Exhibit
10.19


 


SONY
COMPUTER ENTERTAINMENT AMERICA INC.


 


LATIN AMERICA RIDER TO THE


PLAYSTATION® 2 CD-ROM/DVD-ROM
LICENSED PUBLISHER AGREEMENT


 


This Latin America Rider to the
PlayStation® 2 CD-ROM/DVD-ROM Licensed Publisher Agreement (the “Rider”)
is entered into by THQ, Inc. (“Publisher”) and Sony Computer Entertainment
America Inc. (“SCEA”) and rendered effective as of this 17th day of
December, 2008 (the “Effective Date”).


 


1.             Incorporation


 


The Rider’s terms and conditions are incorporated into
and read in conjunction with the terms and conditions of the PlayStation 2
CD-ROM/DVD-ROM Licensed Publisher Agreement Signed by Publisher (“PS2 LPA”)
along with any and all other riders to the PS2 LPA executed between Publisher
and SCEA.


 


2.             Definitions


 


All capitalized words and phrases referenced in the
Rider that are not expressly defined herein shall have the meanings set forth
in the Definitions section of the PS2 LPA.


 


3.             Territory


 


A.            Pursuant
to this Rider, the Territory for the PS2 LPA shall now consist of the following
geographic areas:


 


(1)           North
America (including all territories and possessions of the United States);


 


(2)           Central
America; and


 


(3)           South
America.


 


B.            SCEA
can modify and amend the Territory from time and time during the Term by
providing written notice of any such changes to Publisher.  In the event that a specific country is
deleted from the Territory, SCEA shall deliver to Publisher a written notice
stating the number of days within which Publisher must cease distributing
Licensed Products and must retrieve any Development Tools located in that
deleted country.


 


C.            Publisher
shall not, directly or indirectly, solicit orders for or sell any Units of
Licensed Products in any situation where Publisher knows or reasonably should
know that any of such Licensed Products may be exported or resold outside of
the Territory.


 


4.             Payment
Logistics


 


All payments to be made to SCEA pursuant to the terms
and conditions of the PS2 LPA and any rider shall be made to SCEA either: 1)
directly from Publisher if Publisher is domiciled in the United States, or 2)
indirectly from a United States-domiciled affiliate, associate, branch office,
or subsidiary of Publisher (“Designee”) if Publisher is domiciled in a location
in the Territory other that the United States. It is the sole responsibility
and cost of the Publisher to establish its Designee.


 


 

















 


5.             Governing
Law


 


This Rider shall be governed by and interpreted in
accordance with the laws of the State of California, excluding that body of law
related to choice of laws, and of the United States of America.


 


6.             Conflict
Resolution


 


In the event that any of the terms and conditions of
this Rider shall conflict with any terms and conditions of the PS2 LPA or any
other rider previously entered into by the parties, the terms of this Rider
shall prevail.


 


 


ACCEPTED AND AGREED:


 




	
  Sony Computer Entertainment America Inc.

  	
   

  	
  THQ, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date: