ENTIRETY:
"FOR THOSE SALES TERRITORIES THAT UTILIZE A CONTENT RATING SYSTEM, MICROSOFT
WILL NOT ACCEPT SUBMISSION OF A SOFTWARE TITLE (INCLUDING ANY ONLINE CONTENT)
FOR CERTIFICATION APPROVAL UNLESS AND UNTIL PUBLISHER HAS OBTAINED, AT
PUBLISHER'S SOLE COST, A RATING NOT HIGHER THAN "MATURE (17+)" OR ITS EQUIVALENT
FROM THE APPROPRIATE RATING BODIES AND/OR ANY AND ALL OTHER INDEPENDENT CONTENT
RATING AUTHORITY/AUTHORITIES FOR THE APPLICABLE SALES TERRITORY(IES) REASONABLY
DESIGNATED BY MICROSOFT (SUCH AS ESRB, ELSPA, CERO, ETC.).
PUBLISHER SHALL
INCLUDE THE APPLICABLE RATING(S) PROMINENTLY ON FPUS AND MARKETING MATERIALS, IN
ACCORDANCE WITH THE APPLICABLE RATING BODY GUIDELINES, AND SHALL INCLUDE THE
APPLICABLE RATING IN A HEADER FILE OF THE SOFTWARE TITLE AND IN ONLINE CONTENT,
AS DESCRIBED IN THE XBOX 360 PUBLISHER GUIDE.
FOR THOSE SALES TERRITORIES THAT
DO NOT UTILIZE A CONTENT RATING SYSTEM, MICROSOFT WILL NOT APPROVE ANY SOFTWARE
TITLE OR ONLINE CONTENT THAT, IN ITS OPINION, CONTAINS EXCESSIVE SEXUAL CONTENT
OR VIOLENCE, INAPPROPRIATE LANGUAGE OR OTHER ELEMENTS DEEMED UNSUITABLE FOR THE
XBOX 360 PLATFORM.
MICROSOFT WILL PROVIDE THQ ADVANCED NOTICE VIA THE XBOX 360
PUBLISHER GUIDE WHENEVER ANY NEW COUNTRIES THAT DO NOT HAVE A CONTENT RATING
SYSTEM ARE ADDED TO SALES TERRITORIES AND WHAT, IF ANY, CONTENT GUIDELINES IT
PROPOSES FOR SUCH
1
COUNTRY.
IF, AFTER COMMERCIAL RELEASE, A SOFTWARE TITLE IS DETERMINED AS
SUITABLE FOR ADULTS ONLY OR OTHERWISE AS INDECENT, OBSCENE OR OTHERWISE
PROHIBITED BY LAW, THE PUBLISHER SHALL AT ITS OWN COSTS RECALL ALL FPUS.
UNLESS
PUBLISHER HAS OBTAINED A SEPARATE RATING FOR ONLINE CONTENT AND COMMUNICATED
SUCH SEPARATE RATING TO MICROSOFT IN THE HEADER FILE OF THE ONLINE CONTENT
AND/OR AS OTHERWISE DESCRIBED IN THE XBOX 360 PUBLISHER GUIDE, PUBLISHER
WARRANTS AND REPRESENTS THAT ALL ONLINE CONTENT NOT INCLUDED IN THE INITIAL
SOFTWARE TITLE FPU WILL NOT BE INCONSISTENT WITH THE CONTENT RATING (OR, IN
THOSE COUNTRIES THAT DO NOT UTILIZE A CONTENT RATING SYSTEM, WITH THE OVERALL
NATURE OF THE CONTENT) OF THE UNDERLYING SOFTWARE TITLE.
CONTENT RATING
INFORMATION AND REQUIREMENTS MAY BE FURTHER DESCRIBED IN THE XBOX 360 PUBLISHER
GUIDE."
5.
PUBLISHER BANKRUPTCY.
5.1
Microsoft and Publisher agree that the rights conferred by Publisher upon
Microsoft under the Xbox 360 PLA, including, without limitation, those described
in Paragraph 6.2 of the Xbox 360 PLA, constitute a license running
from Publisher to Microsoft of a right to intellectual property for purposes of
Section 365(n) of the United States Bankruptcy Code (11 U.S.C. 101, et seq.),
and that Microsoft shall have, in a bankruptcy proceeding in which the Publisher
is a debtor, the rights of a "licensee" as set forth in that provision.
5.2
Microsoft and Publisher acknowledge and agree that, in a bankruptcy
proceeding of Publisher, and notwithstanding any other provision contained in
the Xbox 360 PLA or in this Amendment, Publisher shall not have the power,
absent Microsoft's consent, to assume or assign to a third-party any license
running from Microsoft to Publisher of any property, interest or right created
in the Xbox 360 PLA or in this Amendment.
Microsoft