Activision Blizzard (ATVI)

5.             ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

5.1           Submission of Orders by LICENSEE.  LICENSEE may at any time submit written purchase orders to NINTENDO for any approved Licensed Product title.  The purchase order shall specify whether it is for Finished Products or Bulk Goods.  The terms and conditions of this Agreement shall take precedence over any contrary terms of such purchase order or any other written documents submitted by LICENSEE.  All orders are subject to acceptance by NINTENDO or its designee.

5.2           Purchase Price and Minimum Order Quantities.  The purchase price and minimum order quantities for Finished Products and Bulk Goods shall be set forth in NINTENDO’s then current Price Schedule.  The purchase price includes the cost of manufacturing the Licensed Products.  No taxes, duties, import fees or other tariffs related to the development, manufacture, import, marketing or sale of the Licensed Products are included in the purchase price and all such taxes are the

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responsibility of LICENSEE (except for taxes imposed on NINTENDO’s income).  The Price Schedule is subject to change by NINTENDO at any time, provided, however, that any price increase shall be applicable only to purchase orders submitted, paid for, and accepted by NINTENDO after the effective date of the price increase.

5.3           Payment.  Upon placement of an order with NINTENDO, LICENSEE shall pay the full purchase price to NINTENDO either (a) by placement of an irrevocable letter of credit in favor of NINTENDO and payable at sight, issued by a bank acceptable to NINTENDO and confirmed, if requested by NINTENDO, at LICENSEE’s expense, or (b) in cash, by wire transfer to NINTENDO’s designated account.  All associated banking charges are the responsibility of the LICENSEE.

5.4           Shipment and Delivery.  NINTENDO shall deliver the Finished Products and Bulk Goods ordered by LICENSEE to LICENSEE FOB Japan, CIP European Destination or ex-warehouse Grossostheim, as per the terms in the Price Schedule.  Also per the Price Schedule, the minimum shipping quantity is [***] for Finished Products and [***] for Bulk Goods.  Upon mutual consent of NINTENDO and LICENSEE, orders may be delivered in partial shipments with a minimum shipment quantity as specified in the Price Schedule.  Such orders shall be delivered only to countries within the Territory.  Title to the Licensed Products shall vest in accordance with the terms of the applicable letter of credit or, in the absence thereof, per incoterms 2000.

5.             ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

5.1           Submission of Orders by LICENSEE.  After receipt of NCL’s approval for a Game and Artwork, LICENSEE may at any time submit a written purchase order to NCL for such Game.   The purchase order shall specify whether the order is for Finished Goods or Bulk Goods, and for Finished Goods the purchase order may also specify any Optional Printed Materials.   The terms and conditions of this Agreement shall control over any contrary terms of such purchase order or any other written documentation or verbal instruction from LICENSEE.  All orders shall be subject to acceptance by NCL or its designee.

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5.2           Purchase Price and Minimum Order Quantities.  The purchase price and minimum initial order and re-order quantities for the Licensed Products (both Finished Goods and Bulk Goods) and Printed Materials and Optional Printed Materials shall be as set forth in Nintendo’s then current Price Schedules.  Unless otherwise specifically provided for, the purchase price includes the cost of manufacturing the Game Disc(s).  Current Price Schedules have been, or will be, provided to LICENSEE independent of this Agreement.  No taxes, duties, import fees or other tariffs related to the development, manufacture, import, marketing or sale of the Licensed Products (except for taxes imposed on NCL’s income) are included in the Purchase Price and all such impositions are the responsibility of LICENSEE.  The Price Schedules are subject to change by Nintendo at any time without Notice.  However, any price increase shall be applicable only to purchase orders submitted, paid for, and accepted by NCL after the effective date of the price increase.

5.3           Payment.  Upon placement of an order with NCL, LICENSEE shall pay the full purchase price either (a) by tender of an irrevocable letter of credit in favor of NCL (or its designee) and payable at sight, issued by a bank acceptable to NCL and confirmed, if requested by NCL, at LICENSEE’s expense, or (b) in cash, by wire transfer to an account designated by NCL.  All letters of credit shall comply with NCL’s written instructions and all associated banking charges shall be for LICENSEE’s account.

5.4           Shipment and Delivery.  NCL shall deliver the Finished Goods or Bulk Goods ordered by LICENSEE to LICENSEE, CIP LICENSEE’s delivery location for destinations in Europe and F.O.B. Grossostheim, Germany, with shipment at LICENSEE’s direction and expense, or such other delivery point as may be specified by Nintendo.  Upon mutual consent of NCL and LICENSEE, orders may be delivered in partial shipments [***].  Such orders shall be delivered only to countries within the Territory.

5.5           Rebate Program.  NCL, at its sole option, may elect to offer LICENSEE a Rebate Program.  The terms and conditions of any Rebate Program shall be subject to NCL’s sole discretion.  LICENSEE shall not be entitled to offset any claimed rebate amount against other amounts owing NCL.  No interest shall be payable by NCL to LICENSEE on any claimed rebate.  The Rebate Program is subject to change or cancellation by NCL at any time without Notice.

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5.             ORDER PROCESS, PURCHASE PRICE, PAYMENT AND DELIVERY

5.1           Submission of Orders by LICENSEE. LICENSEE may at any time submit written purchase orders to NOA for any approved Licensed Product title. The purchase order shall specify whether it is for Finished Products or Bulk Goods. The terms and conditions of this Agreement shall control over any contrary terms of such purchase order or any other written documents submitted by LICENSEE. All orders are subject to acceptance by NOA in Redmond, WA.

5.2           Purchase Price and Minimum Order Quantities. The purchase price and minimum order quantities for Finished Products and Bulk Goods shall be set forth in NOA’s then current Price Schedule. The purchase price includes the cost of manufacturing together with a royalty for the use of the Intellectual Property Rights. No taxes, duties, import fees or other tariffs related to the development, manufacture, import, marketing or sale of the Licensed Products are included in the purchase price and all such taxes are the responsibility of LICENSEE (except for taxes imposed on NOA’s income). The Price Schedule is subject to change by NOA at any time, provided, however, that any price increase shall be applicable only to purchase orders submitted, paid for, and accepted by NOA after the effective date of the price increase.

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

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