USE THE
INTELLECTUAL PROPERTY RIGHTS TO DEVELOP GAMES FOR MANUFACTURE, ADVERTISING,
MARKETING AND SALE AS LICENSED PRODUCTS, SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT. EXCEPT AS PERMITTED UNDER A SEPARATE WRITTEN AUTHORIZATION FROM
NINTENDO, LICENSEE SHALL NOT USE THE INTELLECTUAL PROPERTY RIGHTS FOR ANY OTHER
PURPOSE.
3.2
LICENSEE ACKNOWLEDGEMENT. LICENSEE ACKNOWLEDGES (A) THE VALUABLE
NATURE OF THE INTELLECTUAL PROPERTY RIGHTS, (B) THE RIGHT, TITLE, AND INTEREST
OF NINTENDO IN AND TO THE INTELLECTUAL PROPERTY RIGHTS, AND (C) THE RIGHT, TITLE
AND INTEREST OF NINTENDO IN AND TO THE PROPRIETARY RIGHTS ASSOCIATED WITH ALL
ASPECTS OF THE NINTENDO DS SYSTEM. LICENSEE RECOGNIZES THAT THE GAMES, GAME
CARDS AND LICENSED PRODUCTS WILL EMBODY VALUABLE RIGHTS OF NINTENDO AND
NINTENDO'S LICENSORS. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL NOT
UNDERTAKE ANY ACT OR THING THAT IN ANY WAY IMPAIRS OR IS INTENDED TO IMPAIR ANY
PART OF THE RIGHT, TITLE, INTEREST OR GOODWILL OF NINTENDO IN THE INTELLECTUAL
PROPERTY RIGHTS. LICENSEE'S USE OF THE INTELLECTUAL PROPERTY RIGHTS SHALL NOT
CREATE ANY RIGHT, TITLE OR INTEREST OF LICENSEE THEREIN.
3.3
LICENSEE RESTRICTIONS AND PROHIBITIONS.
LICENSEE IS NOT LICENSED
TO, AND COVENANTS THAT, WITHOUT THE EXPRESS WRITTEN CONSENT OF NINTENDO, IT WILL
NOT AT ANY TIME, DIRECTLY OR INDIRECTLY, DO OR CAUSE TO BE DONE ANY OF THE
FOLLOWING:
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
3
(A)
GRANT ACCESS TO, DISTRIBUTE, TRANSMIT OR BROADCAST A GAME BY
ELECTRONIC MEANS OR BY ANY OTHER MEANS KNOWN OR HEREAFTER DEVISED, INCLUDING,
WITHOUT LIMITATION, BY WIRELESS, CABLE, FIBER OPTIC, TELEPHONE LINES, MICROWAVE,
RADIOWAVE, COMPUTER OR OTHER DEVICE NETWORK, EXCEPT (A) AS A PART OF WIRELESS
GAME • LAY ON AND AMONG NINTENDO DS SYSTEMS. (B) FOR THE PURPOSE OF FACILITATING
GAME DEVELOPMENT UNDER THE TERMS OF THIS AGREEMENT, OR (C) AS OTHERWISE APPROVED
IN WRITING BY NINTENDO. LICENSEE SHALL USE REASONABLE SECURITY MEASURES,
CUSTOMARY WITHIN THE HIGH TECHNOLOGY INDUSTRY, TO REDUCE THE RISK OF
UNAUTHORIZED INTERCEPTION OR RETRANSMISSION OF ANY GAME TRANSMISSION. NO RIGHT
OF RETRANSMISSION SHALL ATTACH TO ANY AUTHORIZED TRANSMISSION OF A GAME,
(B)
MODIFY, INSTALL OR OPERATE A GAME ON ANY SERVER OR OTHER DEVICE
FOR THE PURPOSE OF OR RESULTING IN THE RENTAL, LEASE, LOAN OR SALE OF RIGHTS OF
ACCESS TO THE GAME,
(C)
EMULATE, INTEROPERATE, INTERFACE OR LINK A GAME FOR OPERATION OR
USE WITH ANY HARDWARE PLATFORM, SOFTWARE PROGRAM, ACCESSORY, COMPUTER LANGUAGE,
COMPUTER ENVIRONMENT, CHIP INSTRUCTION SET, CONSUMER ELECTRONICS DEVICE,
TELEPHONE, CEEPHONE, RDA, OR OTHER DEVICE, INCLUDING FOR 'PURPOSES OF DATA
INTERCHANGE, PASSWORD USAGE OR INTERACTIVE VIDEO GAME PLAY, OTHER THAN A
NINTENDO DS SYSTEM, AN APPLICATION APPROVED BY NINTENDO, OR THE DEVELOPMENT
TOOLS,
(D)
EMULATE ANY PAST, CURRENT OR FUTURE NINTENDO BRAND VIDEO GAME
SYSTEM, OR ANY PORTION THEREOF, IN SOFTWARE OR HARDWARE OR ANY COMBINATION
THEREOF,
(E)
EMBED, INCORPORATE, OR STORE A GAME IN ANY MEDIA OR FORMAT EXCEPT
THE GAME CARD FORMAT UTILIZED BY THE NINTENDO DS