Microsoft Confidential. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. EXHIBIT 2 XBOX 360 ROYALTY TIER SELECTION FORM PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +0 (000) 000-0000 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNT MANAGER. NOTES:
Microsoft Confidential. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Table 1: Threshold Price per Sales Territory North America WSP European WSP Japan SRP Asia WSP (US$)* Tier 1 [***] and over [***] and over [***] and over [***] and over Tier 1.5 [***] - [***] [***] - [***] [***] - [***] [***] - [***] Tier 2 [***] - [***] [***] - [***] [***] - [***] [***] - [***] Tier 3 [***] or less [***] or less [***] or less [***] or less *This is the US dollar equivalent of local currency in the Asia Sales Territory. Table 2: Royalty Rates Worldwide Billing Royalty Rate per Manufacturing Region for Regional Billing Option Option North American European Asian Tier 1 [***] [***] [***] [***] Tier 1.5 [***] [***] [***] [***] Tier 2 [***] [***] [***] [***] Tier 3 [***] [***] [***] [***] Hit FPU [***] [***] [***] [***] Super Hit FPU [***] [***] [***] [***]
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Table 3: Unit Discounts Unit Discount North America Sales Territory European Sales Territory Japan Sales Territory Asia Sales Territory [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Example l (under worldwide billing election): Publisher manufactures a Software Title for sale in the North American Sales Territory with a wholesale price between [***] and [***] and an initial order quantity of [***] Standard FPUs. Publisher manufactures the same Software Title for sale in the European Sales Territory with a wholesale price between [***] and an initial order quantity of [***] Standard FPUs. The actual applied royalty-rates for this Software Title would-be:
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. 8 Demo Versions If Publisher wishes to distribute a Demo Version, Publisher must obtain Microsoft’s approval and Microsoft may charge a reasonable fee to offset costs of the Certification. Subject to the terms of the Xbox Guide, Demo Version(s) may be placed on a single disc, either as a stand-alone or with other Demo Versions and the suggested price of such units must be free or at a suggested retail price that does not exceed [***] or its equivalent in local currency. Unless separately addressed in the Xbox Guide, all rights, obligations and approvals set forth in the PLA as applying to Software Titles shall separately apply to any Demo Version. No royalties will be payable to Microsoft with respect to any Demo Versions. 9 Billing Addresses Publisher may have up to three “xxxx to” addresses for the payment of royalties, one for the North American Manufacturing Region, one for the European Manufacturing Region and one for the Asian Manufacturing Region. If Publisher elects to have a billing address within a European union member country after April 1, 2005, Publisher must submit a completed and signed enrollment form with Microsoft Ireland Operations Ltd. (“MIOL”) attached hereto as Exhibit 4 prior to April 1, 2005. If Publisher does not sign the MIOL enrollment form by April I, 2005, then all billing to any previously established European address will default to Publisher’s “sold-to” address on file with Microsoft. If the Publisher has not signed the MIOL Enrollment form by April 1, 2005 and has no address on file with Microsoft that is not within a European union member country, all manufacturing under the PLA will cease until a properly executed MIOL enrollment form is received.
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 By (sign) Name, Title (Print) E-Mail Address (for confirmation of receipt) Date (Print mm/dd/yy) MICROSOFT CONFIDENTIAL [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 Contract Number: 106389 EXHIBIT 2 ROYALTY TIER CHANGE FORM PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +0 (000) 000-0000 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR ACCOUNT MANAGER. NOTES: • THIS FORM MUST BE SUBMITTED AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST MANUFACTURING ORDER TO WHICH PUBLISHER DESIRES THE NEW BASE ROYALTY TO APPLY FOR EACH RESPECTIVE SALES TERRITORY. • PUBLISHER UNDERSTANDS THAT BY SUBMITTING THIS FORM, THE SOFTWARE TITLE WILL NO LONGER BE ELIGIBLE TO PARTICIPATE IN ANY HITS PROGRAM. • A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY IN WHICH PUBLISHER DESIRES TO CHANGE THE APPLICABLE BASE ROYALTY.
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 The undersigned represents that he/she has authority to submit this form on behalf of the above publisher, and that the information contained herein is true and accurate. By (sign) Name, Title (Print) E-Mail Address (for confirmation of receipt) Date (Print mm/dd/yy) MICROSOFT CONFIDENTIAL [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 Contract Number: 106389 EXHIBIT 3 HITS PROGRAM ELECTION FORM PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT +0 (000) 000-0000 TO THE ATTENTION OF MICROSOFT LICENSING. GP (MSLI) AND YOUR ACCOUNT MANAGER. NOTES: A SEPARATE FORM MUST BE SUBMITTED FOR EACH SALES TERRITORY IN WHICH THE PUBLISHER WISHES TO PUBLISH A SOFTWARE TITLE AS PART OF A HITS PROGRAM AND FOR EACH HITS PROGRAM.
Microsoft Confidential. [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 By (sign) Name, Title (Print) E-Mail Address (for confirmation of receipt) Date (Print mm/dd/yy) MICROSOFT CONFIDENTIAL [***] The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission. Contract Number: 106389 EXHIBIT 4 XBOX PUBLISHER ENROLLMENT FORM PLEASE COMPLETE THE FORM ABOVE, SIGN IT, AND FAX IT TO MICROSOFT AT +0 (000) 000-0000 TO THE ATTENTION OF YOUR ACCOUNT MANAGER. NOTE: PUBLISHER MUST COMPLETE, SIGN AND SUBMIT THIS ENROLLMENT FORM PRIOR TO APRIL 1, 2005 TO HAVE A BILLING ADDRESS WITHIN A EUROPEAN UNION MEMBER COUNTRY (INCLUDING PREVIOUSLY ESTABLISHED ADDRESSES). This Xbox Publisher License Enrollment (“Enrollment”) is entered into between Microsoft Ireland Operations Ltd. (“MIOL”) and (“Publisher”), and effective as of the latter of the two signatures identified below. The terms of that certain Publisher License Agreement signed by Microsoft Licensing GP and dated on or about (the “PLA”) are incorporated herein by reference.
Microsoft Confidential. ' 4.2.1 Microsoft, and not Licensee, will provide to the single applicable Authorized Replicator the final release version of the Software Title and all specifications required by Microsoft for the manufacture of the Finished Product Units (including without limitation the Security Technology (as defined in Section 4.4 below); Licensee will be responsible for preparing and delivering to the Authorized Replicator all other items required for manufacturing Finished Product Units; and Licensee agrees that all Finished Product Units must be replicated in conformity with all of the quality standards and manufacturing specifications, policies and procedures that Microsoft requires of its Authorized Replicators, and that all so-called "adders" must be approved by Microsoft prior to packaging (in accordance with Section 2.1.6 above);
