Common use of Approval of Marketing Materials Clause in Contracts

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the ESRB’s Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBAdvertising, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the GuidelinesGuidelines as well as the guidelines of the PEGI, and (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) comply with all applicable laws laws, regulations and regulations official codes of practice in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by complies with all applicable local laws, regulations and official guidelines. To protect NINTENDO’s valuable Intellectual Property Rights, to prevent the Federal Trade Commission dilution of NINTENDO’s trade marks, and to comply with avoid use of the Children's Online Privacy Protection Act. Prior licensed Intellectual Property Rights giving rise to any implication of NINTENDO’s sponsorship, association, approval or endorsement where this is not the case, prior to actual use or distribution, LICENSEE shall submit to NOA NINTENDO for review samples of all proposed Marketing Materials. NOA NINTENDO shall, within ten (10) business days [ * ] of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA NINTENDO shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOANINTENDO. No Marketing Materials shall be used or distributed by LICENSEE without NOA's NINTENDO’s prior written approval. NOA NINTENDO shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising guidelines of the ESRBPEGI, and (c) to the best of LICENSEE’s knowledge, all applicable laws and regulations and official codes of practice in those jurisdictions in the Territory where they will be used or distributed, including without limitation all applicable privacy laws. All LICENSEE controlled websites featuring To protect NINTENDO’s valuable Intellectual Property Rights, to prevent the Games shall adopt a privacy policy that has been certified by dilution of NINTENDO’s trademarks, and to avoid use of the Federal Trade Commission licensed Intellectual Property Rights giving rise to comply with any implication of NINTENDO’s sponsorship, association, approval or endorsement where this is not the Children's Online Privacy Protection Act. Prior case, prior to actual use or distribution, LICENSEE shall submit to NOA NINTENDO for review samples of all proposed Marketing Materials. NOA NINTENDO shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA NINTENDO shall specify the reasons for such disapproval in writing, which may include by e-mail, and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOANINTENDO. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA NINTENDO shall not unreasonably withhold or delay its approval of any proposed Marketing Materials. No Marketing Materials shall be used or distributed by LICENSEE without NINTENDO’s prior written approval.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct comply with all ESRB advertising, marketing and the Principles and Guidelines for Responsible Advertising of the ESRBmerchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified is consistent with the principles and guidelines issued by the Federal Trade Commission to comply ESRB and that complies with the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the ESRB’s Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBAdvertising, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samplessamples based on the applicable criteria set forth in the Guidelines. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessarynecessary to cause the submitted Marketing Materials to conform to the applicable Guidelines. After making the necessary corrections and/or improvements, LICENSEE shall may, at its discretion submit revised samples for approval by NOA. [***] The process described in the four preceding sentences shall be repeated until NOA either approves the samples or LICENSEE determines (at its discretion) that it shall not re-submit the samples for approval. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct comply with all ESRB advertising, marketing and the Principles and Guidelines for Responsible Advertising of the ESRBmerchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified is consistent with the principles and guidelines issued by the Federal Trade Commission to comply ESRB and that complies with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to [*] comply with the Children's Online Privacy Protection Act[*]. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt[*], approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions Jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to **** comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements Improvements are necessary. After making the necessary corrections and/or improvementsImprovements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval **** and state what corrections and/or improvements are necessarynecessary ****. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the ESRB’s Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBAdvertising, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days [ * ] of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for CONFIDENTIAL LICENSE AGREEMENT FOR THE Wii CONSOLE (WESTERN HEMISPHERE) approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, * Confidential portion omitted and filed separately with the Commission. and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to comply with the Children's Online Privacy Protection Act[*]. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct comply with all ESRB advertising, marketing and the Principles and Guidelines for Responsible Advertising of the ESRBmerchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy [***] and that has been certified by the Federal Trade Commission to comply complies with the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the ESRB’s Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBAdvertising, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days [ * ] of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) ****** all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to ****** comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify in writing the reasons for such disapproval and state what corrections and/or improvements are necessarynecessary to receive approval from NOA. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the ESRB's Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBAdvertising, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a , including without limitation all applicable privacy policy that has been certified by the Federal Trade Commission to comply with laws such as the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions Jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to **** comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. specify the reasons for such disapproval and state what corrections and/or improvements Improvements are necessary. After making the necessary corrections and/or improvementsImprovements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct comply with all ESRB advertising, marketing and the Principles and Guidelines for Responsible Advertising of the ESRBmerchandising guidelines ****, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified is consistent with the principles and guidelines issued by the Federal Trade Commission to comply ESRB and that complies with the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval **** and state what corrections and/or improvements are necessarynecessary ****. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) as well as the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising guidelines of the ESRBPEGI, and (c) shall comply with all applicable laws laws, regulations, orders, and regulations official codes of practice in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE LICENSEE-controlled websites web sites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to comply with the Children's Online Privacy Protection Actcomplies [***]. Prior to actual use or distribution, LICENSEE shall submit to NOA NCL for review samples of all proposed Marketing Materials. NOA NCL shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA NCL shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOANCL. No Marketing Materials shall be used or distributed by LICENSEE without NOA's NCL’s prior written approval. NOA NCL shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission or other entity approved by the Federal Trade Commission, such as the ESRB, to comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt[*] , approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials. *Information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall (a) be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct comply with all ESRB advertising, marketing and the Principles and Guidelines for Responsible Advertising of the ESRBmerchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified is consistent with the principles and guidelines issued by the Federal Trade Commission to comply ESRB and that complies with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10****) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) ****** all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to ****** comply with the Children's ’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify in writing the reasons for such disapproval and state what corrections and/or improvements are necessarynecessary to receive approval from NOA. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's ’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to that*** comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRBshall comply with all applicable laws, regulations, orders, and (c) all applicable laws and regulations official codes in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE LICENSEE-controlled websites web sites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to comply complies *** [*] Confidential portion omitted and filed separately with the Children's Online Privacy Protection ActSecurities and Exchange Commission. MARCH 20, 2002 CONFIDENTIAL ***. Prior to actual use or distribution, LICENSEE shall submit to NOA NCL for review samples of all proposed Marketing Materials. NOA NCL shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA NCL shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOANCL. No Marketing Materials shall be used or distributed by LICENSEE without NOANCL's prior written approval. NOA NCL shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

Approval of Marketing Materials. LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with (a) the Guidelines, (b) the Advertising Code of Conduct and the Principles and Guidelines for Responsible Advertising of the ESRB, and (c) all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that has been certified by the Federal Trade Commission to comply with the Children's Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are an: necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA's prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.