PUBLISHER SHALL SUBMIT ALL SUCH MARKETING
MATERIALS TO MICROSOFT FOR ITS APPROVAL IN ACCORDANCE WITH THE XBOX 360 PLA.
NOTWITHSTANDING THE FOREGOING, ALL HIT FPUS MUST COMPLY WITH THE BASIC BRANDING
AND OTHER REQUIREMENTS FOR MARKETING MATERIALS SET FORTH IN THE XBOX 360
PUBLISHER GUIDE.
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
D.
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 THE HIT FPU
VERSION OF THE SOFTWARE TITLE (E.G., DEMOS OR GAME PLAY CHANGES) SUBJECT TO
MICROSOFT'S REVIEW AND APPROVAL, AND PUBLISHER ACKNOWLEDGES THAT ANY SUCH
MODIFICATIONS OR ADDITIONS MAY REQUIRE THE SOFTWARE TITLE TO BE RE-CERTIFIED AT
PUBLISHER'S EXPENSE.
E.
PUBLISHER ACKNOWLEDGES THAT MICROSOFT
MAY CHANGE ANY OF THE QUALIFICATIONS FOR PARTICIPATION IN A HIT PROGRAM UPON
**** ADVANCED WRITTEN NOTICE TO PUBLISHER.
3.
PAYMENT PROCESS
PUBLISHER WILL PRE-PAY ALL ROYALTIES OWED TO MICROSOFT FOR ALL FPUS MANUFACTURED
BY ITS AUTHORIZED REPLICATOR, IN UNITED STATES DOLLARS FOR ALL FPUS MANUFACTURED
FOR SALE IN THE NORTH AMERICAN SALES TERRITORY, IN EUROS FOR ALL FPUS
MANUFACTURED FOR SALE IN THE EUROPEAN SALES TERRITORY AND IN YEN FOR ALL FPUS
MANUFACTURED FOR SALE IN THE JAPAN AND ASIAN SALES TERRITORIES.
PUBLISHER SHALL
NOT AUTHORIZE ITS AUTHORIZED REPLICATORS TO BEGIN PRODUCTION UNTIL SUCH TIME AS
MICROSOFT HAS VERIFIED THAT THE FUNDS WERE RECEIVED IN ITS BANK ACCOUNT.
DEPENDING UPON PUBLISHER'S CREDIT WORTHINESS, MICROSOFT MAY, BUT IS NOT
OBLIGATED TO, OFFER PUBLISHER CREDIT TERMS FOR THE PAYMENT OF ROYALTIES DUE
UNDER THIS AGREEMENT WITHIN **** FROM INVOICE CREATION.
ALL PAYMENTS WILL BE
MADE BY WIRE TRANSFER ONLY, IN ACCORDANCE WITH THE PAYMENT INSTRUCTIONS SET
FORTH IN THE XBOX 360 PUBLISHER GUIDE.
4.
BILLING ADDRESS
A.
PUBLISHER MAY HAVE ONLY TWO "BILL TO"
ADDRESSES FOR THE PAYMENT OF ROYALTIES UNDER THIS AGREEMENT, ONE FOR FPUS
MANUFACTURED BY AUTHORIZED REPLICATORS LOCATED IN THE NORTH AMERICAN SALES
TERRITORY AND ONE FOR FPUS MANUFACTURED BY AUTHORIZED REPLICATORS LOCATED IN THE
JAPAN SALES TERRITORY AND ASIAN SALES TERRITORY.
IF PUBLISHER DESIRES TO HAVE A
"BILL-TO" ADDRESS IN A EUROPEAN COUNTRY, PUBLISHER (OR A PUBLISHER AFFILIATE)
MUST EXECUTE AN XBOX 360 PUBLISHER ENROLLMENT FORM WITH MIOL WITHIN **** PRIOR
TO ESTABLISHING A BILLING ADDRESS IN A EUROPEAN COUNTRY IN THE FORM ATTACHED TO
THIS AGREEMENT AS EXHIBIT 3.
Publisher's billing address(es) is as follows:
North American Sales Territory:
Japan and Asian Sales Territory (if different than the North American billing
address):
Name:
THQ Inc.
Address:
29003 Agoura Rd.
Name:
Agoura Hills, CA 91301
Address:
Attention:
Email address:
Attention:
Fax:
818-871-7400
Email address:
Phone:
818-871-5000
Fax:
Phone:
5.
ASIA SIMSHIP PROGRAM
The purpose of this program is to encourage Publisher to release Japanese, North
American or European FPUs, that have been multi-region signed to run on NTSC-J
boxes (hereinafter collectively referred to as "Simship Titles"), in Hong Kong,
Singapore, Korea and Taiwan (referred to as "Simship Territory") at the same