2.            DEFINITIONS

Except as set out below, any capitalized term used herein shall have the meaning ascribed to such term in the Activision Incentive Plan.

For the purposes of this Australian Addendum:

2.            DEFINITIONS

Except as set out below, any
capitalized term used herein shall have the meaning ascribed to such term in
the Activision Incentive Plan.

For the purposes of this
Australian Addendum:

2.             DEFINITIONS

2.1           “Artwork” means the design specifications for the Game Card label and Printed Materials in the format specified by NOA in the Guidelines.

2.2           “Bulk Goods” means the Game Cards with Game Card labels affixed.

2.3           “Development Tools” means the development kits, programming tools, emulators and other materials that may be used in the development of Games under this Agreement.

2.4           “Effective Date” means October 11, 2004.

2.5           “Finished Product(s)” means the fully assembled and shrink-wrapped Licensed Products, each including a Game Card, Game Card label and Printed Materials.

2.6           “Game Card(s)” means custom card media specifically manufactured under the terms of this Agreement for play on the Nintendo DS system, incorporating semiconductor components in which a Game has been stored.

2.7           “Game(s)” means the Nintendo DS version of an interactive video game program, or other applications approved by Nintendo (including source and object/binary code) developed  for the Nintendo DS system.

2.             DEFINITIONS

2.1           “Artwork” means the design specifications for the Game Card label and Printed Materials in the format specified by NINTENDO in the Guidelines.

2.2           “Bulk Goods” means the Game Cards with Game Card labels affixed.

2.3           “Development Tools” means the development kits, programming tools, emulators and other materials that may be used in the development of Games under this Agreement.

2.4           “Effective Date” means the last date on which all parties shall have signed this Agreement.

2.5           “Finished Product(s)” means the fully assembled Game Card with a Game Card label and packaged in a plastic case or other form of protective packaging, together with Printed Materials.

2.6           “Game Card(s)” means custom card media specifically manufactured under the terms of this Agreement for play on the Nintendo DS system, incorporating semiconductor components in which a Game has been stored.

2.7           “Game(s)” means the Nintendo DS version of an interactive video game program, or other applications approved by NINTENDO (including source and object/binary code) developed for the Nintendo DS system.

2.8           “Guidelines” means the current version or any future revision of the “Nintendo DS Guidelines”, pertaining to layout, trademark usage and other requirements for the Game Card label, instruction manual and Game Card packaging; “Marketing Materials”; “Nintendo DS Development Manual”; “Guidelines on Ethical Content”; “Nintendo DS Software Submission Requirements” together with related guidelines that NINTENDO may provide to LICENSEE from time to time.  The Guidelines on Ethical Content are attached as Annex A, and the remainder of the Guidelines have been provided

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to LICENSEE independent of this Agreement.  The Guidelines may be changed or updated from time to time without notice, and the versions current from time to time will be available on request from NINTENDO.

2.9           “Independent Contractor” means any individual or entity that is not an employee of LICENSEE, including any independent programmer, consultant, contractor, board member or advisor.

2.10         “Intellectual Property Rights” means individually, collectively or in any combination, Proprietary Rights owned, licensed or otherwise held by NINTENDO that are associated with the development, manufacturing, advertising, marketing or sale of the Licensed Products, including, without limitation, (a) registered and unregistered trademarks and trademark applications used in connection with Games for the Nintendo DS system including “Nintendo™”, “Nintendo DS™”, and the “Official Nintendo Seal of Quality™”, (b) select trade dress associated with the Nintendo DS system and licensed Games for play thereon, (c) Proprietary Rights in the Security Technology incorporated into the Game Cards, (d) rights in the Development Tools for use in developing the Games, (e) patents, patent applications, utility models or design registrations associated with the Game Cards, (f) copyrights in the Guidelines, and (g) other Proprietary Rights of NINTENDO in the Confidential Information.

2.11         “Licensed Products” means (a) Finished Products, or (b) Bulk Goods when fully assembled and packaged in a plastic case or other form of protective packaging with the Printed Materials.

2.12         “Marketing Materials” means marketing, advertising or promotional materials developed by or for LICENSEE (or subject to LICENSEE’s approval) to promote the sale of the Licensed Products, including, but not limited to, television, radio and on-line advertising, point-of-sale materials (e.g. posters, counter-cards), package advertising, print media or materials and all audio or video media other than the Game that is to be included on the Game Card.

2.13         “NDA” means the non-disclosure agreement providing for the protection of Confidential Information related to the Nintendo DS system previously entered into between NINTENDO and/or Nintendo of America Inc., NINTENDO’s subsidiary of Redmond, Washington, USA (“NOA”) and LICENSEE.

2.14         “Notice” means any notice permitted or required under this Agreement. All Notices shall be sufficiently given when (a) personally served or delivered, (b) transmitted by facsimile, with an original sent concurrently by mail, or (c) deposited, postage prepaid, with a guaranteed air courier service, in each case addressed as stated herein, or addressed to such other person or address either party may designate in a Notice. Notice shall be deemed effective upon the earlier of actual receipt or two (2) business days after transmittal.

2.15         “Price Schedule” means the current version or any future revision of NINTENDO’s schedule of purchase prices and minimum order quantities for Finished Products and Bulk Goods.  The Price Schedule has been provided to LICENSEE independent of this Agreement and may be changed or updated from time to time without notice, and the version current from time to time will be available on request from NINTENDO.

2.16         “Printed Materials” means the Game Card label and title sheet, user instruction booklet, poster, warranty card and LICENSEE inserts incorporating the Artwork, together with a Health and Safety Precautions Booklet as specified by NINTENDO.

2.17         “Proprietary Rights” means any rights or applications for rights to the extent recognized anywhere in the Territory relating to the Nintendo DS System, and owned, licensed or otherwise held in patents, trademarks, service marks, copyrights and neighboring rights, semiconductor chip layouts or masks, trade secrets, utility models, registered design rights, unregistered design rights, database rights, get up, trade dress, moral rights and publicity rights, together with all inventions, discoveries, ideas, know-how, data, information processes, methods, procedures, formulas, drawings and designs, computer programs, software source code and object code, and all amendments, modifications, and improvements thereto for which such patent, trademark,

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service mark, copyright and neighboring rights, semiconductor chip layouts or mask, trade secrets, utility models, registered design rights, unregistered design rights, database rights, get up, trade dress, moral rights or publicity rights may exist or may be sought and obtained in the future.

2.18         “Reverse Engineer(ing)” means, without limitation, [***] or (c) any other technique designed to extract source code or facilitate the duplication of a program or product.

2.19         “Security Technology” means, without limitation, any security signature, bios, data scrambling, password, hardware security apparatus, watermark, hologram, encryption, Digital Rights management system, copyright management information system or any feature that facilitates or limits compatibility with other hardware, software, or accessories or other peripherals outside of the Territory or on a different video game system.

2.20         “Sole License” shall mean a license under which only the licensor and a single licensee can utilize the subject matter of the license.

2.21         “Term” means three years from the Effective Date.

2.22         ‘Territory” means any and all countries within the European Economic Area; namely Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom.  The Territory shall also include Australia, New Zealand, Switzerland and Turkey.  NINTENDO may add additional countries to the Territory upon written notice to LICENSEE.

2.23         “TM” means trade mark of NINTENDO, whether registered or not.

SECTION 1.         DEFINITIONS.

(a)           “Accumulation Period” means a six month period during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(b).

(b)           “Board” means the Board of Directors of the Company, as constituted from time to time.

(c)           “Code” means the Internal Revenue Code of 1986, as amended.

(d)           “Committee” means a committee of the Board, as described in Section 3.

(e)           “Company” means Activision, Inc., a Delaware corporation.

(f)            “Compensation” means all compensation, including, but not limited to base salary, wages, commissions, overtime, shift premiums and bonuses, plus draws against commissions.  The Committee shall determine whether a particular item is included in Compensation.

(g)           “Eligible Employee” means any employee of a Participating Company who meets each of the following requirements:

SECTION 1.         DEFINITIONS.

(a)           “Accumulation Period” means a six month period during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(b).

(b)           “Board” means the Board of Directors of the Company, as constituted from time to time.

(c)           “Code” means the Internal Revenue Code of 1986, as amended.

(d)           “Committee” means a committee of the Board, as described in Section 3.

(e)           “Company” means Activision, Inc., a Delaware corporation.

(f)            “Compensation” means all W-2 compensation, including, but not limited to base salary, wages, commissions, overtime, shift premiums and bonuses, plus draws against commissions; provided, however, that for purposes of determining a Participant’s compensation herein, any election by such Participant to reduce his or her regular cash remuneration under Section 125 or 401(k) of the Code shall be treated as if the Participant did not make such election.  The Committee shall determine whether a particular item is included in Compensation.

(g)           “Eligible Employee” means any employee of a Participating Company who meets each of the following requirements:

As further described in this Agreement and the Xbox 360 Publisher Guide (defined below), the following terms have the following respective meanings:

2.1                                

2.             DEFINITIONS

2.1           “Artwork” means the design specifications for the Game Card label and Printed Materials in the format specified by NOA in the Guidelines.