(2) DESTINATIONS DESIGNATED BY LICENSEE WITHIN THE TERRITORY.
TITLE TO THE LICENSED PRODUCTS SHALL VEST [***].
6.
MANUFACTURE OF THE LICENSED PRODUCT
6.1
MANUFACTURING.
NINTENDO SHALL BE THE EXCLUSIVE SOURCE FOR THE
MANUFACTURE OF THE GAME CARDS, AND SHALL CONTROL ALL ASPECTS OF THE
MANUFACTURING PROCESS, INCLUDING THE SELECTION OF THE LOCATIONS AND
SPECIFICATIONS FOR ANY MANUFACTURING FACILITIES, DETERMINATION OF MATERIALS AND
PROCESSES, APPOINTMENT OF SUPPLIERS AND SUBCONTRACTORS AND MANAGEMENT OF ALL
WORK-IN-PROGRESS.
6.2
MANUFACTURE OF THE LICENSED PRODUCTS. UPON ACCEPTANCE BY NOA OF A
PURCHASE ORDER FOR AN APPROVED LICENSED PRODUCT TITLE AND PAYMENT AS PROVIDED
FOR UNDER SECTION 5.3 HEREIN, NOA WILL ARRANGE FOR THE MANUFACTURE OF FINISHED
PRODUCT OR BULK GOODS, AS SPECIFIED IN LICENSEE'S PURCHASE ORDER.
6.3
SECURITY FEATURES. THE FINAL RELEASE VERSION OF THE GAME, GAME
CARDS AND PRINTED MATERIALS SHALL INCLUDE SUCH SECURITY TECHNOLOGY AS NINTENDO,
IN ITS SOLE DISCRETION AND AT ITS SOLE EXPENSE, MAY DEEM NECESSARY OR
APPROPRIATE.
6.4
PRODUCTION OF BULK GOODS PRINTED MATERIALS. FOR BULK GOODS,
LICENSEE SHALL ARRANGE GOODS, LICENSEE SHALL ASSEMBLE THE GAME CARDS AND PRINTED
MATERIALS INTO THE LICENSED PRODUCTS. GAMES MAY BE SOLD OR OTHERWISE DISTRIBUTED
BY LICENSEE ONLY IN FULLY ASSEMBLED AND SHRINK-WRAPPED LICENSED PRODUCTS.
6.5
PRIOR APPROVAL OF LICENSEE'S INDEPENDENT CONTRACTOR. PRIOR TO THE
PLACEMENT OF A PURCHASE ORDER FOR BULK GOODS, LICENSEE SHALL OBTAIN NOA'S
APPROVAL OF ANY INDEPENDENT CONTRACTORS SELECTED TO PERFORM LICENSEE'S
PRODUCTION AND ASSEMBLY OPERATIONS.
LICENSEE SHALL PROVIDE NOA WITH THE NAMES,
ADDRESSES AND ALL BUSINESS DOCUMENTATION REASONABLY REQUESTED BY NOA FOR SUCH
INDEPENDENT CONTRACTORS. NOA MAY, PRIOR TO APPROVAL AND AT REASONABLE INTERVALS
THEREAFTER, (A) REQUIRE SUBMISSION OF ADDITIONAL BUSINESS OR FINANCIAL
INFORMATION REGARDING THE INDEPENDENT CONTRACTORS, (B) INSPECT THE FACILITIES OF
THE INDEPENDENT CONTRACTORS, AND (C) BE PRESENT TO SUPERVISE ANY WORK ON THE
LICENSED PRODUCTS TO BE DONE BY ANY INDEPENDENT CONTRACTORS. IF AT ANY TIME NOA
DEEMS AN INDEPENDENT CONTRACTOR TO BE UNABLE TO MEET QUALITY, SECURITY OR
PERFORMANCE STANDARDS REASONABLY ESTABLISHED BY NOA, NOA MAY REFUSE TO GRANT ITS
APPROVAL OR WITHDRAW ITS APPROVAL UPON NOTICE TO LICENSED PRODUCT BY SUCH
INDEPENDENT CONTRACTOR UNTIL NOA'S CONCERNS HAVE BEEN RESOLVED TO ITS
SATISFACTION OR UNTIL LICENSEE HAS SELECTED AND RECEIVED NOA'S APPROVAL OF
ANOTHER INDEPENDENT CONTRACTOR. NOA
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
7
MAY ESTABLISH PREFERRED OR REQUIRED SUPPLY SOURCES FOR THE GAME CARD CASE, OR
SELECT COMPONENTS OF THE PRINTED MATERIALS, WHICH SOURCES SHALL BE DEEMED
PRE-APPROVED IN ACCORDANCE WITH THIS SECTION 6.5. LICENSEE SHALL COMPLY WITH ALL
SOURCING REQUIREMENTS ESTABLISHED BY NOA.
6.6
NOA INSERTS FOR BULK GOODS. NOA, AT ITS OPTION AND AT ITS SOLE
EXPENSE, MA PROVIDE LICENSEE WITH NOA PRODUCED PROMOTIONAL MATERIALS (AS
PROVIDED FOR AT SECTION 7.7(A) HEREIN), THAT LICENSEE AGREES TO INCLUDE IN THE
ASSEMBLY OF THE LICENSED PRODUCTS.
6.7
SAMPLE PRINTED MATERIALS AND BULK GOODS. WITHIN A REASONABLE
PERIOD OF TIME AFTER LICENSEE'S ASSEMBLY OF THE INITIAL ORDER