TO HEREIN AS "HITS PROGRAMS") FOR QUALIFIED
SOFTWARE TITLES (A "HIT FPU"). IF PUBLISHER ELECTS TO PARTICIPATE IN A HITS
PROGRAM, PUBLISHER MUST PROVIDE MICROSOFT WITH A COMPLETED AND SIGNED HITS
PROGRAMS ELECTION FORM IN THE FORM ATTACHED HERETO AS EXHIBIT 3 NO LATER THAN
[***] PRIOR TO THE TARGETED COMMERCIAL RELEASE OF THE HIT FPU.
IF A SOFTWARE
TITLE MEETS THE APPLICABLE PARTICIPATION CRITERIA IN A PARTICULAR SALES
TERRITORY AND MICROSOFT RECEIVES THE HITS PROGRAMS ELECTION FORM ON TIME,
PUBLISHER IS AUTHORIZED TO MANUFACTURE AND DISTRIBUTE HIT FPUS IN SUCH SALES
TERRITORY AND AT THE BASE ROYALTY RATE IN TABLE 2 OF SECTION 3.2.2 OF THIS
AMENDMENT APPLICABLE TO "HIT FPUS" OR "SUPER HIT FPUS," AS APPLICABLE IN ORDER
FOR A SOFTWARE TITLE TO QUALIFY AS A HITS FPU IN A SALES TERRITORY, THE
FOLLOWING CONDITIONS, APPLICABLE PER HITS PROGRAM, MUST BE SATISFIED:
5.1.1
FOR ALL HITS PROGRAMS, THE SOFTWARE TITLE MUST HAVE
BEEN COMMERCIALLY AVAILABLE AS A STANDARD FPU IN THE APPLICABLE SALES TERRITORY
FOR AT LEAST[***] BUT NOT MORE THAN [***].
NOTWITHSTANDING THE FOREGOING, A
SOFTWARE TITLE MAY QUALIFY AS A HIT FPU IN THE EUROPEAN OR JAPAN SALES TERRITORY
AFTER [***].
MICROSOFT CONFIDENTIAL
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
5
5.1.2
TO QUALIFY AS A PLATINUM FAMILY HIT, THE SOFTWARE
TITLE MUST (I) HAVE RECEIVED AN "E," OR, IN THE EVENT SUCH RATING IS OFFICIALLY
ADOPTED BY THE ESRB, AN "E10" RATING, FROM THE ESRB AND/OR A "PEGI 3+" RATING IN
EUROPE AND/OR AN EQUIVALENT RATING IN THE APPLICABLE SALES TERRITORY (TO THE
EXTENT SOFTWARE TITLES ARE RATED BY REGULATORY BOARDS WITHIN THE APPLICABLE
SALES TERRITORY); AND (II) BE CHARACTER BASED AND/OR APPEAL, AS DETERMINED BY
MICROSOFT IN ITS SOLE GOOD FAITH DISCRETION, TO CHILDREN 12 YEARS OF AGE AND
YOUNGER.
5.1.3
IN ANY CALENDAR YEAR IN A SALES TERRITORY,
PUBLISHER MAY NOT PUBLISH MORE THAN FOUR (4) SOFTWARE TITLES AS PART OF THE
PLATINUM OR CLASSIC HITS FAMILY PROGRAM.
5.1.4
TO QUALIFY AS A "SUPER-HIT," A SOFTWARE TITLE MUST
HAVE BEEN A HITS FPU TOR AT LEAST [***]. THE MANUFACTURING REQUIREMENTS ARE
DIFFERENT DEPENDING ON WHETHER A POTENTIAL SUPER HIT STARTED OUT AS A PLATINUM
OR CLASSIC HIT OR PLATINUM OR CLASSIC FAMILY HIT. NO SOFTWARE TITLE MAY BE
RELEASED AS A SUPER HIT PRIOR TO MARCH 1, 2006.
5.1.5
PUBLISHER MUST HAVE MANUFACTURED THE FOLLOWING
MINIMUM QUANTITIES OF STANDARD AND/OR HIT FPUS (AS INDICATED BELOW) FOR THE
APPLICABLE SALES TERRITORY AND HITS PROGRAM.
Table 4: Hits Manufacturing Requirements
NA
EU
Japan
Asia
Platinum or Classic Hits
• Must be Standard FPUs
[***]
[***]
[***]
[***] or Platinum in
NA or Japan
Super Hits from Platinum or Classic Hits
• Must be Standard, Platinum or Classics Hit FPUs
[***]
[***]
NA
[***]
Platinum or Classic Family Hits
• Must be Standard FPUs
[***]
[***]
NA
[***]
Super Hits from Platinum or Classic Family Hits
• Must