EXHIBIT
10.30


 


AMENDMENT TO THE


XBOXÔ PUBLISHER LICENSING AGREEMENT


(Platinum Hits Family Program)


 


This Amendment (“Amendment”) is entered into and effective as of the
later 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 License
Agreement  between
the 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 game
system, known as the XboxTM game system; and


 


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


 


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


 


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 Licensee agree
as follows:


 


I.              DEFINITIONS; INTERPRETATION


 


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


 


b.             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.   The parties acknowledge that except as
expressly set forth herein, this Amendment supersedes any prior amendments to
the PLA related to manufactured Finished Product Unit (“FPU”) royalty rates and
payments.


 


c.             “Platinum
Hits Family FPU” means an FPU of a Platinum Hits Family
Software Title, as such term is further defined in Section [7].1.8 of this
Amendment.


 


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


 












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


 

















 


	
   

  	
   

  	
  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 be
payable hereunder with respect to any Demo Versions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           For a Software Title that first
becomes 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 Sales
Territory, Licensee may not publish more than **** Software Titles as part of
the Platinum Hits Family Program.


 


(v)           For purposes of clarification, sports
titles that are traditionally distributed on an annual cycle shall not qualify
as Platinum Family Hits.


 


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


 


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


 












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


 


2

















 


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


 


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


 


(ix)          The Platinum Hits Family FPU version
of the Software Title must be the same or substantially equivalent to the
Standard FPU version of the Software Title. Notwithstanding the foregoing, all
known material bugs or errors in the Standard FPU version shall be corrected in
the Platinum Hits Family FPU version, and Licensee acknowledges that any such
corrections may require the Software Title to be re-Certified at Licensee’s
expense.  Licensee may modify or add
additional content or features to the Platinum Hits Family 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 Licensee
acknowledges that any such modifications or additions may, at Microsoft’s
discretion, require the Software Title to be re-Certified at Licensee’s sole
expense.


 


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


 


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

  



 












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


 


3

















 


EXHIBIT 1


 


XBOXÔ PLATINUM HITS FAMILY PROGRAM PUBLICATION FORM


 


PLEASE
COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT
LICENSING, GP (“MSLIGP”) AT (425) 936-7329 TO THE ATTENTION OF
XBOXOPS@MICROSOFT.COM WITH A COPY SENT TO PUBLISHER’S XBOX ACCOUNT
MANAGER.  UPON RECEIPT OF THE COMPLETED
AND SIGNED FORM, MSLIGP SHALL E-MAIL AN ACKNOWLEDGEMENT OF RECEIPT TO THE
PUBLISHER AT THE E-MAIL ADDRESS SPECIFIED BY THE PUBLISHER BELOW.  THIS FORM WILL BE BINDING ONLY UPON
PUBLISHER’S RECEIPT OF THE E-MAIL ACKNOWLEDGEMENT.


 


NOTES:


•                  THIS FORM
MUST BE SUBMITTED BY A PUBLISHER IN ORDER TO PUBLISH A SOFTWARE TITLE AS PART
OF THE XBOX PLATINUM HITS FAMILY 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 THE PROGRAM.


 


1.     Publisher
name:                                                                                                                                       


 


1)              Xbox Software Title
Name:
                                                                                                                                       


 


2)              XMID Number:
                                                                                                                                       


 


3)              Sales Territory for
which Publisher wants to publish the Software Title as a Platinum Hits Family
title (check one):


 


o                    North
American Sales Territory


o                    Asian
Sales Territory Excluding Japan


o                    European
Sales Territory


 


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


 


5)              Number of Standard
FPUs manufactured to date for the Software Title for the applicable Sales
Territory:
                                    


 


6)              Projected Commercial
Release date of Software Title in the applicable Sales Territory as part of
Platinum Hits Family
Program:                                 



 


7)              Manufacturing Region
for Platinum Hits Family FPUs (check one)


 


o                    North
America


o                    Asia


o                    Europe


 


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 (Print)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-Mail Address (for confirmation)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  



 


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