Exhibit 10.47
Contract Number:
106389
AMENDMENT TO THE
XBOX PUBLISHER LICENSING AGREEMENT
(Term, Tier 1.5, Limited Tier Migration, Super Hits Program,
Minimum Order Quantities, Samples, Demo Versions, Billing Addresses)
This Amendment to the Xbox Publisher License Agreement (this "Amendment") is
entered into and effective as of March 1, 2005 (the "Amendment Effective Date")
by and between Microsoft Licensing, GP, a Nevada general partnership
("Microsoft"), and ACTIVISION PUBLISHING, INC. ("Licensee" or "Publisher"), and
supplements that certain XboxTM Publisher License Agreement between the parties
dated as of July 18 2001, as amended (the "PLA").
RECITALS
A.
MICROSOFT AND PUBLISHER ENTERED INTO THE
PLA TO ESTABLISH THE TERMS UNDER WHICH PUBLISHER MAY PUBLISH VIDEO GAMES FOR
MICROSOFT'S XBOX VIDEO GAME SYSTEM.
B.
THE PARTIES NOW WISH TO EXTEND THE TERM
OF THE PLA AND AMEND CERTAIN PROVISIONS THEREOF FOR PUBLISHER'S CONTINUED
MANUFACTURE AND DISTRIBUTION OF VIDEO GAMES FOR THE XBOX.
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
"ASIAN SALES TERRITORY" MEANS THE TERRITORY
COMPRISING TAIWAN, HONG KONG, SINGAPORE AND KOREA, AND ANY OTHER COUNTRIES THAT
ARE LISTED BY MICROSOFT FROM TIME TO TIME AS SET FORTH IN THE XBOX GUIDE. THE
ASIAN SALES TERRITORY DOES NOT INCLUDE JAPAN.
1.2
"BASE ROYALTY" MEANS THE LICENSING FEE TO BE
PAID TO MICROSOFT AS DEFINED IN THIS AMENDMENT.
1.3
"DEMO VERSIONS" MEANS A SMALL PORTION OF A
SOFTWARE TITLE THAT IS PROVIDED TO END USERS AT NO OR MINIMAL COST TO ADVERTISE
OR PROMOTE THE SOFTWARE TITLE.
1.4
"STANDARD FPU" MEANS AN FPU OF A SOFTWARE
TITLE WHICH IS NOT A HITS FPU. THE COMMERCIAL RELEASE OF A SOFTWARE TITLE MAY
ONLY CONSIST OF STANDARD FPUS.
1.5
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN
THIS AMENDMENT, CAPITALIZED TERMS SHALL HAVE THE SAME MEANINGS ASCRIBED TO THEM
IN THE PLA OR ITS AMENDMENTS.
1.6
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
MICROSOFT CONFIDENTIAL
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
1
FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED. IN THE EVENT OF ANY
CONFLICT BETWEEN THIS AMENDMENT AND THE 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 GUIDE, THE TERMS OF THIS AMENDMENT SHALL CONTROL. THE
PARTIES SPECIFICALLY ACKNOWLEDGE THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SUPERSEDES ANY PRIOR AMENDMENTS TO THE PLA RELATED TO MANUFACTURED FPU
ROYALTY RATES AND/OR PAYMENTS.
2
Term
The term of the PLA is hereby extended until November 15, 2007 (the "Current
Term"). Unless one party gives the other notice within sixty (60) days prior to
the end of the Current