[***] FOR UNITS [***] THROUGH [***]
([***]DISCOUNT)
B.
[***] (I.E., [***] X [***]) FOR UNITS
[***] THROUGH [***] ([***] DISCOUNT)
II.
FOR EUROPEAN SALES TERRITORY:
A. [***]FOR UNITS [***] THROUGH [***] ([***] DISCOUNT)
Example 2 (under regional billing election): Publisher manufactures [***]
Standard FPUs of a Software Title in the North American Manufacturing Region for
sale in the North American Sales Territory with a wholesale price between
[***]and [***] Publisher then manufactures [***] Standard FPUs in the European
Manufacturing Region for sale in the North American Sales Territory with that
same wholesale price (total FPUs for North American Sales Territory: [***]).
Finally, Publisher manufactures [***] Standard FPUs of the same Software Title
in the European Manufacturing Region for sale in the Japan Sales Territory at a
suggested retail price below [***]. The actual applied royalty rates for this
Software Title would be:
I.
FOR NORTH AMERICAN SALES TERRITORY:
A.
[***]FOR UNITS [***] THRU [***] ([***]
DISCOUNT)
B.
[***]FOR UNITS [***]THROUGH [***] ([***]
DISCOUNT)
C.
[***] (I.E., [***]X [***]) FOR UNITS
[***]THROUGH [***] ([***] DISCOUNT)
II.
FOR JAPAN SALES TERRITORY:
A.
[***]FOR UNITS [***] THROUGH [***]
([***] DISCOUNT)
MICROSOFT CONFIDENTIAL
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
4
4
Limited Royalty Tier Migration
4.1
UNDER THE CONDITIONS DESCRIBED IN THIS
SECTION 4, PUBLISHER MAY CHANGE THE PREVIOUSLY ELECTED BASE ROYALTY RATE FOR A
SOFTWARE TITLE IN A SPECIFIC SALES TERRITORY ONE TIME. 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
[***] AFTER THE DATE THAT THE SOFTWARE TITLE WAS COMMERCIALLY RELEASED IN THE
APPLICABLE SALES TERRITORY, WHICH COMMERCIAL RELEASE DATE MUST OCCUR ON OR AFTER
SEPTEMBER 1, 2005. NO CHANGE TO A BASE ROYALTY WILL BE EFFECTIVE BEFORE MARCH 1,
2006.
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 1 TO
TIER 1.5, TIER 1.5 TO TIER 2 OR TIER L TO TIER 2.
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