Exhibit 10.1
CONTRACT NO. 149238
XBOX 360 PUBLISHER LICENSE AGREEMENT
This Xbox 360 Publisher License Agreement ("Agreement") is entered into and
effective as of the later of the two signature dates below (the "Effective
Date") by and between Microsoft Licensing, GP, a Nevada general partnership
("Microsoft"), and THQ Inc., a Delaware corporation ("Publisher").
RECITALS
A.
Microsoft and its affiliated companies develop and license a
computer game system known as the Xbox 360 game system and a proprietary online
service accessible via the Xbox 360 game system known as Xbox Live.
B.
Publisher wishes to develop and/or publish one or more software
products running on the Xbox 360 game system, which software products may also
be made available to subscribers of Xbox Live, and to license proprietary
materials from Microsoft on the terms and conditions set forth herein.
Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Publisher agree as follows:
1.
EXHIBITS
The following exhibits are hereby incorporated to this Agreement (some require
completion and/or execution by one or both parties):
Exhibit 1:
Payments
Exhibit 2:
Xbox 360 Royalty Tier Selection Form
Exhibit 3:
Xbox 360 Publisher Enrollment Form
Exhibit 4:
Authorized Subsidiaries
Exhibit 5:
Non-Disclosure Agreement
Exhibit 6:
Japan/Asian Royalty Incentive Program
Exhibit 7:
Xbox Live Incentive Program
2.
DEFINITIONS
As further described in this Agreement and the Xbox 360 Publisher Guide (defined
below), the following terms have the following respective meanings:
2.1
"ASIAN MANUFACTURING REGION" MEANS THE REGION FOR MANUFACTURING
COMPRISING TAIWAN, HONG KONG, SINGAPORE, KOREA, JAPAN AND ANY OTHER COUNTRIES
THAT ARE INCLUDED BY MICROSOFT FROM TIME TO TIME AS SET FORTH IN THE XBOX 360
PUBLISHER GUIDE.
2.2
"ASIAN SALES TERRITORY" MEANS THE TERRITORY FOR SALES DISTRIBUTION
COMPRISING TAIWAN, HONG KONG, SINGAPORE, KOREA, AND ANY OTHER COUNTRIES THAT ARE
INCLUDED BY MICROSOFT FROM TIME TO TIME AS SET FORTH IN THE XBOX 360 PUBLISHER
GUIDE.
THE ASIAN SALES TERRITORY DOES NOT INCLUDE JAPAN.
2.3
"AUTHORIZED REPLICATOR" MEANS A SOFTWARE REPLICATOR CERTIFIED AND
APPROVED BY MICROSOFT FOR REPLICATION OF FPUS (DEFINED BELOW) THAT RUN ON THE
XBOX 360.
2.4
"BRANDING SPECIFICATIONS" MEANS THE SPECIFICATIONS AS PROVIDED BY
MICROSOFT FROM TIME TO TIME FOR USING THE LICENSED TRADEMARKS IN CONNECTION WITH
A SOFTWARE TITLE AND/OR ONLINE CONTENT AND ON MARKETING MATERIALS AS SET FORTH
IN THE XBOX 360 PUBLISHER GUIDE.
2.5
"BTS" MEANS A MICROSOFT DESIGNED BREAK-THE-SEAL STICKER THAT WILL
BE ISSUED TO THE AUTHORIZED REPLICATOR FOR PLACEMENT ON THE PACKAGING MATERIALS
(DEFINED BELOW) AS SPECIFIED IN THE XBOX 360 PUBLISHER GUIDE.
2.6
"CERTIFICATION" MEANS THE FINAL STAGE OF THE APPROVAL PROCESS BY
WHICH MICROSOFT APPROVES OR DISAPPROVES OF A SOFTWARE TITLE OR ONLINE CONTENT
FOR MANUFACTURE AND/OR DISTRIBUTION.
CERTIFICATION IS FURTHER DEFINED IN THIS
AGREEMENT AND THE XBOX 360 PUBLISHER GUIDE.
Microsoft Confidential
1
2.7
"COMMERCIAL RELEASE" WITH RESPECT TO A SOFTWARE TITLE MEANS THE
FIRST COMMERCIAL DISTRIBUTION OF AN FPU THAT IS NOT DESIGNATED AS