provided however that 1) IGN shall not place such advertising on the www.gameshark.com pages,
and 2) in a given month, no more that 4 Million Impressions shall be allocated for advertising of Code Breaker or Action Replay on the entire IGN Site. 
  
 7. Licenses, Other Proprietary Rights and Related Matters. Subject to the terms and conditions of this Agreement: 
  
 7.1. Mad Catz Materials License. Mad Catz hereby grants to IGN a
nonexclusive, nontransferable, revocable license (without the right to sublicense) to copy and publicly display on the IGN Site Mad Catz Materials provided by Mad Catz, solely to promote Mad Catz, the Mad Catz Site and otherwise perform as expressly
provided in this Agreement. IGN may reformat the Mad Catz Materials solely for the purpose of incorporating them into and or utilizing them on the IGN affiliate sites. IGN will not otherwise modify, use, copy or distribute the Mad Catz Materials,
except as expressly provided in this Agreement. IGN will at all times use the Mad Catz Materials solely in accordance with this Agreement and any style guide or other usage guidelines provided by Mad Catz to IGN during the Term and which may be
updated from time to time, and in a manner that is of the quality and standards approved by Mad Catz. IGN agrees that it will not use the Mad Catz Materials in a manner which reflects negatively on or adversely affects Mad Catz. 
  
 7.2. Mad Catz Trademark License. Mad Catz hereby grants IGN a
nonexclusive, nontransferable, revocable, worldwide license to use and display any Mad Catz Marks provided to it by Mad Catz solely to perform IGN’s obligations and exercise IGN’s rights described in this Agreement. Any use of the Mad Catz
Marks must comply with this Agreement and any trademark usage guidelines provided by Mad Catz to IGN during the Term and which may be updated from time to time, and in a manner that is of the quality and standards approved by Mad Catz. Any such use
will inure solely to Mad Catz’s benefit. Nothing contained in this Agreement gives IGN any right, title or interest in the Mad Catz Marks or goodwill therein and thereto, except as expressly provided in this section. IGN will not take any
action inconsistent with Mad Catz’s ownership rights. IGN will cease use and display of certain Mad Catz Marks upon written notice from Mad Catz and, in any event, immediately upon expiration or termination of this Agreement for any reason. IGN
agrees that it will not use the Mad Catz Marks in a manner which reflects negatively on or adversely affects Mad Catz. 
  
 7.3. Ownership. Subject to the rights expressly granted in this Agreement, IGN will retain all right, title and interest in and to the IGN Site and
all related sites, any IGN trademarks and any IGN materials (in each case exclusive of any Mad Catz Materials therein or thereon). Mad Catz will retain all right, title GameShark Site, the Mad Catz Marks and the Mad Catz Materials (in each case
exclusive of any IGN Materials therein or thereon). 
  
 7.4.
IGN Discretion. Unless expressly provided in this Agreement, the form, format and position of any Mad Catz link, promotional placement, or advertisement described in this Agreement, and date of placement, will be determined by IGN in its
reasonable discretion, and consultation with Mad Catz, provided however, in event that IGN repositions any Mad Catz link, promotional placement, or advertisement, such repositioning or placement date will not diminish 
  

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 Mad Catz prominence (size or placement) or other treatment on the IGN Site, as contemplated in this Agreement. Nothing in
this Agreement will be construed to limit IGN’s right to modify any of the content or any aspect of structure of the IGN Site (exclusive of any Mad Catz Materials thereon which have been placed by the parties hereunder), or to rename or
reposition the IGN Site, in its discretion; provided that, that in no event shall any such change adversely affect IGN’s ability to perform any obligation described in this Agreement. Nothing in this Agreement will be construed to limit Mad
Catz’s right to modify any of the content or any aspect of structure of the Mad Catz Site and the Product Pages (exclusive of any IGN Materials thereon which have been placed by the parties hereunder), or to rename or reposition the Mad Catz
Site or Product Pages in its discretion; provided that, in no event shall any such change adversely affect Mad Catz’s ability to perform any obligation described in this Agreement. 
  
 8. Confidential Information. 
  
 8.1. Obligations. Each party (“Receiving Party”) agrees to treat as confidential all proprietary information disclosed to
it by the other party (“Disclosing Party”) including marketing and other business information, financial information, technical information or data, customer data, any data described herein and the terms of this Agreement
(“Confidential Information”). Receiving Party agrees not to publish or disclose the Disclosing Party’s Confidential Information to others except to those employees and subcontractors to whom disclosure is necessary in
order to carry out the purposes of this Agreement. All Confidential Information will remain the sole property of Disclosing Party and will be delivered (along with all copies thereof) to Disclosing Party by Receiving Party promptly upon Disclosing
Party’s request. Receiving Party will inform all its employees and subcontractors who receive Confidential Information of the confidential nature of such Confidential information and require them to keep same confidential and not to use it
other than as permitted hereunder. All proprietary information disclosed in written form shall be returned to the Disclosing Party upon expiration of this Agreement. 
  
 8.2. Exceptions. Neither party will have any obligation with respect to any Confidential Information which such party
can document: (1) was rightfully known to Receiving Party prior to receipt of such Confidential Information from Disclosing Party; (2) is lawfully obtained by Receiving Party from a third party under no obligation of confidentiality; (3) is or
becomes generally known or available without any act or failure to act by Receiving Party; (d) is developed independently by Receiving Party without any access or reference to, or use of, the Confidential Information of the Disclosing Party. Either
party may disclose the Confidential Information of the Disclosing Party if required by court order or legal requirement only to the extent necessary to comply with the order or requirement, provided the party subject to the order has given the other
party a reasonable opportunity (and has cooperated fully) to contest or limit the scope of such required disclosure (including application for a protective order or other similar remedy). 
  
 9. Term and Termination. 
  
 9.1. Term. This Agreement will remain in effect for a period of One (1) year from the Actual Implementation Date (as defined in Section 2) (the
“Initial Term”), unless terminated earlier under this Agreement. After the expiration of the Initial Term Mad Catz shall have the right of first refusal to renew this agreement on new terms. IGN shall give prompt written
notice to Mad Catz of any bona fide third party offer for the marketing slot set forth in this Agreement. Mad Catz shall have Thirty (30) days to match any such offer. 
  

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 a) Delay in Scheduled Implementation Dates. Each party acknowledges and agrees that meeting the
Scheduled Implementation Dates (as defined in EXHIBIT A) is contingent on the mutual cooperation and supply of content and materials by both parties. If any delays result in the failure to meet the Scheduled Implementation Date, the parties will
mutually agree to work in good faith to an adjustment of the timing of any Implementation Date. 
  
 9.2. Effect of Termination. Upon expiration or earlier termination of this Agreement, each party shall promptly return to the other all
Confidential Information and all copies thereof, and cease all use of the other party’s Materials and Marks, and the following Sections, will survive any termination or expiration of this Agreement: Section 5 (Compensation) to the extent that
such payments were due and payable as of the termination or expiration of the Agreement, Section 6.3 (Ownership), Section 7 (Confidential Information), Section 9 (Limitation of Liability), Section 11 (Indemnification) and Section 12 (General).

  
 9.3. Termination for Breach or Insolvency. Either party
may terminate this Agreement at any time prior to the expiration of the Term in the event that: the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days of written notice; or
either party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or either party becomes the subject of an involuntary
petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 
  
 10. LIMITATION OF LIABILITY. IN NO EVENT WILL IGN BE LIABLE TO MAD CATZ FOR ANY
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF THE SERVICES OR ANY PRODUCTS PROVIDED UNDER THIS AGREEMENT, EVEN IF MAD CATZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO MAD CATZ. IGN’S LIABILITY TO MAD CATZ FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION,
WILL BE STRICTLY LIMITED TO A MAXIMUM OF THE FEES PAID. 
  
 11. Representations
and Warranties. Each party represents and warrants that, as of the Effective Date and throughout the Term, (i) it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement; (ii)
this Agreement shall not conflict with any other agreement entered into by it; and (iii) it is and shall be in full compliance with all applicable laws, rules and regulations, including without limitation any local, state, and federal spam, privacy,
export, encryption, user data collection. and gaming laws and regulations that are currently in effect or may come into effect during the Term, including but not limited to, the Children’s On-line Privacy Protection Act (“COPPA”).

  
 11.1. IGN Representation and Warranty. IGN hereby
represents and warrants to Mad Catz that to the best of its knowledge, the IGN Site, and any and all other information, content and materials provided by or on behalf of IGN hereunder (in each case exclusive of any Mad Catz Materials or other Mad
Catz content or materials thereon), and the use of any of the foregoing as contemplated by this Agreement (exclusive of the use of any Mad Catz Materials or other Mad Catz materials in connection therewith), will not infringe the copyright, patent,
trade secret, trademark or any other proprietary rights of any third party. 
  

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 11.2. Mad Catz Representation and Warranty. Mad Catz hereby represents and warrants to IGN that to
the best of its knowledge, the Mad Catz Site, Product Page, Mad Catz Marks, Mad Catz Materials, and any and all other information, content and materials provided by or on behalf of Mad Catz hereunder (in each case exclusive of any IGN materials or
other IGN content or materials thereon), and the use of any of the foregoing as contemplated by this Agreement (exclusive of the use of any IGN materials in connection therewith), will not infringe the copyright, patent, trade secret, trademark or
any other proprietary rights of any third party. 
  
 11.3.
Disclaimer of Warranties. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING ANY AND ALL MATERIALS, INFORMATION, LINKS, CONTENT, PRODUCTS OR SERVICES OFFERED, SOLD OR DISTRIBUTED BY OR ON BEHALF OF EITHER PARTY HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 
  
 12. Indemnification. 
  
 12.1. IGN Obligations. IGN hereby agrees to defend, indemnify and hold harmless Mad Catz, and its directors, officers and employees, against any
and all claims, actions, losses, judgments, settlements, damages, costs, and expenses (including reasonable attorneys’ fees, “Losses”) arising out of or based on any claim by a third party related to, involving or
concerning: (i) any IGN materials provided to Mad Catz pursuant to this Agreement or the IGN Site, or, (ii) a breach by IGN of its representations, warranties or obligations hereunder. IGN’s obligations under this section are hereby expressly
conditioned on the following: (1) Mad Catz provides IGN with prompt notice of any such claim (provided however, that the failure to provide such notice shall not relieve IGN of its indemnification obligations hereunder except to the extent of any
material prejudice as a direct result of such failure); and (2) Mad Catz permits IGN to control the defense of such action, with counsel chosen by IGN (who will be reasonably acceptable to Mad Catz, provided however, that IGN shall not settle any
claim which places any liability or obligation on Mad Catz without Mad Catz’s prior written approval, which approval shall not be unreasonably withheld); (3) Mad Catz provides IGN with any reasonable information or assistance requested by IGN,
at IGN’s expense; and (4) IGN allows Mad Catz to participate in IGN’s defense of any claim with counsel of Mad Catz’s own choosing and at Mad Catz’s expense. 
  
 12.2. Mad Catz’s Obligations. Mad Catz hereby agrees to defend, indemnify and hold harmless IGN, and its
directors, officers and employees, against any and all Losses arising out of or based on any claim by a third party related to, involving or concerning (i) the Mad Catz Materials or the Mad Catz Site, (ii) a breach by Mad Catz of its
representations, warranties or obligations hereunder, or (iii) the operation or provision of Mad Catz’s products or services. Mad Catz’s obligations under this section are hereby expressly conditioned on the following: (1) IGN provides Mad
Catz with prompt notice of any such claim (provided however, that the failure to provide such notice shall not relieve Mad Catz of its indemnification obligations hereunder except to the extent of any material prejudice as a direct result of such
failure); (2) IGN permits Mad Catz to assume and control the defense of such action, with counsel chosen by Mad Catz (who will be reasonably acceptable to IGN, provided however, that Mad Catz shall not settle any claim which places any liability or
obligation on Mad Catz without Mad Catz’s prior written 
  

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 approval, which approval shall not be unreasonably withheld); (3) IGN provides Mad Catz with any reasonable information
or assistance requested by Mad Catz, at Mad Catz’s expense; and (4) Mad Catz allows IGN to participate in Mad Catz’s defense of any claim with counsel of IGN’s own choosing and at IGN’s expense. 
  
 13. General. 
  
 13.1. Waivers/Modifications. Any waiver, modification or amendment to any provision of this Agreement will be
effective only if in writing and executed by both parties. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 
  
 13.2. Notices. All notices required to be given under this Agreement
will be deemed given when delivered personally or sent by confirmed facsimile or U.S. certified mail, return receipt requested, to the address shown in the preamble above, or as may otherwise be specified by either party to the other in writing.

  
 13.3. Severability. If any provision of this Agreement
is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will remain in full force and effect. 
  
 13.4. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Californiawithout regard to the Conflicts of Laws principles thereof. In the event that litigation occurs as a result of a dispute arising out of this Agreement the losing party shall pay prevailing party
for its reasonable attorneys fees. 
  
 13.5. No
Partnership. The relationship of the parties hereto is solely that of independent contractors, and not partners, joint venturers or agents. Neither party has any authority to bind the other in connection with this Agreement. 
  
 13.6. Entire Agreement. This Agreement, including any exhibits
attached hereto, is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous agreements regarding such subject matter. 
  
 13.7. Force Majeure. Neither party will be liable to the other party
as a result of its failure to perform any obligation or duty under this Agreement, other than the obligation to pay money already due, to the extent that such failure is cause by flood, war, riot, civil insurrection, labor or material shortages, or
other similar events that are not reasonably foreseeable or are beyond the reasonable control of the party. 
  
 13.8. No Assignment. Neither party may assign this Agreement without the other party’s written consent, except in the event of a
reorganization, merger, consolidation or sale of all or substantially all of its assets related to this Agreement, in which event no consent will be required. Any consent required under this Section 13.8 will not be unreasonably withheld or delayed.
Any assignment in violation of this section will be null and void. 
  

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 In witness whereof, the parties have entered into this Agreement as of the Effective Date. 
  

	MAD CATZ, INC.	 	 	 	IGN ENTERTAINMENT, INC.
					
	By:	 	 /s/    DARREN
RICHARDSON        

	 	 	 	By:	 	 /s/    CARRIE
TICE        


	 Name:
	 	 Darren Richardson

	 	 	 	 Name:
	 	 Carrie Tice


	 Title:
	 	 President and Chief Operating Officer

	 	 	 	 Title:
	 	 Executive Director, Sales


	 Date:
	 	 April 18, 2003

	 	 	 	 Date:
	 	 April 18, 2003



  

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 EXHIBIT A 
  
 TIMELINE AND MILESTONE DATES 
  

	•	 	April 4, 2003—IGN shall have completed pre-implementation documents which shall set forth the engineering specifications of the elements in Section 3 of the Agreement.


  

	•	 	April 15, 2003—IGN shall have completed 1) updating the Codes Channel, 2) implementing the GameShark link on the Navigation Bar set forth in Section 3.2, 3) implementing
the GameShark Box set forth in Section 3.3, 4) Code of the Day, and 5) Banner Ads. 

  

	•	 	April 22, 2003—IGN shall have completed implementing the contextually integrated Resource Tabs as set forth in Section 3.1 and banner ads. 

  

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 EXHIBIT C 
  
 PAYMENT SCHEDULE 
  
  
 Payment Schedule: 
  
 [* * *] 
  
 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE
OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 
  

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