Activision Blizzard (ATVI)

6.             MANUFACTURE OF THE LICENSED PRODUCT

6.1           Manufacturing.  Given NINTENDO’s ownership of the valuable Intellectual Property Rights, NINTENDO shall be the exclusive source for the manufacture of the Game Cards, and shall control all aspects of the manufacturing process, including the selection of the locations and specifications for any manufacturing facilities, determination of materials and processes, appointment of suppliers and subcontractors, and management of all work-in-progress.

6.2           Manufacture of the Licensed Products.  Upon acceptance by NINTENDO of a purchase order for an approved Licensed Product title and payment as provided for under Section 5.3 herein, NINTENDO will arrange for the manufacture of Finished Product or Bulk Goods, as specified in LICENSEE’s purchase order.  In this regard, LICENSEE shall submit to NINTENDO certain technical information as set forth in a questionnaire entitled “Software Submission Requirements” which has been provided to LICENSEE by NINTENDO.

6.3           Security Features.  The final release version of the Game, Game Cards and Printed Materials shall include such Security Technology as NINTENDO, in its sole discretion and at its sole expense, may deem necessary or appropriate.

6.4           Production of Bulk Goods Printed Materials.  For Bulk Goods, LICENSEE shall arrange and pay for the production of the Printed Materials using the Artwork.  Upon receipt of an order of Bulk Goods, LICENSEE shall assemble the Game Cards and Printed Materials into the Licensed Products.  Licensed Products may be sold or otherwise distributed by LICENSEE only in fully assembled condition and placed in a plastic case or other protective packaging.

6.5           Sample Printed Materials and Bulk Goods.  Within a reasonable period of time after LICENSEE’s assembly of the initial order for a Bulk Goods title, LICENSEE shall provide NINTENDO with (a) one (1) sample of the fully assembled, Licensed Product, and (b) five (5) samples of LICENSEE produced Printed Materials for such Licensed Product.

6.6           Retention of Sample Licensed Products by NINTENDO.  NINTENDO may, at its own expense. manufacture reasonable quantities of the Game Cards or the Licensed Products, not to exceed fifty (50) units, to be used for archival purposes, legal proceedings against infringers of the Intellectual Property Rights or for other lawful purposes (but not for resale).

6.             MANUFACTURE OF THE LICENSED PRODUCT

6.1           Manufacturing.  NCL (including through its subcontractors and licensees) shall be the exclusive source for the manufacture the Game Discs, Check Discs and Promotional Discs, and shall control all aspects of the manufacturing process, including the selection of the locations and specifications for any manufacturing facilities, determination of materials and processes, appointment of suppliers and subcontractors, and management of all work-in-progress.  Upon acceptance by NCL of a purchase order from LICENSEE and receipt of payment as provided for at Section 5.3 herein, NCL shall (through its suppliers and subcontractors) arrange for the manufacture of the Licensed Product.  In this regard, LICENSEE shall submit to NCL certain technical information as set forth in a questionnaire entitled “Software Submission Requirements” which has been provided to LICENSEE by NCL.

6.2           Security Features.  The final release version of the Game, the Game Disc and the Printed Materials shall include such Security Technology as NCL, in its sole discretion, deems necessary or appropriate to (a) reduce the risk of unlawful copying or other unlawful, unsafe or unauthorized uses, (b) protect the Proprietary Rights of NCL and of the LICENSEE, (c) promote consumer confidence, and (d) increase the quality, reliability or operation of the NINTENDO GAMECUBE system.

6.3           Bulk Goods Orders.  LICENSEE may elect to order Bulk Goods under the terms of this Agreement, in which event LICENSEE shall arrange and pay for the production of the Printed Materials and the final assembly of the Licensed Product in accordance with the Guidelines.

6.4           Printed Materials for Bulk Goods.  Upon delivery to LICENSEE of Bulk Goods, LICENSEE shall assemble the Printed Materials and Game Discs into the Licensed Products in accordance with the Guidelines.  Bulk Goods may be sold or distributed by LICENSEE only when fully assembled in accordance with the Guidelines.  NCL may establish quality standards with regard to some or all of the Printed Materials and may identify to LICENSEE certain named suppliers within the Territory who NCL believes can meet such quality standards.  LICENSEE may choose its own suppliers of such Printed Materials but shall comply with all such quality standards as may be notified to LICENSEE by NCL from time to time.

6.5           Sample Printed Materials for Bulk Goods.  Within a reasonable period of time after LICENSEE’s assembly of an initial order for a Bulk Goods title, LICENSEE shall provide NCL with (a) two (2) samples of the fully assembled Licensed Product, and (b) [***] samples of the LICENSEE-produced Printed Materials (excluding the plastic disc storage case, warranty card, poster and precautions booklet) for such Bulk Goods.

12

6.6           Retention of Sample Licensed Products by NCL.  NCL may, at its own expense, manufacture reasonable quantities of the Game Discs, the Printed Materials or the Licensed Products not to exceed fifty (50) copies, to be used for archival purposes, legal proceedings against infringers of the Intellectual Property Rights and for other lawful purposes, not to include sales of the copies.

6.             MANUFACTURE OF THE LICENSED PRODUCT

6.1           Manufacturing.  Nintendo shall be the exclusive source for the manufacture of the Game Cards, and shall control all aspects of the manufacturing process, including the selection of the locations and specifications for any manufacturing facilities, determination of materials and processes, appointment of suppliers and subcontractors and management of all work-in-progress.

6.2           Manufacture of the Licensed Products. Upon acceptance by NOA of a purchase order for an approved Licensed Product title and payment as provided for under Section 5.3 herein, NOA will arrange for the manufacture of Finished Product or Bulk Goods, as specified in LICENSEE’s purchase order.

6.3           Security Features. The final release version of the Game, Game Cards and Printed Materials shall include such Security Technology as Nintendo, in its sole discretion and at its sole expense, may deem necessary or appropriate.

6.4           Production of Bulk Goods Printed Materials. For Bulk Goods, LICENSEE shall arrange Goods, LICENSEE shall assemble the Game Cards and Printed Materials into the Licensed Products. Games may be sold or otherwise distributed by LICENSEE only in fully assembled and shrink-wrapped Licensed Products.

6.5           Prior Approval of LICENSEE’s Independent Contractor. Prior to the placement of a purchase order for Bulk Goods, LICENSEE shall obtain NOA’s approval of any Independent Contractors selected to perform LICENSEE’s production and assembly operations.  LICENSEE shall provide NOA with the names, addresses and all business documentation reasonably requested by NOA for such Independent Contractors. NOA may, prior to approval and at reasonable intervals thereafter, (a) require submission of additional business or financial information regarding the Independent Contractors, (b) inspect the facilities of the Independent Contractors, and (c) be present to supervise any work on the Licensed Products to be done by any Independent Contractors. If at any time NOA deems an Independent Contractor to be unable to meet quality, security or performance standards reasonably established by NOA, NOA may refuse to grant its approval or withdraw its approval upon Notice to Licensed Product by such Independent Contractor until NOA’s concerns have been resolved to its satisfaction or until LICENSEE has selected and received NOA’s approval of another Independent Contractor. NOA

[***]  The portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the Securities and Exchange Commission.

7