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Take Two Interactive Software Inc – ‘10-Q’ for 6/30/19 – ‘EX-10.1’

On:  Monday, 8/5/19, at 5:56pm ET   ·   As of:  8/6/19   ·   For:  6/30/19   ·   Accession #:  1628280-19-10011   ·   File #:  1-34003

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/06/19  Take Two Interactive Software Inc 10-Q        6/30/19   75:6.7M                                   Workiva Inc Wde… FA01/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    881K 
 2: EX-10.1     Material Contract                                   HTML     35K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
13: R1          Document and Entity Information                     HTML     74K 
14: R2          Condensed Consolidated Balance Sheets               HTML    131K 
15: R3          Condensed Consolidated Balance Sheets               HTML     45K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Operations     HTML     71K 
17: R5          Condensed Consolidated Statements of Comprehensive  HTML     60K 
                Income                                                           
18: R6          Condensed Consolidated Statements of Cash Flows     HTML     99K 
19: R7          Condensed Consolidated Statements of Stockholders   HTML     88K 
                Equity                                                           
20: R8          Basis of Presentation and Significant Accounting    HTML     62K 
                Policies                                                         
21: R9          Revenue From Contracts With Customers               HTML     82K 
22: R10         Fair Value Measurements                             HTML    120K 
23: R11         Management Agreement                                HTML     45K 
24: R12         Short-Term Investments                              HTML     82K 
25: R13         Derivative Instruments and Hedging Activities       HTML     34K 
26: R14         Inventory                                           HTML     30K 
27: R15         Software Development Costs and Licenses             HTML     39K 
28: R16         Accrued Expenses and Other Current Liabilities      HTML     35K 
29: R17         Debt                                                HTML     33K 
30: R18         Earnings Per Share ("Eps")                          HTML     46K 
31: R19         Accumulated Other Comprehensive Loss                HTML     63K 
32: R20         Commitments and Contingencies                       HTML     25K 
33: R21         Business Reorganization                             HTML     24K 
34: R22         Income Taxes                                        HTML     28K 
35: R23         Leases                                              HTML     42K 
36: R24         Basis of Presentation and Significant Accounting    HTML     62K 
                Policies (Policies)                                              
37: R25         Basis of Presentation and Significant Accounting    HTML     50K 
                Policies (Tables)                                                
38: R26         Revenue From Contracts With Customers (Tables)      HTML     75K 
39: R27         Fair Value Measurements (Tables)                    HTML    115K 
40: R28         Management Agreement (Tables)                       HTML     34K 
41: R29         Short-Term Investments (Tables)                     HTML     81K 
42: R30         Derivative Instruments and Hedging Activities       HTML     33K 
                (Tables)                                                         
43: R31         Inventory (Tables)                                  HTML     31K 
44: R32         Software Development Costs and Licenses (Tables)    HTML     39K 
45: R33         Accrued Expenses and Other Current Liabilities      HTML     35K 
                (Tables)                                                         
46: R34         Debt (Tables)                                       HTML     28K 
47: R35         Earnings Per Share ("Eps") (Tables)                 HTML     45K 
48: R36         Accumulated Other Comprehensive Loss (Tables)       HTML     63K 
49: R37         Leases (Tables)                                     HTML     46K 
50: R38         Basis of Presentation and Significant Accounting    HTML     45K 
                Policies (Balance Sheet) (Details)                               
51: R39         Revenue From Contracts With Customers               HTML     42K 
                (Disaggregated Revenue) (Details)                                
52: R40         Revenue From Contracts With Customers               HTML     29K 
                (Geographical) (Details)                                         
53: R41         Revenue From Contracts With Customers (Narrative)   HTML     43K 
                (Details)                                                        
54: R42         Fair Value Measurements - Assets Measured at Fair   HTML    114K 
                Value (Details)                                                  
55: R43         Management Agreement (Details)                      HTML     76K 
56: R44         Short-Term Investments (Details)                    HTML     44K 
57: R45         Short-Term Investments (Contracted Maturities)      HTML     38K 
                (Details)                                                        
58: R46         Derivative Instruments and Hedging Activities       HTML     33K 
                (Details)                                                        
59: R47         Inventory (Details)                                 HTML     32K 
60: R48         Software Development Costs and Licenses (Details)   HTML     33K 
61: R49         Accrued Expenses and Other Current Liabilities      HTML     39K 
                (Details)                                                        
62: R50         Debt - Credit Agreement (Details)                   HTML     55K 
63: R51         Earnings Per Share ("Eps") (Details)                HTML     54K 
64: R52         Earnings Per Share ("Eps") (Narrative) (Details)    HTML     31K 
65: R53         Accumulated Other Comprehensive Loss (Details)      HTML     45K 
66: R54         Business Reorganization (Details)                   HTML     34K 
67: R55         Income Taxes (Details)                              HTML     31K 
68: R56         Leases Narrative (Details)                          HTML     28K 
69: R57         Leases Operating Leases (Details)                   HTML     39K 
70: R58         Leases Future Undiscounted Lease Payments           HTML     40K 
                (Details)                                                        
71: R9999       Uncategorized Items - ttwo10q063019.htm             HTML     24K 
73: XML         IDEA XML File -- Filing Summary                      XML    132K 
12: XML         XBRL Instance -- ttwo10q063019_htm                   XML   1.75M 
72: EXCEL       IDEA Workbook of Financial Reports                  XLSX     68K 
 8: EX-101.CAL  XBRL Calculations -- ttwo-20190630_cal               XML    207K 
 9: EX-101.DEF  XBRL Definitions -- ttwo-20190630_def                XML    355K 
10: EX-101.LAB  XBRL Labels -- ttwo-20190630_lab                     XML   1.26M 
11: EX-101.PRE  XBRL Presentations -- ttwo-20190630_pre              XML    688K 
 7: EX-101.SCH  XBRL Schema -- ttwo-20190630                         XSD    134K 
74: JSON        XBRL Instance as JSON Data -- MetaLinks              291±   425K 
75: ZIP         XBRL Zipped Folder -- 0001628280-19-010011-xbrl      Zip    212K

‘EX-10.1’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  
Exhibit 10.1

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the company, if publicly disclosed. [***] indicates material that was omitted.

AMENDMENT NO. 6 TO THE
XBOX ONE PUBLISHER LICENSE AGREEMENT
(SAMPLES, TOKENS, MOQ, AND MICROSOFT PORTAL ACCESS)
This Amendment to the Xbox One Publisher License Agreement (this “Amendment”) is effective as of
April 9, 2019 (the “Amendment Effective Date”), by and between Microsoft Corporation, a Washington corporation (“Microsoft”), and Take-Two Interactive Software, Inc. (“Publisher”), and supplements that certain Xbox One Publisher License Agreement between the parties dated as of October 1, 2013, as amended (the “Xbox One PLA”) and, where expressly stated below, the Xbox 360 Publisher License agreement between the parties dated as of November 17, 2005, as amended (the “Xbox 360 PLA”).
RECITALS
A.
Microsoft or its affiliates provide a family of computer game and entertainment systems, including the Xbox 360 game system (“Xbox 360”); Xbox One, Xbox One S, Xbox One X and their successors and variants (collectively, “Xbox One”); and an associated proprietary online service (“Xbox Live”).
B.
Publisher is a game developer and publisher of software for computer game and entertainment systems. Publisher intends to develop and/or publish software products for Xbox One on the terms in the Xbox One PLA.
C.
The parties now wish to amend certain terms of the Xbox 360 PLA and the Xbox One PLA as set forth below.

Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:

1.Samples. Section 7.4 (Samples) of the Xbox One PLA shall be deleted in its entirety and replaced with the following:

7.4    Samples. For each Software Title published under this Agreement, Publisher will provide to Microsoft a reasonable number of samples (as per the Publisher Guide, but not to exceed [***] copies and [***] copies per Software Title per Sales Territory in which the Software Title will be Commercially Released). Additionally, Microsoft may, free of charge, use up to [***] Microsoft-generated codes per Software Title that are redeemable by Xbox Live Users for Digital Content downloads from Xbox Live (“Tokens”). All such samples and Tokens may be used by Microsoft for non-revenue generating purposes, such as for marketing in accordance with Section 10.5, as product samples, and for customer support, product and charitable giveaways (provided that Microsoft obtains Publisher’s prior written consent), testing, and archival purposes. Publisher will not be required to pay the platform royalty set forth in Section 1 of Exhibit 1 of the Xbox One PLA for such [***] samples if the samples are shipped directly from an Authorized Replicator to Microsoft. Publisher will not be entitled to any Royalty Fee or other compensation with respect to Digital Content samples or Tokens as authorized under this Section 7.4, provided that Publisher shall at all times remain entitled to the Royalty Fee in respect of all Digital Content and PDLC for the corresponding Software Title for which Microsoft receives payment.

2.Minimum Order Quantities. Section 7.10 (Minimum order quantities) of the Xbox One PLA is no longer applicable and shall be deleted in its entirety.


Microsoft Confidential    
Page 1 of 3
Amendment No. 6 to the Xbox One PLA - AOC v1 February 2019

3.Token Promotions. Section 10.6 (Token Promotions) of the Xbox One PLA shall be deleted in its entirety and replaced with the following:

10.6 Token Promotions. Publisher may, [***], place a [***] order for a limited quantity of Tokens, subject to the terms and quantity limits stated in the Publisher Guide. If Publisher desires additional Tokens for promotional activities related to a Software Title via the Xbox Games Store (each, a “Token Promotion”), Publisher will comply with the Publisher Guide’s policies with respect to ordering additional Tokens. Upon approval by Microsoft, Publisher will pre-pay all applicable fees for such additional Tokens as set forth in the Publisher Guide. As soon as commercially feasible after payment by Publisher for a Token order, Microsoft will create Tokens and deliver them to Publisher.

4.Usage Data. Section 12 (Usage data) of the Xbox One PLA and Section 11 (Usage Data) of the Xbox 360 PLA shall be deleted in their entirety and replaced with the following:

Xbox Live Usage data and Personal Data. The operation of Xbox Live requires Microsoft to collect and store Xbox Live User usage data, including statistics, scores, ratings, and rankings (collectively, “Xbox Live User Data”), as well as information relating to an identified or identifiable person (e.g., name, email address, etc.) (“Personal Data”). Microsoft may, in its discretion, use such Xbox Live User Data for any purpose, including posting the Xbox Live User Data on Xbox.com or other Microsoft websites. Microsoft will use commercially reasonable efforts to periodically make certain Xbox Live User Data and Personal Data available to Publisher in accordance with Microsoft’s Privacy Statement. Publisher’s use of such Personal Data must be in accordance with Publisher’s then-current Privacy Policy and such other reasonable restrictions as Microsoft may require that are made available to publishers via written notice (email is sufficient) and memorialized in the Publisher Guide. If Publisher collects Personal Data, then Publisher must provide Xbox Live Users with access to Publisher’s privacy statement that governs Publisher’s use of the Personal Data (“Privacy Policy”). For avoidance of doubt, the parties will each operate as independent controllers of Personal Data shared between them pursuant to this Agreement. Microsoft will notify Publisher of data subject requests received from users as set forth in the Publisher Guide.

5.Microsoft Portal Terms and Conditions. A new Section 21.9 shall be added to the Xbox One PLA as follows:

21.9    Microsoft Portal Terms and Conditions. Publisher may be required to accept terms and conditions for the use of Microsoft web portals, including the App Developer Agreement (or its successor) governing the Microsoft Store and/or Partner Center (the “ADA”). In the event of any conflict between the terms of this Agreement and the ADA, the terms of this Agreement will control regarding the obligations of the parties governed by this Agreement (including the Certification, sale, and support of Publisher’s Xbox One Software Titles).

6.Exhibit 6. The XBOX LIVE INCENTIVE PROGRAM expires on March 31, 2019. Exhibit 6 to the Xbox One PLA is hereby deleted in its entirety with effect from March 31, 2019.

Except and to the extent expressly modified by this Amendment, the Xbox One PLA and Xbox 360 PLA shall remain in full force and effect and are hereby ratified and confirmed. In the event of any conflict between this Amendment and the Xbox One PLA and/or Xbox 360 PLA, the terms of this Amendment shall control.

Microsoft Confidential    
Page 2 of 3
Amendment No. 6 to the Xbox One PLA - AOC v1 February 2019

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.
Microsoft Corporation
Take-Two Interactive Software, Inc.
Signature: /s/ Annie Neudorfer
Signature: /s/ Dan Emerson
Name: Annie Neudorfer
Name: Dan Emerson
Title: Xbox Program Manager
Title: EVP&GC
Date: 4/16/2019
Date: 4/15/2019


Microsoft Confidential    
Page 3 of 3
Amendment No. 6 to the Xbox One PLA - AOC v1 February 2019

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:8/6/19
Filed on:8/5/198-K
For Period end:6/30/19
4/9/19
3/31/1910-K
10/1/13
11/17/05
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Filing Submission 0001628280-19-010011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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