be:
i.
For North American Sales Territory:
a.
**** for units **** (****% discount)
b.
**** for units **** (****% discount)
c.
***** (i.e., ****) for units ***** (****% discount)
ii.
For Japan Sales Territory:
a.
**** for units **** (****% discount)
4.
LIMITED ROYALTY TIER MIGRATION
4.1
UNDER THE CONDITIONS DESCRIBED IN THIS
SECTION 4, PUBLISHER MAY CHANGE THE PREVIOUSLY ELECTED BASE ROYALTY
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
3
RATE FOR A SOFTWARE TITLE IN A SPECIFIC SALES TERRITORY ****.
IN ORDER FOR THE
NEW BASE ROYALTY TO BE APPLIED TO PUBLISHER'S FPUS, PUBLISHER SHALL SUBMIT TO
MICROSOFT, AT LEAST **** BEFORE PLACING A MANUFACTURING ORDER FOR THE SOFTWARE
TITLE TO WHICH PUBLISHER DESIRES THE NEW BASE ROYALTY TO APPLY, A COMPLETED AND
SIGNED "ROYALTY TIER CHANGE FORM" IN THE FORM ATTACHED HERETO AS EXHIBIT 2 FOR
EACH SALES TERRITORY.
4.2
THE ROYALTY TIER CHANGE FORM MUST BE
RECEIVED AND ACKNOWLEDGED BY MICROSOFT NO SOONER THAN **** AND NO LATER THAN
**** THE DATE THAT THE SOFTWARE TITLE WAS COMMERICALLY RELEASED IN THE
APPLICABLE SALES TERRITORY, WHICH COMMERCIAL RELEASE DATE MUST OCCUR ON OR AFTER
****.
NO CHANGE TO A BASE ROYALTY WILL BE EFFECTIVE BEFORE ****.
4.3
THE CHANGE IN BASE ROYALTY REPRESENTED BY
THE ROYALTY TIER CHANGE FORM WILL ONLY APPLY PROSPECTIVELY TO MANUFACTURING
ORDERS PLACED AFTER THE FORM HAS BEEN ACCEPTED BY MICROSOFT.
4.4
PUBLISHER MAY ONLY SUBMIT A SINGLE ROYALTY
TIER CHANGE FORM PER SOFTWARE TITLE PER SALES TERRITORY.
4.5
PUBLISHER MAY ONLY CHANGE FROM TIER **** TO
TIER ****.
4.6
IF PUBLISHER SUBMITS A ROYALTY TIER CHANGE
FORM FOR A SOFTWARE TITLE IN A PARTICULAR SALES TERRITORY, THE SOFTWARE TITLE IS
THEREAFTER NOT ELIGIBLE TO PARTICIPATE IN ANY HITS PROGRAM FOR THAT SALES
TERRITORY.
5.
HITS PROGRAMS
5.1
PUBLISHER MAY ELECT TO PARTICIPATE IN
CERTAIN PLATINUM OR CLASSIC HITS, PLATINUM OR CLASSIC FAMILY HITS OR SUPER HITS
PROGRAMS (COLLECTIVELY REFERRED TO HEREIN AS "HITS PROGRAMS") FOR QUALIFIED
SOFTWARE TITLES (A "HIT FPU").
IF PUBLISHER ELECTS TO PARTICIPATE IN A HITS
PROGRAM, PUBLISHER MUST PROVIDE MICROSOFT WITH A COMPLETED AND SIGNED HITS
PROGRAMS ELECTION FORM IN THE FORM ATTACHED HERETO AS EXHIBIT 3 NO LATER THAN
**** PRIOR TO THE TARGETED COMMERCIAL RELEASE OF THE HIT FPU.
IF A SOFTWARE
TITLE MEETS THE APPLICABLE PARTICIPATION CRITERIA IN A PARTICULAR SALES
TERRITORY AND MICROSOFT RECEIVES THE HITS PROGRAMS ELECTION FORM ON TIME,
PUBLISHER IS AUTHORIZED TO MANUFACTURE AND DISTRIBUTE HIT FPUS IN SUCH SALES
TERRITORY AND AT THE BASE ROYALTY RATE IN TABLE 2 OF SECTION 3.2.2 OF THIS
AMENDMENT APPLICABLE TO "HIT FPUS" OR "SUPER HIT FPUS," AS APPLICABLE
IN ORDER
FOR A SOFTWARE TITLE TO QUALIFY AS A HITS FPU IN A SALES TERRITORY, THE
FOLLOWING CONDITIONS, APPLICABLE PER HITS PROGRAM, MUST BE SATISFIED:
5.1.1
FOR ALL HITS PROGRAMS, THE SOFTWARE TITLE MUST HAVE
BEEN COMMERCIALLY AVAILABLE AS A STANDARD FPU IN THE APPLICABLE SALES TERRITORY
FOR AT LEAST **** BUT NOT MORE THAN