SHALL BE CONSIDERED
DERIVATIVE WORKS OF THE INTELLECTUAL PROPERTY RIGHTS AND SHALL BELONG TO
NINTENDO, BUT MAY BE RETAINED AND UTILIZED BY LICENSEE IN CONNECTION WITH THIS
AGREEMENT. IN NO EVENT SHALL LICENSEE (I) SEEK, CLAIM OR FILE FOR ANY PATENT,
COPYRIGHT OR OTHER PROPRIETARY RIGHT WITH REGARD TO ANY SUCH DERIVATIVE WORK,
(II) MAKE AVAILABLE ANY SUCH DERIVATIVE WORK TO ANY THIRD PARTY, OR (III) USE
ANY SUCH DERIVATIVE WORK EXCEPT IN CONNECTION WITH THE DESIGN AND DEVELOPMENT OF
GAMES UNDER THIS AGREEMENT.
4.
SUBMISSION OF GAME AND ARTWORK FOR APPROVAL
4.1
DEVELOPMENT AND SALE OF THE GAMES. LICENSEE MAY DEVELOP GAMES AND
HAVE MANUFACTURED, ADVERTISE, MARKET AND SELL LICENSED PRODUCTS FOR PLAY ON THE
NINTENDO DS SYSTEM ONLY IN ACCORDANCE WITH THIS AGREEMENT.
4.2
THIRD PARTY DEVELOPERS. LICENSEE SHALL NOT DISCLOSE THE
CONFIDENTIAL INFORMATION, THE GUIDELINES OR THE INTELLECTUAL PROPERTY RIGHTS TO
ANY INDEPENDENT CONTRACTOR, NOR PERMIT ANY INDEPENDENT CONTRACTOR TO PERFORM OR
ASSIST IN DEVELOPMENT WORK FOR A GAME, UNLESS AND UNTIL SUCH INDEPENDENT
CONTRACTOR HAS BEEN APPROVED BY NOA AND HAS EXECUTED A WRITTEN CONFIDENTIALITY
AGREEMENT WITH NOA RELATING TO THE NINTENDO DS SYSTEM.
4.3
DELIVERY OF COMPLETED GAME. UPON COMPLETION OF A GAME, LICENSEE
SHALL DELIVER A PROTOTYPE OF THE GAME TO NOA IN A FORMAT SPECIFIED IN THE
GUIDELINES, TOGETHER WITH WRITTEN USER INSTRUCTIONS, A COMPLETE DESCRIPTION OF
ANY SECURITY HOLES, BACKDOORS, TIME BOMBS, CHEATS, "EASTER EGGS" OR OTHER HIDDEN
FEATURES OR CHARACTERS IN THE GAME [***]. NOA SHALL PROMPTLY EVALUATE THE GAME
WITH REGARD TO ITS TECHNICAL COMPATIBILITY WITH AND ERROR-FREE OPERATION ON THE
NINTENDO DS SYSTEM. LICENSEE IS RESPONSIBLE FOR ENSURING THAT THE GAME AND ANY
OTHER CONTENT TO BE INCLUDED ON THE GAME CARD COMPLIES WITH THE ADVERTISING CODE
OF CONDUCT OF THE ENTERTAINMENT SOFTWARE RATINGS BOARD ("ESRB") AND THAT THE
GAME HAS BEEN
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
5
RATED EC, E, M OR T BY THE ESRB. LICENSEE SHALL PROVIDE NOA WITH A RELATED
CERTIFICATE OF RATING FOR THE GAME FROM THE ESRB.
4.4
APPROVAL OF COMPLETED GAME.
NOA SHALL, WITHIN A REASONABLE PERIOD
OF TIME AFTER RECEIPT, APPROVE OR DISAPPROVE EACH SUBMITTED GAME. IF A GAME IS
DISAPPROVED, NOA SHALL SPECIFY IN WRITING THE REASONS FOR SUCH DISAPPROVAL AND
STATE WHAT CORRECTIONS OR IMPROVEMENTS ARE NECESSARY. AFTER MAKING THE NECESSARY
CORRECTIONS OR IMPROVEMENTS, LICENSEE SHALL SUBMIT A REVISED GAME TO NOA FOR
APPROVAL. NOA SHALL NOT UNREASONABLY WITHHOLD OR DELAY ITS APPROVAL OF ANY GAME.
THE APPROVAL OF A GAME BY NOA SHALL NOT RELIEVE LICENSEE OF ITS SOLE
RESPONSIBILITY FOR THE DEVELOPMENT, QUALITY AND OPERATION OF THE GAME OR IN ANY
WAY CREATE ANY WARRANTY FOR A GAME OR A LICENSED PRODUCT BY NOA.
4.5
SUBMISSION OF ARTWORK.
UPON SUBMISSION OF A COMPLETED GAME TO
NOA, LICENSEE SHALL PREPARE AND SUBMIT TO NOA THE ARTWORK FOR THE PROPOSED
LICENSED PRODUCT. WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT,