Activision Blizzard (ATVI)

4.             SUBMISSION AND APPROVAL OF GAME AND ARTWORK

4.1           Development and Sale of the Games.  LICENSEE may develop Games and have manufactured, advertise, market and sell Licensed Products for play on the NINTENDO GAMECUBE system only in accordance with this Agreement.

4.2           Submission of a Completed Game to NCL.  Upon completion of a Game, LICENSEE shall deliver a prototype of the Game to NCL in a format specified in the Guidelines.  Delivery shall be made in accordance with the methods approved in the Guidelines.  Each submission shall include such other information or documentation deemed necessary by NCL, including, without limitation, a complete set of written user instructions, a complete description of any security holes, backdoors, time bombs, cheats, safe files, “Easter eggs” or other hidden features or characters in the Game [***].  LICENSEE must establish that the Game and any other content included on the Game Cartridge complies with the guidelines of the Pan European Game Information System (PEGI), the Unterhaltungssoftware Selbstkontrolle (USK), the Office of Film and Literature Classification (OFLC), or any other national or regional game rating system that NCL may accept, as applicable.  LICENSEE shall be responsible for the submission of the Game to the appropriate national or regional game rating organization and shall provide NCL with a statement or certificate in writing from the relevant organization, confirming the rating

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for the Game.  Where any such game has been rated as being suitable only for players aged 18 and over (or an equivalent rating),  LICENSEE must submit a certificate in writing that confirms the game is rated as no higher than “M” (mature) by the Entertainment Software Rating Board (ESRB) of the U.S.  In addition, NCL reserves the right to require LICENSEE to provide NCL with such additional written indemnification for damages, claims, loss, liability, fine or penalty resulting from the marketing, distribution or sale of a Game with such an age rating, as NCL, in its sole discretion, may request.  If any such age rating is subsequently changed by the relevant organization, LICENSEE shall inform NCL forthwith in writing of that fact and LICENSEE shall then comply with the above provisions in relation to such new age rating.

4.3           Testing of a Completed Game.  Upon submission of a completed Game, NCL shall promptly test the Game with regard to its technical compatibility with and error-free operation on the NINTENDO GAMECUBE system utilizing the lot check process.  Within a reasonable period of time after receipt, NCL shall approve or disapprove such Game.  If a Game is disapproved, NCL shall specify in writing the reasons for such disapproval and state what corrections are necessary.  After making the necessary corrections, LICENSEE shall submit a revised Game to NCL for testing.  NCL shall not unreasonably withhold or delay its approval of any Game.  Neither the testing nor approval of a Game by NCL shall relieve LICENSEE of its sole responsibility for the development, quality and operation of the Game or in any way create any warranty for the Licensed Product by NCL.

4.4           Production of Check Discs.  By submission of a completed Game to NCL in accordance with Section 4.1, LICENSEE authorizes NCL to proceed with production of Check Discs for such Game.  If NCL approves a Game, it shall promptly, and without further notification to or instruction from LICENSEE, submit such Game for the production of Check Discs.  Unless otherwise advised by LICENSEE, following production of the Check Discs, NCL shall deliver to LICENSEE approximately ten (10) Check Discs for content verification, testing and final approval by LICENSEE.

4.5           Approval or Disapproval of Check Discs by LICENSEE.  If, after review and testing, LICENSEE approves the Check Discs, it shall promptly transmit to NCL a signed authorization for production in the form specified in the Guidelines.  If LICENSEE does not approve the sample Check Discs for any reason, LICENSEE shall advise NCL in writing and may, after undertaking any necessary changes or corrections, resubmit the Game to NCL for approval in accordance with the procedures set forth in this Section 4.  The absence of a signed authorization form from LICENSEE within five (5) days after delivery of the Check Discs to LICENSEE shall be deemed disapproval of such Check Discs.  Production of any order for Licensed Product shall not proceed without LICENSEE’s signed authorization.

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4.6           Cost of Check Disc Production.  [***]  The payment will be due upon the earlier of (a) the subsequent submission by LICENSEE of a revised version of the Game to NCL, or (b) six (6) months after the date the Game was first approved by NCL.

4.7           Submission and Approval of Artwork.  Prior to submitting a completed Game to NCL under Section 4.1, LICENSEE shall submit to NCL all Artwork for the proposed Licensed Product.  Within ten (10) business days of receipt, NCL shall approve or disapprove the Artwork.  If any Artwork is disapproved, NCL shall specify in writing the reasons for such disapproval and state what corrections or improvements are necessary.  After making the necessary corrections or improvements, LICENSEE shall submit revised Artwork to NCL for approval.  NCL shall not unreasonably withhold or delay its approval of any Artwork.  The approval of the Artwork by NCL shall not relieve LICENSEE of its sole responsibility for the development and quality of the Artwork or in any way create any warranty for the Artwork or the Licensed Product by NCL.  All Artwork must be approved prior to submitting an order for the Licensed Product.

4.8           Artwork for Bulk Goods.  If LICENSEE intends to submit an order for Bulk Goods, all Artwork and other materials to be included with the Licensed Product shall be submitted to NCL in accordance with Section 4.7 herein.  No Printed Materials shall be produced by LICENSEE until such Artwork has been approved by NCL.

4.9           Promotional Discs.  In the event NCL issues Guidelines in the future that permit LICENSEE to develop and distribute Promotional Discs, either separately or as a part of the Licensed Product, the content and specifications of such Promotional Disc shall be subject to all of the terms and conditions of this Agreement, including, without limitation, the Guidelines, the Price Schedule and the submission and approval procedures provided for in this Section 4.