Activision Blizzard (ATVI)

7.             MARKETING AND ADVERTISING

7.1           Approval of Marketing Materials.  LICENSEE represents and warrants that the Marketing Materials shall (a) be of high quality and comply with the Guidelines, (b) comply with all ESRB advertising, marketing and merchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed.  All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that is consistent with the principles and guidelines issued by the ESRB and that complies with the Children’s Online Privacy Protection Act.  Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials.  NOA shall, within ten (10) business days of receipt, approve or disapprove the quality of such samples.  If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary.  After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA.  No Marketing Materials shall be used or distributed by LICENSEE without NOA’s prior written approval.  NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

7.2           No Bundling.  To protect Nintendo’s valuable Intellectual Property Rights, to prevent the dilution of Nintendo’s trademarks and to preclude free-riding by non-licensed products on the goodwill associated with Nintendo’s trademarks, LICENSEE shall not market or distribute any Licensed Products that are bundled with (a) any peripheral designed for use with the Nintendo DS system that has not been licensed or approved in writing by NOA, or (b) any

8

7.             MARKETING AND ADVERTISING

7.1           Approval of Marketing Materials.  LICENSEE represents and warrants that the Marketing Materials shall (a) be of high quality and comply with the Guidelines as well as the

6

guidelines of the PEGI, and (b) comply with all applicable laws, regulations and official codes of practice in those jurisdictions in the Territory where they will be used or distributed.  All LICENSEE controlled websites featuring the Games shall adopt a privacy policy that complies with all applicable local laws, regulations and official guidelines.  To protect NINTENDO’s valuable Intellectual Property Rights, to prevent the dilution of NINTENDO’s trade marks, and to avoid use of the licensed Intellectual Property Rights giving rise to any implication of NINTENDO’s sponsorship, association, approval or endorsement where this is not the case, prior to actual use or distribution, LICENSEE shall submit to NINTENDO for review samples of all proposed Marketing Materials.  NINTENDO shall, within ten (10) business days of receipt, approve or disapprove the quality of such samples.  If any of the samples are disapproved, NINTENDO shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary.  After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NINTENDO.  No Marketing Materials shall be used or distributed by LICENSEE without NINTENDO’s prior written approval. NINTENDO shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

7.2           No Bundling.  To protect NINTENDO’s valuable Intellectual Property Rights, to prevent the dilution of NINTENDO’s trademarks, and to avoid use of the licensed Intellectual Property Rights giving rise to any implication of NINTENDO’s sponsorship, association, approval or endorsement where this is not the case, LICENSEE shall not, without NINTENDO’s prior written approval, market or distribute any Licensed Products that are bundled with (a) any peripheral designed for use with the Nintendo DS system that has not been licensed or approved in writing by NINTENDO, or (b) any other product or service where NINTENDO’s sponsorship, association, approval or endorsement might be suggested by the bundling of the products or services.

7.3           Warranty and Repair.  LICENSEE shall provide the original consumer with a minimum one hundred eighty (180) day (or such longer minimum period as may be required by applicable law) limited warranty on all Licensed Products.  LICENSEE shall also provide reasonable product service, including out-of-warranty service, for all Licensed Products.

7.4           Business Facilities.  LICENSEE agrees to develop and maintain sufficient customer service, either directly or through a third party, to adequately support the Licensed Products.”

7.5           No Sales Outside the Territory.  LICENSEE represents and warrants that it shall not market, sell, offer to sell, import or distribute the Licensed Products outside the Territory, or within the Territory when LICENSEE has actual or constructive knowledge that a subsequent destination of the Licensed Product is outside the Territory.

7.6           Defects and Recall.  In the event of a material programming defect in a Licensed Product that would, in NINTENDO’s reasonable judgment, significantly impair the ability of a consumer to play the Game, NINTENDO may, after consultation with LICENSEE, require the LICENSEE to recall the Licensed Product and undertake suitable repairs or replacements.

7.7           Nintendo Promotional Materials, Publications and Events.  With a view to improving the competitiveness of the video game products consisting of Nintendo video game systems and services and compatible software published by LICENSEE and others, at its option, NINTENDO may (a) insert in the Printed Materials for the Licensed Products promotional materials concerning publications and promotions for such video game products, (b) utilize screen shots, Artwork and information regarding the Licensed Products in all NINTENDO published or officially licensed magazines, official NINTENDO-sponsored web sites, or other advertising, promotional or marketing media that promotes such video game products, services or programs, and (c) exercise public performance rights in the Games and use related trademarks and Artwork in connection with NINTENDO sponsored contests, tours, conventions, trade shows, press briefings and similar events that promote such video game products.

7.8           Nintendo Gateway System.  To promote and increase demand for games on Nintendo video game systems, NINTENDO licenses a system (the “Nintendo Gateway System”) in various non-coin activated commercial settings such as commercial airlines, cruise ships, rail systems and hotels, where customers play games on specially adapted Nintendo video game systems.  If NINTENDO identifies a Game for possible license on the Nintendo Gateway System, the parties agree to conduct good faith negotiations toward including the Game in the Nintendo Gateway System.

7

7.             MARKETING AND ADVERTISING

7.1           Approval of Marketing Materials.  LICENSEE represents and warrants that the Printed Materials and the Marketing Materials shall be of high quality and comply with the Guidelines, as well as the guidelines of the PEGI, and shall comply with all applicable laws, regulations, orders, and official codes of practice in those jurisdictions in the Territory where they will be used or distributed.  All LICENSEE-controlled web sites featuring the Games shall adopt a privacy policy that complies [***].  Prior to actual use or distribution, LICENSEE shall submit to NCL for review samples of all proposed Marketing Materials.  NCL shall, within ten (10) business days of receipt, approve or disapprove of the quality of such samples.  If any of the samples are disapproved, NCL shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary.  After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NCL.  No Marketing Materials shall be used or distributed by LICENSEE without NCL’s prior written approval. NCL shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

7.2           Bundling.  In order to avoid use of the licensed Intellectual Property Rights giving rise to any implication of NCL’s sponsorship, association, approval or endorsement where this is not the case, LICENSEE shall not, without NCL’s prior written approval, market or distribute any Finished Goods or Bulk Goods that have been bundled with (a) any peripheral designed for use with the NINTENDO GAMECUBE system that has not been licensed or approved in writing by NCL, or (b) any other product or service where NCL’s association or endorsement might be suggested by bundling the material, item, products or services.

7.3           Warranty and Repair.  LICENSEE shall provide the original consumer with a minimum one hundred eighty (180) day (or such longer minimum period as may be required by applicable law) limited warranty on all Licensed Products.  LICENSEE shall also provide reasonable product service, including out-of-warranty service, for all Licensed Products.  LICENSEE shall make such warranty and repair information available to consumers as required by applicable law.

13

7.4           Business Facilities.  LICENSEE agrees to develop and maintain sufficient customer service, either directly or through a third party, to adequately support the Licensed Products.

7.5           No Sales Outside the Territory.  LICENSEE represents and warrants that it shall not market, sell, offer to sell, import or distribute the Licensed Products outside the Territory, or within the Territory when LICENSEE has actual or constructive knowledge that a subsequent destination of the Licensed Product is outside the Territory.

7.6           Defects and Recall.  In the event of a material programming defect in a Licensed Product that would, in NCL’s reasonable judgment, significantly impair the ability of a consumer to play the Game, NCL may, after consultation with LICENSEE, require LICENSEE, at LICENSEE’s expense, to recall the Licensed Products and undertake suitable repairs or replacements.

7.7           NCL Promotional Materials, Publications and Events.  With a view to improving the competitiveness of the video game products consisting of NCL video game systems and services and compatible software published by LICENSEE, at its option, NCL may:  (a) insert in the Printed Materials for the Licensed Products promotional materials concerning, publications about, and promotions for such video game products; (b) utilize screen shots, Artwork and information regarding the Licensed Products in NCL published magazines or other publications, or in other advertising, promotional or marketing media which promotes such video game products; and (c) exercise public performance rights in the Games and use related trademarks and Artwork in connection with NCL sponsored contests, tours, conventions, trade shows, press briefings and similar events which promote such video game products.  NCL shall submit to LICENSEE for review printed materials and related art for the Game that NCL intends to use in publications or media or marketing programs.

7.8           Nintendo Gateway System.  To promote and increase demand for games on NCL Video game systems, NCL licenses select games in various non-coin activated commercial settings such as commercial airlines, cruise ships, rail systems and hotels, where customers play games on specially adapted NCL video game hardware referred to as the “Nintendo Gateway System.”  If NCL identifies a Game for possible license on the Nintendo Gateway System, the parties agree to conduct good faith negotiations to determine commercially reasonable terms for such participation.

14

7.             MARKETING AND ADVERTISING

7.1           Approval of Marketing Materials. LICENSEE represents and warrants that the Marketing Materials shall (a) be of high quality and comply with the Guidelines, (b) comply with all ESRB advertising, marketing and merchandising guidelines, and (c) comply with all applicable laws and regulations in those jurisdictions in the Territory where they will be used or distributed. All LICENSEE controlled websites featuring the Games shall adopt a privacy policy [***] and that complies with the Children’s Online Privacy Protection Act. Prior to actual use or distribution, LICENSEE shall submit to NOA for review samples of all proposed Marketing Materials. NOA shall, within ten (10) business days of receipt, approve or disapprove the quality of such samples. If any of the samples are disapproved, NOA shall specify the reasons for such disapproval and state what corrections and/or improvements are necessary. After making the necessary corrections and/or improvements, LICENSEE shall submit revised samples for approval by NOA. No Marketing Materials shall be used or distributed by LICENSEE without NOA’s prior written approval. NOA shall not unreasonably withhold or delay its approval of any proposed Marketing Materials.

7.2           No Bundling. To protect Nintendo’s valuable Intellectual Property Rights, to prevent the dilution of Nintendo’s trademarks and to preclude free-riding by non-licensed products on the goodwill associated with Nintendo’s trademarks, LICENSEE shall not market or distribute any Licensed Products that are bundled with (a) any peripheral designed for use with the Nintendo DS system that has not been licensed or approved in writing by NOA, or (b) any

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

8