ENGINEERING ACTIVITY UNTIL SUCH TIME AS ANY LEGAL CHALLENGE IS RESOLVED IN
PUBLISHER'S FAVOR.
REVERSE ENGINEERING INCLUDES, WITHOUT LIMITATION,
DECOMPILING, DISASSEMBLY, SNIFFING, PEELING SEMICONDUCTOR COMPONENTS, OR
OTHERWISE DERIVING SOURCE CODE.
IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES
THAT MICROSOFT MAY HAVE UNDER THE CIRCUMSTANCES, PUBLISHER SHALL BE REQUIRED IN
ALL CASES TO PAY ROYALTIES TO MICROSOFT IN ACCORDANCE WITH
10
EXHIBIT 1 WITH RESPECT TO ANY GAMES OR OTHER PRODUCTS THAT ARE DEVELOPED,
MARKETED OR DISTRIBUTED BY PUBLISHER, AND DERIVED IN WHOLE OR IN PART FROM THE
REVERSE ENGINEERING OF XBOX 360, XBOX LIVE OR ANY MICROSOFT DATA, CODE OR OTHER
MATERIAL.
10.5
RESERVATION OF RIGHTS.
MICROSOFT RESERVES ALL RIGHTS NOT
EXPLICITLY GRANTED HEREIN.
10.6
OWNERSHIP OF THE SOFTWARE TITLES.
EXCEPT FOR THE INTELLECTUAL
PROPERTY SUPPLIED BY MICROSOFT TO PUBLISHER (INCLUDING WITHOUT LIMITATION THE
LICENSED TRADEMARKS HEREUNDER AND THE LICENSES IN CERTAIN SOFTWARE AND HARDWARE
GRANTED BY AN XDK LICENSE), OWNERSHIP OF WHICH IS RETAINED BY MICROSOFT, INSOFAR
AS MICROSOFT IS CONCERNED, PUBLISHER WILL OWN ALL RIGHTS IN AND TO THE SOFTWARE
TITLES AND ONLINE CONTENT.
10.7
CONTENT.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO
PREVENT PUBLISHER FROM DEVELOPING A GAME OR GAMES FOR OTHER VIDEO GAME
PLATFORMS, WHERE SUCH GAME OR GAMES HAVE A SIMILAR AUDIOVISUAL DISPLAY, LOOK,
FEEL, OR GAME ELEMENTS AS FOUND IN THE SOFTWARE TITLE DEVELOPED BY PUBLISHER
UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT PUBLISHER MAY NOT USE ANY OF
MICROSOFT'S INTELLECTUAL PROPERTY AND/OR CONFIDENTIAL INFORMATION IN SUCH OTHER
GAME OR GAMES WITHOUT THE PRIOR WRITTEN CONSENT OF MICROSOFT.
10.8
SUB-PUBLISHING.
NOTWITHSTANDING SECTION 10.1, PUBLISHER MAY ENTER
INTO INDEPENDENT AGREEMENTS WITH OTHER PUBLISHERS TO DISTRIBUTE SOFTWARE TITLES
IN MULTIPLE APPROVED SALES TERRITORIES (A "SUB-PUBLISHING RELATIONSHIP"), SO
LONG AS:
10.8.1
PUBLISHER PROVIDES WRITTEN NOTICE TO MICROSOFT, AT LEAST **** PRIOR
TO AUTHORIZING A SUB-PUBLISHER TO MANUFACTURE ANY SOFTWARE TITLE(S), OF THE
SUB-PUBLISHING RELATIONSHIP, ALONG WITH (I) A SUMMARY OF THE SCOPE AND NATURE OF
THE SUB-PUBLISHING RELATIONSHIP INCLUDING, WITHOUT LIMITATION, AS BETWEEN
PUBLISHER AND SUB-PUBLISHER, (II) WHICH PARTY WILL BE RESPONSIBLE FOR
CERTIFICATION OF THE SOFTWARE TITLE(S) AND/OR ANY ONLINE CONTENT, (III) A LIST
OF THE SOFTWARE TITLE(S) FOR WHICH SUB-PUBLISHER HAS ACQUIRED PUBLISHING RIGHTS,
(IV) THE GEOGRAPHIC TERRITORY(IES) FOR WHICH SUCH RIGHTS WERE GRANTED, AND (V)
THE TERM OF PUBLISHER'S AGREEMENT WITH SUB-PUBLISHER; AND
10.8.2
THE SUB-PUBLISHER HAS SIGNED AN XBOX 360 PUBLISHER LICENSE AGREEMENT
("XBOX 360 PLA") AND BOTH PUBLISHER AND SUB-PUBLISHER ARE AND REMAIN AT ALL
TIMES IN GOOD STANDING UNDER EACH OF THEIR RESPECTIVE XBOX 360 PLAS.
PUBLISHER
IS RESPONSIBLE FOR MAKING APPLICABLE ROYALTY PAYMENTS FOR THE FPUS FOR WHICH IT
PLACES MANUFACTURING ORDERS, AND SUB-PUBLISHER IS RESPONSIBLE FOR MAKING ROYALTY
PAYMENTS FOR THE FPUS FOR WHICH IT PLACES MANUFACTURING ORDERS; PROVIDED, THAT
PUBLISHER SHALL NOT BE LIABLE FOR ANY FAILURE BY SUB-PUBLISHER TO MAKE ANY SUCH
PAYMENT.
10.9
AUTHORIZED AFFILIATES.
IF PUBLISHER AND AN AFFILIATE EXECUTE THE
"PUBLISHER AFFILIATE AGREEMENT" PROVIDED IN EXHIBIT 4, THEN PUBLISHER'S
AUTHORIZED AFFILIATE MAY EXERCISE THE RIGHTS GRANTED TO PUBLISHER UNDER THIS
AGREEMENT.