OF LICENSEE IF LICENSEE IS A
CORPORATION, AND (E) ANY OTHER MEANS OR METHOD WHEREBY RIGHTS OR OBLIGATIONS OF
LICENSEE UNDER THIS AGREEMENT ARE SOLD, ASSIGNED OR TRANSFERRED TO ANOTHER
INDIVIDUAL OR ENTITY FOR ANY REASON. ASSIGNMENT ALSO INCLUDES THE SALE,
ASSIGNMENT, TRANSFER OR OTHER EVENT AFFECTING A CHANGE IN THE CONTROLLING
INTEREST OF LICENSEE, WHETHER BY SALE, TRANSFER OR ASSIGNMENT OF SHARES IN
LICENSEE, OR BY SALE, TRANSFER OR ASSIGNMENT OF PARTNERSHIP INTERESTS IN
LICENSEE, OR OTHERWISE.
12.2
NO ASSIGNMENT BY LICENSEE. THIS AGREEMENT AND THE SUBJECT MATTER
HEREOF ARE EFFECTIVE WITHOUT NOA'S PRIOR WRITTEN CONSENT, [***]. IN THE EVENT OF
AN ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS PROVISION, NOA SHALL HAVE THE RIGHT
AT ANY TIME, AT ITS SOLE OPTION, TO IMMEDIATELY TERMINATE THIS AGREEMENT. UPON
SUCH TERMINATION, NOA SHALL HAVE NO FURTHER OBLIGATION UNDER THIS AGREEMENT TO
LICENSEE OR TO LICENSEE'S INTENDED OR PURPORTED ASSIGNEE.
12.3
PROPOSED ASSIGNMENT.
PRIOR TO ANY PROPOSED ASSIGNMENT OF THIS
AGREEMENT, LICENSEE SHALL GIVE NOA NOT LESS THAN THIRTY (30) DAYS PRIOR WRITTEN
NOTICE THEREOF, WHICH NOTICE SHALL DISCLOSE THE NAME OF THE PROPOSED ASSIGNEE,
THE PROPOSED EFFECTIVE DATE OF THE ASSIGNMENT AND THE NATURE AND EXTENT OF THE
RIGHTS AND OBLIGATIONS THAT LICENSEE PROPOSES TO ASSIGN. NOA MAY, IN ITS SOLE
DISCRETION, APPROVE ASSIGNMENT, ANY ATTEMPTED OR PURPORTED ASSIGNMENT SHALL BE
DEEMED DISAPPROVED AND NOA SHALL HAVE THE UNQUALIFIED RIGHT, IN ITS SOLE
DISCRETION, TO TERMINATE THIS AGREEMENT AT ANY TIME. UPON TERMINATION, NOA SHALL
HAVE NO FURTHER OBLIGATION UNDER THIS AGREEMENT TO LICENSEE OR TO LICENSEE'S
INTENDED OR PURPORTED ASSIGNEE.
12.4
LICENSEE'S OBLIGATION OF NON-DISCLOSURE. LICENSEE SHALL NOT
(A) DISCLOSE NINTENDO'S CONFIDENTIAL INFORMATION TO ANY PROPOSED ASSIGNEE OF
LICENSEE, OR _ LB) PERMIT ACCESS TO NINTENDO'S CONFIDENTIAL INFORMATION BY ANY
PROPOSED ASSIGNEE OR OTHER THIRD PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF NOA
TO SUCH DISCLOSURE.
13.
TERM AND TERMINATION
13.1
TERM. THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL
CONTINUE FOR THE TERM, UNLESS EARLIER TERMINATED AS PROVIDED FOR HEREIN, OR
EXTENDED BY A WRITTEN AMENDMENT TO THIS AGREEMENT.
13.2
DEFAULT OR BREACH. IN THE EVENT THAT EITHER PARTY IS IN DEFAULT OR
COMMITS A BREACH OF THIS AGREEMENT, THAT IS NOT CURED WITHIN THIRTY (30) DAYS
AFTER NOTICE THEREOF, THEN THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE PROVIDED,
AUTOMATICALLY TERMINATE ON THE DATE SPECIFIED IN SUCH NOTICE.
13.3
BANKRUPTCY. AT NOA'S OPTION, THIS AGREEMENT MAY BE TERMINATED
IMMEDIATELY AND (B) BECOMES INSOLVENT, (C) FILES A VOLUNTARY PETITION FOR
BANKRUPTCY, (D) ACQUIESCES TO ANY INVOLUNTARY BANKRUPTCY PETITION, (E) IS
ADJUDICATED AS A BANKRUPT, OR (F) CEASES TO DO BUSINESS.
13.4
TERMINATION OTHER THAN BY BREACH. UPON (A) THE EXPIRATION OF THIS
AGREEMENT, (B) ITS TERMINATION OTHER THAN BY LICENSEE'S BREACH, OR
(C) TERMINATION OF THIS AGREEMENT BY NOA AFTER ONE HUNDRED TWENTY DAYS (120)
NOTICE TO LICENSEE IN THE EVENT NOA REASONABLY
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
14