Common use of Hits Programs Clause in Contracts

Hits Programs. 2.1 Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Platinum or Classic Family Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”). If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least [***] days notice of its intent to have a certain Software Title participate in the Hits Program; and b) a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 no later than [***] business days days prior to the targeted Commercial Release of the Hit FPU. If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU 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 royalty rate in Table 2 of Section 3 of this Amendment applicable to “Hit FPUs.” In order for a Software Title to qualify as a Hits FPU in a Sales Territory, the following conditions, as applicable per Hits Program, must be satisfied: 2.1.1 For all Hits Programs, the Software Title must have been commercially available as a Standard FPU in the applicable Sales Territory for at least [***] continuous months but not more than [***] months. Notwithstanding the foregoing, a Software Title intended to qualify as Hit FPU in the Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until June 30, 2007 may qualify after [***] months. 2.1.2 To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating from the ESRB; a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger. Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program. 2.1.3 In any calendar year in a Sales Territory, Publisher may not publish more than [***] Software Titles as part of the Platinum or Classic Hits Family Program. 2.1.4 As of the date Publisher wishes to Commercially Release the Software Title as a Hits FPU, Publisher must have manufactured the following minimum quantities of Standard FPUs of the Software Title for the applicable time period, Sales Territory and Hits Program. Platinum or Classic Hits [***] [***] [***] [***] Platinum or Classic Family Hits [***] [***] [***] [***] Platinum or Classic Hits [***] [***] [***] [***] Platinum or Classic Family Hits [***] [***] [***] [***] 2.1.5 Software Titles in the European Sales Region that had an original Commercial Release date on Xbox 360 before December 31, 2005 may qualify to join the launch of the Classics Program in Europe if they manufactured in excess of [***] units as opposed to the [***] listed above. This is a one time only choice and the Publisher must confirm its intent to participate by submitting an Exhibit 1 form no later than September 15, 2006. 2.2 All Marketing Materials for a Hit FPU must comply with all Microsoft branding requirements as may be required in each Sales Territory and Publisher shall submit all such Marketing Materials to Microsoft for its approval in accordance with the Xbox 360 PLA. Notwithstanding the foregoing, all Hit FPUs must comply with the basic branding and other requirements for Marketing Materials set forth in the Xbox 360 Publisher Guide. 2.3 The Hit FPU version must be the same or substantially equivalent to the Standard FPU version of the Software Title. Publisher may modify or add additional content or features to the Hit FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s review and approval, which approval shall not be unreasonably withheld, and Publisher acknowledges that any such modifications or additions may require the Software Title to be re-Certified at Publisher’s expense. 2.4 Publisher acknowledges that Microsoft may change any of the qualifications for participation in a Hit Program upon forty-five (45) days advanced written notice to Publisher.

Hits Programs. 2.1 5.1 Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Hits, Platinum or Classic Family Hits or Super Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”). If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least [***] days notice of its intent to have a certain Software Title participate in the Hits Program; and b) with a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 3 no later than [***] business days days * prior to the targeted Commercial Release of the Hit FPU. If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU 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 royalty Base Royalty rate in Table 2 of Section 3 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, as applicable per Hits Program, must be satisfied: 2.1.1 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 [***] continuous months * but not more than [***] months*. Notwithstanding the foregoing, a Software Title intended to may qualify as a Hit FPU in the European or Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until June 30, 2007 may qualify after [Territory ***] months*. 2.1.2 5.1.2 To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating rating, from the ESRB; ESRB and/or a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan Europe and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger. Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program. 2.1.3 5.1.3 In any calendar year **** in a Sales Territory, Publisher may not publish more than [***] * Software Titles as part of the Platinum or Classic Hits Family Program. 2.1.4 As of the date Publisher wishes to Commercially Release the 5.1.4 To qualify as a “Super Hit,” a Software Title must have been a Hits FPU for at least ****. The manufacturing requirements are different depending on whether a potential Super Hit started out as a Hits FPU, Platinum or Classic Hit or Platinum or Classic Family Hit. No Software Title may be released as a Super Hit prior to ****. * Confidential portion omitted and filed separately with the Securities and Exchange Commission. 5.1.5 Publisher must have manufactured the following minimum quantities of Standard and/or Hit FPUs of the Software Title (as indicated below) for the applicable time period, Sales Territory and Hits Program. Platinum or Classic Hits [- Must be Standard FPUs ***] [* ***] [* ***] [* ***] * Super Hits from Platinum or Classic Hits - Must be Standard, Platinum or Classics Hit FPUs **** **** **** **** Platinum or Classic Family Hits [- Must be Standard FPUs ***] [* ***] [* ***] [* ***] Platinum or Classic * Super Hits [***] [***] [***] [***] from Platinum or Classic Family Hits [- Must be Standard, Platinum or Classic Family Hit FPUs ***] [* ***] [* ***] [* ***]* 2.1.5 Software Titles 5.1.6 The Wholesale Price per Hit FPU other than Super Hits must not exceed **** in the North American Sales Territory, the equivalent of **** in local currency for the Asian Sales Territory, **** in the European Sales Region that had an original Commercial Release date on Xbox 360 before December 31, 2005 may qualify to join Territory; and the launch of the Classics Program in Europe if they manufactured in excess of [suggested retail price must be less than ***] units as opposed to * in the [Japan Sales Territory. The Wholesale Price per Super Hits FPU must not exceed ***] listed above. This is a one time only choice * in the North American Sales Territory, the equivalent of **** in local currency for the Asia Sales Territory and **** in the Publisher must confirm its intent to participate by submitting an Exhibit 1 form no later than September 15, 2006European Sales Territory. 2.2 5.2 All Marketing Materials for a Hit FPU must clearly comply with all Microsoft branding requirements as may be required in each Sales Territory and Publisher shall submit all such Marketing Materials to Microsoft for its approval in accordance with the Xbox 360 PLA. Notwithstanding the foregoing, all Hit FPUs must comply with the basic branding and other requirements for Marketing Materials set forth in the Xbox 360 Publisher Guide. 2.3 5.3 The Hit FPU version must be the same or substantially equivalent to the Standard FPU version of the Software Title. Publisher may modify or add additional content or features to the Hit FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s review and approval, which approval shall not be unreasonably withheld, and Publisher acknowledges that any such modifications or additions may require the Software Title to be re-Certified at Publisher’s expense. 2.4 Publisher acknowledges that Microsoft may change any of the qualifications for participation in a Hit Program upon forty-five (45) days advanced written notice to Publisher.

Hits Programs. 2.1 Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Platinum or Classic Family Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”). If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least [***] days * notice of its intent to have a certain Software Title participate in the Hits Program; and b) a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 no later than [***] business days days * prior to the targeted Commercial Release of the Hit FPU. If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU 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 royalty rate in Table 2 of Section 3 of this Amendment applicable to “Hit FPUs.” In order for a Software Title to qualify as a Hits FPU in a Sales Territory, the following conditions, as applicable per Hits Program, must be satisfied: 2.1.1 For all Hits Programs, the Software Title must have been commercially available as a Standard FPU in the applicable Sales Territory for at least [***] continuous months * but not more than [***] months*. Notwithstanding the foregoing, a Software Title intended to qualify as a Hit FPU in the Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until June 30, 2007 **** may qualify after [***] months*. * Confidential portion omitted and filed separately with the Securities and Exchange Commission. 2.1.2 To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating from the ESRB; a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger. Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program. 2.1.3 In any calendar year in a Sales Territory, Publisher may not publish more than [***] * Software Titles as part of the Platinum or Classic Hits Family Program. 2.1.4 As of the date Publisher wishes to Commercially Release the Software Title as a Hits FPU, Publisher must have manufactured the following minimum quantities of Standard FPUs of the Software Title for the applicable time period, Sales Territory and Hits Program. Platinum or Classic Hits [***] [* ***] [* ***] [* ***] Platinum or Classic Family Hits [* ***] [* ***] [* ***] [* ***] Platinum or Classic Hits [* ***] [* ***] [* ***] [* ***] Platinum or Classic Family Hits [* ***] [* ***] [* ***] [* ***]* **** **** **** **** 2.1.5 Software Titles in the European Sales Region that had an original Commercial Release date on Xbox 360 before December 31, 2005 **** may qualify to join the launch of the Classics Program in Europe if they manufactured in excess of [***] units * as opposed to the [***] * listed above. This is a one time only choice and the Publisher must confirm its intent to participate by submitting an Exhibit 1 form no later than September 15, 2006****. 2.2 All Marketing Materials for a Hit FPU must comply with all Microsoft branding requirements as may be required in each Sales Territory and Publisher shall submit all such Marketing Materials to Microsoft for its approval in accordance with the Xbox 360 PLA. Notwithstanding the foregoing, all Hit FPUs must comply with the basic branding and other requirements for Marketing Materials set forth in the Xbox 360 Publisher Guide. 2.3 The Hit FPU version must be the same or substantially equivalent to the Standard FPU version of the Software Title. Publisher may modify or add additional content or features to the Hit FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s review and approval, which approval shall not be unreasonably withheld, and Publisher acknowledges that any such modifications or additions may require the Software Title to be re-Certified at Publisher’s expense. 2.4 Publisher acknowledges that Microsoft may change any of the qualifications for participation in a Hit Program upon forty-five (45) days **** advanced written notice to Publisher.

Hits Programs. 2.1 5.1 Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Hits, Platinum or Classic Family Hits or Super Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”). If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least [***] days notice of its intent to have a certain Software Title participate in the Hits Program; and b) with a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 3 no later than [***] business days days prior to the targeted Commercial Release of the Hit FPU. If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU 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 royalty Base Royalty rate in Table 2 of Section 3 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, as applicable per Hits Program, must be satisfied: 2.1.1 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 [***] continuous months but not more than [***] months. Notwithstanding the foregoing, a Software Title intended to may qualify as a Hit FPU in the European or Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until June 30, 2007 may qualify after Territory [***] months. 2.1.2 5.1.2 To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating rating, from the ESRB; ESRB and/or a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan Europe and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger. Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program. 2.1.3 5.1.3 In any calendar year [*] in a Sales Territory, Publisher may not publish more than [***] Software Titles as part of the Platinum or Classic Hits Family Program. 2.1.4 As of the date Publisher wishes to Commercially Release the 5.1.4 To qualify as a “Super Hit,” a Software Title must have been a Hits FPU for at least [*] . The manufacturing requirements are different depending on whether a potential Super Hit started out as a Hits FPU, Platinum or Classic Hit or Platinum or Classic Family Hit. No Software Title may be released as a Super Hit prior to [*]. 5.1.5 Publisher must have manufactured the following minimum quantities of Standard and/or Hit FPUs of the Software Title (as indicated below) for the applicable time period, Sales Territory and Hits Program. Platinum or Classic Hits [***] [***] [***] [***] Platinum or Classic Family Hits [***] [***] [***] [***] Platinum or Classic Hits [***] [***] [***] [***] Platinum or Classic Family Hits [***] [***] [***] [***] 2.1.5 Software Titles in the European Sales Region that had an original Commercial Release date on Xbox 360 before December 31, 2005 may qualify to join the launch of the Classics Program in Europe if they manufactured in excess of [***] units as opposed to the [***] listed above. This is a one time only choice and the Publisher must confirm its intent to participate by submitting an Exhibit 1 form no later than September 15, 2006. 2.2 All Marketing Materials for a Hit FPU must comply with all Microsoft branding requirements as may be required in each Sales Territory and Publisher shall submit all such Marketing Materials to Microsoft for its approval in accordance with the Xbox 360 PLA. Notwithstanding the foregoing, all Hit FPUs must comply with the basic branding and other requirements for Marketing Materials set forth in the Xbox 360 Publisher Guide. 2.3 The Hit FPU version must be the same or substantially equivalent to the Standard FPU version of the Software Title. Publisher may modify or add additional content or features to the Hit FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s review and approval, which approval shall not be unreasonably withheld, and Publisher acknowledges that any such modifications or additions may require the Software Title to be re-Certified at Publisher’s expense. 2.4 Publisher acknowledges that Microsoft may change any of the qualifications for participation in a Hit Program upon forty-five (45) days advanced written notice to Publisher.