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AMENDMENT TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT

License Agreement

AMENDMENT TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT
 | Document Parties: THQ INC | Microsoft Licensing, GP You are currently viewing:
This License Agreement involves

THQ INC | Microsoft Licensing, GP

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Title: AMENDMENT TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT
Date: 2/8/2007
Industry: Software and Programming     Sector: Technology

AMENDMENT TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT
, Parties: thq inc , microsoft licensing  gp
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Exhibit 10.1

AMENDMENT TO THE

XBOX 360 PUBLISHER LICENSING AGREEMENT

(Platinum/Classic Hits Program)

This Amendment to the Xbox 360 Publisher License Agreement (this “Amendment”) is entered into and effective as of October 1, 2006 (the “Amendment Effective Date”) by and between Microsoft Licensing, GP,a Nevada general partnership (“Microsoft”), and THQ Inc. (“Publisher”), and supplements that certain Xbox 360 Publisher License Agreementbetween the parties dated as of  October 31, 2005, as amended (the “Xbox 360 PLA”).

RECITALS

A.            Microsoft and Publisher entered into the Xbox 360 PLA to establish the terms under which Publisher may publish video games for Microsoft’s Xbox 360 video game system.

B.            The parties now wish to amend certain terms of the Xbox 360 PLA for Publisher’s continued manufacture and distribution of video games for the Xbox 360.

Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:

1.             Definitions; Interpretation

1.1           “Standard FPU” means an FPU of a Software Title which is not a Hits FPU (defined below in Section 2.1).

1.2           Except as expressly provided otherwise in this Amendment, capitalized terms shall have the same meanings ascribed to them in the Xbox 360 PLA or its amendments.

1.3           The terms of the Xbox 360 PLA are incorporated by reference, and except and to the extent expressly modified by this Amendment or any previous amendments, the Xbox 360 PLA shall remain in full force and effect and is hereby ratified and confirmed.   In the event of any conflict between this Amendment and the Xbox 360 PLA or any prior amendments thereto, the terms of this Amendment shall control.  In the event of any conflict between this Amendment and the Xbox 360 Publisher Guide, the terms of this Amendment shall control.

2.             Hits Programs

2.1           Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Platinum or Classic Family Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”).  If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least **** notice of its intent to have a certain Software Title participate in the Hits Program; and b) a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 no later than **** prior to the targeted Commercial Release of the Hit FPU.  If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU and Microsoft receives the Hits Programs Election Form on time, Publisher is authorized to manufacture and distribute Hit FPUs in such Sales Territory and at the royalty rate in Table 2 of Section 3 of this Amendment applicable to “Hit FPUs.”  In order for a Software Title to qualify as a Hits FPU in a Sales Territory, the following conditions, as applicable per Hits Program, must be satisfied:

2.1.1        For all Hits Programs, the Software Title must have been commercially available as a Standard FPU in the applicable Sales Territory for at least **** but not more than ****.  Notwithstanding the foregoing, a Software Title intended to qualify as a Hit FPU in the Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until **** may qualify after ****.

* Confidential portion omitted and filed separately with the Securities and Exchange Commission.

1

 



2.1.2        To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating from the ESRB; a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger.  Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program.

2.1.3        In any calendar year in a Sales Territory, Publisher may not publish more than **** Software Titles as part of the Platinum or Classic Hits Family Program.

2.1.4        As of the date Publisher wishes to Commercially Release the Software Title as a Hits FPU, Publisher must have manufactured the following minimum quantities of Standard FPUs of the Software Title for the applicable time period, Sales Territory and Hits Program.

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