CONTENT OR FEATURES TO THE HIT FPU
VERSION OF THE SOFTWARE TITLE (E.G., DEMOS OR GAME PLAY CHANGES) SUBJECT TO
MICROSOFT'S REVIEW AND APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD, AND PUBLISHER ACKNOWLEDGES THAT ANY SUCH MODIFICATIONS OR ADDITIONS
MAY REQUIRE THE SOFTWARE TITLE TO BE RE-CERTIFIED AT PUBLISHER'S EXPENSE.
6.
MINIMUM ORDER QUANTITIES
6.1
WITHIN **** AFTER THE DATE ON WHICH BOTH
MICROSOFT AND PUBLISHER HAVE AUTHORIZED THE AUTHORIZED REPLICATOR TO BEGIN
REPLICATION OF FPUS FOR DISTRIBUTION TO A SPECIFIED SALES TERRITORY, (RECEIPT OF
BOTH APPROVALS IS REFERRED TO AS "RELEASE TO MANUFACTURE"), PUBLISHER MUST PLACE
ORDERS TO MANUFACTURE THE MINIMUM ORDER QUANTITIES ("MOQS") AS DESCRIBED IN THE
XBOX GUIDE, WHICH MOQ'S MAY BE UPDATED AND REVISED **** AND WILL BE EFFECTIVE
STARTING ****.
CURRENTLY, THE MOQS ARE AS FOLLOWS:
Per Software Title
Per Disc
North American Sales Territory
****
****
European Sales Territory
****
****
Japan Sales Territory
****
****
Asian Sales Territory
****
****
6.2
FOR THE PURPOSES OF THIS SECTION, A "DISC"
SHALL MEAN AN FPU THAT IS SIGNED FOR USE ON A CERTAIN DEFINED RANGE OF XBOX
HARDWARE, REGARDLESS OF THE NUMBER OF LANGUAGES OR PRODUCT SKUS CONTAINED
THEREON.
THE MOQS PER SOFTWARE TITLE ARE CUMULATIVE PER SALES TERRITORY.
FOR
EXAMPLE, IF AN FPU IS RELEASED IN BOTH THE NORTH AMERICAN SALES
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
5
TERRITORY AND THE EUROPEAN SALES TERRITORY, THE CUMULATIVE MOQ PER SOFTWARE
TITLE WOULD BE ****.
THE MOQ PER SOFTWARE TITLE AND THE MOQ PER DISC, HOWEVER,
ARE NOT CUMULATIVE.
FOR EXAMPLE, A SINGLE DISC FPU RELEASED ONLY IN THE NORTH
AMERICA SALES TERRITORY WILL HAVE A TOTAL MINIMUM ORDER QUANTITY OF ****, WHICH
WOULD COVER THE **** MOQ PER SOFTWARE TITLE AND THE **** MOQ PER DISC (RATHER
THAN **** WHICH WOULD HAVE BEEN THE TOTAL MINIMUM ORDER QUANTITY IF THE MOQ PER
SOFTWARE TITLE AND THE MOQ PER DISC WERE CUMULATIVE).
6.3
IF PUBLISHER FAILS TO PLACE ORDERS TO MEET
ANY APPLICABLE MINIMUM ORDER QUANTITY WITHIN **** OF RELEASE TO MANUFACTURE,
PUBLISHER SHALL IMMEDIATELY PAY MICROSOFT THE APPLICABLE BASE ROYALTY FOR THE
NUMBER OF FPUS REPRESENTED BY THE DIFFERENCE BETWEEN THE APPLICABLE MINIMUM
ORDER QUANTITY AND THE NUMBER OF FPUS OF THE SOFTWARE TITLE ACTUALLY ORDERED BY
PUBLISHER.
7.
SAMPLES
For each Software Title published under the PLA, as soon as possible following
Microsoft's request and at Publisher's cost, Publisher shall provide Microsoft
with **** FPUs and accompanying Marketing Materials per Sales Territory in which
the FPU will be released.
Such units may be used in marketing, as product
samples, for customer support, testing and for archival purposes. Publisher will
not have to pay a Base Royalty for such samples nor will such samples count
towards the Unit Discount in Section 3 of this Amendment.
8.
DEMO VERSIONS
If Publisher wishes to distribute a Demo Version, Publisher must obtain
Microsoft's approval and Microsoft may charge a reasonable fee to offset costs
of the Certification.
Subject