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EXHIBIT 10.23
PLAYSTATION(R) LICENSED PUBLISHER - SUPPLEMENTAL AGREEMENT
THIS AGREEMENT is entered into the 11 day of April 1996 and is supplemental to
the Licensed Publisher Agreement ("LPA") dated the 10th day of
November 1995 by and between
SONY COMPUTER ENTERTAINMENT EUROPE
(a Division of SONY ELECTRONIC PUBLISHING LIMITED)
of 00 Xxxxx Xxxxxxxxxxx Xxxxxx, Xxxxxx X0X 0XX
(hereinafter referred to as "SCEE")
- and -
THQ INCORPORATED
of 0000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, XXX
(hereinafter referred to as "Publisher")
PUBLISHER AUTHORISATION #: 062
In consideration of the undertakings, representations and warranties given
herein, and of other good and valuable consideration the receipt and
sufficiency of which is acknowledged, PUBLISHER AND SCEE HEREBY AGREE AS
FOLLOWS:
Licensed Territory
(1) The Licensed Territory as defined in LPA Clause 1.2 and Schedule 1
shall be deemed to have included AUSTRALIA & NEW ZEALAND ab initio.
(2) With effect from 1 June 1996, the Licensed Territory shall
additionally include
CYPRUS
GIBRALTAR
MALTA
BULGARIA
CZECH REPUBLIC
ESTONIA
HUNGARY
LATVIA
LITHUANIA
POLAND
RUSSIAN FEDERATION
BAHRAIN
KUWAIT
OMAN
QATAR
SAUDI ARABIA
UNITED ARAB EMIRATES
YEMEN
(3) Publishing (including, without limitation, distributing) PlayStation
Software products outside the Licensed Territory will continue to be a
breach of the LPA.
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Rental
(1) With effect from 1 April 1996, the provisions of LPA Clause 3.3 shall
be modified to the effect that Publisher shall be entitled to
undertake or authorise the rental or lending of PlayStation Software
products within the Licensed Territory.
(2) If the Master Disc content of the Rental version of any product varies
from that of the retail version (if any) of the same product, then the
Rental version will be allocated a different SCEE Product Code.
(3) Subject to (2) above, all Rental products (and associated materials)
shall be subject to the Specifications (as defined in the LPA and set
forth in SCEE's Specifications & Procedures manual, as amended from
time to time), and to the Procedures (specifically including, but
without limitation, those relating to submissions, evaluation and
approvals) also set forth in such manual, including specifically but
without limitation any such Specifications and/or Procedures which
relate specifically to Rental products.
(4) The Manufacture of Licensed Products & Associated Materials provisions
of LPA Clause 6, and the Purchase Price provisions of LPA Clauses 7.1
to 7.3 (but not the Returns provisions of LPA Clause 7.4) and of LPA
Schedule 2 (but not Schedule 2[R]), shall apply to all Rental
products.
If the Master Disc content of a Rental product is identical to that of
the retail version (if any) of the same product, there will be no
repeat Mastering Charge (as referred to in LPA Schedule 2). However,
any variance in Master Disc content for a Rental product [for example,
additional Trailers in Start-Up Sequence] will require the payment of
the same Mastering Charge as for retail products.
Purchases of a Rental product and of the retail version (if any) of
the same product will be counted cumulatively for purposes of
Cumulative Purchase Orders Adjustment (as detailed in LPA Schedule 2).
(5) Publisher warrants and represents that it shall obtain all necessary
consents and clearances from, and make all necessary payments to,
third parties whose rights in respect of Rental products are protected
under the European Council Rental Rights Directive and the
corresponding national implementing legislation of European Union
member states (and any similar legislation in any other country of the
Licensed Territory); and the indemnity provisions of LPA Clause 11.2
shall apply to such warranty.
(6) The undertaking or authorising of any renting or lending of
PlayStation Software except as authorised herein and subject to
Specifications and/or Procedures (as referred to in (3) above) shall
continue to be a breach of the LPA. The provisions of LPA Clause 13.2
will apply to any such breach and the repetition of prior material
breach provisions of LPA Clause 13.1(i) will apply to the repetition
of any such breach.
Demonstration & Promotion Discs
(1) With effect from 1 April 1996, the production of Demo Discs (for use
as magazine covermounts and similar or related purposes) and of Promo
Discs (for use as salesmen's samples and similar or related purposes),
will be available on a not-for-retail basis.
(2) All Demo & Promo Discs (and associated materials) shall be subject to
the Specifications (as defined in the LPA and set forth in SCEE's
Specifications & Procedures manual, as amended from
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time to time), and to the Procedures (specifically including, but
without limitation, those relating to submissions, evaluation and
approvals) also set forth in such manual, including specifically but
without limitation any such Specifications and/or Procedures which
relate specifically to Demo and/or Promo Discs.
(3) The Manufacture of Licensed Products & Associated Materials provisions
of LPA Clause 6, and, subject as provided below, the Purchase Price
provisions of LPA Clauses 7.1 to 7.3 (but not the Returns provisions
of LPA Clause 7.4 and Schedule 2[R]), shall apply to all Demo & Promo
Discs. However, the Purchase Price for Demo & Promo Discs will be as
set forth in Exhibits A and B hereto respectively (and not as set
forth in LPA Schedule 2).
Purchases of Demo and/or Promo Discs and of the retail version(s) of
the same product(s) will not be counted cumulatively for purposes of
Cumulative Purchase Orders Adjustment (as detailed in LPA Schedule 2).
SUBJECT only to the foregoing, all the terms and conditions of the LPA shall
apply to Rental, Demo & Promo Discs and shall continue in full force and
effect.
IN WITNESS WHEREOF the parties hereto have caused this Supplemental Agreement to
be executed as of the date first above written.
SONY COMPUTER ENTERTAINMENT EUROPE THQ INCORPORATED
(a Division of SONY ELECTRONIC
PUBLISHING LIMITED)
[SIG] [SIG]
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Signature Signature
Xxxxxxxxxxx Xxxxxxx XX XXXXXXX
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Name Signatory's Name (please print)
PRESIDENT PRESIDENT
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Title Title
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Exhibit A
PURCHASE PRICE - DEMO DISC
For Demo Disc product unit comprising:
o 1 (one) black PlayStation interactive software Disc
o standard Demo Disc Label
pound sterling 0.85 per unit
o optional maxicase (audio CD Single jewel case)
or plain paper pochette, including assembly
pound sterling 0.10 per unit
o PlayStation Disc mastering (initial order only) pound sterling 750.00 per product
Minimum order quantity 10,000 units
Exhibit B
PURCHASE PRICE - PROMO DISC
For Promo Disc product unit comprising:
o 1 (one) black PlayStation interactive software Disc
o standard Promo Disc Label
o maxicase (audio CD Single jewel case), including assembly
pound sterling 1.25 per unit
o PlayStation Disc mastering pound sterling 750.00 per product
(unless Disc mastering charge already paid for retail
version of same product)
Minimum order quantity - initial order 1,000 units
- reorders 300 units
Maximum order quantity (single order or aggregate) 2,500 units
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