OF [****] PER DISC INCLUDED IN SUCH FPUS,
AND (II) [****] FPUS FOR THE EUROPEAN SALES TERRITORY, INCLUDING A MINIMUM OF
[****] PER DISC INCLUDED IN SUCH FPUS."
10.
EXCEPT AND TO THE EXTENT EXPRESSLY MODIFIED
BY THIS AMENDMENT, THE XBOX 360 PLA SHALL REMAIN IN FULL FORCE AND EFFECT AND IS
HEREBY RATIFIED AND CONFIRMED.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS
AMENDMENT AND THE XBOX 360 PLA THE TERMS OF THIS AMENDMENT SHALL CONTROL.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the Amendment Effective Date.
MICROSOFT LICENSING, GP
TAKE-TWO INTERACTIVE SOFTWARE, INC.
/s/ Astrid B. Ford
/S/ Daniel P. Emerson
By (sign)
By (sign)
Astrid B. Ford
Daniel P. Emerson
Name (Print)
Name (Print)
Sr. Xbox Program Manager
Vice President and Associate General Counsel
Title
Title
12/04/08
11/26/08
Date (Print mm/dd/yy)
Date (Print mm/dd/yy)
4
EXHIBIT 1
PAYMENTS
1.
PLATFORM ROYALTY
A.
FOR EACH FPU MANUFACTURED DURING THE
TERM OF THIS AGREEMENT, PUBLISHER SHALL PAY MICROSOFT NONREFUNDABLE ROYALTIES IN
ACCORDANCE WITH THE ROYALTY TABLES SET FORTH BELOW (TABLES 1 AND 2) AND THE
"UNIT DISCOUNT" TABLE SET FORTH IN SECTION 1.D OF THIS EXHIBIT 1 (TABLE 3).
B.
TO DETERMINE THE APPLICABLE ROYALTY RATE
FOR A PARTICULAR SOFTWARE TITLE THAT WILL BE SOLD IN A PARTICULAR SALES
TERRITORY, THE APPLICABLE THRESHOLD PRICE FROM TABLE 1 BELOW FOR THE CATEGORY OF
SOFTWARE TITLE (STANDARD SOFTWARE TITLE, HITS SOFTWARE TITLE AND EXPANSION PACK)
WILL DETERMINE THE CORRECT ROYALTY "TIER" (EXCEPT WITH RESPECT TO THE FIRST
COMMERCIAL RELEASE OF HITS SOFTWARE TITLES AS DESCRIBED FURTHER IN (II) BELOW).
THE ROYALTY RATE IS THEN AS SET FORTH IN TABLE 2 BASED ON SUCH TIER AND THE
SALES TERRITORY IN WHICH THE FPUS WILL BE SOLD.
FOR EXAMPLE, ASSUME THE
WHOLESALE PRICE OF A STANDARD SOFTWARE TITLE TO BE SOLD IN THE EUROPEAN SALES
TERRITORY IS [****].
ACCORDING TO TABLE 1, TIER B ROYALTY RATES WILL APPLY TO
THAT SOFTWARE TITLE AND THE ROYALTY RATE FOR EACH FPU AS SET FORTH IN TABLE 2 IS
[****].
Table 1: Tier
[****]
TABLE 2: ROYALTY RATE
[****]
C.
[****]
(I)
STANDARD SOFTWARE TITLES AND EXPANSION
PACKS. PUBLISHER SHALL SUBMIT TO MICROSOFT, AT LEAST [****] FOR A STANDARD
SOFTWARE TITLE OR AN EXPANSION PACK, A COMPLETED AND SIGNED "XBOX 360 ROYALTY
TIER SELECTION FORM" IN THE FORM ATTACHED TO THIS AGREEMENT AS EXHIBIT 2 FOR
EACH SALES TERRITORY.
THE SELECTION INDICATED IN THE XBOX 360 ROYALTY TIER
SELECTION FORM WILL ONLY BE EFFECTIVE ONCE IT HAS BEEN APPROVED BY MICROSOFT.
IF A STANDARD SOFTWARE TITLE OR EXPANSION PACK DOES NOT HAVE AN APPROVED XBOX
360 ROYALTY TIER SELECTION FORM AS REQUIRED HEREUNDER (E.G. AS A RESULT OF THE
PUBLISHER NOT PROVIDING A XBOX 360 ROYALTY TIER SELECTION FORM OR BECAUSE
MICROSOFT HAS NOT APPROVED THE XBOX 360 ROYALTY TIER SELECTION FORM), THE
ROYALTY RATE FOR SUCH STANDARD SOFTWARE TITLE WILL DEFAULT TO [****] OR FOR SUCH
EXPANSION PACK WILL DEFAULT TO [****], REGARDLESS OF THE ACTUAL