Exhibit 10.1
DP# 543787
AMENDMENT NO. 2 TO THE
XBOX 360 PUBLISHER LICENSE AGREEMENT
(2008 Renewal; Tier C; Hits Program Revisions; Expansion Packs; New Xbox 360
Live and PDLC Incentive Program;
XLSP; Japan Volume Rebate Revision; Token Promotions; Joint Promotions)
This Amendment to the Xbox 360 Publisher License Agreement (this "Amendment") is
entered into and effective as of the later of the two signature dates below (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 Agreement between 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 extend the term
and otherwise amend certain terms of the Xbox 360 PLA as set forth below.
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
1.1
THE DEFINITIONS OF "ASIAN MANUFACTURING
REGION", "NORTH AMERICAN MANUFACTURING REGION", "EUROPEAN MANUFACTURING REGION"
AND "MANUFACTURING REGION" ARE HEREBY DELETED FROM THE XBOX 360 PLA.
1.2
THE DEFINITION OF "ONLINE CONTENT" IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"ONLINE CONTENT" MEANS ANY CONTENT, FEATURE, OR ACCESS TO SOFTWARE OR ONLINE
SERVICE THAT IS DISTRIBUTED BY MICROSOFT PURSUANT TO THIS AGREEMENT.
ONLINE
CONTENT INCLUDES, BUT IS NOT LIMITED TO, ONLINE GAME FEATURES, TITLE UPDATES,
DEMO VERSIONS, XBOX LIVE ARCADE GAMES, TRAILERS, "THEMES," "GAMER PICTURES" OR
ANY OTHER CATEGORY OF ONLINE CONTENT OR SERVICE APPROVED BY MICROSOFT FROM TIME
TO TIME.
TRAILERS, "THEMES," "GAMER PICTURES" AND ANY OTHER APPROVED ONLINE
CONTENT IS FURTHER DESCRIBED IN THE XBOX 360 PUBLISHER GUIDE.
1.3
THE DEFINITION OF "SOFTWARE TITLE" IS HEREBY
EXPANDED TO INCLUDE EXPANSION PACK(S).
1.4
THE FOLLOWING DEFINITIONS ARE HEREBY ADDED
TO SECTION 2 OF THE XBOX 360 PLA.
1.4.1
"EXPANSION PACK" MEANS AN FPU THAT IS AN ADD-ON,
MISSION PACK, GAME EXPANSION, INCREMENTAL CONTENT, AND/OR OTHER ADDITION TO A
SOFTWARE TITLE THAT (I) WOULD NOT BE GENERALLY CONSIDERED IN THE CONSOLE GAME
INDUSTRY TO BE A NEXT FULL VERSION RELEASE (E.G., A VERSION 1.0 TO 1.5);
(II) REQUIRES ANOTHER FULL VERSION VIDEO GAME IN ORDER TO OPERATE, (III) IS
DERIVED FROM THE CONTENT, STORY, CHARACTERS OR OTHER INTELLECTUAL PROPERTY OF
THE FULL VERSION VIDEO GAME REQUIRED TO PLAY IT, AND (IV) HAS A WSP (DEFINED
BELOW) THAT IS EQUAL TO OR BELOW THE THRESHOLD PRICE (DEFINED BELOW) LISTED FOR
THE ROYALTY TIERS APPLICABLE TO EXPANSION PACKS IN SECTION 1 B. OF EXHIBIT 1
ATTACHED HERETO.
IN ORDER TO MEET THIS DEFINITION OF EXPANSION PACK, SUCH
ADDITION TO A SOFTWARE TITLE MUST BE APPROVED BY MICROSOFT AS AN EXPANSION PACK.
1.4.2
"FAMILY HIT" MEANS ANY HITS SOFTWARE TITLE THAT
(I) RECEIVED AN "E," OR