and Publisher hereby
express their mutual intention that all such rights be purely personal to
Publisher, such that governing non-bankruptcy law shall preclude Publisher's
assignment (and, if applicable, assumption) of those rights without Microsoft's
consent.
6.
SUB-PUBLISHING.
SECTION 10.8.1 OF THE
XBOX 360 PLA IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY:
"PUBLISHER COMPLETES AND PROVIDES MICROSOFT WITH THE SUB-PUBLISHING NOTIFICATION
FORM (LOCATED IN THE PUBLISHER GUIDE) AT LEAST **** PRIOR TO AUTHORIZING A
SUB-PUBLISHER TO MANUFACTURE ANY SOFTWARE TITLE(S), OF THE SUB-PUBLISHING
RELATIONSHIP, ALONG WITH (I) A SUMMARY OF THE SCOPE AND NATURE OF THE
SUB-PUBLISHING RELATIONSHIP INCLUDING, WITHOUT LIMITATION, AS BETWEEN PUBLISHER
AND SUB-PUBLISHER, (II) WHICH PARTY WILL BE RESPONSIBLE FOR CERTIFICATION OF THE
SOFTWARE TITLE(S) AND/OR ANY ONLINE CONTENT, (III) A LIST OF THE SOFTWARE
TITLE(S) FOR WHICH SUB-PUBLISHER HAS ACQUIRED PUBLISHING RIGHTS, (IV) THE
GEOGRAPHIC TERRITORY(IES) FOR WHICH SUCH RIGHTS WERE GRANTED, AND (V) THE TERM
OF PUBLISHER'S AGREEMENT WITH SUB-PUBLISHER;, AND"
7.
EXCEPT AND TO THE EXTENT EXPRESSLY
MODIFIED BY THIS AMENDMENT, THE XBOX 360 PLA SHALL REMAIN IN FULL FORCE AND
EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
IN THE EVENT OF ANY CONFLICT
BETWEEN THIS AMENDMENT AND THE XBOX 360 PLA THE TERMS OF THIS AMENDMENT SHALL
CONTROL.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the Amendment Effective Date.
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
MICROSOFT LICENSING, GP
THQ Inc.
/s/ Astrid B.Ford
/s/ Brian J. Farrell
By (sign)
By (sign)
Astrid B.Ford
Brian J. Farrell
Name (Print)
Name (Print)
Sr. Xbox Program Manager
President and CEO
Title
Title
Feb 26 2010
02-24-10
Date (Print mm/dd/yy)
Date (Print mm/dd/yy)
MICROSOFT CORPORATION
/s/ Astrid B. Ford
By (sign)
Astrid B. Ford
Name (Print)
Sr. Xbox Program Manager
Title
Feb 26 2010
Date (Print mm/dd/yy)
EXHIBIT 1
PAYMENTS
1.
PLATFORM ROYALTY
A.
FOR EACH FPU MANUFACTURED DURING THE
TERM OF THIS AGREEMENT, PUBLISHER SHALL PAY MICROSOFT NONREFUNDABLE ROYALTIES IN
ACCORDANCE WITH THE ROYALTY TABLES SET FORTH BELOW (TABLES 1 AND 2) AND THE
"UNIT DISCOUNT" TABLE SET FORTH IN SECTION 1.D OF THIS EXHIBIT 1 (TABLE 3).
B.
TO DETERMINE THE APPLICABLE ROYALTY RATE
FOR A PARTICULAR SOFTWARE TITLE THAT WILL BE SOLD IN A PARTICULAR SALES
TERRITORY, THE APPLICABLE THRESHOLD PRICE FROM TABLE 1 BELOW FOR THE CATEGORY OF
SOFTWARE TITLE (STANDARD SOFTWARE TITLE, HITS SOFTWARE TITLE AND EXPANSION PACK)
WILL DETERMINE THE CORRECT ROYALTY "TIER" (EXCEPT WITH RESPECT TO THE FIRST
COMMERCIAL RELEASE OF HITS SOFTWARE TITLES AS DESCRIBED FURTHER IN (II) BELOW).
THE ROYALTY RATE IS THEN AS SET FORTH IN TABLE 2 BASED ON SUCH TIER AND THE
SALES TERRITORY IN WHICH THE FPUS WILL BE SOLD.
FOR EXAMPLE, ASSUME THE
WHOLESALE PRICE OF A STANDARD SOFTWARE TITLE TO BE SOLD IN THE EUROPEAN SALES
TERRITORY IS ****.
ACCORDING TO TABLE 1, **** ROYALTY RATES WILL APPLY TO THAT
SOFTWARE TITLE AND THE ROYALTY RATE FOR EACH FPU AS SET FORTH IN TABLE