AIR COURIER SERVICE, IN EACH CASE ADDRESSED AS STATED HEREIN, OR
ADDRESSED TO SUCH OTHER PERSON OR ADDRESS EITHER PARTY MAY DESIGNATE IN A
NOTICE. NOTICE SHALL BE DEEMED EFFECTIVE UPON THE EARLIER OF ACTUAL RECEIPT OR
TWO (2) BUSINESS DAYS AFTER TRANSMITTAL.
2.15
"PRICE SCHEDULE" MEANS THE CURRENT VERSION(S) OR
ANY FUTURE REVISION(S) OF NCL'S SCHEDULE OF PURCHASE PRICES AND MINIMUM ORDER
QUANTITIES FOR THE LICENSED PRODUCTS. THE PRICE SCHEDULE HAS BEEN PROVIDED TO
LICENSEE INDEPENDENT OF THIS AGREEMENT AND MAY BE CHANGED OR UPDATED FROM TIME
TO TIME WITHOUT NOTICE.
2.16
"PRINTED MATERIALS" MEANS THE BOX, USER
INSTRUCTION BOOKLET, POSTER, WARRANTY CARD AND LICENSEE INSERTS INCORPORATING
THE ARTWORK, TOGETHER WITH A PRECAUTIONS BOOKLET AS SPECIFIED BY NCL.
2.17
"PROPRIETARY RIGHTS" MEANS ANY RIGHTS OR
APPLICATIONS FOR RIGHTS TO THE EXTENT RECOGNIZED IN THE TERRITORY RELATING TO
THE GAME BOY ADVANCE SYSTEM, AND OWNED, LICENSED OR OTHERWISE HELD IN PATENTS,
TRADEMARKS, SERVICE MARKS, COPYRIGHTS, SEMICONDUCTOR CHIP LAYOUTS OR MASKS,
TRADE SECRETS, TRADE DRESS, MORAL RIGHTS AND PUBLICITY RIGHTS, TOGETHER WITH ALL
INVENTIONS, DISCOVERIES, IDEAS, KNOW-HOW, DATA, INFORMATION, PROCESSES, METHODS,
PROCEDURES, FORMULAS, DRAWINGS AND DESIGNS, COMPUTER PROGRAMS, SOFTWARE SOURCE
CODE AND OBJECT CODE, AND ALL AMENDMENTS, MODIFICATIONS, AND IMPROVEMENTS
THERETO FOR WHICH SUCH PATENT, TRADEMARK, SERVICE MARK, COPYRIGHT, SEMICONDUCTOR
CHIP LAYOUT OR MASK, TRADE SECRETS, TRADE DRESS, MORAL RIGHTS OR PUBLICITY
RIGHTS MAY EXIST OR MAY BE SOUGHT AND OBTAINED IN THE FUTURE.
2.18
"REVERSE ENGINEER(ING)" MEANS ANY TECHNIQUE
DESIGNED TO EXTRACT SOURCE CODE OR FACILITATE THE DUPLICATION OF A PROGRAM OR
PRODUCT INCLUDING, WITHOUT LIMITATION, (A) THE X-RAY, ELECTRONIC SCANNING OR
PHYSICAL OR CHEMICAL STRIPPING OF SEMICONDUCTOR COMPONENTS, OR (B) THE
DISASSEMBLY, DECOMPILATION, DECRYPTION OR SIMULATION OF OBJECT CODE OR
EXECUTABLE CODE.
2.19
"SECURITY TECHNOLOGY" MEANS, WITHOUT LIMITATION,
ANY SECURITY SIGNATURE, BIOS, DATA SCRAMBLING, PASSWORD, HARDWARE SECURITY
APPARATUS, WATERMARK, HOLOGRAM, COPYRIGHT MANAGEMENT INFORMATION SYSTEM,
ENCRYPTION, DIGITAL RIGHTS MANAGEMENT SYSTEM, OR ANY FEATURE WHICH FACILITATES
OR LIMITS COMPATIBILITY WITH OTHER HARDWARE, SOFTWARE, ACCESSORIES OR OTHER
PERIPHERALS, OUTSIDE OF THE TERRITORY OR ON A DIFFERENT VIDEO GAME SYSTEM.
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
3
CONFIDENTIAL
2.20
"STRIPPED PRODUCT(S)" MEANS THE GAME CARTRIDGES
WITH GAME CARTRIDGE LABELS AFFIXED.
2.21
"TERM" MEANS THREE (3) YEARS FROM THE EFFECTIVE
DATE.
2.22
"TERRITORY" MEANS ANY AND ALL COUNTRIES WITHIN
THE EUROPEAN ECONOMIC AREA; NAMELY AUSTRIA, BELGIUM, CYPRUS, CZECH REPUBLIC,
DENMARK, ESTONIA, FINLAND, FRANCE, GERMANY, REEVE, HUNGARY, ICELAND, HAND,
ITALY, LATVIA, LIECHTENSTEIN, LITHUANIA, LUXEMBOURG, MALTA, THE NETHERLANDS,
NORWAY, POLAND, PORTUGAL, SLOVAKIA, SLOVENIA, SPAIN, SWEDEN, SWITZERLAND, AND
THE UNITED KINGDOM. THE TERRITORY SHALL ALSO INCLUDE AUSTRALIA, NEW ZEALAND, AND
TURKEY. NCL MAY ADD ADDITIONAL COUNTRIES TO THE TERRITORY UPON WRITTEN NOTICE TO
LICENSEE.
2.23
"TM" MEANS TRADEMARK OF NCL, WHETHER REGISTERED
OR NOT.
3.
GRANT OF LICENSE; LICENSEE RESTRICTIONS
3.1
LIMITED LICENSE GRANT. FOR THE TERM AND FOR
THE TERRITORY, NCL GRANTS TO LICENSEE A NONEXCLUSIVE, NONTRANSFERABLE, LIMITED
LICENSE TO USE THE INTELLECTUAL PROPERTY RIGHTS, FOR THE