Common use of Hits Software Title Clause in Contracts

Hits Software Title. Publisher shall submit to Microsoft, at [***] a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 6 for each Sales Territory. The Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Hits Programs Election Form as required hereunder (e.g. as a result of the Publisher not providing a Hits Programs Election Form or because Microsoft has not approved the Hits Programs Election Form), the royalty rate for such Hits Software Title will default to [***] (i.e., if Microsoft does not approve a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to[***]). Unless the Software Title is a Family Hits Title, the first time a Software Title is Commercially Released as a Hits Software Title, the [***] royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the WSP requirements set forth in Table 1 above, Publisher may select the [***] royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [***] royalty rate. [***] after the Commercial Release of a Hits Software Title at the [***] royalty rate, Publisher may elect to change the previously elected royalty rate for such Hits Software Title to [***] in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP that meets the requirements for [***] royalty rate in Table 1 above. Publisher must submit to Microsoft, at least [***] before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached hereto to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g. e.g., as a result of the Publisher not providing a an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] (i.e., if Microsoft does not approve a an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default toto Tier [***]). 1. Unless the Software Title is a Family Hits TitlePublisher may elect either [***], the first time a Software Title is Commercially Released as a Hits Software Title[***], the or [***] royalty rate will apply. However, if at initial Commercial Release as a Hits Software Title provided that the Software Title is a Family Hits Title and meets the WSP Threshold Price requirements set forth in Table 1 above, Publisher may select the . 2. After [***] royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [***] royalty rate. [***] after days from the Commercial Release of a Hits Software Title at the [***] royalty rateTitle, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to [***] a lower Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP Threshold Price that meets the requirements for [***] the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [****] a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 6 for each Sales Territory. The Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Hits Programs Election Form as required hereunder (e.g. as a result of the Publisher not providing a Hits Programs Election Form or because Microsoft has not approved the Hits Programs Election Form), the royalty rate for such Hits Software Title will default to [****] (i.e., if Microsoft does not approve a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default toto [****]). Unless the Software Title is a Family Hits Title, the first time a Software Title is Commercially Released as a Hits Software Title, the [****] royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the WSP requirements set forth in Table 1 above, Publisher may select the [****] royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [****] royalty rate. [****] after the Commercial Release of a Hits Software Title at the [****] royalty rate, Publisher may elect to change the previously elected royalty rate for such Hits Software Title to [****] in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP that meets the requirements for [****] royalty rate in Table 1 above. Publisher must submit to Microsoft, at least [****] before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at [least ***] * prior to the targeted Commercial Release of the Hits Software Title a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 6 for each Sales Territory. The Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Hits Programs Election Form as required hereunder (e.g. as a result of the Publisher not providing a Hits Programs Election Form or because Microsoft has not approved the Hits Programs Election Form), the royalty rate for such Hits Software Title will default to [***] * (i.e., if Microsoft does not approve a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to[to ***]*). Unless the Software Title is a Family Hits Title, the first time a Software Title is Commercially Released as a Hits Software Title, the [***] * royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the WSP requirements set forth in Table 1 above, Publisher may select the [***] * royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [***] * royalty rate. [Beginning ***] * after the Commercial Release of a Hits Software Title at the [***] * royalty rate, Publisher may elect to change the previously elected royalty rate for such Hits Software Title to [***] * in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP that meets the requirements for [***] * royalty rate in Table 1 above. Publisher must submit to Microsoft, at least [***] * before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***xxxx] of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached hereto to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g. e.g., as a result of the Publisher not providing a an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to [***xxxx] (i.e., if Microsoft does not approve a an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default toto [***xxxx]). 1. Unless the Software Title is a Family Publisher may elect either Hits Title, the first time a Software Title is Commercially Released [xxxx] or Hits [xxxx] at initial Commercial Release as a Hits Software Title, the [***] royalty rate will apply. However, if Title provided that the Software Title is a Family Hits Title and meets the WSP Threshold Price requirements set forth in Table 1 above, . Publisher may select change the [***] royalty rate. For the avoidance of doubt, all Hits Tier for a Hits Software Titles for the European Title in a specific Sales Territory shall default to the a maximum of [***xxxx] royalty ratetimes. 2. After [***xxxx] after from the Commercial Release of a Hits Software Title at the [***] royalty rateTitle, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to the [***xxxx] Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP Threshold Price that meets the requirements for [***] the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [xxxx] must elapse before Publisher can make an additional [xxxx] Hits Tier change, subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above. 3. Provided that at least [xxxx] have elapsed since the prior Hits Tier selection and subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a [xxxx] Hits Tier royalty rate in a specific Sales Territory, provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. 4. Effective [xxxx], Publisher may elect to change the previously elected Hits Tier to Hits [xxxx] for Hits Software Titles manufactured on or after [xxxx], if (i) such Hits Software Titles have a Threshold Price that meets the requirements for Hits [xxxx] in Table 1 above; and (ii) at least [xxxx] have elapsed since the last Hits Tier selection for [xxxx] Hits Tier changes and at least [xxxx] have elapsed since the last Hits Tier selection for [xxxx] Hits Tier changes. For Hits FPUs manufactured for the Japan and Asian Sales Territories, Publisher may elect Hits [xxxx], Hits [xxxx] or Hits [xxxx] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the applicable Threshold Price requirements set forth in Table 1 above. 5. Publisher must submit to Microsoft, at least [***xxxx] before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall [***] submit to Microsoft, at least [***] of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached hereto to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g. e.g., as a result of the Publisher not providing a an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to [***] (i.e., if Microsoft does not approve a an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default toto [***]). 1. Unless the Software Title is a Family Publisher may elect either Hits Title, the first time a Software Title is Commercially Released as a Hits Software Title, the [***] royalty rate will apply. However, if or Hits [***] at initial Commercial Release as a Hits Software Title provided that the Software Title is a Family Hits Title and meets the WSP Threshold Price requirements set forth in Table 1 above, . Publisher may select change the Hits Tier for a Hits Software Title in a specific Sales Territory a maximum of two (2) times. 2. After [***] royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [***] royalty rate. [***] after from the Commercial Release of a Hits Software Title at the [***] royalty rateTitle, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to [***] the next sequential Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a WSP or SRP Threshold Price that meets the requirements for [***] the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [***] must elapse before Publisher can make an additional sequential Hits Tier change, subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above. 3. Provided that at least [***] have elapsed since the prior Hits Tier selection and subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a non-sequential Hits Tier royalty rate in a specific Sales Territory, provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. 4. Effective [***], Publisher may elect to change the previously elected Hits Tier to Hits [***] for Hits Software Titles manufactured on or after [***], if (i) such Hits Software Titles have a Threshold Price that meets the requirements for Hits [***] in Table 1 above; and (ii) at least [***] have elapsed since the last Hits Tier selection for sequential Hits Tier changes and at least [***] have elapsed since the last Hits Tier selection for non-sequential Hits Tier changes. For Hits FPUs manufactured for the Japan and Asian Sales Territories, Publisher may elect Hits [***], Hits [***] or Hits [***] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the applicable Threshold Price requirements set forth in Table 1 above. 5. Publisher must submit to Microsoft, at least [***] before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.. NOV. 2012 v6.0 2 Microsoft Confidential