Exhibit 10.8
[***]
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
CONFIDENTIAL LICENSE
AGREEMENT
FOR
THE Wii™ CONSOLE
(EEA, AUSTRALIA, AND NEW ZEALAND)
THIS LICENSE
AGREEMENT (“Agreement”) is entered into between
NINTENDO CO., LTD. (“NINTENDO”) at 11-1 Kamitoba
Hokotate-cho, Minami-ku, Kyoto, Japan 601-8501,
Attn: General Manager, International Business
Administration Department (Fax: 81.75.662.9619), and
ACTIVISION, INC., a corporation of Delaware, and its subsidiaries
(Activision Publishing, Inc., a corporation of Delaware,
Activision UK, Ltd., a limited company of the United Kingdom; ATVI
France, S.A.S., a corporation of France; Activision GmbH, a
corporation of Germany, and Activision Pty., Ltd., a limited
company of Australia) (jointly and severally
“LICENSEE”) at 3100 Ocean Park Blvd., Santa Monica, CA
90405, Attn: Mr. George Rose (Fax: 310.255.2152).
NINTENDO and LICENSEE agree as follows:
1.
RECITALS
1.1
NINTENDO designs, develops, manufactures, markets and sells
advanced design, high-quality video game systems, including the
Wii™ video game console
(“Wii™”).
1.2
LICENSEE desires use of the highly proprietary programming
specifications, unique and valuable security technology,
trademarks, copyrights and other valuable intellectual property
rights of NINTENDO, which rights are only available for use under
the terms of a license agreement, to develop, have manufactured,
advertise, market and sell video game software for play on
Wii™.
1.3
NINTENDO is willing to grant a license to LICENSEE on the terms and
conditions set forth in this Agreement.
2.
DEFINITIONS
2.1
“Artwork” means the text and design specifications for
the Game Disc label and the Printed Materials in the format
specified by NINTENDO in the Guidelines.
2.2
“Bulk Goods” means Game Discs printed with the Game
Disc label portion of the Artwork for delivery to LICENSEE without
Printed Materials or other packaging.
2.3
“Check Disc(s)” means the pre-production Game Discs to
be produced by NINTENDO.
2.4
“Confidential Information” means the information
described in Section 8.1.
2.5
“Development Tools” means the development kits,
programming tools, emulators and other materials of NINTENDO, or
third parties authorized by NINTENDO, that may be used in the
development of Games under this Agreement.
2.6
“Effective Date” means the date that LICENSEE placed
its first order for Licensed Products of October 24,
2006.
2.7
“Finished Product(s) means the fully assembled Game Disc
with a Game Disc label, Printed Materials, and packed in a plastic
storage case;
2.8
“Game Disc(s)” means custom optical discs for play on
Wii™ on which a Game has been stored.
2.9
“Game(s)” means any interactive programs (including
source and object/binary code) developed to be compatible with
Wii™.
1
2.10
“Guidelines” means the then-current version of
“Wii™ Programming Guidelines;” “Licensee
Packaging Guidelines” pertaining to the layout, trademark
usage and requirements of the Game Disc label, instruction manual
and Game Disc packaging; “Marketing Materials”;
“Nintendo Trademark Guidelines;” “Guidelines on
Ethical Content”; and “Nintendo Wii™
Software Submission Requirements,” together with other
guidelines provided by NINTENDO to LICENSEE from time to
time. The Guidelines on Ethical Content are attached as
Annex A, and the remainder of the Guidelines have been
provided to LICENSEE independent of this Agreement. The
Guidelines may be changed or updated from time to time without
notice, and the versions current from time to time will be
available on request from NINTENDO.
2.11
“Independent Contractor” means any individual or entity
that is not an employee of LICENSEE, including any independent
programmer, consultant, contractor, board member or
advisor.
2.12
“Intellectual Property Rights” means individually,
collectively or in any combination, Proprietary Rights owned,
licensed or otherwise held by NINTENDO that are associated with the
development, manufacturing, advertising, marketing or sale of the
Licensed Products, including, without limitation,
(a) registered and unregistered trademarks and trademark
applications used in connection with Wii TM including
Nintendo TM , Wii TM , Official Nintendo Seal
of Quality TM , and Mii TM , (b) select
trade dress associated with Wii™ and licensed video games for
play thereon, (c) Proprietary Rights in the Security
Technology employed in the Games or Game Discs by Nintendo,
(d) rights in the Development Tools for use in developing the
Games, excluding, however, rights to use, incorporate or duplicate
select libraries, protocols and/or sound or graphic files
associated with the Development Tools which belong to any third
party and for which no additional licenses or consents are
required, (e) patents, patent applications, design
registrations, utility models or copyrights which may be associated
with the Game Discs or Printed Materials, (f) copyrights in
the Guidelines, and (g) other Proprietary Rights of Nintendo
in the Confidential Information.
2.13
“Licensed Products” means (a) Bulk Goods, and/or
(b) Finished Products after being assembled and packaged with
the Printed Materials in accordance with the Guidelines.
2.14
“Marketing Materials” means marketing, advertising or
promotional materials developed by or for LICENSEE (or subject to
LICENSEE’s approval) that promote the sale of the Licensed
Products, including but not limited to, television, radio and
on-line advertising, point-of-sale materials (e.g., posters,
counter-cards), package advertising, print media and all audio or
video content other than the Game that is to be included on the
Game Disc.
2.15
“NDA” means the non-disclosure agreement related to
Wii™ previously entered into between NINTENDO and/or NOA and
LICENSEE.
2.16
“NOA” means NCL’s subsidiary, Nintendo of America
Inc. of Redmond, Washington, USA.
2.17
“Notice” means any notice permitted or required under
this Agreement. All Notices shall be sufficiently given when
(a) personally served or delivered, or (b) transmitted by
facsimile, with an original sent concurrently by mail, or
(c) deposited, carriage prepaid, with a guaranteed air courier
service, in each case addressed as stated herein, or addressed to
such other person or address either party may designate in a
Notice, or (d) transmitted by e-mail with an express written
acknowledgement of receipt sent personally by or on behalf of the
recipient (which shall include any automated reply). Notice
shall be deemed effective upon the earlier of actual receipt or two
(2) business days after transmittal, provided, however, any
Notice received after the recipient’s normal business hours
will be deemed received on the next business day.
2.18
“Price Schedule” means the then-current version of
NINTENDO’s schedule of purchase prices and minimum order
quantities for the Finished Products and the Bulk Goods. The
Price Schedule has been provided to LICENSEE independent of this
Agreement and may be changed or updated from time to time without
notice, and the version current from time to time will be available
on request from NINTENDO.
2
2.19
“Printed Materials” means title page, instruction
booklet, precaution booklet, and optional printed
materials.
2.20
“Promotional Disc(s)” means custom optical discs
compatible with Wii™ that incorporate select game promotional
or supplemental materials, as may be specified or permitted in the
Guidelines.
2.21
“Proprietary Rights” means any rights or applications
for rights owned, licensed or otherwise held in patents, patent
applications, utility models, registered design rights,
unregistered design rights, trademarks, service marks, copyrights,
and neighboring rights, semiconductor chip layouts or masks,
database rights, trade secrets, trade dress, get up, moral rights
and publicity rights, together with all inventions, discoveries,
ideas, know-how, data, information, processes, methods, procedures,
formulas, drawings and designs, computer programs, software source
code and object code, and all amendments, modifications, and
improvements thereto for which such patents, patent applications,
utility models, registered design rights, unregistered design
rights, trademarks, service marks, copyrights, and neighboring
rights, semiconductor chip layouts or masks, database rights, trade
secrets, trade dress, get up, moral rights or publicity rights may
exist or may be sought and obtained in the future.
2.22
“Rebate Program” means any then-current version of
NINTENDO’s optional rebate program, establishing select terms
for price rebates under this Agreement.
2.23
“Reverse Engineer(ing)” means, without limitation,
(a) the x-ray, electronic scanning or physical or chemical
stripping of semiconductor components, (b) the disassembly,
decompilation, decryption or simulation of object code or
executable code, or (c) any other technique designed to
extract source code or facilitate the duplication of a program or
product.
2.24
“Security Technology” means the highly proprietary
security features of the Wii™ and the Licensed Products to
minimize the risk of unlawful copying and other unauthorized or
unsafe usage, including, without limitation, any security
signature, bios, data scrambling, password, hardware security
apparatus, watermark, hologram, encryption, digital rights
management system, copyright management information system,
proprietary manufacturing process or any feature which obstructs
piracy, limits unlawful, unsafe or unauthorized use, or facilitates
or limits compatibility with other hardware, software, accessories
or peripherals, or with respect to a video game system other than
the Wii™, or limits distribution outside of the
Territory.
2.25
“Sole License” means a license under which only the
licensor and a single licensee can utilize the subject matter of
the license.
2.26
“Term” means three (3) years from the Effective
Date.
2.27
“Territory” means any and all countries within the
European Economic Area; namely Austria, Belgium, Bulgaria, Cyprus,
Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece,
Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania,
Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal,
Romania, Slovakia, Slovenia, Spain, Sweden, and the United
Kingdom. The Territory shall also include Australia, New
Zealand, Russia, Switzerland and Turkey. NINTENDO may add
additional countries to the Territory upon written notice to
LICENSEE.
2.28
“TM” means trademark of NINTENDO, whether registered or
not.
2.29
“Wii Network Services” means and includes the Wii Shop
Channel Services, Wii™Connect24, and any related services and
material delivered to a consumer’s Wii™ console over
the Internet.
3.
GRANT OF LICENSE; LICENSEE
RESTRICTIONS
3.1
Limited License Grant . For the Term and for the
Territory, NINTENDO grants to LICENSEE a nonexclusive,
nontransferable, limited license to use the Intellectual Property
Rights, for the purpose of and to the
3
extent necessary, to
develop (or have developed on LICENSEE’s behalf) Games for
manufacture, advertising, marketing and sale by LICENSEE as
Licensed Products, subject to the terms and conditions of this
Agreement. This license is royalty-free.
3.2
LICENSEE
Acknowledgement . LICENSEE’s use of the
Intellectual Property Rights shall not create any right, title or
interest of LICENSEE therein. LICENSEE is authorized and
permitted to develop Games, and have manufactured, advertise,
market, and sell Licensed Products, only for play on Wii™ and
only in accordance with this Agreement. In the event that
LICENSEE challenges NINTENDO’s ownership or the validity of
the Intellectual Property Rights, NINTENDO may terminate this
Agreement without any notice or procedure.
3.3
Restrictions on License
Grant .
NINTENDO does not guarantee that the hardware for the Wii™
system is distributed throughout the Territory. Moreover, the
present limited license to LICENSEE does not extend to the use of
the Intellectual Property Rights for the following
purposes:
(a)
grant access to, distribute, transmit or broadcast a Game by
electronic means or by any other means known or hereafter devised,
including, without limitation, by wireless, cable, fiber optic,
telephone lines, microwave, radiowave, computer or other device
network, except (a) as a part of wireless Game play on and
among Wii™ systems, or between Wii™ and Nintendo DS
systems, (b) for the purpose of facilitating Game development
under the terms of this Agreement, or (c) as otherwise
approved in writing by NINTENDO. LICENSEE shall use reasonable
security measures, customary within the high technology industry,
to reduce the risk of unauthorized interception or retransmission
of any Game transmission. No right of retransmission shall
attach to any authorized transmission of a Game;
(b)
authorize or permit any online activities involving a Game,
including, without limitation, multiplayer, peer-to-peer or online
play, except as expressly permitted by NINTENDO in
writing;
(c)
modify, install or operate a Game on any server or computing device
for the purpose of or resulting in the rental, lease, loan or other
grant of remote access to the Game;
(d)
emulate, interoperate, interface or link a Game for operation or
use with any hardware or software platform, accessory, computer
language, computer environment, chip instruction set, consumer
electronics device or device other than Wii™, the Nintendo DS
system, the Development Tools or such other Nintendo system as
NINTENDO may authorize in the Guidelines;
(e)
embed, incorporate, or store a Game in any media or format except
the optical disc format utilized by Wii™, except as may be
necessary as a part of the Game development process under this
Agreement;
(f)
design, implement or undertake any process, procedure, program or
act designed to disable, obstruct, circumvent or otherwise diminish
the effectiveness or operation of the Security
Technology;
(g)
utilize the Intellectual Property Rights to design or develop any
interactive video game program, except as authorized under this
Agreement;
(h)
manufacture or reproduce a Game developed under this Agreement,
except through NINTENDO; or
(i)
Reverse Engineer or assist in Reverse Engineering all or any part
of Wii™, including the hardware, software (embedded or not)
or the Security Technology, except as specifically permitted under
the laws and regulations applicable in the Territory.
3.4
Development
Tools .
NINTENDO and NOA may lease, loan or sell Development Tools,
including any improvements made by NINTENDO or NOA from time to
time, to LICENSEE to assist in the development of Games under this
Agreement on such terms as may be agreed between the parties.
Ownership and use of any
4
Development Tools,
whether provided by NINTENDO or NOA, prior to or during the Term
hereof, shall be subject to the terms of this Agreement and any
separate license or purchase agreement required by NINTENDO or any
third party licensing the Development Tools. LICENSEE
acknowledges the respective interests of NINTENDO, and in the case
of third-party Development Tools, such third parties, in and to the
Proprietary Rights associated with the Development Tools.
LICENSEE’s use of the Development Tools shall not create any
right, title or interest of LICENSEE therein. Any license to
LICENSEE to use the Development Tools does not extend to:
(a) use of the Development Tools for any purpose except
the design and development of Games under this Agreement,
(b) reproduction or creation of derivatives of the Development
Tools, except in association with the development of Games under
this Agreement, (c) Reverse Engineering of the Development
Tools (except as specifically permitted under the laws and/or
regulations applicable in the Territory), or (d) selling,
leasing, assigning, lending, licensing, encumbering or otherwise
transferring the Development Tools. Anything developed or
derived by LICENSEE as a result of a study of the performance,
design or operation of any Nintendo Development Tools shall be
considered a derivative work of the Intellectual Property Rights,
but may be retained and utilized by LICENSEE in connection with
this Agreement. Unless LICENSEE can demonstrate that such
derivative work has one or more applications that are independent
of and separate from the Intellectual Property Rights
(“Independent Applications”), it shall be deemed to
have granted NINTENDO and NOA an indefinite, worldwide,
royalty-free, transferable and Sole License (including the right to
sub-license) to such derivative work. To the extent that
LICENSEE can demonstrate one or more Independent Applications,
LICENSEE shall be deemed to have granted to NINTENDO and NOA a
royalty-free and transferable non-exclusive License (including the
right to sub-license) in relation to such Independent Applications
for the Term. Anything developed or derived by LICENSEE as a
result of a study of the performance, design or operation of any
third-party Development Tools shall be governed by the terms of the
license agreement applicable to such Development Tools.
Notwithstanding any referral or information
provided or posted regarding third-party Development Tools,
NINTENDO and NOA make no representations or warranties with regard
to any such third-party Development Tools. L
ICENSEE acquires and utilizes third-party
Development Tools at its own risk.
3.5
Games Developed for Linked Play on Two Systems . In
the event the Guidelines permit LICENSEE to develop a Game for
simultaneous or linked play on Wii™ and on another Nintendo
video game system, LICENSEE shall be required to acquire and
maintain with NINTENDO such additional licenses as are necessary
for the use of the Proprietary Rights associated with such other
Nintendo video game system.
3.6
In-Game Advertising . LICENSEE shall not include
advertising or product placements for products or services of third
parties, whether in the Game, as separate content on a Game Disc
(e.g., a trailer), or in the Printed Materials, without
NINTENDO’s prior written consent.
3.7
Use of Mii™ Characters . LICENSEE shall not
develop any Game that permits NINTENDO’s Mii™
characters to appear in the Game without NINTENDO’s prior
written consent.
3.8
Sending Data to Consumers . LICENSEE shall not,
without the prior written consent of NINTENDO, send any data,
content, messages, advertising, or other communications of any kind
to any consumer’s Wii™ console through the Wii™
Network Services or otherwise.
3.9
Downloadable Content . If LICENSEE desires to develop
Games or updates/additions of any kind for any Licensed Product, to
be downloaded to consumers through the Wii Network Services, the
terms and conditions of such development shall be separately agreed
in writing between the parties. LICENSEE acknowledges that
the rights granted herein do not include the right to use the
Intellectual Property Rights to develop downloadable
content.
4.
SUBMISSION AND APPROVAL OF
GAME AND ARTWORK
4.1
Submission of a Completed Game to NINTENDO . Upon
completion of a Game, LICENSEE shall deliver a prototype of the
Game to NINTENDO in a format specified in the Guidelines.
Delivery shall be made in accordance with the methods set forth in
the Guidelines. Each Submission shall include such other
information or documentation deemed necessary by NINTENDO,
including, without limitation, a complete set of written
user
5
instructions, a
complete description of any security holes, backdoors, time bombs,
cheats, “easter eggs” or other hidden features or
characters in the Game and a complete screen text script.
LICENSEE must establish that the Game and any other content
included on the Game Disc complies with the guidelines of the Pan
European Game Information System (PEGI), the Unterhaltungssoftware
Selbstkontrolle (USK), the Office of Film and Literature
Classification (OFLC), or any other national or regional game
rating system that NINTENDO may accept, as applicable.
LICENSEE shall be responsible for the submission of the Game to the
appropriate national or regional game rating organization and shall
provide NINTENDO with a statement or certificate in writing from
the relevant organization, confirming the rating for the
Game. Where any such game has been rated as being suitable
only for players aged 18 and over (or an equivalent rating),
LICENSEE must submit a certificate in writing that confirms the
game is rated as no higher than “M” (Mature) by the
Entertainment Software Rating Board (ESRB) of the U.S.
[***]
4.2
Testing of a Completed Game . Upon submission of a
completed Game, NINTENDO shall promptly test the Game with regard
to its technical compatibility with, and error-free operation on,
Wii™ utilizing the lot check process. Within a
reasonable period of time after receipt, NINTENDO shall approve or
disapprove such Game. If a Game is disapproved, NINTENDO
shall specify in writing the reasons for such disapproval and state
what corrections are necessary. After making the necessary
corrections, LICENSEE shall submit a revised Game to NINTENDO for
testing. NINTENDO shall not unreasonably withhold or delay
its approval of any Game. Neither the testing nor approval of
a Game by NINTENDO shall relieve LICENSEE of its sole
responsibility for the development, quality and operation of the
Game or in any way create any warranty by NINTENDO relating to any
Licensed Product.
4.3
Production of Check Discs . By submission of a
completed Game to NINTENDO in accordance with Section 4.1,
LICENSEE authorizes NINTENDO to proceed with production of Check
Discs for such Game. If NINTENDO approves a Game, it shall
promptly, and without further notification to or instruction from
LICENSEE, submit such Game for the production of Check Discs.
Unless otherwise advised by LICENSEE, following production of the
Check Discs, NINTENDO shall deliver to LICENSEE approximately ten
(10) Check Discs for content verification, testing and final
approval by LICENSEE.
4.4
Approval or Disapproval of Check Discs by LICENSEE .
If, after review and testing, LICENSEE approves the Check Discs, it
shall promptly transmit to NINTENDO a signed authorization for
production in the form specified in the Guidelines. If
LICENSEE does not approve the sample Check Discs for any reason,
LICENSEE shall advise NINTENDO in writing and may, after
undertaking any necessary changes or corrections, resubmit the Game
to NINTENDO for approval in accordance with the procedures set
forth in this Section 4. The absence of a signed
authorization form from LICENSEE within five (5) days after
delivery of the Check Discs to LICENSEE shall be deemed disapproval
of such Check Discs. Production of any order for Finished
Goods or Bulk Goods shall not proceed without LICENSEE’s
signed authorization.
4.5
Cost of Check Discs and Disc Stamper . If LICENSEE:
(a) disapproves the Check Discs for any reason (except
if the disapproval is due to defects in or failure of the Check
Discs due to NINTENDO’s act, error or omission);
(b) fails to order the minimum order quantity of any Game
approved by NINTENDO within six (6) months after the date the
Game was first approved by NINTENDO; or (c) submits a revised
version of the Game to NINTENDO after production of such Game has
commenced, LICENSEE shall reimburse NINTENDO (or its designee) for
the reasonable estimated cost of the production of the Check Discs,
including the cost of the disc stamper. The payment will be
due (i) thirty (30) days after NINTENDO’s written
notification to LICENSEE of the Check Disc fee due NINTENDO because
of LICENSEE’s failure to approve such Check Disc;
(ii) six (6) months after the date the Game was first
approved by NINTENDO; or (iii) upon the subsequent submission
by LICENSEE of a revised version of the Game to NINTENDO, as the
case may be.
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4.6
Submission and Approval of Artwork . Prior to
submitting a completed Game to NINTENDO under Section 4.1,
LICENSEE shall submit to NINTENDO all Artwork for the proposed
Licensed Product. Within ten (10) business days of
receipt, NINTENDO shall approve or disapprove the Artwork. If
any Artwork is disapproved, NINTENDO shall specify in writing the
reasons for such disapproval and state what corrections or
improvements are necessary. After making the necessary
corrections or improvements, LICENSEE shall submit revised Artwork
to NINTENDO for approval. NINTENDO shall not unreasonably
withhold or delay its approval of any Artwork. The approval
of the Artwork by NINTENDO shall not relieve LICENSEE of its sole
responsibility for the development and quality of the Artwork or in
any way create any warranty for the Artwork or the Licensed Product
by NINTENDO. All Artwork must be approved prior to submitting
an order for the Bulk Goods or Finished Products, and LICENSEE
shall not produce any Printed Materials for commercial distribution
until such Artwork or Finished Products has been approved by
NINTENDO.
4.7
Artwork for Bulk Goods . If LICENSEE intends to submit
an order for Bulk Goods, all Artwork and other materials to be
included with the Licensed Product shall be submitted to NINTENDO
in accordance with Section 4.6 herein. No Printed
Materials shall be produced by LICENSEE until such Artwork has been
approved by NINTENDO.
4.8
Promotional Discs . In the event NINTENDO issues
Guidelines in the future that permit LICENSEE to develop and
distribute Promotional Discs, either separately or as a part of the
Licensed Product, the content and specifications of such
Promotional Disc shall be subject to all of the terms and
conditions of this Agreement, including, without limitation, the
Guidelines, the Price Schedule and the submission and approval
procedures provided for in this Section 4.
5.
ORDER PROCESS, PURCHASE PRICE,
PAYMENT AND DELIVERY
5.1
Submission of Orders by LICENSEE . After receipt of
NINTENDO’s approval for a Game and Artwork, LICENSEE may at
any time submit a written purchase order to NINTENDO for any
approved Licensed Product title. The purchase order shall
specify whether it is for Finished Products or Bulk Goods.
The terms and conditions of this Agreement shall control over any
contrary or additional terms of such purchase order or any other
written documentation or verbal instruction from LICENSEE.
All orders shall be subject to acceptance by NINTENDO or its
designee.
5.2
Purchase Price and Minimum Order Quantities . The
purchase price and minimum order quantities for Finished Products
and Bulk Goods shall be set forth in NINTENDO’s then-current
Price Schedule. Unless otherwise specifically provided for,
the purchase price includes the cost of manufacturing a single Game
Disc. No taxes, duties, import fees or other tariffs related
to the development, manufacture, import, marketing or sale of the
Licensed Products (except for taxes imposed on NINTENDO’s
income) are included in the purchase price and all such taxes are
the responsibility of LICENSEE. The Price Schedule is subject
to change by NINTENDO at any time without Notice, provided however,
that any price increase shall be applicable only to purchase orders
submitted, paid for, and accepted by NINTENDO after the date of the
price increase.
5.3
Payment . Upon placement of an order with NINTENDO,
LICENSEE shall pay the full purchase price either (a) by
tender of an irrevocable letter of credit in favor of NINTENDO (or
its designee) and payable at sight, issued by a bank acceptable to
NINTENDO and confirmed, if requested by NINTENDO, at
LICENSEE’s expense, or (b) in cash, by wire transfer to
an account designated by NINTENDO. All letters of credit
shall comply with NINTENDO’s written instructions and all
associated banking charges shall be for LICENSEE’s
account.
5.4
Delivery of Licensed Products . NINTENDO shall deliver
the Finished Products and Bulk Goods ordered by LICENSEE to
LICENSEE FOB Japan, CIP European Destination or ex-warehouse
Grossostheim, per the terms in the Price Schedule. Also per the
Price Schedule, [***] .
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