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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/16 Take Two Interactive Software Inc 10-K 3/31/16 112:14M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.38M
2: EX-10.45 Material Contract HTML 127K
3: EX-10.47 Material Contract HTML 68K
4: EX-10.48 Material Contract HTML 91K
5: EX-10.49 Material Contract HTML 129K
6: EX-10.50 Material Contract HTML 45K
7: EX-21.1 Subsidiaries List HTML 48K
8: EX-23.1 Consent of Experts or Counsel HTML 31K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
19: R1 Document and Entity Information HTML 57K
20: R2 Consolidated Balance Sheets HTML 121K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
22: R4 Consolidated Statements of Operations HTML 100K
23: R5 Consolidated Statements of Comprehensive (Loss) HTML 65K
Income
24: R6 Consolidated Statements of Cash Flows HTML 156K
25: R7 Consolidated Statements of Stockholders' Equity HTML 117K
26: R8 Consolidated Statements of Stockholders' Equity HTML 33K
(Parenthetical)
27: R9 Basis of Presentation and Significant Accounting HTML 107K
Policies
28: R10 Management Agreement HTML 34K
29: R11 Fair Value Measurements HTML 120K
30: R12 Short-Term Investments HTML 131K
31: R13 Derivative Instruments and Hedging Activities HTML 49K
32: R14 Inventory HTML 50K
33: R15 Software Development Costs and Licenses HTML 90K
34: R16 Fixed Assets, Net HTML 62K
35: R17 Goodwill and Intangible Assets, Net HTML 99K
36: R18 Accrued Expenses and Other Current Liabilities HTML 56K
37: R19 Long-Term Debt HTML 162K
38: R20 (Loss) Earnings Per Share ("Eps") HTML 140K
39: R21 Commitments and Contingencies HTML 104K
40: R22 Income Taxes HTML 251K
41: R23 Stock-Based Compensation HTML 159K
42: R24 Share Repurchase Program HTML 33K
43: R25 Segment and Geographic Information HTML 166K
44: R26 Interest and Other, Net HTML 56K
45: R27 Accumulated Other Comprehensive (Loss) Income HTML 79K
46: R28 Business Reorganization HTML 34K
47: R29 Supplementary Financial Information HTML 179K
48: R30 Quarterly Financial Information (Unaudited) HTML 85K
49: R31 Basis of Presentation and Significant Accounting HTML 187K
Policies (Policies)
50: R32 Basis of Presentation and Significant Accounting HTML 46K
Policies (Tables)
51: R33 Fair Value Measurements (Tables) HTML 111K
52: R34 Short-Term Investments (Tables) HTML 131K
53: R35 Derivative Instruments and Hedging Activities HTML 43K
(Tables)
54: R36 Inventory (Tables) HTML 48K
55: R37 Software Development Costs and Licenses (Tables) HTML 91K
56: R38 Fixed Assets, Net (Tables) HTML 60K
57: R39 Goodwill and Intangible Assets, Net (Tables) HTML 103K
58: R40 Accrued Expenses and Other Current Liabilities HTML 55K
(Tables)
59: R41 Long-Term Debt (Tables) HTML 145K
60: R42 (Loss) Earnings Per Share ("Eps") (Tables) HTML 137K
61: R43 Commitments and Contingencies (Tables) HTML 95K
62: R44 Income Taxes (Tables) HTML 253K
63: R45 Stock-Based Compensation (Tables) HTML 152K
64: R46 Segment and Geographic Information (Tables) HTML 166K
65: R47 Interest and Other, Net (Tables) HTML 55K
66: R48 Accumulated Other Comprehensive (Loss) Income HTML 76K
(Tables)
67: R49 Supplementary Financial Information (Tables) HTML 178K
68: R50 Quarterly Financial Information (Unaudited) HTML 83K
(Tables)
69: R51 Basis of Presentation and Significant Accounting HTML 34K
Policies - Wholly Owned Labels (Details)
70: R52 Basis of Presentation and Significant Accounting HTML 60K
Policies - Concentration Risk (Details)
71: R53 Basis of Presentation and Significant Accounting HTML 45K
Policies - Fixed Assets (Details)
72: R54 Basis of Presentation and Significant Accounting HTML 59K
Policies - Revenue Recognition (Details)
73: R55 Basis of Presentation and Significant Accounting HTML 32K
Policies - Intangible Assets and Advertising
(Details)
74: R56 Basis of Presentation and Significant Accounting HTML 35K
Policies - Recently Issued Accounting
Pronouncements (Details)
75: R57 Basis of Presentation and Significant Accounting HTML 42K
Policies - Debt Issue Cost (Details)
76: R58 Management Agreement (Details) HTML 46K
77: R59 Fair Value Measurements - Assets Measured at Fair HTML 64K
Value (Details)
78: R60 Fair Value Measurements - Debt (Details) HTML 39K
79: R61 Short-Term Investments (Details) HTML 65K
80: R62 Derivative Instruments and Hedging Activities HTML 36K
(Details)
81: R63 Inventory (Details) HTML 39K
82: R64 Software Development Costs and Licenses (Details) HTML 55K
83: R65 Fixed Assets, Net (Details) HTML 52K
84: R66 Goodwill and Intangible Assets, Net (Details) HTML 65K
85: R67 Accrued Expenses and Other Current Liabilities HTML 48K
(Details)
86: R68 Long-Term Debt - Credit Agreement (Details) HTML 81K
87: R69 Long Term Debt - Convertible Notes (Details) HTML 173K
88: R70 (Loss) Earnings Per Share ("Eps") (Details) HTML 84K
89: R71 Commitments and Contingencies - Annual Minimum HTML 115K
Obligations (Details)
90: R72 Commitments and Contingencies - Contingent HTML 32K
Consideration (Details)
91: R73 Commitments and Contingencies - Savings Plans and HTML 37K
Income Taxes (Details)
92: R74 Income Taxes - Current Income Tax (Details) HTML 107K
93: R75 Income Taxes - Deferred Taxes (Details) HTML 88K
94: R76 Income Taxes - Loss Carryforwards (Details) HTML 58K
95: R77 Income Taxes - Uncertain Tax Positions (Details) HTML 49K
96: R78 Stock-Based Compensation - 2009 Plan (Details) HTML 35K
97: R79 Stock-Based Compensation - Stock-Based HTML 45K
Compensation Expense (Details)
98: R80 Stock-Based Compensation - Management Agreement HTML 46K
(Details)
99: R81 Stock-Based Compensation - Restricted Stock HTML 141K
(Details)
100: R82 Share Repurchase Program (Details) HTML 49K
101: R83 Segment and Geographic Information - Revenue and HTML 58K
Operating Income Reconciliation (Details)
102: R84 SEGMENT AND GEOGRAPHIC INFORMATION - REVENUE BY HTML 47K
GEOGRAPHIC REGION (Detail)s
103: R85 Segment and Geographic Information - Revenue by HTML 41K
Product Platform (Details)
104: R86 Segment and Geographic Information - Revenue by HTML 41K
Distribution Channel (Details)
105: R87 Interest and Other, Net (Details) HTML 39K
106: R88 Accumulated Other Comprehensive (Loss) Income HTML 49K
(Details)
107: R89 Business Reorganization (Details) HTML 37K
108: R90 Supplementary Financial Information (Details) HTML 58K
109: R91 Quarterly Financial Information (Unaudited) HTML 54K
(Details)
111: XML IDEA XML File -- Filing Summary XML 197K
110: EXCEL IDEA Workbook of Financial Reports XLSX 123K
13: EX-101.INS XBRL Instance -- ttwo-20160331 XML 4.48M
15: EX-101.CAL XBRL Calculations -- ttwo-20160331_cal XML 314K
18: EX-101.DEF XBRL Definitions -- ttwo-20160331_def XML 754K
16: EX-101.LAB XBRL Labels -- ttwo-20160331_lab XML 1.96M
17: EX-101.PRE XBRL Presentations -- ttwo-20160331_pre XML 1.29M
14: EX-101.SCH XBRL Schema -- ttwo-20160331 XSD 249K
112: ZIP XBRL Zipped Folder -- 0001047469-16-013278-xbrl Zip 274K
EXHIBIT 10.49
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
AMENDMENT NO. 3 TO THE
XBOX ONE PUBLISHER LICENSE AGREEMENT
(MOQ, Platform Royalties, Greatest Hits, Asian Localized Incentive Program, and Xbox Live Incentive Program)
This Amendment to the Xbox One Publisher License Agreement (this “Amendment”) is effective as of [***] (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 [***], as amended (the “Xbox One PLA”).
RECITALS
A. Microsoft and Publisher entered into the Xbox One PLA to establish the terms under which Publisher may publish video games for Microsoft’s Xbox One video game system.
B. The parties now wish to amend certain terms of 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. Definitions. Unless defined in this Amendment, capitalized terms shall have the same meanings as those ascribed to them in the Xbox One PLA. The following new definitions are hereby added to Section 2 of the Xbox One PLA:
1.1. “Greatest Hits Program” means the Xbox One Greatest Hits program.
1.2. “Greatest Hits FPU” means each unit of a Software Title that qualifies for and participates in the Greatest Hits Program.
1.3. “Greatest Hits Software Title” means any Software Title that qualifies to participate in the Greatest Hits Program pursuant to Section 1.5 of Exhibit 1.
1.4. “Standard FPU” means an FPU of a Software Title that is not a Greatest Hits FPU.
1.5. “Standard Software Title” means any Software Title that is not a Greatest Hits Software Title.
2. Minimum Order Quantities. Beginning on the later of the date this Amendment is executed by Microsoft or [***], Section 7.10 of the Xbox One PLA shall be deleted in its entirety and replaced with the following:
7.10 Minimum order quantities. [***], Publisher’s first FPU order for a Software Title must at least meet the full minimum order quantities (“MOQs”) as described below and in
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
the Publisher Guide. Microsoft may update and revise the MOQs in [***]. Current MOQs are set forth in Table 1 below. Publisher must meet MOQs independently for each Sales Territory. For example, if an FPU is released in both the [***].
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3. Payment for MOQ shortfall. A new Section 7.10.1 shall be added to the Xbox One PLA as follows:
7.10.1 Payment for MOQ shortfall. On a Software Title by Software Title basis, if Publisher fails to satisfy any of the MOQ requirements set forth in Section 7.10 within [***], Publisher shall, [***], pay Microsoft a royalty equal to the applicable royalty for such [***].
4. Platform Royalty. Beginning on the later of the date this Amendment is executed by Microsoft or [***], Section 1 of Exhibit 1 of the Xbox One PLA shall be deleted in its entirety and replaced with the following:
1. Platform royalty. For each FPU manufactured on or after [***], Publisher will pay Microsoft [***] of this Exhibit 1, and based on the [***]. To determine the applicable royalty [***].
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
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5. Exhibit 1, Section 1. For clarity, Sections 1.1 (Standard Software Titles), 1.2 (Cross Sales Territory sales), 1.3 (Unit Discounts), and 1.4 (Royalty Tier migration) of Exhibit 1 shall remain unchanged.
6. Greatest Hits Program. Beginning on the later of the date this Amendment is executed by Microsoft or [***], the following new Section 1.5 (Greatest Hits Program) shall be added to Exhibit 1, Section 1 of the Xbox One PLA:
1.5 Greatest Hits Program. In each Sales Territory, if (i) a Software Title meets the criteria set forth below at the time of the targeted Commercial Release date of the Greatest Hits FPU; and (ii) Publisher satisfies all the conditions set forth below, Publisher is authorized to manufacture and distribute Greatest Hits FPUs in such Sales Territory at the royalty rate in Table 2 of Section 1 above applicable to Greatest Hits FPUs.
1.5.1 The Software Title must have been commercially available as a Standard FPU in the applicable Sales Territory for at least [***] at the time of Commercial Release of the Greatest Hits FPU.
1.5.2 As of the date Publisher wishes to Commercially Release the Software Title as a Greatest Hits FPU, Publisher must have manufactured the [***]:
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1.5.3 Packaging for a Greatest Hits Software Title must comply with all Microsoft packaging and branding requirements set forth in the Publisher Guide.
1.5.4 The Greatest Hits FPU version must be the [***] to the Standard FPU version of the Software Title. Publisher may modify or add additional content or features to the Greatest Hits FPU version of the Software Title (e.g., demos or game play changes) subject to Microsoft’s review and approval, and Publisher acknowledges that any such modifications or additions may require the Software Title to be re-Certified at Publisher’s expense.
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
1.5.5 Publisher acknowledges that Microsoft may change any of the qualifications for participation in a Greatest Hits Program upon [***] written notice to Publisher.
1.5.6 Publisher shall submit to Microsoft, at least [***] prior to the targeted Commercial Release of the Greatest Hits Software Title, a completed and signed Xbox One Greatest Hits Programs Election Form in the form attached hereto as Exhibit 7 (as may be updated via the Publisher Guide) for each Sales Territory. The Xbox One Greatest Hits Programs Election Form will be effective once it has been approved by Microsoft. If a Greatest Hits Software Title does not have an approved Xbox One Greatest Hits Programs Election Form as required hereunder (e.g., as a result of the Publisher not providing an Xbox One Greatest Hits Programs Election Form or because Microsoft has not approved the Xbox One Greatest Hits Programs Election Form), [***] (i.e., if Microsoft does not approve an Xbox One Greatest Hits Programs Election Form because it is filled out incorrectly, the royalty rate will default to the Royalty Tier that applied to the last manufacturing of the Software Title). Publisher may elect either [***] at initial Commercial Release as a Greatest Hits Software Title provided that the Greatest Hits Software Title meets the [***] requirements set forth in Table 1 above.
1.5.7 After [***] from the Commercial Release of a Greatest Hits Software Title, Publisher may elect to change the previously elected Greatest Hits Tier royalty rate for such Greatest Hits Software Title to a lower Greatest Hits Tier royalty rate in a specific Sales Territory provided that the Greatest Hits Software Title has a [***] that meets the requirements for the newly elected Greatest Hits Tier royalty rate in Table 1 above.
1.5.8 To change a previously elected Greatest Hits Tier royalty, Publisher must submit to Microsoft, at least [***] before placing the first manufacturing order for the applicable Greatest Hits Software Title, a completed Xbox One Greatest Hits Royalty Tier Migration Form (a “Greatest Hits Tier Migration Form”) set forth in Exhibit 8 for each Sales Territory. The change in royalty rate will only apply to manufacturing orders for such Greatest Hits Software Title placed after the relevant Greatest Hits Tier Migration Form has been approved by Microsoft.
7. Asian Language Localization Incentive. Beginning on the later of the date this Amendment is executed by Microsoft or [***], the following new Section 1.6 (Asian Language Localization Incentive) shall be added to Exhibit 1, Section 1 of the Xbox One PLA:
1.6 Asian Language Localization Incentive Program. As of [***], and continuing through [***], a Software Title that is Commercially Released in the Asian Sales Territory that meets the requirements set forth in Sections 1.6.1 and 1.6.2 below may qualify for a royalty rate that is [***] the royalty rate applicable to the Software Title’s WSP:
1.6.1 [***]
(i) The text and subtitles of the Software Title must be localized into Simplified and Traditional Chinese language (other languages are permitted); and
(ii) The Packaging Materials must be in the Traditional Chinese language and support for Simplified Chinese language must be indicated on the Packaging Materials; and
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
(iii) The Software Title must Commercially Release in all countries (with India being optional) in the Asian Sales Territory.
1.6.2 [***]
(i) The text and subtitles of the Software Title must be localized into the Korean language; and/or
(ii) The Software Title is publicly announced that it will be localized for Simplified Chinese and Traditional Chinese languages no later than [***], and the corresponding FPUs must be manufactured and Commercially Released no later than [***]. If the Software Title is also localized for the Korean language, and Publisher is intending to receive the Additional Tier Discount for Korean localization, then the Korean-language localization must also be included in the public announcement.
1.6.3 Asian Language Localization Incentive Platform Royalty. [***], Publisher will pay to Microsoft nonrefundable royalties per Table 3.2 of this Exhibit 1. [***].
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1.6.4 Units manufactured for the Asian Sales Territory that qualify for this program will not qualify for the Unit Discount calculation set forth in Section 1.3 of Exhibit 1, Table 3, nor will the Software Titles be permitted to migrate royalty tiers under Section 1.4 of Exhibit 1 while participating in this program. Such units will be included in the Greatest Hits Program manufacturing requirements set forth in Section 1.5 (Table 3.1). With respect to any single Software Title, all units manufactured in addition [***] will be charged the applicable Royalty Tier based on the WSP of the Software Title for the Asian Sales Territory designated in Section 1, Exhibit 1, Tables 1 and 2.
1.6.6 Publisher shall submit to Microsoft, at least [***] prior to the targeted Commercial Release of the Software Title, a completed “Xbox One Asian Language Localization Tier Selection Form” for each Software Title in the form attached to this agreement as Exhibit 9 (as may be updated via the Publisher Guide). The selection in such form will be effective only once approved by Microsoft. If the Software Title does not have an approved Xbox One Asian Language Localization Tier Selection Form (e.g., due to Publisher not providing, or Microsoft not yet approving the form), the royalty rate for such Software Title will [***].
8. Xbox Live Incentive. Exhibit 6, Section 7 of the Xbox One PLA is hereby replaced with the following:
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
7. Program Term, Termination, and Changes. This Xbox Live Incentive Program will commence on [***], and will be available until [***], unless earlier terminated by Microsoft upon written notice to Publisher (“Program Term”). Microsoft may change or discontinue the Xbox Live Incentive Program by providing Publisher with [***] written notice.
9. Exhibits. Exhibit 2 of the Xbox One PLA is hereby amended and restated in its entirety as attached hereto. Exhibits 7, 8 and 9 are hereby added to the Xbox One PLA as attached hereto.
10. Except and to the extent expressly modified by this Amendment, the Xbox One PLA shall remain in full force and effect and is hereby ratified and confirmed. In the event of any conflict between this Amendment and the Xbox One PLA the terms of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.
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Microsoft Corporation |
Take-Two Interactive Software, Inc. | ||
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Signature: |
Mohammad Shafaqat |
Signature: |
Dan Emerson |
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Name: |
Mohammad Shafaqat |
Name: |
Dan Emerson |
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Title: |
xbox Program Manager |
Title: |
EVP & GC |
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Date: |
9/2/2015 |
Date: |
9/2/2015 |
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 2 — XBOX ONE ROYALTY TIER SELECTION FORM
Please complete and sign the form, and submit via email to 3PPOPS@microsoft.com with CC to your Account Manager or submit electronically. If more information on electronic submission is needed, please contact your Account Manager.
A. This form must be submitted at least [***] prior to the first manufacturing order being placed for the Software Title for each respective Sales Territory. If this form is not submitted on time or is rejected by Microsoft, the royalty rate will [***] for the applicable Sales Territory.
B. A separate form must be submitted for each Sales Territory.
C. Initial order must meet MOQ for the Sales Territory listed in Section 7.10, Table 1 of the Agreement and the Publisher Guide.
D. If a Base Game edition and a non-standard edition (such as GOTY, Special, Limited, Collectors’ Editions or Compilations) will both be commercially available, the “Xbox One Royalty Tier Selection Form for Non-Standard or Bundle Editions” must also be submitted.
1. Publisher Name:
2. Xbox One Software Title Name:
3. Date of First Commercial Release (mm/dd/yy):
4. Sales Territory or Program (check one):
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o North America |
o European |
o Australian |
o South American |
o Asian |
o Japan |
5. Final Certification Date(mm/dd/yy):
6. [***]:
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The undersigned represents that he/she has authority to submit this form on behalf of the above Publisher, and that the information contained herein is true and accurate.
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To avoid manufacturing delays at your Authorized Replicator, your disc manufacturing order must include the intended Sales Territory or Program as indicated above. |
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 7 — XBOX ONE GREATEST HITS PROGRAM
Please complete, sign the form, and submit via email to 3PPOPS@MICROSOFT.COM with CC to your Account Manager.
A. This form must be submitted by Publisher at least [***] prior to the target Commercial Release date for a Software Title in a Greatest Hits Program in any Sales Territory. If this form is not submitted on time or is rejected by Microsoft, orders will be held from manufacturing until such time MS has approved and/or configured the request in their systems.
B. A separate form must be submitted for each Sales Territory and for each Greatest Hits Program in which Publisher wishes to publish a Software Title as part of a Greatest Hits Program.
1. Publisher Name:
2. Xbox One Software Title Name:
3. BinaryID(s)of build to manufacture: If not available to Publisher, please leave blank.
4. [***]
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5. Date of Commercial Release of Software Title in applicable Sales Territory (mm/dd/yy):
6. Number of Standard FPUs manufactured to date for the Software Title in the applicable Sales Territory:
7. Projected Commercial Release date of Software Title in the applicable Sales Territory as part of Hits Program mm/dd/yy):
8. Initial order quantity of Hits Titles manufactured for Sales Territory:
The undersigned represents that he/she has authority to submit this form on behalf of the above Publisher, and that the information contained herein is true and accurate.
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To avoid manufacturing delays at your Authorized Replicator, your disc manufacturing order must include:
· Xbox One Sales Territory
· Greatest Hits Program |
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 8 - XBOX ONE GREATEST HITS ROYALTY TIER MIGRATION FORM
Please complete, sign the form, and submit via email to 3PPOPS@MICROSOFT.COM with CC to your Account Manager.
A. This form must be submitted at least [***] prior to the first manufacturing order under the new Royalty Tier selected in this form. If this form is not submitted on time or is rejected by Microsoft, the royalty rate will default to the Greatest Hits Royalty Tier under which the Software Title was last manufactured.
B. A Software Title must have been Commercially Released as a Greatest Hits FPU for at least [***] in a Sales Territory prior to the Software Title’s first migration to a new Royalty Tier in such Sales Territory.
C. A separate form must be submitted for each tier migration for the Sales Territory in which Publisher desires to change the applicable Royalty Tier.
1. Publisher Name:
2. Xbox One Software Title Name:
3. BinaryID(s)of build to manufacture:
4. Sales Territory (check one):
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o North America |
o European |
o Australian |
o South American |
o Asian |
o Japan |
5. [***]
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The undersigned represents that he/she has authority to submit this form on behalf of the above Publisher, and that the information contained herein is true and accurate.
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To avoid manufacturing delays at your Authorized Replicator, your disc manufacturing order must include:
· Sales Territory
· Greatest Hits Program
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[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.
EXHIBIT 9 — XBOX ONE ASIAN LANGUAGE LOCALIZATION TIER SELECTION FORM
Please complete and sign the form, and submit via email to 3PPOPS@microsoft.com with CC to your Account Manager or submit electronically. If more information on electronic submission is needed, please contact your Account Manager.
A. This form must be submitted at least [***] prior to the first manufacturing order being placed for the Software Title for each respective Sales Territory. If this form is not submitted on time or is rejected by Microsoft, the royalty rate will default to Tier 1 for the applicable Sales Territory.
B. Initial order must meet MOQ for the Asian Sales Territory listed in Section 7.10, Table 1 of the Agreement and the Publisher Guide.
C. If a Base Game edition and a non-standard edition (such as GOTY, Special, Limited, Collectors’ Editions or Compilations) will both be commercially available, the “Xbox One Royalty Tier Selection Form for Non-Standard or Bundle Editions” must also be submitted.
1. Publisher Name:
2. Xbox One Software Title Name:
3. Date of First Commercial Release (mm/dd/yy):
4. Final Certification Date(mm/dd/yy):
5. [***]
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The undersigned represents that he/she has authority to submit this form on behalf of the above Publisher, and that the information contained herein is true and accurate.
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To avoid manufacturing delays at your Authorized Replicator, your disc manufacturing order must include:
· Asian Sales Territory
· Asian Language Localization Program (ALLP)
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Date (Print mm/dd/yy) |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/22 Take-Two Interactive Software Inc 10-K 3/31/22 112:14M Workiva Inc Wde… FA01/FA 5/19/21 Take-Two Interactive Software Inc 10-K 3/31/21 110:13M Workiva Inc Wde… FA01/FA 10/06/16 SEC UPLOAD¶ 10/13/17 1:102K Take-Two Interactive Software Inc 9/08/16 SEC UPLOAD¶ 10/13/17 1:259K Take-Two Interactive Software Inc |