EXHIBIT 10.3
AMENDMENT NUMBER FOUR TO THE PRODUCT AGREEMENT
This AMENDMENT NUMBER FOUR TO, THE PRODUCT AGREEMENT ("AMENDMENT NUMBER
FOUR") is effective this 24th day of January, 2002, by and between and among
INTERPLAY ENTERTAINMENT CORP. ("INTERPLAY"), INFOGRAMES INTERACTIVE, INC.
("INFOGRAMES") and BIOWARE CORP. ("DEVELOPER").
1. Reference is made to the Product Agreement between Interplay and
Developer dated as of February 26, 1999 (the "Agreement"), as amended, in
connection with the development of the computer game known as "Neverwinter
Nights 2" (the "Product"). Notwithstanding any prior statements by Developer,
the Agreement is in full force and effect as of the date hereof and has never
been terminated. This agreement, when fully executed, shall constitute the
further agreement between and among Interplay, Infogrames and Developer with
respect to such Agreement, each party having hereby acknowledged thc good,
valuable and sufficient consideration exchanged in connection therewith.
2. Interplay hereby assigns the Agreement to Infogrames, including all of
its past, current and future rights and obligations pursuant to the Agreement,
including all intellectual property rights in and to the Product it has acquired
pursuant to the Agreement. Infogrames hereby assumes all of such rights and
agrees to perform such obligations, and Developer contents to such assignment.
It is expressly understood and agreed to between the parties that pursuant to
this Amendment Number Four, Interplay, its parent, affiliated and subsidiary
corporations, divisions, present and former stockholders, directors, officers,
employees, agents, and attorneys (collectively, the "INTERPLAY Parties"), shall
have no further past, current or future rights, obligations and liabilities,
known or unknown, pursuant to or arising in connection with the Agreement.
Developer, Infogrames, Interplay and the Interplay Parties release, remise,
relieve and forever discharge each other, and each of their parent affiliated
and subsidiary corporations, divisions, present and former stockholders,
director, officers, employees, agents, and attorneys from all claims, demands,
actions, causes of action, liabilities, demands and/or law suits, in law or in
equity, of every kind and nature, known or unknown, regardless of when occurred,
arising out of or resulting from the Agreement (collectively, the "Released
Claims"), which Developer, Interplay, the Interplay Parties and Infogrames now
have and/or have had against any of the forgoing entities, whether heretofore in
dispute or known or unknown, suspected or unsuspected. In addition, Developer,
Interplay and the Interplay Parties release each other from any and all Released
Claims such parties may in the future have against each other. Developer
represents and warrants to Infogrames and Interplay and the Interplay Parties
represent and warrant to Developer and Infogrames that neither has conveyed,
assigned to any third party, or otherwise encumbered any of their claims and/or
rights under the Agreement and that all intellectual property rights in and to
the Product and all elements thereof are owned by either Developer or Interplay,
as set forth in the Agreement, and that neither party has assigned or encumbered
any such intellectual property. Without limiting the generality of the
foregoing, Interplay, the Interplay Parties, Developer and Infogrames each
acknowledge its awareness of, and do hereby waive the provisions of Section 1542
of the Civil Code of the State of California which reads as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
3. Notwithstanding, and in lieu of, anything to the contrary expressed or
implied in the Agreement, the Final Delivery Date of the Product shall be April
30, 2002.
4. Paragraph 2 of the Agreement ("Consideration") is hereby amended to
include the following additional provisions:
"2.03 Infogrames shall make compensation payments to BioWare to the extent
required by section C(5) of Schedule A attached hereto.
2.04 It is agreed that timely payment by Infogrames of royalty advance
payments, royalty payments and compensation payments pursuant, to Sections 2.01,
2.02 and 2.03 shall be considered a material term of the Agreement for purposes
of the termination for cause provisions set forth therein."
5. Paragraph 4.02 of the Agreement is hereby amended to include the
following additional sentence afar the first sentence of that paragraph:
"In addition, Developer's logo shall be on the front of the package. In
addition, Infogrames shall use commercially reasonable efforts to give Developer
credit in key materials used for the promotion, advertising and marketing of the
Product where providing such credit h practical."
6. Paragraph 4.03 of the Agreement is hereby amended to include the
following additional provisions: "Infogrames' marketing of the Product shall be
consistent with industry standards generally applicable to first-class or so
called `AAA' PC CD-ROM role playing game entertainment software products,
including that the spend obligation shall be a minimum of $600,000 and shall be
unconditional, commensurate with an `AAA' title. In connection with the
foregoing, Infogrames will prepare a marketing plan for the Product and review
such plan with Developer."
7. Paragraph 4.04 of the Agreement is hereby amended to change the planned
release date to May 15, 2002 and the reference to ninety (90) days is hereby
changed to forty five (45) days. This section shall only apply to the English
language version of the Product.
8. Paragraph 5.01 is amended to include the following: "Developer hereby
represents and warrants that it is duly licensed, or will be duly licensed by
the time any such third party materials are used in the Product, to use the
third party materials included in the definition of the Developer Properties and
that inclusion of such materials in the Product and Infogrames' exploitation of
the Product shall not subject Infogrames or its customers to any liability to
any such third party."
9. Paragraph 5.03 of the Agreement is hereby deleted in its entirety.
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10. Paragraph 6.01 of the Agreement is hereby deleted in its entirety and
replaced with the following: "Developer hereby agrees to indemnify and hold
harmless Infogrames from any and all claims, suits, judgments, costs, expenses
(including costs of suit and reasonable attorney's fees) and damages
(collectively, the "Claims"), on an as incurred basis, as a result of
Developer's breach of any of Developer's representations, warranties, and
agreements herein made, provided, however, that Developer shall have been
provided with prompt written notice of the assertion of any such claim and that
Developer shall have the authority and power to control the defense and/or
settlement thereof, subject to the right of Infogrames to participate in any
such proceeding at its own expense with counsel of its own choosing. Infogrames
shall not agree to the settlement of any such claim, action or proceeding
without the prior written consent of Developer, which written consent shall not
be unreasonably withheld. As used in this paragraph 6.01, "Infogrames" shall
also include the officers, directors, agents and employees of Infogrames, or any
of its subsidiaries or affiliates." It is expressly understood and acknowledged
between Infogrames and Interplay that in connection with Interplay's use of
streaming/download rights in the Product in Korea and cluebook rights in the
Product, Infogrames makes the same representations, warranties and
indemnifications to Interplay that BioWare provides to Infogrames pursuant to
the Agreement.
11. Paragraph 7.02 of the Agreement is hereby deleted in its entirety and
replaced with the following: "In the event a breach under section 7.01 above
shall occur, except as otherwise provided in and subject to Schedule A,
Paragraph C, subsection (3), Infogrames shall have the right upon a thirty (30)
day written notice to Developer to terminate this Agreement unless Developer has
cured the breach within the thirty (30) day cure period. In the event of
termination pursuant to this paragraph, Infogrames shall have all right and
title to the Deliverables (except for title in the Developer Properties), as
defined in Schedule A, Paragraph A, subsection (2), developed up to and
including the date of termination. In addition to the Deliverables already
delivered to Infogrames of the date of termination, Developer shall provide
Infogrames with all Developer Properties existing as of the date of termination
as needed by Infogrames to complete the development of the Product as provided
for by the terms and conditions of the Agreement. In the event any Developer
Properties are used in the final version of the Product, Infogrames shall pay
Developer the royalty amount as specified in Schedule A, Paragraph E."
12. Paragraph 8.02 of the Agreement is hereby amended to include the
following: "In the event a breach under section 8.01 above shall occur,
Developer shall have the right upon a thirty (30) day written notice to
Infogrames to terminate this Agreement unless Infogrames has cured the breach
within the thirty (30) day period."
13. Paragraph 9.01 of the Agreement is hereby deleted in its entirety and
replaced with the following: "The Developer understands that changes in
circumstances may require that Infogrames terminate this Agreement before all
milestones are completed. In the event of a termination pursuant to this
paragraph, it is agreed that Infogrames shall forfeit all right and title to the
Deliverables, as defined in Schedule A, Paragraph A, subsection (2), and may
make no use of said Deliverables or any other material defined herein as the
exclusive property of the Developer, either in whole or in part. It is further
agreed that the damages to Developer as a result of termination pursuant to this
paragraph are not readily ascertainable at the time of execution of this
Agreement and, as such, the parties agree that Developer shall retain all
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payments, including milestone paymenus, royalty advances (if any) and other
payments made pursuant to this Agreement as liquidated damages. Notwithstanding
anything to the contrary contained herein, and subject to Paragraph 1.02(f) of
the Agreement, Infogrames shall retain all rights in and to Infogrames'
intellectual property which may be contained in the Deliverables. Developer
shall be precluded from using any such intellectual property without the prior
written permission of Infogrames."
14. Paragraph 9.02 of the Agreement is hereby deleted and Paragraph 9.03 of
the Agreement is hereby amended to include only the following sections as
surviving the termination or expiration of the Agreement: 1.01, 1.02, 1.05, 2,
4.01, 4.02, 4.03, 4.05, 5, 6, 7.02, 8.02, 8.03, 9.03, 10, 11.03, 11.04. 11.05,
11.06, 11.07, 11.08, Schedule A, subsection C(5), Schedule A, subsection E and
Schedule B.
15. Paragraph 10.01 of the Agreement relating to notice to Developer is
hereby amended to include the following in the section "WITH A COPY TO:"
"XXXXXX & XXXXXXX LLP
Center Tower, 000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
X.X. Xxx 0000
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
ATTN: Xxxx Xxxxxx"
In addition, any notices sent to Interplay and/or Infogrames shall be sent to:
INFOGRAMES INTERACTIVE, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
16. Paragraph 11.01 of the Agreement is hereby amended to include the
following sentence: "Sublicenses covering substantially all distribution rights
of the Product in each of the following countries shall be subject to the prior
written approval of Developer, not to be unreasonably withheld: the United
States, Canada, England, France, Germany, Australia, Sweden, Norway, Denmark and
Korea. Sublicenses shall not include any agreements between Infogrames and any
of its related entities. All agreements entered into by Infogrames with its
related entities shall be at arms length and royalty payments shall be made by
Infogrames to Developer as if Infogrames were the distributor of the Product,
and not the related entity."
17. The minimum system requirements set forth in Schedule A paragraph A(1)
is hereby amended to read: "P2-300, 16meg 3D Video card (e.g. TNT II), 8X CD-ROM
drive and 96 Megs RAM."
18. Paragraph C(5) of Schedule A is hereby deleted in its entirety and
replaced with the following: "In the event Infogrames provides development
services or content (other than Quality Assurance Testing, localization of
assets but not compilation or integration of assets, sound effects, music and
marketing for which Infogrames shall pay all costs and not recoup against
royalties due to Developer subject to the provisions of Section 4.04) to the
Product (in
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addition to such services or content required of Infogrames as more fully set
forth in the Design Document for the Product), then the cost and expense
incurred by Infogrames shall be treated as an advance which will be recoupable
against royalties payable to the Developer hereunder. Notwithstanding the
foregoing, Infogrames shall pay all costs for audio creation (but not
integration) up to $300,000, Infogrames' localization of assets, QA testing
undertaken by Infogrames, and marketing and publicity undertaken by Infogrames,
all of which shall be nonrecoupable against royalties due to Developer."
19. Without limiting the generality of anything contained in Schedule A,
Section C, Paragraph 5 of the Agreement, the parties expressly understand and
agree that:
(a) Developer shall perform, or have third parties perform on its behalf,
all audio work with respect to the Product, including all audio creation and
integration, and Infogrames shall pay Developer's actual reasonable costs up to
Three Hundred Thousand Dollars ($300,000) in connection with any such audio
creation, at a rate not to exceed $40 USD per sound for Developer created
sounds, and at cost for third party created sounds, it being further understood
and agreed that no other amounts shall be due from Infogrames to Developer in
connection with the development and localization of the Product, excepting that
Infogrames shall be responsible for those costs it is listed as being
responsible for in Sections 19(b), (d) and (e) below. Infogrames agrees that any
such payments by Infogrames shall be non-recoupable against royalties due to
Developer. Any such payments shall be due within thirty (30) days of invoicing.
(b) In addition, at its sole cost and expense, Developer shall provide
Infogrames with all text and audio assets necessary for the localization of the
Product, and Infogrames, at its sole cost and expense, shall translate such
assets and any localized audio required and supply them to Developer. Infogrames
agrees that any such costs incurred by Infogrames shall be non-recoupable
against royalties due to Developer.
(c) Developer, at its sole cost and expense, shall integrate such localized
assets with the appropriate code and deliver localized gold masters to
Infogrames. Developer shall perform such work in parallel with its work on the
English language version of the Product and shall use its best commercially
reasonable efforts to complete the localized versions of the Product
simultaneously with the English version of the Product.
(d) Infogrames shall pay for all of its marketing and promotion, and any
costs relating thereto shall be non-recoupable against royalties due to
Developer. In the event Developer desires to undertake any such activities, all
such activities shall be paid for by Developer.
(e) Infogrames shall, at its sole cost and expense, perform quality
assurance testing in connection with the Product, the amount and detail of which
shall be no less than Infogrames performs in connection with its other "AAA" PC
CD-ROM role playing game entertainment software products. In order for
Infogrames to perform adequate testing, Developer shall deliver versions or
elements of the Product as reasonably requested by Infogrames, including a beta
version of the Product, which shall be delivered to Infogrames by no later than
April 1, 2002. Developer shall actively consult with Infogrames' quality
assurance personnel as
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reasonably requested and required while Infogrames is testing the Product
Infogrames agrees that any costs incurred by Infogrames in connection with the
quality assurance testing shall be non- recoupable against royalties due to
Developer.
20. Schedule B is hereby deleted in its entirety and replaced with the
following:
"The following components of the Product shall defined as follows:
Net Server Code:
The Net Server Code is not resident in the Product game code, but is derived
from and built upon the GameSpy technology (see section 2 of this Schedule
below) licensed for use in Neverwinter Nights 2. The Net Server Code is that
code build around GameSpy-licensed code allowing the GameSpy code to work with
Neverwinter Nights 2. The Net Server Code allows users to connect over the
Internet to a central server - the Net Server (running the Net Server Code
derived from Game, Spy). The Net Server provides chat sites and matchmaking
Services to connect players to game servers resident on other users' computers
for multi-player gameplay (GameSpy matchmaking services). The Net Server Code is
depleted graphically in Figure B-1 (attached).
Client End Code:
The Client End Code is that portion of the Product code that provides CD Key
authentication, Login verification services, player registration and tracking
service, determines and displays the state of the game that the user is
currently playing, and allows for connection to other game servers and the Net
Server. The programming code which makes up the Client End Code includes but is
not limited to: the BioWare Aurora Engine, the BioWare Chitin Engine, and that
code which is specific to the NeverWinter Nights 2 game (said game defined
previously as the "Product"), including editors which are specific to the
NeverWinter Nights 2 game. The modules in the Client End Code are depicted
graphically in Figure B-1 (attached) and include the Player Client, the DM
Client, the Constructor Client, the CD Key Authentication and Login Client, the
NWN2 Game Core, the Memory Manager, the Auto Patcher, the BioWare Aurora Engine,
the BioWare Chitin Engine, Aurora Editors, and Aurora Art.
Game Server Code
The Game Server Code is that portion of the Product code which coordinates
between users the state of the game that is currently being played, allowing for
continual activity in a user-defined game world. The Game Server Code
communicates with the Net Server Code and also communicates the state of
gameplay back to the Client End Code. Further, also in the Game Server Code is
the editor for the monitor module of the server, and the server resource editor.
The modules in the Game Server Code are depicted graphically in Figure B-1
(attached) and are the Server Network Layer, the Generic Game State Controller,
the Resource Editor, and the Server Monitor.
1. The Developer Properties shall consist of the Client End Code and the Game
Server Code, specifically including the following components defined as
follows:
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As part of the Client End Code:
Player Client. The executable that the player uses to connect to the
server. This includes the client end network layer. In addition this
includes the BioWare Aurora Engine, the BioWare Aurora Engine data
structures, the BioWare Chitin Engine, the BioWare Chitin Engine data
structure and tools related to both the BioWare Aurora Engine and the
BioWare Chitin Engine.
The BioWare Aurora Engine: A 3D game engine which includes the 3D
display routines, 3D resource, management database, in game console,
imbedded script language named Aurorascript, networking code, a suite
of Windows interface routines for sound, music, and controllers, and
the file formats that contain the 3D art but not the 3D art itself
The Chitin Engine: The pre-existing base foundation of libraries
already created by the Developer upon which The BioWare Aurora engine
is developed. The Chitin Engine interfaces with the Windows operating
system and all other supported platforms.
Aurora Art: All art specifically created for Aurora, including logos,
fonts, tilesets and splash screens. Further, "Aurora Art" shall mean
non-D&D related art resources the game uses to generate the game world
and associated content. Aurora Art is further defined as the data
described herein in both the compiled and pre-compiled formats (OUT
screens, Tilesets, Fonts, and Splash Screens):
AURORA ART - GUI SCREENS
GUI screens are images generated by the game using pre-created still
images as components and built to conform to specifically coded
formats. This refers to the art, and not the content of the GUI
screens.
The files containing GUI art are titled: Aurora_GUI.Bif,
Aurora_GUI_TP*.ERF (the TP* extension is sequentially lettered - TPA,
TPB, TPC, TPD, etc. depending on the number of files we need).
A tileset is defined as a grouping of individual tiles that the game
uses to generate the background artwork. Each individual tile is
composed of a visual mesh and a "walkmesh" approximately 10 meters in
game world size. The definition of tileset includes the geometry,
textures and programmed characteristics of each tile.
The tilesets the game makes use of are: Aurora_CityTiles.BIF, Aurora
TerRuralTiles.BIF, Aurora_DngEvilTiles.BIF, Aurora DngMinesTiles.BIF,
Aurora-DngSewerTiles.BIF, Aurora_IntCityTiles.BIF,
AuroraIntCastleTiles.BIF, Aurora_DngCryptFi1es.BIF.
Aurora_TerForestTiles.BIF, Aurora_Microset.BIF
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The Texture Packs for the Tilesets, are found all in a single set of
files. Textures are the art that is put on the geometry to generate
the graphics seen in the game. The files containing the Tile
Texture Packs are: Aurora_Tiles_TP*.ERF (the TP* extension is
sequentially lettered - TPA, TPB, TPC, TPD, etc. depending on the
number of files we need).
AURORA ART - FONTS
A font is an image that is converted by the game into readable text
characters. One font may be used for multiple languages or a new font
may be required for additional language support. Fonts are built
either using textures or built via a programmed system of commands.
The files containing Fonts are titled Aurora.-GUI.Bif,
Aurora-GUT-TP*.ERF (the TP* extension is sequentially lettered - TPA,
TPB, TPC, TPD, etc- depending on the number of files we need).
AURORA ART - SPLASH SCREENS
Splash screens are defined as any screens that contain trademarked
BioWare Logos, trademarked BioWare Aurora Engine Logos, and any other
trademarked or copyrighted information owned by BioWare that appears
in a game screen,
The files containing Splash Screens are titled: Aurora_GUI.Bif,
Aurora_GUI_TP*.ERF (the TP* extension is sequentially lettered - TPA,
TPB, TPC, TPD, etc. depending on the number of files we need)
Aurora Editors. A set of game editors that are used to create Missions
and levels, place objects and create object properties and also, art
conversion and resource management editors.
CD Key Authentication and Login Client: This includes all the player client
code and the executable that player uses to register player accounts,
connect to a session, tracking of player information, as well as the code
used to verify CD keys.
DM Client: This includes all the player client code and the executable that
players use to manage a server session.
Constructor Client: This includes any tools used by the player to construct
game sessions. This also includes any internal editors used to create NWN2
specific game data.
NWN2 Game Core: This includes all the code specifically pertaining to
managing a NWN2 game state. This includes the NWN implementation of the D&D
rules, game object AI, user interface processing, NWN2 game data files and
editing tools.
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Auto Patcher: This is the program that manages the versions of the client
and server executables. This program should allow the ability to auto patch
from the net server.
Memory Manager: This is dynamic memory manger and resource controller. This
is the system by which the game core accesses data and resources from the
hard drive.
As part of the Game Server Code:
Server Network Layer: This is the layer that manages all the network packet
traffic between the NWN2 game core and the clients. This layer manages the
number and type of clients that can attach to the server and is responsible
for connecting to and transferring data between the Net server.
Generic Game State Controller: This layer manages all game cores being
controlled by the server.exe. This layer is responsible for updating the
core's game state. This module includes all of the base classes for the
game core. (of which the NWN2 Game is derived) and the base classes for the
generic game objects which the core controls.
Resource Editor: This is the editor suite that manages the game data and
resources used by the memory manger. This includes the tools to organize
and generate, the bif packed data files.
Server Monitor: This program (or module) allows the server operator to
manage the number and types of clients that are connected to the server. It
will also manager the number and type of game cores that are running on the
server.
2. The following materials shall be included within the definition of
Developer Properties for the purposes of this Agreement, but the parties
acknowledge and agree that these materials are licensed to, and not owned
by, Developer:
Rad Game Tools - Miles Sound System: This code is incorporated into the NWN
Client to play music and sound effects.
Rad Game Tools - Bink Video Player: This code is incorporated into the NWN
Client to provide playback of compressed movies.
GameSpy Code: This is part of the Net Server Code. Code licensed from
GameSpy provides matchmaking services (connecting players with vacant
servers) and various chat and communication services in the Product."
Notwithstanding anything to the contrary contained herein, Developer
Properties shall not include any artwork (except for the "Aurora Art", as
defined above), audio and text asset, created by Developer in connection
with this Agreement.
21. The Agreement is hereby amended to include Exhibit 1, which is a
diagram relating to Schedule B-1 of the Agreement, replacing Fig. B-1.
22. The Milestone Schedule is hereby amended to read as follows:
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December 31, 2001
Chapter 4 Writing completed
Tutorial/Prelude Plan completed
Chapter 1 completed
Sound system
January 31, 2002
V/O for creatures written
QuickChat voicesets for creatures written Prelude
completed Chapter 2 content completed pre-QA Chapter 3
content completed pre-QA Chapter 4 content completed
pre-QA DM Client Alpha Tilesets completed
February 28, 2002
Bug Fixing
Design Testing of Game
Writing Content Lockdown
Further balance testing
Game Alpha (Feature complete)
DM Client completed
March 31, 2002
All Design Content Lockdown
Balance testing completed
Game Beta
April, 2002
Public Beta
Final Bug Fixing (only tweaks at this point)
April 30,2002
Gold master
May 15 2002
Planned release date
23. Schedule A, Section E concerning royalty payments is hereby amended to
provide that the first royalty period shall be divided into two royalty periods:
royalties from sales before June 30, 2002 shall be paid on August 15, 2002, and
royalties from sales between July 1 to July 31, 2002 shall be paid on October
15, 2002.
24. As more fully described below, Developer and Infogrames hereby agree
that Developer shall have the right of first refusal in connection with the
third party development of two Neverwinter Nights sequel games (the "NWN
Sequels"). In the event Infogrames desires that such NWN Sequels be developed,
Infogrames shall provide Developer with written notice of its desire to have
such NWN Sequels developed, together with the following information (to the
extent available): product concept, preliminary design specifications,
work-for-hire language, preliminary budgets, proposed release dates, and
proposed milestone payments, For any NWN Sequel which is for the PC, the terms
and conditions of such first refusal offer shall be, no less favorable than the
terms and conditions set forth in this Agreement for the Product for any NWN
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Sequel for consoles, the financial terms of the final agreement shall be subject
to the mutual agreement of Infogrames' and Developer. In the event Developer
does not notify Infogrames' in writing of its acceptance of the terms and
conditions first offered by Infogrames for each NWN Sequel within ten (10)
business days of the date Infogrames sent such notice to Developer, Infogrames
shall be free to have other parties perform such development with no further
obligations to Developer, provided however, that Infogrames may not offer terms
to another party that are better than those offered to Developer under this
right of first refusal without first offering such terms to Developer, and
allowing Developer five business days from the date Infogrames sent Developer
such notice to agree in writing to such terms and conditions. After offering
Developer the right to develop two NWN Sequels, pursuant to the terms and
conditions of this paragraph, Infogrames shall have no further obligations to
Developer in connection with such first refusal rights.
25. Each party hereto represents and warrants that (a) it has full power
and authority to execute and deliver this Amendment Number Four and to perform
its obligations hereunder. and actions on its part necessary for the execution
and delivery of this Amendment Number Four and the performance of all of its
obligations hereunder have been taken, and (b) this Amendment Number Four has
been duly executed and delivered by it and constitutes its valid and legally
binding obligation, enforceable against it in accordance with its terms.
26. Except as expressly or by necessary implication modified hereby, the
Agreement, as currently constituted, remains in full force and effect. Unless
otherwise defined herein, the words and phrases in this Amendment Number Four
shall have the same respective definitions given in the Agreement. This
Amendment may be executed in counterparts and delivered via facsimile. Facsimile
signatures shall be deemed to be original signatures.
Accepted arid Agreed:
BIOWARE CORP.
By: /S/ XXX XXXXXX
-------------------------------
Name: Xxx Xxxxxx
Title: Joint CEO
INTERPLAY ENTERTAINMENT CORP.
By: /S/ HERVE CAEN
-------------------------------
Name: Herve Caen
Title: President
INFOGRAMES INTERACTIVE, INC.
By: /s/ XXXXX XXXXX
-------------------------------
Name: Xxxxx Xxxxx
Title: Senior Executive
Vice President
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