General Intellectual Property and Proprietary Rights (Other Than Trademark Rights) License Of The Test Drive Franchise

Exhibit 10.3

General Intellectual Property and Proprietary Rights (Other Than Trademark Rights) License
Of The Test Drive Franchise

November 8, 2007

The following terms and conditions establish the agreement (the “License”) between Infogrames Entertainment S.A. (“Licensee”) and Atari, Inc. (“Licensor”) with respect to the Franchise (as defined below) until such time as superseded by the long-form agreement with respect to the subject matter hereof that is contemplated by the parties.

1. Franchise:		“Franchise” collectively shall mean the series of interactive computer and video games known as “ Test Drive ” and “Test Drive Unlimited” (including, but not limited to, all written expressions of the Licensor-published retail and other versions of such games, expansion packs, add-on products, and manuals, including, without limitation, as the foregoing are set forth on Exhibit A hereto (the Catalogue Titles”), subject to any license limitations or restrictions thereon (which shall be handled in accordance with Section 7 of this License), and all intellectual property and proprietary rights owned or controlled by Licensor therein, including, without limitation, all programmers’ notes and development tools used to develop any such games, source code and object code of such games, copyrights, moral rights, inventions, patents, patent applications, trade secrets, design rights, domain names, logos, trademarks, service marks, and trade names owned or controlled by Licensor, and specifically including, but not limited to, those rights and elements (trademark registrations and applications, copyright registrations and applications, and domain names,) which are listed on Exhibit A1 hereto. Exhibit A includes Exhibit A1 and Exhibit A2. Exhibit A1 includes all of the elements of the Franchise that are owned or controlled by Licensor. All of the elements of the Franchise not owned or controlled by Licensor are listed in Exhibit A2 .
2. Licensed Products:		The products set forth in Exhibit B hereto
3. Territory:		Worldwide
4. Effective Date:		November 8, 2007
5. Term:		“Term” shall mean the seven (7) year period commencing on the Effective Date. Licensee’s rights are exclusive during the Term. Upon the expiration or earlier termination of the Term, Licensee shall have a non-exclusive, six (6) month sell-off period. Notwithstanding the fact that Licensee’s rights are exclusive during the Term, commencing on the sixth (6 th ) anniversary of the Effective Date, Licensor may meet with third parties that desire to exploit Licensed Products incorporating, based on, or otherwise derived from any element(s) of the Franchise and grant such third parties licenses therein; provided that Licensor shall not grant any such

		third parties a right or license to publish, promote, market, advertise, distribute, and otherwise exploit (other than the right to develop or manufacture) Licensed Products incorporating, based on, or otherwise derived from any element(s) of the Franchise prior to the expiration or earlier termination of the Term. Notwithstanding the foregoing, commencing on the sixth (6 th ) anniversary of the Effective Date, Licensor may take all other actions necessary to be in a position to publish, promote, market, advertise, distribute, and otherwise exploit the Franchise upon the expiration or earlier termination of the Term provided that all such actions must be conducted on a confidential, non-public basis and kept out of the public domain.
6. Nature of license:		Exclusive
7. License		Subject to receipt by Licensor of the Royalty Advance described below, and subject to the exceptions and restrictions expressly set forth in this License, Licensor hereby grants to Licensee the exclusive (even as to Licensor) right and license, under Licensor’s intellectual and proprietary rights other than Licensor’s trademark rights, to create, develop, produce, publish, promote, market, advertise, manufacture, distribute, and otherwise exploit, during the Term, Licensed Products incorporating, based on, or otherwise derived from any element(s) of the Franchise. With respect to any third-party properties included in games or otherwise that are part of the Franchise (including, by way of illustration but not limited to, vehicle names and likenesses, music, actor name and likenesses, and third party software tools) that are listed on Exhibit A2, Licensee acknowledges that such properties are not part of the license grant hereunder. Licensor shall transfer or sublicense all licenses executed with such third parties which are transferable or sublicensable provided that any such transfer or sublicense does not impair Licensor’s ability to publish any of the Catalog Titles. However, Licensor shall not object to or prevent Licensee from licensing such materials from any such third parties (including, but not limited to, the waiving of exclusivity rights, if any) and shall, at Licensee’s request, offer reasonable assistance in facilitating any such third party licensing (including, but not limited to, offering introductions, contacts, and copies of third party contracts where not prohibited by confidentiality provisions). Additionally, Licensor shall provide a copy of any other documentation, including, but not limited to, relevant correspondences and file memorandums, bills, notices of breaches, disputes, that are material to the License in order to inform Licensee of the status of such contractual relationships between Licensor and such third parties.
		The parties agree that the rights granted to Licensee hereunder, including, without limitation, those rights granted in this Section 7, are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (“Bankruptcy Code”). Licensee shall have the rights set forth herein

		with respect to the Franchise when and as developed or created. In addition, Licensee, as a licensee of intellectual property rights hereunder, shall have and may fully exercise all rights available to a licensee under the Bankruptcy Code, including, without limitation, under Section 365(n) or its successors. In the event of a case under the Bankruptcy Code involving Licensor, Licensee shall have the right to obtain (and Licensor or any trustee for Licensor or its assets shall, at Licensee’s written request, deliver to Licensee ) a copy of all embodiments (including, without limitation, any work in progress) of any intellectual property rights granted hereunder, including, without limitation, embodiments of the Franchise or any other intellectual property necessary or desirable for Licensee to use or exploit the Franchise or any Licensed Product or to exercise its rights hereunder.
		The Licensed Products created by or on behalf of Licensee or its sublicensees shall include a proper trademark and/or copyright notices indicating Licensor’s ownership in the elements and rights licensed to Licensee under this License and contained in any such Licensed Products in a form to be provided by Licensor, provided that the failure to include any such notice shall not be deemed to be a material breach of this License by Licensee where Licensee’s endeavors to promptly and prospectively correct such error.
		No later than five (5) days after the Effective Date, Licensor shall deliver or otherwise make available to Licensee all of the items set forth on Exhibit D and Exhibit D1 hereto.
8. Reserved Rights:		Except for the Licensed Products created by or on behalf of Licensee, Licensor hereby reserves the sole and exclusive ownership of the Franchise. Subject to the distribution agreement referenced below in Section 15 and notwithstanding the exclusive license grant described in Section 7, Licensor reserves the exclusive right to continue to distribute during the Term all of the Catalog Titles released prior to the Effective Date. This license is also subject to the existing licenses specified in Exhibit C hereto and to existing licenses relating to the Franchise granted by Licensee or its affiliates (other than Licensor and Licensor’s subsidiaries). All rights not expressly granted in this License are reserved by Licensor. As between Licensor and Licensee, Licensee shall be sole and exclusive owner of the Licensed Products created by or on behalf of Licensee excluding those elements or rights contained therein that are (x) in a Catalog Title and owned by Licensor or a third party or (y) set forth in Exhibit A . Except for Licensee’s ownership of the Licensed Products created by or on behalf of Licensee: (a) nothing contained in this License shall be construed as an assignment or grant to Licensee of any ownership right in or to the Franchise, or any other right, title, or interest in or to the Franchise, except as expressly set forth herein; (b) all uses of the Franchise shall inure to the benefit of Licensor; and (c) Licensee recognizes the value of the good will associated with the Franchise and acknowledges that the Franchise,

		and all rights therein and the good will pertaining thereto, belong exclusively to Licensor.
9. Wireless Platform		Notwithstanding the license grant described in Section 7 above, Licensee’s right with respect to Licensed Products playable on wireless devices, including, but not limited to, personal digital assistants and mobile, cell and satellite phones (the “Wireless Platform”) is limited, during the two (2) year period following the Effective Date, to the right to sublicense such right to an appropriate and qualified third party wireless game publisher on reasonable market terms. Licensee shall enter into such sublicense and cause the first Wireless Platform Licensed Product to be released in all major markets (i.e., United States and the major countries of the European Union) not later than six months after release of TDU2 (as hereinafter defined). Failure by Licensee to timely satisfy this commitment shall result in a reversion to Licensor of all rights with respect to Licensed Products on the Wireless Platform.
		After the expiration of the two year period commencing on the Effective Date, Licensee may, with respect to Licensed Products playable on the Wireless Platform, either sublicense its right to an appropriate and qualified third party wireless game publisher on reasonable market terms and with no obligation as to the markets of release, or publish itself, or together with an appropriate and qualified third party partner, such Licensed Products.
10. Advance Royalty:		Licensee shall pay to Licensor a non-refundable fully recoupable advance against Royalties otherwise payable hereunder in the amount of One Million Dollars (USD) ($1,000,000.00) (the “Advance Royalty”). The Advance Royalty shall be paid to Licensor within 5 (five) business days after signature of this License. The Advance Royalty shall accrue interest at a yearly rate of fifteen percent (15%) throughout the Term (the Advance Royalty, as increased by interest, compounded annually, the “Cumulative Advance Amount”). The Cumulative Advance Amount shall be fully recoupable by Licensee from Royalties earned by and otherwise due to Licensor as per this License. Notwithstanding anything to the contrary set forth herein, the Licensor shall be required to repay any unrecouped portion of the Cumulative Advance Payment as part of the Liquidated Damages (as such term is defined in Section 20).
11. Royalties:		Licensee shall pay Licensor a base royalty rate of 1.8% of Net Revenue actually received by Licensee from the sale of the Licensed Products created by or on behalf of Licensee.
		Notwithstanding the foregoing, Licensee shall pay to Licensor, in lieu of the foregoing royalties, a royalty on Net Revenue actually received by Licensee from the exploitation of Licensed Products on the Wireless Platform created by or on behalf of its sublicensees in the amount of ten percent (10%) of Net Revenue.

12. Net Revenue :		All revenue received in connection with Licensed Products created by or on behalf of Licensee or its sublicensees less: (a) Chargebacks (as defined below) incurred by Licensee; (b) freight, taxes, insurance, duties, customs and brokerage fees incurred by Licensee; and (c) in the case of sublicenseing, agency fees, IP registration and protection and enforcement costs. “Chargebacks” are defined as price protections, returns, co-op, MDF and other customary deductions and discounts, taken or granted by Licensee to its customers specifically in connection with Licensed Products created by or on behalf of Licensee or its sublicensees, plus, except with respect to sublicensing revenue, an additional three percent (3%) of gross receipts deducted in order to reflect retailer-level deductions taken for early payment, volume discounts, and similar items, but excluding marketing expenses.
13. Performance Clause:		(A) Release Commitment . Licensee shall develop (and/or have developed) and commercially release (and/or have commercially released) in all major markets (i.e., United States and the major countries of the European Union): (i) one (1) interactive software game based on the Franchise (“TDU2”) for at least one Major Platform (as defined below) and the PC Platform within twenty (20) months of the Effective Date; and (ii) at least one additional interactive software game based on the Franchise (“TDU3”) for at least one Major Platform and the PC Platform within 60 months of the Effective Date. A “Major Platform” shall mean Xbox 360, PS3, Wii, or the successors to any of the foregoing. Each of the two (2) above-mentioned interactive software games satisfying the minimum commitment must be a new stand-alone game and not a port, expansion pack or episodic content.
		(B) Distribution Commitment. Licensee shall make and maintain commercially reasonable arrangements for the manufacture, distribution, sale and timely delivery of sufficient qua