be Standard, Platinum or Classic Family Hit FPUs
[***]
[***]
NA
[***]
5.1.6
THE WHOLESALE PRICE PER HIT FPU OTHER THAN SUPER
FLITS MUST NOT EXCEED [***] IN THE NORTH AMERICAN SALES TERRITORY, THE
EQUIVALENT OF [***] IN LOCAL CURRENCY FOR THE ASIAN SALES TERRITORY, [***] IN
THE EUROPEAN SALES TERRITORY; AND THE SUGGESTED RETAIL PRICE MUST BE LESS THAN
[***] IN THE JAPAN SALES TERRITORY. THE WHOLESALE PRICE PER SUPER HITS FPU MUST
NOT EXCEED [***] IN THE NORTH AMERICAN SALES TERRITORY, THE EQUIVALENT OF [***]
IN LOCAL CURRENCY FOR THE ASIA SALES TERRITORY AND [***] IN THE EUROPEAN SALES
TERRITORY.
5.2
ALL MARKETING MATERIALS FOR A HIT FPU MUST
CLEARLY COMPLY WITH ALL MICROSOFT BRANDING REQUIREMENTS AS MAY BE REQUIRED IN
EACH SALES TERRITORY AND PUBLISHER SHALL SUBMIT ALL SUCH MARKETING MATERIALS TO
MICROSOFT FOR ITS APPROVAL IN ACCORDANCE WITH THE PLA. NOTWITHSTANDING THE
FOREGOING, ALL HIT FPUS MUST COMPLY WITH THE BASIC BRANDING AND OTHER
REQUIREMENTS FOR MARKETING MATERIALS SET FORTH IN THE XBOX GUIDE.
5.3
THE HIT FPU VERSION MUST BE THE SAME OR
SUBSTANTIALLY EQUIVALENT TO THE STANDARD FPU VERSION OF THE SOFTWARE TITLE.
PUBLISHER MAY MODIFY OR ADD ADDITIONAL CONTENT OR FEATURES TO
MICROSOFT CONFIDENTIAL
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
6
THE HIT FPU VERSION OF THE SOFTWARE TITLE (E.G., DEMOS OR GAME PLAY CHANGES)
SUBJECT TO MICROSOFT'S REVIEW AND APPROVAL, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD, AND PUBLISHER ACKNOWLEDGES THAT ANY SUCH MODIFICATIONS OR
ADDITIONS MAY REQUIRE THE SOFTWARE TITLE TO BE RE-CERTIFIED AT PUBLISHER'S
EXPENSE.
6
Minimum Order Quantities
6.1
WITHIN [***] AFTER THE DATE ON WHICH BOTH
MICROSOFT AND PUBLISHER HAVE AUTHORIZED THE AUTHORIZED REPLICATOR TO BEGIN
REPLICATION OF FPUS FOR DISTRIBUTION TO A SPECIFIED SALES TERRITORY, (RECEIPT OF
BOTH APPROVALS IS REFERRED TO AS "RELEASE TO MANUFACTURE"), PUBLISHER MUST PLACE
ORDERS TO MANUFACTURE THE MINIMUM ORDER QUANTITIES ("MOQS") AS DESCRIBED IN THE
XBOX GUIDE, WHICH MOQ'S MAY BE UPDATED AND REVISED IN THE FIRST CALENDAR QUARTER
EACH YEAR AND WILL BE EFFECTIVE STARTING THE FOLLOWING JULY 1. CURRENTLY, THE
MOQS ARE AS FOLLOWS:
Per Software Title
Per Disc
North American Sales Territory
[***]
[***]
European Territory
[***]
[***]
Japan Sales Territory
[***]
NA
Asian Sales Territory
[***]
NA
6.2
FOR THE PURPOSES OF THIS SECTION, A "DISC"
SHALL MEAN AN FPU THAT IS SIGNED FOR USE ON A CERTAIN DEFINED RANGE OF XBOX
HARDWARE, REGARDLESS OF THE NUMBER OF LANGUAGES OR PRODUCT SKUS CONTAINED
THEREON. THE MOQS PER SOFTWARE TITLE ARE CUMULATIVE PER SALES TERRITORY.
FOR
EXAMPLE, IF AN FPU IS RELEASED IN BOTH THE NORTH AMERICAN SALES TERRITORY AND
THE EUROPEAN SALES TERRITORY, THE CUMULATIVE MOQ PER SOFTWARE TITLE WOULD BE
[***]. THE MOQ PER SOFTWARE TITLE AND THE MOQ PER DISC, HOWEVER, ARE NOT
CUMULATIVE. FOR EXAMPLE, A SINGLE DISC FPU RELEASED ONLY IN THE NORTH AMERICA
SALES TERRITORY WILL HAVE A TOTAL MINIMUM ORDER QUANTITY OF