Master Option and License Agreement for Home Video Game [Amendment No. 1] - WMS Industries Inc., Williams Electronics Games Inc., Midway Manufacturing Co., Williams Entertainment Inc. and GT Interactive Software Corp.
AMENDMENT TO
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GTIS MASTER OPTION AND LICENSE AGREEMENT
----------------------------------------
(HOME VIDEO GAME)
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This amendment agreement (the "First Amendment") is made and entered
into the 27th day of March, 1996, by and among WMS INDUSTRIES, INC. ("WMS''),
WILLIAMS ELECTRONICS GAMES, INC. ("WEG"), MIDWAY MANUFACTURING COMPANY
("Midway") and WILLIAMS ENTERTAINMENT INC. ("WEI"), each being Delaware
corporations with offices at 3401 North California Avenue, Chicago, Illinois
60618, and GT INTERACTIVE SOFTWARE CORP. ("GTIS"), a Delaware corporation with
offices at 16 East 40th Street, New York, New York 10016.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, on March 31, 1995 WMS, WEG, Midway, WEI and GTIS entered into
the GTIS Master Option and License Agreement (Home Video Games) (the "GTIS
Master Home Video Agreement") pursuant to which the WMS Group granted to GTIS
certain rights with respect to the manufacture, distribution and sale of
versions of Games for use on Designated Consumer Game Platforms; and
WHEREAS, WMS, WEG, Midway, WEI and GTIS desire to amend the GTIS Master
Home Video Agreement as provided for in this First Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Capitalized terms used, but not defined or revised herein, shall have
the meaning ascribed to such terms in the GTIS Master Home Video Agreement or
the form of
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THE INFORMATION BELOW MARKED BY * HAS
BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
Home Video Game Distribution and License Agreement annexed as Exhibit A to the
GTIS Master Home Video Agreement.
2. This First Amendment shall become effective on the date WII closes
the acquisition of AGC pursuant to the Stock Purchase Agreement. WMS will give
GTIS prompt written notice of such closing. If such acquisition does not close
by June 30, 1996, this First Amendment shall be null and void and of no force
and effect. The capitalized terms used in this paragraph are defined in
paragraph 3 of this First Amendment. GTIS' rights, if any, under the GTIS
Master Home Video Agreement and form of Home Video Game Distribution and
License Agreement with respect to any games acquired pursuant to the Stock
Purchase Agreement, and any subsequent sequels, adaptations or other versions
thereof, shall be subject to all third party rights pursuant to agreements made
by the Atari Group existing at the Effective Date. All such rights, to the
extent known by WMS, are set forth on a schedule to a letter dated the date
hereof and signed by WMS and GTIS.
3. Section 1 of the GTIS Master Home Video Game Agreement shall be
amended to add or replace definitions as follows:
1.1(a) "AGC" shall mean Atari Games Corporation, a California
corporation, which is currently a wholly-owned subsidiary of Warner
Communications Inc., and which is to be sold to WII pursuant to the
Stock Purchase Agreement.
1.1(b) "Atari Advance" shall mean the aggregate * Dollars
advance by GTIS to WMS pursuant to the Atari Agreements.
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1.1(c) "Atari Agreements" shall mean the Master Option and
License Agreement for Atari PC Games and the Master Option and License
Agreement for Atari Home Video Games entered into by WMS and GTIS dated
March 27, 1996."
1.1(d) "Atari Game" shall mean (i) any game developed or acquired
by or on behalf of AGC or entities which were affiliates of AGC prior
to AGC being acquired by WII pursuant to the Stock Purchase Agreement,
including, without limitation, those games listed on Schedule 1 to this
First Amendment, and any adaptations of such games for other platforms,
and (ii) any game currently in development or developed subsequent to
such acquisition by or on behalf of AGC or a member of the Atari Group,
or developed, in whole or in substantial part, by any person or persons
who were employees of AGC or a member of the Atari Group as of the
closing date of such acquisition and who are employees of any member of
the WMS Group at the time of such development, and any adaptations of
such games for other platforms. For purposes of this Section, employees
shall be deemed to include independent contractors who work a
substantial portion of their time at the facilities of any member of
the WMS Group.
1.1(e) "Atari Group" shall mean AGC, or any entity, a majority of
whose capital stock is owned, directly or indirectly, by
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AGC or with respect to which during the term of this Agreement, AGC,
directly or indirectly, has the legal power, without the consent of any
third party, to direct the acquisition of rights to or exploitation of
Games on Designated Consumer Game Platforms.
1.1(f) "Business Day" shall mean any day other than a Saturday,
Sunday or Federal holiday.
1.4(a) "Early Termination Event" shall mean AGC ceasing to be at
least 50.1% owned by a member of the WMS Group, or the Atari Group
transferring a majority of its intellectual property assets and
licenses to a person or entity who is not a member of the WMS Group.
1.7 "Game" shall mean any home video game designed for play on a
specific Designated Consumer Game Platform which has been released for
commercial shipment in the normal course of business by any member of
the WMS Group or by any licensee of the WMS Group on such Designated
Consumer Game Platform for sale in commercial quantities in the United
States in the normal course of business, but excluding (i) any such
home video game with respect to which the WMS Group shall, prior to the
date hereof, have granted rights (or any option, right of first refusal
or negotiation or other ability to obtain rights which may be
subsequently exercised) to any third party, including without
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limitation any sublicensee of the WMS Group, to manufacture, distribute
or sell such home video game on such specific Designated Consumer Game
Platform within the Licensed Territory, including any renewals or
extensions thereof resulting from the exercise of previously granted
rights; and (ii) any Atari Game. Set forth on Schedule 1 annexed hereto
is a list of all material agreements pursuant to which the WMS Group,
other than the Atari Group, has, prior to March 31, 1995, granted
rights to manufacture, distribute and sell such home video games on
Designated Consumer Game Platforms within the Licensed Territory, but
excluding any agreements pursuant to which the WMS Group has granted
rights to home video games based on games which have been released for
commercial shipment prior to March 31, 1995 in the normal course of
business by the WMS Group or by any sublicensee of the WMS Group as
coin-operated video or pinball games or on any dedicated home video
game platform or agreements pursuant to which the WMS Group has granted
rights to any derivative or sequel to any such released coin-operated
video, pinball or home video game. A home video game shall be deemed a
separate Game with reference to the specific Designated Consumer Game
Platform on which it has been designed for play.
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1.11 "Initial Option Period" shall mean the period commencing on
the date hereof and ending on June 30, 2001; provided, however, if the
Atari Advance has not been fully recouped by June 30, 2001, the Initial
Option Period shall be extended to a date which is the earlier to occur
of (i) June 30, 2003, or (ii) the date on which the Atari Advance is
fully recouped. In determining whether the Atari Advance has been fully
recouped for all purposes under this Agreement, amounts owed by GTIS
but not yet reported, paid or credited to the Licensor shall be deemed
recouped by GTIS. The Initial Option Period may be further extended
under the following circumstances. If (a) an Early Termination Event
occurs prior to June 30, 2000, and (b) GTIS shall not have fully
recouped the Atari Advance by the end of the Initial Option Period as
extended pursuant to the first sentence of this Section 1.11 (as such
date may be further extended from time to time by future amendments or
extensions other than the extensions next referred to in this
sentence), then the Initial Option Period shall be further extended to
a date which is the earlier to occur of (x) the date on which the Atari
Advance is fully recouped or (y) the date, to the nearest calendar
quarter end, determined by adding to the date the Initial Option Period
as
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extended would have expired, the number of days between the
occurrence of the Early Termination Event and June 30, 2001.
1.23(a) "Pirate" shall mean an individual or entity which
counterfeits a game or sells counterfeit games.
1.27(a) "Stock Purchase Agreement" shall mean the Stock Purchase
Agreement dated February 23, 1996 between Warner Communications Inc.
and WII pursuant to which Warner Communications Inc. has agreed to sell
and WII has agreed to purchase all of the outstanding stock of AGC.
1.27(b) "WII" shall mean Williams Interactive Inc., a wholly-owned
subsidiary of WMS.
4. The GTIS Master Home Video Agreement shall be amended to add a new
Section 2.8 which shall read as follows:
Royalties payable to WMS pursuant to Schedule B of the Home Video
Game Distribution and License Agreement are measured by the wholesale
price of Licensed Product. Accordingly, reasonably in advance of
WMS' decision to enter into a developer contract and reasonably in
advance of GTIS' initial release of the Licensed Product, GTIS shall
advise WMS, at WMS' request, of GTIS' expected pricing strategy and the
reasons therefor. Nothing herein shall be deemed to restrict GTIS'
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freedom in selecting wholesale sales prices it considers appropriate,
which shall be in GTIS' sole discretion.
5. The GTIS Master Home Video Agreement shall be amended to add a new
Section 2.9 which shall read as follows:
If, under Section 2.1 of any Home Video Game Distribution and
License Agreement entered into under this Agreement, Licensor has
granted written approval (which shall not be unreasonably withheld) to
Licensee of a specific sublicensee for the Licensed Property, such
approval shall apply to the sublicensing by that sublicensee of all
Licensed Properties licensed to Licensee under Home Video Game
Distribution and License Agreements entered into under this Agreement,
subject to the following: (i) the sublicense agreements shall contain
provisions with respect to quality of Licensed Product, trademarks,
copyrights, materials, other intellectual property rights, rights of
additional sublicensing or assignment, termination rights,
confidentiality, accounting, auditing, reporting and payment procedures
in form agreed to by GTIS and WMS, and the form as so agreed to may be
used by all approved sublicensees described in clause (iii) below;
provided that if such form is not so used, any other form to be used
shall be subject to prior approval as provided in this subsection (i);
(ii) no such blanket approval shall
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THE INFORMATION BELOW MARKED BY * HAS
BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
be deemed given with respect to Licensed Properties as to which
approval requirements imposed by third parties, such as the NFL and
NBA, apply; (iii) if the sublicense is for a Marketing Area other than
those designated as Key Marketing Areas in such Home Video Game
Distribution and License Agreement and if the expected sales volume in
such Marketing Area, in GTIS' good faith judgment, is an average of *
units or less per SKU per year, Licensee will not be required to obtain
Licensor's prior written approval of the terms of such license but
Licensee will be required to provide a copy of each sublicense to
Licensor within ten (10) Business Days after GTIS enters into such
sublicense; and (iv) if the Marketing Area is designated as a Key
Marketing Area or if, in GTIS' good faith judgment, the expected sales
volume for such Marketing Area is more than an average of * units per
SKU per year, Licensee will be required to obtain Licensor's prior
written approval, which Licensor will not unreasonably withhold, of the
terms of a sublicense for such Marketing Area even if the identity of
the sublicensee has been previously approved; provided, however, if a
sublicense is for multiple platforms and multiple games, the approval
of the sublicense will be deemed to be approval for all Games
distributed under that sublicense (subject to clause (ii)). Anything to
the contrary notwithstanding, (x) if a
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previously approved sublicensee becomes an Exporter or a Pirate,
Licensee will immediately upon becoming aware thereof notify Licensor
of the identity of such Exporter or Pirate and as soon as practicable
terminate the sublicense upon request by Licensor, and (y) Licensor and
Licensee will review every two years the identity of sublicensees, and
those sublicensees who previously received blanket approval as provided
in the first sentence of this Section and who are no longer considered
acceptable by Licensor, in the exercise of Licensor's reasonable
judgment, will no longer have such blanket approval and will be subject
to Licensor's prior approval with respect to all future sublicenses, in
accordance with the approval procedures set forth above. Licensee shall
use all reasonable efforts to cause each agreement with its
sublicensees to permit Licensee to terminate such agreement immediately
if such sublicensee shall be or become an Exporter or a Pirate.
6. Section 7 of the GTIS Master Home Video Agreement and Section 16 of
the form of Home Video Game Distribution Agreement annexed as Exhibit A thereto
shall be amended to add at the end thereof, the following:
With respect to this Agreement and the Home Video Game
Distribution and License Agreements entered into in connection
herewith, each of WMS Group and GTIS agree to use reasonable efforts to
ensure that either of them may disclose the proprietary
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information of the other (including, without limitation, the software
source code and tools relating to any Game), only to those persons
within their organizations who have a need to know such information in
order to perform its obligations under this Agreement and the Home
Video Game Distribution and License Agreements and any such disclosure
shall be limited to the information which needs to be known. Further,
neither the WMS Group nor GTIS shall use any such proprietary
information for purposes other than the performance of its obligations
under this Agreement and the Home Video Game Distribution and License
Agreements.
7. Paragraph 12.1 of the GTIS Master Home Video Agreement shall be
amended to delete the parenthetical language "(including its sublicenses and
affiliates as one party)" in the last sentence of such Section and by replacing
the words "as long as that party remains fully liable for its obligations
hereunder" at the end of the second sentence of such Section 12.1 with the words
"as long as both the assignee and the assignor remain fully liable for
assignor's obligations hereunder."
8. Section I of the form of Home Video Game Distribution and License
Agreement, annexed as Exhibit A to the GTIS Master Home Video Agreement, shall
be amended by adding at the end thereof the following:
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THE INFORMATION BELOW MARKED BY * HAS
BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
Capitalized terms used, but not defined herein, shall have the
meaning ascribed to such terms in the GTIS Master Agreement.
9. Schedule B to the Home Video Game Distribution and License
Agreement shall be amended as follows:
9.1. The paragraph under the heading "Recoupment" shall be amended
to replace the words "earned and otherwise payable" on the first and second
lines of such paragraph by the words "applied or accrued" and to replace the
words "actually paid" in line seven of such paragraph by the words "applied or
accrued."
9.2. A new paragraph shall be added at the end of the last
paragraph under the heading "Recoupment" on Schedule B to the Home Video Game
Distribution and License Agreement which shall read as follows:
"If the Atari Advance has not been fully recouped by GTIS on the
date on which the total of recoupable amounts under this Agreement and
Other Home Video Game Distribution and License Agreements equals the *
Dollars Minimum Guaranteed Royalty and Guaranteed Advance Royalty paid
by the Licensee under the GTIS Master Agreement, then royalties
otherwise payable under this Agreement shall be recoupable against the
Atari Advance in the manner set forth in this Schedule B until the
Atari Advance shall be fully recouped. In determining whether the Atari
Advance has been fully recouped,
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amounts owed by GTIS but not yet reported, paid or credited to the
Licensor shall be deemed recouped by GTIS. If in respect of any royalty
payment period royalties are available for recoupment of the Atari
Advance under any one or more of the distribution and license
agreements entered into under the Atari Agreements, the GTIS Master
Agreement and the GTIS Master Option and License Agreement dated
December 28, 1994, as amended (the "GTIS Master PC Agreement"), the
Atari Advance shall be recouped from royalties in the following order
of priority: (i) royalties payable under distribution and license
agreements entered into under the Atari Agreements; (ii) royalties
payable under distribution and license agreements entered into under
the GTIS Master PC Agreement; and (iii) royalties payable under
distribution and license agreements entered into under the GTIS Master
Agreement.
10. WMS hereby confirms to GTIS that it is WMS' present intention that
it will maintain a separate Atari Group games design organization and that any
member of the design teams working for that organization will work solely on the
creation of Atari Games. WMS further confirms that it will use all reasonable
efforts to maintain such separate organization.
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11. In the event of conflicts between the provisions of the GTIS
Master Home Video Agreement and the Home Video Game Distribution and License
Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written .
WMS INDUSTRIES INC.
By: /s/ NEIL NICASTRO
-------------------------------------
Neil Nicastro
WILLIAMS ELECTRONICS GAMES, INC.
By: /s/ NEIL NICASTRO
-------------------------------------
Neil Nicastro
MIDWAY MANUFACTURING COMPANY
By: /s/ NEIL NICASTRO
-------------------------------------
Neil Nicastro
WILLIAM ENTERTAINMENT INC.
By: /s/
-------------------------------------
GT INTERACTIVE SOFTWARE CORP.
By: /s/ RONALD CHAIMOWITZ
-------------------------------------
Ronald Chaimowitz
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11. In the event of conflicts between the provisions of the GTIS
Master Home Video Agreement and the Home Video Game Distribution and License
Agreement, the provisions of the GTIS Master Home Video Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the day and year first above written .
WMS INDUSTRIES INC.
By:
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WILLIAMS ELECTRONICS GAMES, INC.
By:
------------------------------------
MIDWAY MANUFACTURING COMPANY
By:
------------------------------------
WILLIAMS ENTERTAINMENT INC.
By: /s/ BRIAN COOK
------------------------------------
Brian Cook
GT INTERACTIVE SOFTWARE CORP.
By: /s/ RONALD CHAIMOWITZ
------------------------------------
Ronald Chaimowitz
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SCHEDULE 1
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ATARI LIBRARY
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(Not including Projects in Process)
-----------------------------------
RELEASED COIN-OP TITLES
DATE PRODUCT
Nov - 72 Pong
Jul - 83 Space Race
Sep - 73 Pong Doubles
Oct - 73 Gotcha color
Oct - 73 Gotcha
Oct - 73 Elimination (KEE)
Feb - 74 Super Pong
Feb - 74 Rebound
Mar - 74 Spike (Kee)
Mar - 74 Quadrapong
Mar - 74 Gran Track 10
Apr - 74 Formula K (Kee)
Apr - 74 World Cup
Apr - 74 World Cup CKT
May - 74 Pong CKT
Jun - 74 Touch Me
Jul - 74 Twin Racer (KEE)
Jul - 74 Trak 10
Aug - 74 Gran Trak 20
Aug - 74 Puppy Pong
Aug - 74 Trak 20
Sep - 74 Dr. Pong
Oct - 74 Pin Pong
Nov - 74 Tank
Nov - 74 Qwak
Jan - 75 Dodgeball
Jan - 75 Pursuit
Apr - 75 Indy 800 (KEE)
Apr - 75 Highway
May - 75 Crossfire (KEE)
May - 75 Tank II (KEE)
Jun - 75 Anti Aircraft
Jul - 75 Goal IV
Sep - 75 Jaws
Oct - 75 Steeplechase
Oct - 75 Crash N Score
Oct - 75 Jet Fighter
Dec - 75 Jet Fighter CKT
Jan - 76 Stunt Cycle
Mar - 76 Outlaw
Apr - 76 Tank 8 (KEE)
Apr - 76 Quiz Show (KEE)
Apr - 76 Breakout
May - 76 Indy 4
Jul - 76 Breakout CKT
Schedule A; Page 2
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Jul - 76 Cops N Robbers
Jul - 76 Fly Ball (KEE)
Aug - 76 Lemans
Oct - 76 Night Driver
Nov - 76 Sprint II (KEE)
Nov - 76 F-1
Nov - 76 The Atarians Pin
Jan - 77 Dominos
Feb - 77 Dominos CKT
Apr - 77 Triple Hunt
Apr - 77 Triple Hunt Single
Apr - 77 Night Driver SD
May - 77 Sprint 8 (KEE)
Jun - 77 Time 2000 Pin
Jun - 77 Pool Shark
Jun - 77 Drag Race (KEE)
Jul - 77 Starship
Sep - 77 Super Bug (KEE)
Sep - 77 Two Game Module
Sep - 77 Airborne Avenger Pin
Oct - 77 Destroyer
Nov - 77 Canyon Bomber
Dec - 77 Sprint 4
Jan 78 Sprint 1
Feb - 78 Ultra Tank (KEE)
Feb - 78 Middle Earth Pin
Mar - 78 Sky Raider
Mar - 78 Tournament Table
Apr - 78 Avalanche
Jun - 78 Fire Truck
Jun - 78 Sky Diver
Jul - 78 Smokey Joe
Sep - 78 Super Breakout
Sep - 78 Space Rider Pin
Oct - 78 Atari Football
Nov - 78 Orbit
Feb - 79 Video Pinball
Mar - 79 Superman Pin
Apr - 79 Hercules Pin
May - 79 Basketball
May - 79 Subs
Jun - 79 Baseball
Aug - 79 Lunar Lander
Apr - 79 4PL Atari Football
Nov - 79 Asteroids
Apr - 80 Asteroids CKT
Apr - 80 Soccer
Apr - 80 Monte Carlo
Jun - 80 Asteroics Cabaret
Jun - 80 Missile Command
Schedule A, Page 3
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Aug - 80 Missile Command CKT
Sep - 80 Missile Command Cabaret
Sep - 80 Missile Command SD
Nov - 80 Battle Zone
Dec - 80 Battle Zone Cabaret
Apr - 81 Asteroids Deluxe Cabaret
Apr - 81 Warlords
Apr - 81 Warlords CKT
May - 81 Asteroids Deluxe
May - 81 Asteroids Deluxe CKT
May - 81 Red Baron SD
Jun - 81 Centipede
Jun - 81 Red Baron
Jun - 81 Battle Zone Open Face
Jul - 81 Centipede CKT 13"
Jul - 81 Centipede CAB
Sep - 81 Centipede CKT 19"
Oct - 81 Tempest
Dec - 81 Tempest CKT
Dec - 81 Tempest Cabaret
Feb - 82 Space Duel
Apr - 82 Dig Dug
Apr - 82 Space Duel CKT
Jun - 82 Kangaroo
Jun - 82 Dig Dug CKT
Jun - 82 Dig Dug CAB
Jun - 82 Gravitar
Nov - 82 Millipede
Nov - 82 Liberator
Nov - 82 Quantum
Nov - 82 Pole Position
Nov - 82 Pole Position SD
Feb - 83 Xevious
Feb - 83 Black Widow
Feb - 83 Milipede CKT
Mar - 83 Food Fight
May - 83 Arabian
May - 83 Star Wars
May - 83 Star Wars SD
May - 83 Food Fight CKT
Jul - 83 Crystal Castles
Nov - 83 Major Havoc
Nov - 83 Pole Position II
Nov - 83 Crystal Castles CKT
Jan - 84 Firefox
Feb - 84 Firefox SD
Mar - 84 TX-1 SD
Jun - 84 I, Robot
Sep - 84 Return of the Jedi
Dec - 84 Marble Madness SYS 1
Schedule A; Page 4
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Mar - 85 Empire Kit
Apr - 85 Paperboy SYS 2
Jul - 85 Pack Rat SYS 1
Jul - 85 Pack Rat (KIT)
Jul - 85 Temple of Doom SYS 1
Jul - 85 Temple of Doom Kit
Oct - 85 Gauntlet
Apr - 86 Super Sprint
May - 86 Gauntlet 2 Player
Jul - 86 Road Runner SYS 1
Jul - 86 Road Runner Kit
Aug - 86 Gauntlet II
Aug - 86 Guantlet II 4 player kit
Aug - 86 Gauntlet II 2 player kit
Sep - 86 Champ Sprint SYS 2
Sep - 86 Champ Sprint Kit
Dec - 86 720
Feb - 87 Rolling Thunder
Mar - 87 Road Blaster SYS 1
Mar - 87 Road Blaster Kit
Mar - 87 Road Blaster SD
May - 87 Dunk Shot
Jul - 87 A.P.B.
Jul - 87 Dragon Spirit
Sep - 87 RBI Baseball Kit
Nov - 87 Xybots
Dec - 87 Pacmania
Feb - 88 Blasteroids
Apr - 88 Galaga '88
Apr - 88 Galaga '88 Kit
Apr - 88 Vindicators
May - 88 Pot Shot
May - 88 Final Lap SD
Jun - 88 Toobin
Aug - 88 Assault
Sep - 88 Cyberball
Oct - 88 Final Lap UR
Feb - 89 Tetris Kit
Feb - 89 Hard Drivin SD
Feb - 89 Splatterhouse PCB
Feb - 89 Vindicator Kits
Jun - 89 Hard Drivin Compact
Jun - 89 Escape
Jun - 89 Escape Kit
Aug - 89 Cyberball 2072 4 player
Sep - 89 Cyberball 2072 2 player
Sep - 89 Stunrunner
Oct - 89 Cyberball 2072 Conv. Kit
Nov - 89 Cyberball 2 PL Univ. Kit
Nov - 89 Skull & Crossbones
Schedule A; Page 5
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Nov - 89 Skull & Crossbones Kit
Dec - 89 4 Trax Moving
Jan - 90 Badlands
Jan - 90 Badlands Kit
Jan - 90 Cyberball vs. Kit
Feb - 90 Klax
Feb - 90 Klax Cabaret
Feb - 90 Klax Kits (Incl. Japan)
Apr - 90 4 Trax Stationary
Jun - 90 Gumball Rally
Jun - 90 Hydra
Jun - 90 Hydra Kits
Jul - 90 ThunderJaws Kits
Aug - 90 Pitfighter
Aug - 90 Race Drivin SD
Oct - 90 Race Drivin SD Conv. Kits
Nov - 90 Tetris Cabaret
Nov - 90 Shuuz
Nov - 90 Shuuz Kits
Dec - 90 Race Drivin Compact
Feb - 91 Rampart
Mar - 91 Pitfighter 2 PL Kits
Apr - 91 Batman Kits
Apr - 91 Rampart Kits Incl. Japan
Apr - 91 Race Drivin UR Conv. Kits
Apr - 91 Race Drivin Intl. Kits
May - 91 Race Drivin Panorama
Jun - 91 Road Riot
Sep - 91 Steel Talons
Oct - 91 Off the Wall Kit
Apr - 92 Relief Pitcher Game
May - 92 Relief Pitcher Kit
Jun - 92 Guardians of the Hood
Jul - 92 Guardians of the Hood Kit
Jul - 92 Moto Frenzy Deluxe
Sep - 92 Moto Frenzy Mini
Nov - 92 Space Lords
Mar - 93 Knuckle Bash Kit
Jun - 93 World Rally Kits
Oct - 93 Showcase '33
Jul - 94 T-MEK
Aug - 94 Primal Rage Showcase 33
Sep - 94 Primal Rage Family Cabinet
Oct - 94 Cops
Sep - 95 Hoop It Up
Nov - 95 Area 51 33" Showcase
Nov - 95 Area 51 25"
Schedule A; Page 6
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RELEASED CONSUMER TITLES
DATE TITLE FORMAT
After Burner NES
Alien Syndrome NES
Fantasy Zone NES
88 Gauntlet NES
Klax NES
Ms. Pacman NES
88 Pacman NES
Pacmania NES
88 RBI Baseball NES
RBI 2 Baseball NES
RBI 3 Baseball NES
Road Runner NES
Rolling Thunder NES
Shinobi NES
Skull & Crossbones NES
Super Sprint NES
May - 89 Tetris NES
Temple of Doom NES
Toobin NES
Vindicators NES
Jun - 95 RBI 95 32X
Oct - 94 Battlecorps Sega CD AFL
Feb - 95 BC Racers Sega CD AFL
Schedule A; Page 7
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Nov - 94 Lawnmowerman Sega CD AFL
Dec - 94 Soulstar Sega CD AFL
Dec - 95 Wayne Gretsky PC CD ROM
Sep - 95 Primal Rage PC CD ROM
Nov - 94 Rise of the Robots PC CD ROM
Nov - 94 Rise of the Robots PC Floppy Disk
Jun - 95 Striker Europe CD ROM
Nov - 94 Rise of the Robots Europe CD ROM
Sep - 95 Primal Rage Europe CD ROM
Jun - 95 Striker Europe Disk
Jun - 95 Rise of the Robots Europe Disk
Jun - 95 Rise of the Robots Amiga-Europe
PGA Tour Golf Europe Game Gear
KLAX Europe Game Gear
Marble Madness Europe Game Gear
Paperboy Europe Game Gear
Popils Europe Game Gear
Dec - 94 PGA Tour II Europe Game Gear
Jun - 95 Rise of the Robots Europe Game Gear
World Cup Soccer Europe Game Gear
Aug - 95 Primal Rage Gameboy
Mar - 95 Kawasaki Superbike Game Gear AFL
Dec - 93 Desert Strike Game Gear AFL
Dec - 93 Formula 1 Game Gear AFL
Prince of Persia Game Gear AFL
Schedule A; Page 8
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Super Space Game Gear AFL
Invaders
Mar - 95 Kawasaki Superbike Genesis
Davis Cup Tennis Genesis
Dragon's Fury Genesis
Dick Vitale Genesis
Basketball
Dec - 93 Dragon's Revenge Genesis
Nov - 93 Gauntlet 4 Genesis
Nov - 94 Generations Lost Genesis
Grindstormer Genesis
Hard Drivin Genesis
Klax Genesis
Nov - 94 Lawnmowerman Genesis
Ms. Pacman Genesis
Paperboy 2 Genesis
Paperboy Genesis
Pitfighter Genesis
Pacmania Genesis
Nov - 93 Awesome Possum Genesis
Prince of Persia Genesis
Dec - 93 Race Drivin Genesis
Aug - 95 Primal Rage Genesis
Rampart Genesis
RBI 93 Genesis
RBI 94 Genesis
Schedule A; Page 9
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RBI 3 Basketball Genesis
RBI 4 Genesis
Road Blasters Genesis
Nov - 94 Red Zone Genesis
Sylvester & Tweety Genesis
Steel Talons Genesis
Jun - 95 Wayne Gretzky Genesis
Bubba N' Stix Genesis AFL
Nov - 93 Formula 1 Genesis AFL
James Bond Genesis AFL
Nov - 94 Marko & His Magic Genesis AFL
Soccer Ball
MIG 29 Genesis AFL
Chuck Rock II Game Gear
Dec - 93 PGA Tour Golf Game Gear
Klax Game Gear
Marble Madness Game Gear
Paperboy 2 Game Gear
Paperboy Game Gear
Nov - 94 PGA Tour II Game Gear
Popils Game Gear
Aug - 95 Primal Rage Game Gear
Nov - 94 RBI 94 Game Gear
Dec - 94 Rise of the Robots Game Gear
World Cup Soccer Game Gear
Oct - 95 Power Drive Rally Jaguar
Schedule A; Page 10
<PAGE>
Dec - 95 Primal Rage Jaguar CD
Davis Cup Tennis Mega Drive-Europe
Dragon's Fury Mega Drive-Europe
Dick Vitale Mega Drive-Europe
Basketball
Dragon's Revenge Mega Drive-Europe
Gauntlet 4 Mega Drive-Europe
Hard Drivin Mega Drive-Europe
Kawasaki Superbike Mega Drive-Europe
Klax Mega Drive-Europe
Lawnmowerman Mega Drive-Europe
Paperboy Mega Drive-Europe
Paperboy 2 Mega Drive-Europe
Pitfighter Mega Drive-Europe
Pacmania Mega Drive-Europe
Rampart Mega Drive-Europe
RBI 94 Mega Drive-Europe
Nov - 94 Red Zone Mega Drive-Europe
Aug - 94 Sylvester & Tweety Mega Drive-Europe
Steel Talons Mega Drive-Europe
Mar - 95 Mega Swiv Mega Drive-Europe
A.C. Adapter Gameboy
A.C. Adapter Genesis
A.C. Adapter SNES
A.C. Adapter Game Gear
Control Pad Genesis
Schedule A; Page 11
<PAGE>
Control Pad NES
Control Pad SNES
Hi-Freq Control Genesis
Pad
Hi-Freq Control NES
Pad
Hi-Freq Control SNES
Pad
Hi-Freq Magnifier Game Gear
Hi-Freq Night Gameboy
Sight
Hi-Freq Power Clip Gameboy
w/adaptor
Hi-Freq Power Clip Game Gear
R.F. Switch All
Night Sight Gameboy
Power Clip w/A.C. Gameboy
adaptor
Power Clip Gameboy
Wayne Gretzky Kit Rest of World
Wayne Gretzky Mega Drive-Rest of
World
Kawasaki Superbike SNES-Rest of World
Primal Rage Kit Rest of World
Sep - 95 Primal Rage PC CD ROM-Rest of
World
Sep - 95 Primal Rage Gameboy-Rest of
World
Aug - 95 Primal Rage SNES-Rest of World
Schedule A; Page 12
<PAGE>
Sep - 95 Primal Rage Mega Drive-Rest of
World
Jul - 95 Striker Spindle PC CD ROM-
REST of World
Virtua Racing Saturn-Rest of
World
Dec - 95 Last Gladiators Saturn
Nov - 95 Virtua Racing Saturn
Sep - 93 Robo Aleste Sega CD
PGA Tour Golf Master System-
Europe
Klax Master System-
Europe
Ms. Pacman Master System-
Europe
Rampart Master System-
Europe
Dec - 95 Wayne Gretzky SNES
Dec - 95 Kawasaki Superbike SNES
Aug - 95 Primal Rage SNES
Jun - 95 Super RBI SNES
Blasteroids Computer Software
Rolling Thunder Computer Software
Dec - 95 Primal Rage Sony PSX
Dec - 95 Zero Divide Sony PSX
Klax NEC Turbografix
Return Fire Sony PSX
Constructor Sony PSX
T-MEK Sony PSX
Schedule A; Page 13
<PAGE>
Area 51 Sony PSX
Wayne Gretzky II Sony PSX
Wheels Sony PSX
Schedule A; Page 14
<PAGE>
SCHEDULE 1
---------
PROJECTS IN PROCESS
-------------------
(ATARI PC Games)
---------------
TITLE PLATFORM
Area 51 CD-ROM
Constructor Win '95/Mac-CD
Crisis Win '95
Dark Hermetic Order PC CD-ROM
Gretzky Hockey PC CD-ROM
Gretzky II Win '95
Primal Rage Mac-CD
RBI 96 EBM PC; CD-ROM
Return Fire CD-ROM
T-Mek PC; CD-ROM
<PAGE>
SCHEDULE 2
----------
PROJECTS IN PROCESS
-------------------
(HOME VIDEO GAMES)
------------------
TITLE PLATFORM
----- --------
Area 51 Saturn; PSX
Constructor PSX
Gretzky 11 PSX
Gretzky Arcade Ultra 64
Last Gladiators Saturn
Power Drive Jaguar
Primal Rage Saturn; PSX
Return Fire PSX; Saturn
T-Mek PSX
Toonfighter PSX
Virtua Racing Saturn
Wheels (Driver) PSX
Zero Divide PSX