Publishing License and Distribution Agreement - Take-Two Interactive Software Inc. and Panasonic Interactive Media
Summary of Terms For A Publishing License and Distribution Agreement
Between Take 2 Interactive (T2I) and Panasonic Interactive Media (PIM)
Following is a summary of key terms comprising a licensing and distribution
agreement between the two parties:
1. Nature of Relationship;
PIM shall obtain exclusive publishing and distribution right to software
products from T2I as defined hereto. The products shall be packaged and
published by PIM for exclusive distribution into all direct, retail,
on-line, multi-player, network and OEM channels in North America.
2. The Product(s):
Monty Python's The Meaning of Life
Monty Python & The Quest For The Holy Grail
Monty Python's Complete Waste of Time
The Pyhtomizer Screen Saver
3. The Exclusive-License Rights:
a) Territory: North America.
b) Term: Life of copyright.
c) Media: All optical media, including CD-ROM and DVD.
d) Host Platforms: All personal computers and set-top optical devices.
e) Derivative Works: PIM may, at its sole discretion and expense, create
re-mastered and/or re-authored versions of Products. T21 shall make
available, as necessary, any and all host assets utilized in creation
of Products. PIM shall grant to T2I license rights, under royalty
terms similar to those defined herein, to any re-mastered and/or
re-authored versions of Products for territories outside North
America.
4. PIM Compensation to T2I For These Rights:
a) Guarantee: $1,100,000
b) Recoupable
Advances: PIM shall disburse Guarantee as follows:
$550,000 Within five (5) business days of
execution of this Summary of Terms.
$550,000 Within five (5) business days of
receipt of Gold Masters for all
Products.
c) Royalty Accrual: Royalties shall accrue as percent of PIM gross
profit (GP), with GP defined as the actual
retailer or distributor purchase price minus
standard trade discounts, minus rep commissions,
minus cost-of-goods and freight. PIM shall
retain 100% of all accrued royalties until all
advances have bee recouped.
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d) Retail and Direct
Sales Royalty: 30% of GP.
e) OEM Royalty: 30% of revenues actually collected by PIM, less
PIM actual out-of-pocket costs (if any) incurred
in generating such revenue.
f) Network/On-Line/
Multi-Player Royalty: 30% of revenues actually collected by PIM, less
PIM actual out-of-pocket costs (if any) incurred
in generating such revenue.
5. Marketing:
a) Materials: T2I will provide to PIM within five (5) business
days of execution of this Summary of Terms all
packaging, manuals, sales and marketing
materials, including all available photography
and artwork, in a commonly readable digital
format for all Products.
b) Marketing Budget: $500,000 of actual out-of-pocket expenses
incurred by PIM in the areas of consumer
advertising, trade marketing, public relations,
promotions and other marketing activities
defined by PIM.
c) Branding: The product shall be marketed by PIM under the
Panasonic Interactive Media publishing label.
All packaging, marketing and sales materials
shall identify 7th Level as the Products'
developer.
d) Existing Inventory: PIM, at its sole discretion, may elect to
either: i) purchase all existing 7th Level
inventory of Products acquired by T2I at
cost-of-goods, or ii) require verification that
all existing 7th Level inventory of Products
acquired by T2I has been scrapped and/or
exported from North America.
6. Good Faith Negotiations:
Upon the execution of this Summary of Terms, the parties shall negotiate in
good faith to reach a definitive Agreement that incorporates this Summary
of Terms and other terms and conditions typical for an agreement of this
type.
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Both parties hereby accept this Summary of Terms as the basis for an Agreement
between the two parties. T2I by accepting this Summary of Terms further
represents and warrants that it owns all rights in the Products and has the
right to grant PIM the rights under this Summary of Terms.
/s/ [ILLEGIBLE] 11/6/97 /s/ Ryan Brant 11/5/97
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PIM Date T2I Date
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