Exhibit 10.1
AMENDMENT TO THE
XBOX 360 PUBLISHER LICENSING AGREEMENT
(Platinum/Classic Hits Program)
This Amendment to the Xbox 360 Publisher License Agreement (this "Amendment") is
entered into and effective as of October 1, 2006 (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 Agreementbetween 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 certain terms of the Xbox 360 PLA
for Publisher's continued manufacture and distribution of video games for the
Xbox 360.
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.
DEFINITIONS; INTERPRETATION
1.1
"STANDARD FPU" MEANS AN FPU OF A SOFTWARE TITLE WHICH IS NOT A
HITS FPU (DEFINED BELOW IN SECTION 2.1).
1.2
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AMENDMENT,
CAPITALIZED TERMS SHALL HAVE THE SAME MEANINGS ASCRIBED TO THEM IN THE XBOX 360
PLA OR ITS AMENDMENTS.
1.3
THE TERMS OF THE XBOX 360 PLA ARE INCORPORATED BY REFERENCE, AND
EXCEPT AND TO THE EXTENT EXPRESSLY MODIFIED BY THIS AMENDMENT OR ANY PREVIOUS
AMENDMENTS, THE XBOX 360 PLA SHALL REMAIN IN FULL FORCE AND EFFECT AND IS HEREBY
RATIFIED AND CONFIRMED.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AMENDMENT
AND THE XBOX 360 PLA OR ANY PRIOR AMENDMENTS THERETO, THE TERMS OF THIS
AMENDMENT SHALL CONTROL.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AMENDMENT
AND THE XBOX 360 PUBLISHER GUIDE, THE TERMS OF THIS AMENDMENT SHALL CONTROL.
2.
HITS PROGRAMS
2.1
PUBLISHER MAY ELECT TO PARTICIPATE IN CERTAIN XBOX 360 PLATINUM OR
CLASSIC HITS OR PLATINUM OR CLASSIC FAMILY HITS PROGRAMS (COLLECTIVELY REFERRED
TO HEREIN AS "HITS PROGRAMS") FOR QUALIFIED SOFTWARE TITLES (EACH UNIT OF SUCH
SOFTWARE TITLE QUALIFIED AND PARTICIPATING IN A HITS PROGRAM IS REFERRED TO
HEREIN AS A "HIT FPU").
IF PUBLISHER ELECTS TO PARTICIPATE IN A HITS PROGRAM,
PUBLISHER MUST PROVIDE MICROSOFT A) AT LEAST **** NOTICE OF ITS INTENT TO HAVE A
CERTAIN SOFTWARE TITLE PARTICIPATE IN THE HITS PROGRAM; AND B) A COMPLETED AND
SIGNED HITS PROGRAMS ELECTION FORM IN THE FORM ATTACHED HERETO AS EXHIBIT 1 NO
LATER THAN **** PRIOR TO THE TARGETED COMMERCIAL RELEASE OF THE HIT FPU.
IF A
SOFTWARE TITLE MEETS THE APPLICABLE PARTICIPATION CRITERIA IN A PARTICULAR SALES
TERRITORY AT THE TIME OF THE TARGETED COMMERCIAL RELEASE DATE OF THE HIT FPU AND
MICROSOFT RECEIVES THE HITS PROGRAMS ELECTION FORM ON TIME, PUBLISHER IS
AUTHORIZED TO MANUFACTURE AND DISTRIBUTE HIT FPUS IN SUCH SALES TERRITORY AND AT
THE ROYALTY RATE IN TABLE 2 OF SECTION 3 OF THIS AMENDMENT APPLICABLE TO "HIT
FPUS."
IN ORDER FOR A SOFTWARE