APPROVAL; (III) DISTRIBUTE DEMO VERSIONS WITH THE OFFICIAL XBOX MAGAZINE, AS A
STANDALONE PRODUCT WITH OTHER DEMO SOFTWARE, SUBJECT TO PUBLISHER'S PRIOR
WRITTEN APPROVAL; AND (IV) DISTRIBUTE SOFTWARE TITLE TRAILERS VIA XBOX.COM,
SUBJECT TO PUBLISHER'S PRIOR WRITTEN APPROVAL.
PUBLISHER MAY ALSO SELECT
ONLINE CONTENT FOR INCLUSION IN PUBLIC INTERACTIVE DISPLAYS AND/OR COMPILATION
DEMO DISCS PUBLISHED BY MICROSOFT, IN WHICH CASE PUBLISHER GRANTS MICROSOFT A
FULLY-PAID, ROYALTY-FREE, WORLDWIDE, TRANSFERABLE AND SUBLICENSEABLE ONLY TO
MICROSOFT AFFILIATES, NON-EXCLUSIVE LICENSE TO BROADCAST, TRANSMIT, DISTRIBUTE,
HOST, PUBLICLY DISPLAY, REPRODUCE AND
MANUFACTURE SUCH SELECTED ONLINE CONTENT
AS PART OF PUBLIC INTERACTIVE DISPLAYS AND COMPILATION DEMO DISCS, AND TO
DISTRIBUTE AND PERMIT END USERS TO DOWNLOAD AND STORE (AND, AT PUBLISHER'S
DISCRETION, TO MAKE FURTHER COPIES) SUCH ONLINE CONTENT VIA PUBLIC INTERACTIVE
DISPLAYS, SUBJECT TO
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
9
PUBLISHER'S PRIOR WRITTEN APPROVAL.
THE RIGHTS GRANTED IN THE PRECEDING
SENTENCE ARE IN ADDITION TO ANY RIGHTS THAT MICROSOFT MAY HAVE FOR USES OF
PUBLISHER SOFTWARE TITLES UNDER THE APPLICABLE LAW, SUCH AS USES THAT ARE
"REFERENTIAL," "FAIR USE" OR "REASONABLE USE."
10.
GRANT OF DISTRIBUTION LICENSE, LIMITATIONS
10.1
DISTRIBUTION LICENSE.
UPON CERTIFICATION OF THE SOFTWARE TITLE,
APPROVAL OF THE MARKETING MATERIALS AND THE FPU TEST VERSION OF THE SOFTWARE
TITLE BY MICROSOFT, AND SUBJECT TO THE TERMS AND CONDITIONS CONTAINED WITHIN
THIS AGREEMENT, MICROSOFT GRANTS PUBLISHER (AND PUBLISHER'S AUTHORIZED
AFFILIATES, AS SET FORTH IN SECTION 10.8) A NON-EXCLUSIVE, NON-TRANSFERABLE
(EXCEPT TO PUBLISHER'S AUTHORIZED AFFILIATES), LICENSE TO DISTRIBUTE FPUS
CONTAINING
REDISTRIBUTABLE AND SAMPLE CODE (AS DEFINED IN THE XDK LICENSE) AND
SECURITY TECHNOLOGY (AS DEFINED ABOVE) WITHIN THE SALES TERRITORIES APPROVED IN
THE SOFTWARE TITLE'S CONCEPT IN FPU FORM TO THIRD PARTIES FOR DISTRIBUTION TO
END USERS AND/OR DIRECTLY TO END USERS.
THE LICENSE TO DISTRIBUTE THE FPUS IS
PERSONAL TO PUBLISHER AND EXCEPT FOR TRANSFERS OF FPU THROUGH NORMAL CHANNELS OF
DISTRIBUTION (E.G. WHOLESALERS, RETAILERS), ABSENT THE WRITTEN APPROVAL OF
MICROSOFT (NOT TO BE UNREASONABLY WITHHELD OR DELAYED), PUBLISHER MAY NOT
SUBLICENSE OR ASSIGN ITS RIGHTS UNDER THIS LICENSE TO OTHER PARTIES.
FOR THE
AVOIDANCE OF DOUBT, WITHOUT THE WRITTEN APPROVAL OF MICROSOFT, PUBLISHER MAY NOT
SUBLICENSE, TRANSFER OR ASSIGN ITS RIGHT TO DISTRIBUTE SOFTWARE TITLES OR FPU TO
ANOTHER ENTITY, EXCEPT FOR PUBLISHER AFFILIATES, THAT WILL BRAND, CO-BRAND OR
OTHERWISE ASSUME CONTROL OVER SUCH PRODUCTS AS A "PUBLISHER" AS THAT CONCEPT IS
TYPICALLY UNDERSTOOD IN THE CONSOLE GAME INDUSTRY.
PUBLISHER MAY ONLY GRANT END
USERS THE RIGHT TO MAKE PERSONAL, NON-COMMERCIAL USE OF SOFTWARE TITLES AND MAY
NOT GRANT END USERS ANY OF THE OTHER RIGHTS RESERVED TO A COPYRIGHT HOLDER UNDER
US COPYRIGHT LAW, JAPANESE COPYRIGHT LAW, OR ITS INTERNATIONAL EQUIVALENT.
PUBLISHER'S LICENSE RIGHTS DO NOT INCLUDE ANY LICENSE, RIGHT, POWER OR AUTHORITY
TO SUBJECT MICROSOFT'S SOFTWARE OR DERIVATIVE WORKS THEREOF OR INTELLECTUAL
PROPERTY ASSOCIATED THEREWITH IN WHOLE OR IN PART TO ANY OF THE TERMS OF AN
EXCLUDED LICENSE.
"EXCLUDED LICENSE" MEANS ANY LICENSE THAT REQUIRES AS A
CONDITION OF USE, MODIFICATION AND/OR