Common use of Hits Software Title Clause in Contracts

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., as a result of the Publisher not providing an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] (i.e., if Microsoft does not approve an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***]). 1. Publisher may elect either [***], [***], or [***] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the Threshold Price requirements set forth in Table 1 above. 2. After [***] days from the Commercial Release of a Hits Software Title, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement hereto as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 a Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] (i.e., if Microsoft does not approve an Xbox 360 a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier to[***]). 1. Publisher may elect either [***]Unless the Software Title is a Family Hits Title, [***]the first time a Software Title is Commercially Released as a Hits Software Title, or the [***] at initial Commercial Release as a Hits Software Title provided that royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the Threshold Price WSP requirements set forth in Table 1 above. 2. After , Publisher may select the [***] days from royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [***] royalty rate. [***] after the Commercial Release of a Hits Software TitleTitle at the [***] royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate [***] in a specific Sales Territory provided that the Hits Software Title has a Threshold Price WSP or SRP that meets the requirements for the newly elected Hits Tier [***] royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [****] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement hereto as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 a Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [****] (i.e., if Microsoft does not approve an Xbox 360 a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [****]). 1. Publisher may elect either Unless the Software Title is a Family Hits Title, the first time a Software Title is Commercially Released as a Hits Software Title, the [***], [***], or [***] at initial Commercial Release as a Hits Software Title provided that royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the Threshold Price WSP requirements set forth in Table 1 above. 2. After , Publisher may select the [****] days from royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the [****] royalty rate. [****] after the Commercial Release of a Hits Software TitleTitle at the [****] royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate [****] in a specific Sales Territory provided that the Hits Software Title has a Threshold Price WSP or SRP that meets the requirements for the newly elected Hits Tier [****] royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [****] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***xxxx] days prior to the targeted Commercial Release of the Hits Software Title, Title a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement the Xbox 360 PLA as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***xxxx] (i.e., if Microsoft does not approve an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***xxxx]). 1. Publisher may elect either Hits [***], xxxx] or Hits [***], or [***xxxx] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the Threshold Price requirements set forth in Table 1 above. 2. After [***xxxx] days from the Commercial Release of a Hits Software TitleTitle at the Hits [xxxx] royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate [xxxx] in a specific Sales Territory provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier [xxxx] royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***xxxx] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall [***] submit to Microsoft, at least [***] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., as a result of the Publisher not providing an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] (i.e., if Microsoft does not approve an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***]). 1. Publisher may elect either Hits [***], [***], ] or Hits [***] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the Threshold Price requirements set forth in Table 1 above. Publisher may change the Hits Tier for a Hits Software Title in a specific Sales Territory a maximum of two (2) times. 2. After [***] days from the Commercial Release of a Hits Software Title, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower the next sequential Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional sequential Hits Tier change, subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above. 3. Provided that at least [***] have elapsed since the prior Hits Tier selection and subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a non-sequential Hits Tier royalty rate in a specific Sales Territory, provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. 4. Effective [***], Publisher may elect to change the previously elected Hits Tier to Hits [***] for Hits Software Titles manufactured on or after [***], if (i) such Hits Software Titles have a Threshold Price that meets the requirements for Hits [***] in Table 1 above; and (ii) at least [***] have elapsed since the last Hits Tier selection for sequential Hits Tier changes and at least [***] have elapsed since the last Hits Tier selection for non-sequential Hits Tier changes. For Hits FPUs manufactured for the Japan and Asian Sales Territories, Publisher may elect Hits [***], Hits [***] or Hits [***] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the applicable Threshold Price requirements set forth in Table 1 above. 5. Publisher must submit to Microsoft, at least [***] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.. NOV. 2012 v6.0 2 Microsoft Confidential

Hits Software Title. Publisher shall submit to Microsoft, at least [***xxxx] days prior to the targeted Commercial Release of the Hits Software Title, a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., as a result of the Publisher not providing an Xbox 360 Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***xxxx] (i.e., if Microsoft does not approve an Xbox 360 Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***xxxx]). 1. Publisher may elect either Hits [***], xxxx] or Hits [***], or [***xxxx] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the Threshold Price requirements set forth in Table 1 above. Publisher may change the Hits Tier for a Hits Software Title in a specific Sales Territory a maximum of [xxxx] times. 2. After [***xxxx] days from the Commercial Release of a Hits Software Title, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower the [xxxx] Hits Tier royalty rate in a specific Sales Territory provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. A minimum of [***xxxx] days must elapse before Publisher can make an additional [xxxx] Hits Tier change, subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above. 3. Provided that at least [xxxx] have elapsed since the prior Hits Tier selection and subject to the maximum permitted Hits Tier changes per Sales Territory set forth in Section 1 above, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a [xxxx] Hits Tier royalty rate in a specific Sales Territory, provided that the Hits Software Title has a Threshold Price that meets the requirements for the newly elected Hits Tier royalty rate in Table 1 above. 4. Effective [xxxx], Publisher may elect to change the previously elected Hits Tier to Hits [xxxx] for Hits Software Titles manufactured on or after [xxxx], if (i) such Hits Software Titles have a Threshold Price that meets the requirements for Hits [xxxx] in Table 1 above; and (ii) at least [xxxx] have elapsed since the last Hits Tier selection for [xxxx] Hits Tier changes and at least [xxxx] have elapsed since the last Hits Tier selection for [xxxx] Hits Tier changes. For Hits FPUs manufactured for the Japan and Asian Sales Territories, Publisher may elect Hits [xxxx], Hits [xxxx] or Hits [xxxx] at initial Commercial Release as a Hits Software Title provided that the Software Title meets the applicable Threshold Price requirements set forth in Table 1 above. 5. Publisher must submit to Microsoft, at least [***xxxx] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days * prior to the targeted Commercial Release of the Hits Software Title, Title a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement hereto as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 a Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] * (i.e., if Microsoft does not approve an Xbox 360 a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***]*). 1. Publisher may elect either [***]Unless the Software Title is a Family Hits Title, [***], or [***] at initial Commercial Release the first time a Software Title is Commercially Released as a Hits Software Title provided that Title, the **** royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the Threshold Price WSP requirements set forth in Table 1 above. 2. After [, Publisher may select the ***] days from * royalty rate. For the avoidance of doubt, all Hits Software Titles for the European Sales Territory shall default to the **** royalty rate. Beginning **** after the Commercial Release of a Hits Software TitleTitle at the **** royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate **** in a specific Sales Territory provided that the Hits Software Title has a Threshold Price WSP or SRP that meets the requirements for the newly elected Hits Tier **** royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days * before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days * prior to the targeted Commercial Release of the Hits Software Title, Title a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement hereto as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 a Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] * (i.e., if Microsoft does not approve an Xbox 360 a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***]*). 1. Publisher may elect either [***]Unless the Software Title is a Family Hits Title, [***], or [***] at initial Commercial Release the first time a Software Title is Commercially Released as a Hits Software Title provided that Title, the **** royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the Threshold Price WSP requirements set forth in Table 1 above. 2. After [, Publisher may select the ***] days from * royalty rate. Beginning **** after the Commercial Release of a Hits Software TitleTitle at the **** royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate **** in a specific Sales Territory provided that the Hits Software Title has a Threshold Price WSP or SRP that meets the requirements for the newly elected Hits Tier **** royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days * before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.

Hits Software Title. Publisher shall submit to Microsoft, at least [***] days prior to the targeted Commercial Release of the Hits Software Title, Title a completed and signed Xbox 360 Hits Programs Election Form in the form attached to this Agreement hereto as Exhibit 6 (as may be updated via the Xbox 360 Publisher Guide) for each Sales Territory. The Xbox 360 Hits Programs Election Form will only be effective once it has been approved by Microsoft. If a Hits Software Title does not have an approved Xbox 360 Hits Programs Election Form as required hereunder (e.g., e.g. as a result of the Publisher not providing an Xbox 360 a Hits Programs Election Form or because Microsoft has not approved the Xbox 360 Hits Programs Election Form), the royalty rate for such Hits Software Title will default to Tier [***] A (i.e., if Microsoft does not approve an Xbox 360 a Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to Tier [***]A). 1. Publisher may elect either [***]Unless the Software Title is a Family Hits Title, [***], or [***] at initial Commercial Release the first time a Software Title is Commercially Released as a Hits Software Title provided that Title, the Hits Tier 1 royalty rate will apply. However, if the Software Title is a Family Hits Title and meets the Threshold Price WSP requirements set forth in Table 1 above. 2, Publisher may select the Hits Tier 2 royalty rate. After [***] days from Beginning six (6) months after the Commercial Release of a Hits Software TitleTitle at the Hits Tier 1 royalty rate, Publisher may elect to change the previously elected Hits Tier royalty rate for such Hits Software Title to a lower Hits Tier royalty rate 2 in a specific Sales Territory provided that the Hits Software Title has a Threshold Price WSP or SRP that meets the requirements for the newly elected Hits Tier 2 royalty rate in Table 1 above. A minimum of [***] days must elapse before Publisher can make an additional Hits Tier change. 3. Publisher must submit to Microsoft, at least [***] business days before placing the first manufacturing order for the applicable Hits Software Title, a completed Xbox 360 Royalty Tier Migration Form (a “Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Hits Software Title placed after the relevant Tier Migration Form has been approved by Microsoft.