Exhibit 10.18
January 1, 2004
Leslie Brown
THQ Inc.
27001 Agoura Road, Suite 325
Calabasas Hills, CA 91301
Fax: 818-871-7400
Re: Online License on the
PlayStation®2 Console
Dear Leslie :
This Letter Agreement amends the
PlayStation®2 CD-ROM/DVD-ROM Licensed Publisher Agreement,
effective as of April 1, 2000 (“PS2 LPA”) between
Sony Computer Entertainment America Inc. (“SCEA”) and
THQ Inc. (“Company”). This Letter Agreement
amends the PS2 LPA’s terms only to the extent of the terms
and conditions set forth in this Letter Agreement. All other
terms and conditions of the PS2 LPA shall remain in full force and
effect with respect to Online Licensed Products (as defined below)
and to other of Company’s Licensed Products.
Capitalized terms used herein and not defined shall have the
meanings attributed to them in the PS2 LPA. SCEA’s
decision to grant this limited license of online rights to Company
does not constitute, nor shall it be construed as, a waiver of any
other provision of the PS2 LPA, nor does it constitute nor shall it
be construed as a waiver of the PS2 LPA regarding any further
events or circumstances.
The parties hereto agree as follows:
1.
Definitions
.
a.
“Network Adaptor” means
the Network Adaptor (Ethernet/modem) for PlayStation 2), which
connects the System to the Internet for Online Gameplay through a
dial-up or high speed (broadband) connection/Internet service
provider, or connects Systems through a local area network
(“LAN”) environment.
b.
“Online Gameplay” means
interaction integral to a game or gameplay on a System that is
connected to the Internet in some manner (including but not limited
to through usage of the Network Adaptor) and which allows an end
user to play other end users across the Internet or LAN
environment. “Online Gameplay” shall exclude all
services, sales other then the sale of Online Gameplay Features to
Company end-users, advertisements and promotions or the ability to
link to same, made available to end users across the Internet or a
LAN environment, unless expressly approved by SCEA.
c.
“Online Gameplay
Features” means downloadable enhancements, additions,
patches, and updates, including but not limited to, characters,
scripts, levels, modifications and otherwise provided to users
after sale of a Unit of that Individual Online Licensed
Product. “Online Gameplay Features” shall not be
playable independent of the corresponding Online Licensed
Product.
d.
“Online Licensed
Product” means a Licensed Product as defined in the PS2 LPA
that incorporates Online Gameplay Features and that is designed to
allow Online Gameplay.
e.
“System” means the
PlayStation®2 computer entertainment system.
CONFIDENTIAL
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2.
License Grant for Online
Licensed Products . SCEA
grants to Company, for the term of the PS2 LPA, within the Licensed
Territory, under SCEA Intellectual Property Rights owned,
controlled or licensed by SCEA, a non-exclusive, non-transferable
license, without the right to sublicense (except as specifically
provided herein), to develop and publish Online Licensed Products
to end users. The code and data comprising Online Gameplay
Features that Company makes available to end users for any specific
Online Licensed Product shall not exceed **** of the code and data
comprising the associated Licensed Product. If Company
desires to exceed the **** limitation set forth in this section,
Company and SCEA shall meet and discuss on an ad hoc
basis.
3.
Format of Online Licensed
Products . Online Licensed Products shall be distributed to
end users in the form of PlayStation® 2 Format Discs
only. Subsequent to sale of the Online Licensed Product,
associated Online Gameplay Features may be distributed to end users
pursuant to section 2 above governing terms in the SourceBook
2. SCEA reserves the right to insert serial numbers on all
PlayStation 2 Format Discs for security and authentication
purposes.
4.
Compatibility of Online
Licensed Products . All
Online Licensed Products will support and be compatible with the
Network Adaptor. Company shall be solely responsible for
functionality and operational compatibility of Online Licensed
Products with any such third party peripheral, and SCEA shall have
no responsibility to test or review any such third party
peripherals. SCEA shall further not be held responsible for
any actual, incidental or consequential damages that may result
from possession, use or malfunction of such third party peripherals
when used with Online Licensed Products or the System. If an
Online Licensed Product supports third party peripherals, SCEA may
test or review some or all of such third party peripherals its sole
discretion, provided that (i) any such testing or review by
SCEA shall not obligate SCEA to test or review other or any
supported third party peripherals: (ii) any such testing or
review by SCEA shall not shift to SCEA any responsibility to ensure
or assess third party peripheral compatibility or require SCEA to
report third party peripheral incompatibilities; and (iii) if
requested by SCEA, Company must provide to SCEA a reasonable number
of samples of any such third party peripheral products for testing
and review in a timely manner. In the event that any third
party peripheral fails to perform to SCEA’s satisfaction,
SCEA shall have the right to require that Company remove
applications that support the third party peripheral.
Publisher shall not make Online Licensed Products playable on
platforms other than the System.
5.
Security and Authentication of
Online Licensed Products . Company shall utilize an authentication or
authorization system to be provided, licensed or identified by SCEA
for all Online Licensed Products to authenticate the veracity of
PlayStation®2 hardware and software, including but not limited
to, Format Discs and Systems.
6.
Royalty on Online Licensed
Products . The
royalty for Online Licensed Products as provided in the PS2 LPA for
Licensed Products in addition to a **** royalty on gross
online-generated revenues, meaning **** given by end users in
exchange for Online Gameplay or Online Gameplay Features in
conjunction with any Online Licensed Product.
7.
Royalties on Indirect Revenues
Related to Online Titles . In
the event that Company is permitted to charge a royalty,
subscription fee or to be paid any monetary consideration by third
parties for activities related to Online Gameplay of the Online
Titles, including but not limited to
* Confidential portion omitted and filed
separately with the Securities and Exchange Commission.
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a
