Common use of Qualifying Software Titles Clause in Contracts

Qualifying Software Titles. In order for a Software Title to qualify as a Platinum Hits Family Title in a Sales Territory, all of the following conditions must be satisfied: (i) The Software Title must have been Commercially Released and commercially available as a Standard FPU in the applicable Sales Territory for at least **** and less than ****; (ii) The Software Title must have received an “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory(ies) (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory(ies)) and must be (a) character based and/or (b) principally appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger; and (iii) The following minimum Standard FPU manufacturing quantity for the applicable Sales Territory must have been met: (a) For a Software Title that becomes eligible to be published as a Platinum Hit Family Title between **** and **** for the applicable Sales Territory: • **** Standard FPUs must have been manufactured for the North American Sales Territory. • **** Standard FPUs must have been manufactured for the European Sales Territory. • For the Asian Sales Territory Excluding Japan, either (a) **** Standard FPUs of the Software Title must have manufactured or (b) the Software Title must have qualified for the Xbox Platinum Hits Family Program in the North American Sales Territory. (b) For a Software Title that first becomes eligible to be published as a Platinum Hit Family Title on or after **** for the applicable Sales Territory, quantities as determined by Microsoft. (iv) In any calendar year in a Sales Territory, Licensee may not publish more than **** Software Titles as part of the Platinum Hits Family Program. (v) For purposes of clarification, sports titles that are traditionally distributed on an annual cycle shall not qualify as Platinum Family Hits. (vi) Software Titles that are published in a territory as Tier 3 titles shall not be eligible for the Platinum Hits Family program in such territory. (vii) Wholesale Price per Platinum Hits Family FPU must not exceed **** in the North American Sales Territory, **** in the European Sales Territory and the local currency * Confidential portion omitted and filed separately with the Securities and Exchange Commission. equivalent, at the then-prevailing exchange rate, of **** in each country comprising the Asian Sales Territory Excluding Japan. (viii) All Marketing Materials for a Platinum Hits Family Software Title must clearly indicate that the Software Title is an Xbox Platinum Family Hit (or such other title that Microsoft designates for a comparable program in applicable Territories), and Licensee shall submit all such Marketing Materials to Microsoft for its approval in accordance with Section 2.3.4 of the PLA. Branding and other requirements for Platinum Hits Family Software Title Marketing Materials shall be set forth in the Xbox Guide. (ix) The Platinum Hits Family FPU version of the Software Title must be the same or substantially equivalent to the Standard FPU version of the Software Title. Notwithstanding the foregoing, all known material bugs or errors in the Standard FPU version shall be corrected in the Platinum Hits Family FPU version, and Licensee acknowledges that any such corrections may require the Software Title to be re-Certified at Licensee’s expense. Licensee may modify or add additional content or features to the Platinum Hits Family 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 Licensee acknowledges that any such modifications or additions may, at Microsoft’s discretion, require the Software Title to be re-Certified at Licensee’s sole expense. Provided that all of the foregoing conditions have been satisfied with respect to a Software Title in a particular Sales Territory and Licensee provides Microsoft with a completed Platinum Hits Family Program Publication Form in the form annexed hereto as Exhibit 1 no later than **** prior to the targeted Commercial Release of the Platinum Hits Family Software Title, Licensee shall be authorized to manufacture and distribute Platinum Hits Family FPUs in such Sales Territory.

Qualifying Software Titles. In order for a Software Title to qualify as a Platinum Hits Family Software Title in a Sales Territory, all of the following conditions must be satisfied: (i) The Software Title must have been Commercially Released and commercially available as a Standard FPU in the applicable Sales Territory for at least [**** and less than ****] continuous months; (ii) The Software Title must have received an “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory(ies) (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory(ies)) and must be (a) character based and/or (b) principally appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger; and (iii) The following minimum Standard FPU manufacturing quantity for the applicable Sales Territory must have been met: (a) For a Software Title that becomes eligible to be published as a Platinum Hit Family Title FPU Commercial Release date between **** and **** February 1, 2003 – June 30, 2003 for the applicable Sales Territory: • [**** ] Standard FPUs must have been manufactured for the North American Sales Territory. • [**** ] Standard FPUs must have been manufactured for the European Sales Territory. • For the Asian Sales Territory Excluding Japan, either (a) [**** ] Standard FPUs of the Software Title (or such other minimum quantity as may be determined by Microsoft) must have manufactured or (b) the Software Title must have qualified for the Xbox Platinum Hits Family Program in the North American Japan Sales Territory. (b) For a Software Title that first becomes eligible to be published Platinum FPU Commercial Release date between July 1, 2003 – June 30, 2004 for the applicable Sales Territory: * CONFIDENTIAL TREATMENT REQUESTED • [*] Standard FPUs must have been manufactured for the North American Sales Territory. • [*] Standard FPUs must have been manufactured for the European Sales Territory. • [*] Standard FPUs (or such other minimum quantity as determined by Microsoft) must have manufactured for the Japan Sales Territory. (c) For a Platinum Hit Family Title FPU Commercial Release date on or after **** July 1, 2004 for the applicable Sales Territory, quantities as determined by Microsoft. (iv) In any calendar year in a Sales Territory, Licensee may not publish more than **** Software Titles as part of the Platinum Hits Family Program. (v) For purposes of clarification, sports titles that are traditionally distributed on an annual cycle shall not qualify as Platinum Family Hits. (vi) Software Titles that are published in a territory as Tier 3 titles shall not be eligible for the Platinum Hits Family program in such territory. (viiiii) Wholesale Price per Platinum Hits Family FPU must not exceed [**** ] in the North American Sales Territory, or [**** in ] the European Sales Territory Territory; and the local currency * Confidential portion omitted and filed separately with suggested retail price must be less than [*] in the Securities and Exchange Commission. equivalent, at the then-prevailing exchange rate, of **** in each country comprising the Asian Japan Sales Territory Excluding JapanTerritory. (viiiiv) All Marketing Materials for a Platinum Hits Family Software Title must clearly indicate that the Software Title is an Xbox Platinum Family Hit (or such other title that Microsoft designates for a comparable program in applicable Territories), and Licensee shall submit all such Marketing Materials to Microsoft for its approval in accordance with Section 2.3.4 of the PLA. Branding and other requirements for Platinum Hits Family Software Title Marketing Materials shall be set forth in the Xbox Guide. (ixv) The Platinum Hits Family FPU version of the Software Title must be the same or substantially equivalent to the Standard FPU version of the Software Title. Notwithstanding the foregoing, all known material bugs or errors in the Standard FPU version shall be corrected in the Platinum Hits Family FPU version, and Licensee acknowledges that any such corrections may require the Software Title to be re-Certified at Licensee’s 's expense. Licensee may modify or add additional content or features to the Platinum Hits Family FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s 's review and approval, which approval shall not be unreasonably withheld, and Licensee acknowledges that any such modifications or additions may, at Microsoft’s discretion, may also require the Software Title to be re-Certified at Licensee’s sole 's expense. Provided that all of the foregoing conditions have been satisfied with respect to a Software Title in a particular Sales Territory and Licensee provides Microsoft with a completed Platinum Hits Family Program Publication Form in the form annexed hereto as Exhibit 1 3 no later than **** sixty (60) days prior to the targeted Commercial Release of the Platinum Hits Family Software Title, Licensee shall be authorized to manufacture and distribute Platinum Hits Family FPUs in such Sales Territory. Additionally, so long as the conditions described in subsections (iii), (iv) and (v) above have been met, Licensee may select [*] additional Software Title as a Platinum Software Title in each Sales Territory so long as: (a) the applicable Software Title has been commercially available as a Standard FPU in the applicable Sales Territory for at least five (5) continuous months; and (b) a comparable version of the Software Title has been commercially released in the applicable Sales Territory for another game console platform as of March 1, 2003 as part of a program comparable to the Xbox Platinum Hits Program.

Qualifying Software Titles. In order for a Software Title to qualify as a Platinum Hits Family Software Title in a Sales Territory, all of the following conditions must be satisfied: (i) The Software Title must have been Commercially Released and commercially available as a Standard FPU in the applicable Sales Territory for at least [**** and less than ****] ; (ii) The Software Title must have received an “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory(ies) (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory(ies)) and must be (a) character based and/or (b) principally appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger; and (iii) The following minimum Standard FPU manufacturing quantity for the applicable Sales Territory must have been met: (a) For a Software Title that becomes eligible to be published as a Platinum Hit Family Title FPU Commercial Release date between **** and **** February 1, 2003-June 30, 2003 for the applicable Sales Territory: • [**** ] Standard FPUs must have been manufactured for the North American Sales Territory. • [**** ] Standard FPUs must have been manufactured for the European Sales Territory. • For the Asian Sales Territory Excluding Japan, either (a) [**** ] Standard FPUs of the Software Title (or such other minimum quantity as may be determined by Microsoft) must have manufactured or (b) the Software Title must have qualified for the Xbox Platinum Hits Family Program in the North American Japan Sales Territory. (b) For a Software Title that first becomes eligible to be published Platinum FPU Commercial Release date between July 1, 2003—June 30, 2004 for the applicable Sales Territory: • [*] Standard FPUs must have been manufactured for the North American Sales Territory. • [*] Standard FPUs must have been manufactured for the European Sales Territory. • [*] Standard FPUs (or such other minimum quantity as determined by Microsoft) must have manufactured for the Japan Sales Territory. (c) For a Platinum Hit Family Title FPU Commercial Release date on or after **** July 1, 2004 for the applicable Sales Territory, quantities as determined by Microsoft. (iv) In any calendar year in a Sales Territory, Licensee may not publish more than **** Software Titles as part of the Platinum Hits Family Program. (v) For purposes of clarification, sports titles that are traditionally distributed on an annual cycle shall not qualify as Platinum Family Hits. (vi) Software Titles that are published in a territory as Tier 3 titles shall not be eligible for the Platinum Hits Family program in such territory. (viiiii) Wholesale Price per Platinum Hits Family FPU must not exceed [**** ] in the North American Sales Territory, Territory or [**** ] in the European Sales Territory Territory; and the local currency * Confidential portion omitted and filed separately with suggested retail price must be less than [*] in the Securities and Exchange Commission. equivalent, at the then-prevailing exchange rate, of **** in each country comprising the Asian Japan Sales Territory Excluding JapanTerritory. (viiiiv) All Marketing Materials for a Platinum Hits Family Software Title must clearly indicate that the Software Title is an Xbox Platinum Family Hit (or such other title that Microsoft designates for a comparable program in applicable Territories), and Licensee shall submit all such Marketing Materials to Microsoft for its approval in accordance with Section 2.3.4 of the PLA. Branding and other requirements for Platinum Hits Family Software Title Marketing Materials shall be set forth in the Xbox Guide. (ixv) The Platinum Hits Family FPU version of the Software Title must be the same or substantially equivalent to the Standard FPU version of the Software Title. Notwithstanding the foregoing, all known material bugs or errors in the Standard FPU version shall be corrected in the Platinum Hits Family FPU version, and Licensee acknowledges that any such corrections may require the Software Title to be re-Certified at Licensee’s 's expense. Licensee may modify or add additional content or features to the Platinum Hits Family FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s 's review and approval, which approval shall not be unreasonably withheld, and Licensee acknowledges that any such modifications or additions may, at Microsoft’s discretion, may also require the Software Title to be re-Certified at Licensee’s sole 's expense. Provided that all of the foregoing conditions have been satisfied with respect to a Software Title in a particular Sales Territory and Licensee provides Microsoft with a completed Platinum Hits Family Program Publication Form in the form annexed hereto as Exhibit 1 3 no later than [**** ] prior to the targeted Commercial Release of the Platinum Hits Family Software Title, Licensee shall be authorized to manufacture and distribute Platinum Hits Family FPUs in such Sales Territory. Additionally, so long as the conditions described in subsections (iii), (iv) and (v) above have been met, Licensee may select one additional Software Title as a Platinum Software Title in each Sales Territory so long as: (a) the applicable Software Title has been commercially available as a Standard FPU in the applicable Sales Territory for at least [*] ; and (b) a comparable version of the Software Title has been commercially released in the applicable Sales Territory for another game console platform as of March 1, 2003 as part of a program comparable to the Xbox Platinum Hits Program.

Qualifying Software Titles. In order for a Software Title to qualify as a Platinum Hits Family Software Title in a Sales Territory, all of the following conditions must be satisfied: (i) The Software Title must have been Commercially Released and commercially available as a Standard FPU in the applicable Sales Territory for at least **** and less than ****; (ii) The Software Title must have received an “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory(ies) (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory(ies)) and must be (a) character based and/or (b) principally appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger; and (iii) The following minimum Standard FPU manufacturing quantity for the applicable Sales Territory must have been met: (a) For a Software Title that becomes eligible to be published as a Platinum Hit Family Title FPU Commercial Release date between **** and **** for the applicable Sales Territory: • |X| **** Standard FPUs must have been manufactured for the North American Sales Territory. • |X| **** Standard FPUs must have been manufactured for the European Sales Territory. • For the Asian Sales Territory Excluding Japan, either (a) |X| **** Standard FPUs of the Software Title (or such other minimum quantity as may be determined by Microsoft) must have manufactured or (b) the Software Title must have qualified for the Xbox Platinum Hits Family Program in the North American Japan Sales Territory. (b) For a Software Title that first becomes eligible to be published Platinum FPU Commercial Release date between **** for the applicable Sales Territory: |X| **** Standard FPUs must have been manufactured for the North American Sales Territory. |X| **** Standard FPUs must have been manufactured for the European Sales Territory. |X| **** Standard FPUs (or such other minimum quantity as determined by Microsoft) must have manufactured for the Japan Sales Territory. (c) For a Platinum Hit Family Title FPU Commercial Release date on or after **** for the applicable Sales Territory, quantities as determined by Microsoft. (iv) In any calendar year in a Sales Territory, Licensee may not publish more than **** Software Titles as part of the Platinum Hits Family Program. (v) For purposes of clarification, sports titles that are traditionally distributed on an annual cycle shall not qualify as Platinum Family Hits. (vi) Software Titles that are published in a territory as Tier 3 titles shall not be eligible for the Platinum Hits Family program in such territory. (viiiii) Wholesale Price per Platinum Hits Family FPU must not exceed **** in the North American Sales Territory, Territory or **** in the European Sales Territory Territory; and the local currency * Confidential portion omitted and filed separately with the Securities and Exchange Commission. equivalent, at the then-prevailing exchange rate, of suggested retail price must be less than **** in each country comprising the Asian Japan Sales Territory Excluding JapanTerritory. (viiiiv) All Marketing Materials for a Platinum Hits Family Software Title must clearly indicate that the Software Title is an Xbox Platinum Family Hit (or such other title that Microsoft designates for a comparable program in applicable Territories), and Licensee shall submit all such Marketing Materials to Microsoft for its approval in accordance with Section 2.3.4 of the PLA. Branding and other requirements for Platinum Hits Family Software Title Marketing Materials shall be set forth in the Xbox Guide. (ix) The Platinum Hits Family FPU version of the Software Title must be the same or substantially equivalent to the Standard FPU version of the Software Title. Notwithstanding the foregoing, all known material bugs or errors in the Standard FPU version shall be corrected in the Platinum Hits Family FPU version, and Licensee acknowledges that any such corrections may require the Software Title to be re-Certified at Licensee’s expense. Licensee may modify or add additional content or features to the Platinum Hits Family 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 Licensee acknowledges that any such modifications or additions may, at Microsoft’s discretion, require the Software Title to be re-Certified at Licensee’s sole expense. Provided that all of the foregoing conditions have been satisfied with respect to a Software Title in a particular Sales Territory and Licensee provides Microsoft with a completed Platinum Hits Family Program Publication Form in the form annexed hereto as Exhibit 1 no later than **** prior to the targeted Commercial Release of the Platinum Hits Family Software Title, Licensee shall be authorized to manufacture and distribute Platinum Hits Family FPUs in such Sales Territory.2.3.4

Qualifying Software Titles. In order for a Software Title to qualify as a Platinum Hits Family Software Title in a Sales Territory, all of the following conditions must be satisfied: (i) The Software Title must have been Commercially Released and commercially available as a Standard FPU in the applicable Sales Territory for at least **** and less than ***** months; (ii) The Software Title must have received an “E” rating from the ESRB and/or a “PEGI 3+” rating in Europe and/or an equivalent rating in the applicable Sales Territory(ies) (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory(ies)) and must be (a) character based and/or (b) principally appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger; and (iii) The following minimum Standard FPU manufacturing quantity for the applicable Sales Territory must have been met: (a) For a Software Title that becomes eligible to be published as a Platinum Hit Family Title FPU Commercial Release date between **** and **** for the applicable Sales Territory: • **** Standard FPUs must have been manufactured for the North American Sales Territory. • **** Standard FPUs must have been manufactured for the European Sales Territory. • For the Asian Sales Territory Excluding Japan, either (a) **** Standard FPUs of the Software Title (or such other minimum quantity as may be determined by Microsoft) must have manufactured or (b) the Software Title must have qualified for the Xbox Platinum Hits Family Program in the North American Japan Sales Territory. (b) For a Software Title that first becomes eligible to be published Platinum FPU Commercial Release date between **** for the applicable Sales Territory: * Confidential portion omitted and filed separately with the Securities and Exchange Commission. • **** Standard FPUs must have been manufactured for the North American Sales Territory. • **** Standard FPUs must have been manufactured for the European Sales Territory. • **** Standard FPUs (or such other minimum quantity as determined by Microsoft) must have manufactured for the Japan Sales Territory. (c) For a Platinum Hit Family Title on or after FPU Commercial Release date **** for the applicable Sales Territory, quantities as determined by Microsoft. (iv) In any calendar year in a Sales Territory, Licensee may not publish more than **** Software Titles as part of the Platinum Hits Family Program. (v) For purposes of clarification, sports titles that are traditionally distributed on an annual cycle shall not qualify as Platinum Family Hits. (vi) Software Titles that are published in a territory as Tier 3 titles shall not be eligible for the Platinum Hits Family program in such territory. (viiiii) Wholesale Price per Platinum Hits Family FPU must not exceed **** in the North American Sales Territory, Territory or **** in the European Sales Territory Territory; and the local currency * Confidential portion omitted and filed separately with the Securities and Exchange Commission. equivalent, at the then-prevailing exchange rate, of suggested retail price must be less than **** in each country comprising the Asian Japan Sales Territory Excluding JapanTerritory. (viiiiv) All Marketing Materials for a Platinum Hits Family Software Title must clearly indicate that the Software Title is an Xbox Platinum Family Hit (or such other title that Microsoft designates for a comparable program in applicable Territories), and Licensee shall submit all such Marketing Materials to Microsoft for its approval in accordance with Section 2.3.4 of the PLA. Branding and other requirements for Platinum Hits Family Software Title Marketing Materials shall be set forth in the Xbox Guide. (ixv) The Platinum Hits Family FPU version of the Software Title must be the same or substantially equivalent to the Standard FPU version of the Software Title. Notwithstanding the foregoing, all known material bugs or errors in the Standard FPU version shall be corrected in the Platinum Hits Family FPU version, and Licensee acknowledges that any such corrections may require the Software Title to be re-Certified at Licensee’s expense. Licensee may modify or add additional content or features to the Platinum Hits Family 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 Licensee acknowledges that any such modifications or additions may, at Microsoft’s discretion, may also require the Software Title to be re-Certified at Licensee’s sole expense. Provided that all of the foregoing conditions have been satisfied with respect to a Software Title in a particular Sales Territory and Licensee provides Microsoft with a completed Platinum Hits Family Program Publication Form in the form annexed hereto as Exhibit 1 3 no later than **** days prior to the targeted Commercial Release of the Platinum Hits Family Software Title, Licensee shall be authorized to manufacture and distribute Platinum Hits Family FPUs in such Sales Territory. Additionally, so long as the conditions described in subsections (iii), (iv) and (v) above have been met, Licensee may select one additional Software Title as a Platinum Software Title in each Sales Territory so long as: (a) the applicable Software Title has been commercially available as a Standard FPU in the applicable Sales Territory for at least **** **** months; and (b) a comparable version of the Software Title has been commercially released in the applicable Sales Territory for another game console platform as of **** as part of a program comparable to the Xbox Platinum Hits Program.