Activision Blizzard (ATVI)

2.             Hits Programs

2.1           Publisher may elect to participate in certain Xbox 360 Platinum or Classic Hits or Platinum or Classic Family Hits programs (collectively referred to herein as “Hits Programs”) for qualified Software Titles (each unit of such Software Title qualified and participating in a Hits Program is referred to herein as a “Hit FPU”).  If Publisher elects to participate in a Hits Program, Publisher must provide Microsoft a) at least [***] days notice of its intent to have a certain Software Title participate in the Hits Program; and b) a completed and signed Hits Programs Election Form in the form attached hereto as Exhibit 1 no later than [***] business days days prior to the targeted Commercial Release of the Hit FPU.  If a Software Title meets the applicable participation criteria in a particular Sales Territory at the time of the targeted Commercial Release date of the Hit FPU and Microsoft receives the Hits Programs Election Form on time, Publisher is authorized to manufacture and distribute Hit FPUs in such Sales Territory and at the royalty rate in Table 2 of Section 3 of this Amendment applicable to “Hit FPUs.”  In order for a Software Title to qualify as a Hits FPU in a Sales Territory, the following conditions, as applicable per Hits Program, must be satisfied:

2.1.1        For all Hits Programs, the Software Title must have been commercially available as a Standard FPU in the applicable Sales Territory for at least [***] continuous months but not more than [***] months.  Notwithstanding the foregoing, a Software Title intended to qualify as Hit FPU in the Japan or Asian Sales Territories during the period starting on the Amendment Effective Date until June 30, 2007 may qualify after [***] months.

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2.1.2        To qualify as a Platinum or Classic Family Hit, the Software Title must (i) have received an “E,” or, in the event such rating is officially adopted by the ESRB, an “E10” rating from the ESRB; a “PEGI 3+” or “PEGI 7+” rating in Europe, an “A: All Ages” rating from CERO in Japan and/or an equivalent rating in the applicable Sales Territory (to the extent Software Titles are rated by regulatory boards within the applicable Sales Territory); and (ii) be character based and/or appeal, as determined by Microsoft in its sole good faith discretion, to children 12 years of age and younger.  Notwithstanding the foregoing, annual sports titles will not qualify for the Platinum Family Hits program.

2.1.3        In any calendar year in a Sales Territory, Publisher may not publish more than [***] Software Titles as part of the Platinum or Classic Hits Family Program.

2.1.4        As of the date Publisher wishes to Commercially Release the Software Title as a Hits FPU, Publisher must have manufactured the following minimum quantities of Standard FPUs of the Software Title for the applicable time period, Sales Territory and Hits Program.

Table 1: Manufacturing Requirements