Common use of Grant of Option/Distribution Rights Clause in Contracts

Grant of Option/Distribution Rights. (a) Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay, the exclusive distribution rights in the Territory to Baldur's Gate: Dark Alliance. (b) Subject to the disbursement of the Funds (as defined in Section 13.17 of this Agreement) to Interplay, Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay, the first option to obtain exclusive distribution rights in the Territory to each Scheduled Title. In regard to Named Titles Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay the exclusive distribution rights in the Territory to each Named Title. Interplay shall present to UNIVERSAL, for UNIVERSAL's review and comment, the Alpha Version of each Scheduled Title. The "Alpha Version" of an Scheduled Title is a complete, running software program containing all the features of the Scheduled Title with all software modules integrated and working together in a usable and testable fashion, but not necessarily including the title screen or demonstration mode. With respect to each such Alpha Version of each such Scheduled Title, UNIVERSAL shall have the right at any time during the *** days following UNIVERSAL's receipt of such Alpha Version to exercise its option to distribute all, but not less than all, SKUs of such Scheduled Title in the Territory, and shall inform Interplay in writing of its decision. If UNIVERSAL fails to provide any written notice to Interplay within such *** day period, UNIVERSAL shall be deemed to have exercised its option to distribute all SKUs of such Scheduled Title in the Territory. If UNIVERSAL elects to exercise it's right to distribute a particular Scheduled Title in the Territory hereunder, then such Scheduled Title will be considered a Product for the purposes of this Agreement. If UNIVERSAL declines to distribute the Scheduled Title, then UNIVERSAL will have no further rights whatsoever in the Scheduled Title and such Scheduled Title will not become a "Product" under this Agreement. Notwithstanding the foregoing, UNIVERSALagrees to exercise its option to obtain exclusive distribution rights in the Territory to each Scheduled Title submitted by Interplay which is of reasonable quality. Interplay agrees to deliver written reports to UNIVERSAL on a regular monthly basis setting forth the identity and the projected release dates for Scheduled Titles then in development. For clarity, in the event the Funds are not disbursed to Interplay for any reason whatsoever, except as provided in Section 2.1(a) above, UNIVERSAL shall have no rights whatsoever with respect to any Scheduled Titles, Named Titles or any other entertainment software products (including, but not limited to, all sequels, updates, subsequent versions, spin-offs and derivative works arising therefrom) that Interplay publishes or is planning to publish. *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC.

Grant of Option/Distribution Rights. (a) Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay, the exclusive distribution rights in the Territory to Baldur's Gate: Dark Alliance***. (b) Subject to the disbursement of the Funds (as defined in Section 13.17 of this Agreement) to Interplay, Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay, the first option to obtain exclusive distribution rights in the Territory to each Scheduled Title. In regard to Named Titles Interplay hereby grants to UNIVERSAL, and UNIVERSAL hereby accepts from Interplay the exclusive distribution rights in the Territory to each Named Title. Interplay shall present to UNIVERSAL, for UNIVERSAL's review and comment, the Alpha Version of each Scheduled Title. The "Alpha VersionALPHA VERSION" of an Scheduled Title is a complete, running software program containing all the features of the Scheduled Title with all software modules integrated and working together in a usable and testable fashion, but not necessarily including the title screen or demonstration mode. With respect to each such Alpha Version of each such Scheduled Title, UNIVERSAL shall have the right at any time during the *** days following UNIVERSAL's receipt of such Alpha Version to exercise its option to distribute all, but not less than all, SKUs of such Scheduled Title in the Territory, and shall inform Interplay in writing of its decision. If UNIVERSAL fails to provide any written notice to Interplay within such *** day period, UNIVERSAL shall be deemed to have exercised its option to distribute all SKUs of such Scheduled Title in the Territory. If UNIVERSAL elects to exercise it's right to distribute a particular Scheduled Title in the Territory hereunder, then such Scheduled Title will be considered a Product for the purposes of this Agreement. If UNIVERSAL declines to distribute the Scheduled Title, then UNIVERSAL will have no further rights whatsoever in the Scheduled Title and such Scheduled Title will not become a "Product" under this Agreement. Notwithstanding the foregoing, UNIVERSALagrees to exercise its option to obtain exclusive distribution rights in the Territory to each Scheduled Title submitted by Interplay which is of reasonable quality. Interplay agrees to deliver written reports to UNIVERSAL on a regular monthly basis setting forth the identity and the projected release dates for Scheduled Titles then in development. For clarity, in the event the Funds are not disbursed to Interplay for any reason whatsoever, except as provided in Section 2.1(a) above, UNIVERSAL shall have no rights whatsoever NO RIGHTS WHATSOEVER with respect to any Scheduled Titles, Named Titles or any other entertainment software products (including, but not limited to, all sequels, updates, subsequent versions, spin-offs and derivative works arising therefrom) that Interplay publishes or is planning to publish. --------------------- *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC.