PRODUCTS, OR (B) BULK GOODS
WHEN FULLY ASSEMBLED AND SHRINK-WRAPPED WITH THE PRINTED MATERIALS.
2.12
"MARKETING MATERIALS" MEANS MARKETING, ADVERTISING OR PROMOTIONAL
MATERIALS DEVELOPED BY OR FOR LICENSEE (OR SUBJECT TO LICENSEE'S APPROVAL) TO
PROMOTE THE SALE OF THE LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO,
TELEVISION, RADIO AND ON-LINE ADVERTISING, POINT-OF-SALE MATERIALS (E.G.
POSTERS, COUNTER-CARDS), PACKAGE ADVERTISING AND PRINT MEDIA OR MATERIALS.
2.13
"NDA" MEANS THE NON-DISCLOSURE AGREEMENT PROVIDING FOR THE
PROTECTION OF CONFIDENTIAL INFORMATION RELATED TO THE NINTENDO DS SYSTEM
PREVIOUSLY ENTERED INTO BETWEEN NOA AND LICENSEE.
2.14
"NOTICE" MEANS ANY NOTICE PERMITTED OR REQUIRED UNDER THIS
AGREEMENT. ALL NOTICES SHALL BE SUFFICIENTLY GIVEN WHEN SERVED OR DELIVERED,
(B) TRANSMITTED BY FAL,BIMILE, WITH AN ORIGINAL SENT CONCURRENTLY BY FIRST CLASS
U.S. MAIL, OR (C) DEPOSITED, POSTAGE PREPAID, WITH A GUARANTEED AIR COURIER
SERVICE, IN EACH CASE ADDRESSED AS STATED HEREIN, OR ADDRESSED TO SUCH OTHER
PERSON OR ADDRESS EITHER PARTY MAY DESIGNATE IN A NOTICE. NOTICE SHALL BE DEEMED
EFFECTIVE UPON THE EARLIER OF ACTUAL RECEIPT OR TWO (2) BUSINESS DAYS AFTER
TRANSMITTAL.
2.15
"PRICE SCHEDULE" MEANS THE CURRENT VERSION OR ANY FUTURE REVISION
OF NOA'S SCHEDULE OF PURCHASE PRICES AND MINIMUM ORDER QUANTITIES FOR FINISHED
PRODUCTS AND BULK GOODS.
2.16
"PRINTED MATERIALS" MEANS THE GAME CARD LABEL AND TITLE SHEET, USER
INSTRUCTION BOOKLET, POSTER, WARRANTY CARD AND LICENSEE INSERTS INCORPORATING
THE ARTWORK, TOGETHER WITH A PRECAUTIONS BOOKLET AS SPECIFIED BY NOA.
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
2
2.17
"PROPRIETARY RIGHTS" MEANS ANY RIGHTS OR APPLICATIONS FOR RIGHTS
OWNED, LICENSED OR OTHERWISE HELD IN PATENTS, TRADEMARKS, SERVICE MARKS,
COPYRIGHTS, MASK WORKS, TRADE SECRETS, TRADE DRESS, MORAL RIGHTS AND PUBLICITY
RIGHTS, TOGETHER WITH ALL INVENTIONS, DISCOVERIES, IDEAS, TECHNOLOGY, KNOW-HOW,
DATA, INFORMATION, PROCESSES, FORMULAS, DRAWINGS AND DESIGNS, LICENSES, COMPUTER
PROGRAMS, SOFTWARE SOURCE CODE AND OBJECT CODE, AND ALL AMENDMENTS,
MODIFICATIONS, AND IMPROVEMENTS THERETO FOR WHICH SUCH PATENT, TRADEMARK,
SERVICE MARK, COPYRIGHT, MASK WORK, TRADE SECRETS, TRADE DRESS, MORAL RIGHTS OR
PUBLICITY RIGHTS MAY EXIST OR MAY BE SOUGHT AND OBTAINED IN THE FUTURE.
2.18
"REVERSE ENGINEER(ING)" MEANS, WITHOUT LIMITATION, (A) THE X-RAY,
ELECTRONIC SCANNING OR DECRYPTION OR SIMULATION OF OBJECT CODE OR EXECUTABLE
CODE, OR (C) ANY OTHER TECHNIQUE DESIGNED TO EXTRACT SOURCE CODE OR FACILITATE
THE DUPLICATION OF A PROGRAM OR PRODUCT.
2.19
"SECURITY TECHNOLOGY" MEANS, WITHOUT LIMITATION, ANY SECURITY
SIGNATURE, BIOS, DATA SCRAMBLING, PASSWORD, HARDWARE SECURITY APPARATUS,
WATERMARK, HOLOGRAM, ENCRYPTION, DIGITAL RIGHTS MANAGEMENT SYSTEM, COPYRIGHT
MANAGEMENT INFORMATION SYSTEM OR ANY FEATURE THAT FACILITATES OR LIMITS
COMPATIBILITY WITH OTHER HARDWARE, SOFTWARE, OR ACCESSORIES OR OTHER PERIPHERALS
OUTSIDE OF THE TERRITORY OR ON A DIFFERENT VIDEO GAME SYSTEM.
2.20
"TERM" MEAN THREE (3) YEARS FROM THE EFFECTIVE DATE.
2.21
"TERRITORY" MEANS ALL COUNTRIES WITHIN THE WESTERN HEMISPHERE AND
THEIR RESPECTIVE TERRITORIES AND POSSESSIONS.
3.
GRANT OF LICENSE; LICENSEE RESTRICTIONS
3.1
LIMITED LICENSE GRANT.
FOR THE TERM AND FOR THE TERRITORY, NOA
GRANTS TO LICENSEE A NONEXCLUSIVE, NONTRANSFERABLE, LIMITED LICENSE TO