SONY COMPUTER ENTERTAINMENT EUROPE LIMITED

of 30 Golden Square, London W1F 9LD

(hereinafter referred to as “SCEE”)

- and -

ACTIVISION UK LIMITED

of Parliament House, St. Laurence Way, Slough, Berks, SL1 2BW

(hereinafter referred to as “Publisher”)

PUBLISHER AUTHORISATION #: 056

Recitals

(A) SCEE, its parent company Sony Computer Entertainment Inc., and/or certain of their affiliates and companies within the group of companies of which any of them form part (hereinafter jointly and severally referred to as “Sony”) have developed, and are licensing core components of, a computer entertainment system known and hereinafter referred to as “PlayStation® Portable” or “PSP”, and are the owners of, or have the right to grant licences of, certain proprietary information and intellectual property rights pertaining to PSP.

(B) Publisher desires to be granted a non-exclusive licence, on a product by product basis, to market, distribute and sell Licensed Products (as defined below), and for such Licensed Products and associated materials to be manufactured by an authorised manufacturing facility licensed by SCEE, on the terms and subject to the conditions set forth in this Agreement.

(C) SCEE is willing, on the terms and subject to the conditions of this Agreement, to grant Publisher the desired non-exclusive licences.
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This Global PlayStation®3 Format Licensed Publisher Agreement (the “Agreement”) is entered into on March 5, 2007 by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 East Hillsdale Boulevard, Foster City, California (“the SCE Company”) and Activision Inc., with offices at 3100 Ocean Park Blvd., Santa Monica, CA 90405 (“Publisher”).

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2. License.

2.1 License Grant. The SCE Company grants to Publisher, for the Term and throughout the Territory, and in accordance with the other terms, limitations and conditions referenced herein, a non-exclusive, non-transferable license under the SCE Intellectual Property Rights, without the right to sublicense (except as specifically provided herein), to use SCE Materials as follows: (i) to develop and publish Licensed Products and to enter into agreements with Licensed Developers and other approved third parties, where the SCE Company requires such approval, subject to Section 3.2, to develop Licensed Products; (ii) to have Disc Products manufactured by Designated Manufacturing Facilities; (iii) to market, advertise, promote, sell and distribute Disc Products directly to end users or to third parties for distribution to end users; (iv) to market, advertise and promote, and, pursuant to a separate online distribution agreement(s) with the SCE Company or any Affiliate, to distribute Online Products to end users over the PlayStation®Network; (v) to use the Licensed Trademarks only in connection with the manufacturing, marketing, packaging, advertising, promotion, sale and distribution of the Licensed Products; and (vi) to sublicense end-user customers the right to use the Licensed Products for personal, noncommercial purposes in conjunction with the System only, and not with other devices or for public performance.

2.2 Separate PlayStation Agreements. Unless specifically set forth in this Agreement, all terms used herein are specific to the System and the attendant SCE Company licensing program. Licenses relating to the original PlayStation, PS One, PlayStation 2 or PlayStation Portable game consoles are subject to separate agreements with the SCE Company (or any Affiliate, as applicable), and any license of rights to Publisher under such separate agreements shall not confer on Publisher any rights with respect to the System and vice versa.

3. Development and Distribution of Licensed Products.

3.1 Right to Develop. The SCE Company grants Publisher the right to purchase, lease or borrow, as applicable, certain hardware devices and license certain software tools and utilities that comprise the Development Tools, as is appropriate, from the SCE Company or its designee, pursuant to a separate Development System Agreement with the SCE Company or a separate rider to this Agreement, which hardware and software components may be used by Publisher only in connection with the development of Licensed Products pursuant to Section 2.1. In developing Executable Software (or portions thereof), Publisher and any third-party Licensed Developers with whom Publisher contracts shall fully comply in all respects with all Guidelines, including technical specifications. In the event that Publisher uses any third-party tools to develop Executable Software or any portion thereof, Publisher shall be responsible at Publisher’s sole risk and expense for ensuring that it has obtained all necessary licenses for any such use.
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This License Agreement (the “Agreement”), effective as of May 17, 2007 (the “Effective Date”), confirms the agreement by and between Frank Miller, Inc. (“FMI”), a New York corporation, and Red Mile Entertainment, Inc. (“Red Mile”), a Delaware corporation:

Recitals

A. Red Mile is a developer and publisher of interactive entertainment software, including video games.

B. Frank Miller (“Miller”) is the creator of the “Property” (as hereinafter defined).

C. FMI controls all video game and related rights to the Property.

D. Ground Zero Productions (“GZP”) writes, designs, and produces video games.

E. Union Entertainment LLC (“Union”) writes, designs, and produces video games and is otherwise active in the videogame industry.

F. FMI desires to license the “Rights” (as hereinafter defined) during the “Term” (as hereinafter defined) to Red Mile for the purposes of creating, developing, marketing, and commercially distributing one or more video games and other products based on the Property pursuant to the terms and conditions set forth in this Agreement, including, but not limited to, the participation and involvement of Union and GZP.

G. Red Mile desires GZP and Union to provide design, story, scriptwriting, and production services in conjunction with the creation, marketing, and distribution of the “Games” (as hereinafter defined).

H. FMI, Red Mile, GZP, and Union have entered into a Memorandum of Understanding dated as of July 17, 2006 (the “MOU”) which, upon the mutual execution hereof, will be superseded and replaced by this Agreement.
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1. Rights and Obligations

1.1 Majesco hereby appoints Eidos as Majesco’s exclusive distributor for the computer and/or video games listed on the attached Exhibit A (as the same may be amended by agreement of the parties from time to time in accordance with this Agreement), which is incorporated by reference hereto (the ‘‘Titles’’), in the PAL territories comprising all those territories listed on the attached Exhibit B (the ‘‘Territory’’) from the Effective Date and continuing for a period expiring 270 days after the date of commercial release by Eidos of the last Title set forth on Exhibit A (as may be amended from time to time). (the ‘‘Term’’). The parties may mutually agree to add Titles to this Agreement, which will become effective upon signature by both parties of a signed amendment to Exhibit A hereto. Subject to the terms and conditions contained in this Agreement, Majesco hereby grants Eidos the non-transferable (save as expressly provided herein), exclusive right to sell, distribute, advertise, market, and promote the Titles in the Territory. For the avoidance of doubt, Eidos is obligated to release all of the Titles even after it meets the Guarantee (as defined below) obligation.

1.2 Eidos will not have any right to distribute the Titles outside of the Territory and shall not distribute to any customers whom Eidos knows or has reason to believe may sell the Titles outside of the Territory. Eidos will not have any right to distribute the Titles in the Territory or otherwise by electronic means, including, but not limited to, by any third-party on-line service, the Internet, satellite, cable, wire, or any other electronic means of distribution now known or hereafter developed provided always that for the avoidance of doubt Eidos shall be entitled to promote, advertise, offer for sale and sell physical copies of the Titles ordered via an internet website, digital television, WAP devices or other on-line service. Subject thereto, Majesco hereby expressly reserves all on-line and electronic distribution rights, as well as OEM and bundling rights, subject in each case to Majesco’s prior reasonable approval.

1.3 Eidos shall have a right of first refusal on distribution rights, in accordance with the terms set forth herein, on any of Majesco’s video game titles that Majesco plans to release (whether by itself, or through any affiliate or third party distributor) during the Term to the extent permissible by Majesco’s existing contracts. Majesco will give Eidos reasonable notice of its intention to have any such title released in the Territory whereupon, if Eidos wishes to distribute any such titles, then Eidos shall within [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days of receipt of a written notification of a plan to release a title and invitation to Eidos to exercise its rights under this Clause give Majesco written notice of such desire and the parties shall immediately thereafter negotiate exclusively with each other with respect to such rights, and if, after the expiration of [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days following receipt of the applicable notice, no agreement has been reached, then Majesco shall be free to negotiate elsewhere with respect to such rights. Terms for such added Titles to be the same as for the Titles listed in Exhibit A (as applicable), with the RRP to be set by the parties in good faith in order to be in line with the market at the time of release.

1.4 Except as otherwise set forth herein, Majesco shall be responsible for creating, developing, testing and manufacturing the Titles and the associated documentation as final, shrink-wrapped finished goods (‘‘Units’’), containing the final software (in object code form), data files, external and internal packaging, an instruction manual, and a customary industry warranty and end user license and all localised versions thereof in relation to non-English language versions to be supplied hereunder. In addition, Majesco shall be responsible for obtaining all applicable age-ratings for the Titles from all applicable rating bodies and all approvals from Nintendo and other applicable platform owners.

1.5 Majesco shall provide Units of the Titles upon Eidos’ order of such Units. Subject to format owner minimum order quantities and manufacturing schedules, within [Information Omitted and Filed Separately with the Commission under Rule 24B-2] weeks of Eidos placing an order Majesco will deliver Units to Eidos or Eidos’s distributors’ designated warehouse in any of the United Kingdom, France, Germany, Spain, Italy and Scandinavia, as specified by Eidos at the time the order is placed (the ‘‘Delivery Point’’ and all references to ‘‘delivery’’ shall be construed accordingly). All prices stated herein include all costs of shipping, packaging, freight and insurance of Units to the Delivery Point. Accordingly, risk in Units will pass upon delivery at the designated Delivery Point.

1.6 Eidos shall have [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days from receipt to inspect the incoming Units (the ‘‘Inspection Period’’), and may return such Units for replacement (at Majesco’s cost and expense) if Eidos: (i) finds any defect with or damage to the Units or their packaging, user manuals or other inserts or a Unit is otherwise not in ‘‘mint’’ condition, and (ii) within such [Information Omitted and Filed Separately with the Commission under Rule 24B-2] period provides Majesco with documentation specifying in detail each such defect for any Units to be returned. If Eidos has not notified Majesco in accordance herewith, at the expiration of the Inspection Period any such Units shall be deemed accepted. For the avoidance of doubt, notwithstanding any deemed acceptance under this Clause, Eidos shall remain entitled to reject and return any Units for a replacement (or, at Eidos’ request a refund) in respect of any latent or other defect arising (including any defect concerning the operation of the software embodied on the media, with any hardware) which would not reveal from reasonable inspection at the time of delivery.

1.7 Eidos will provide end user customer service support for the Titles, to the same extent it provides such support for titles it publishes. Majesco shall promptly provide Eidos with all documents and information reasonably necessary for Eidos to provide the service and support hereunder, together with, as applicable, any software patches and error or bug-correcting versions of the Titles that may be developed during the Term.

2. Guarantee, Pricing, Fees and Payment Terms

2.1 Eidos agrees to purchase Units of a value equal to [Information omitted and filed separately with the Commission under Rule 24B-2] as set forth on Exhibit A (the ‘‘Guarantee’’). The parties agree that, subject to the minimum order requirements set forth in Section 1.5 above, [Information omitted and filed separately with the Commission under Rule 24B-2] and Eidos may meet this Guarantee obligation [Information omitted and filed separately with the Commission under Rule 24B-2] provided that such shall not relieve Eidos of any other obligations under this Agreement.

2.2 In the event Units of any Title listed in Exhibit A are delivered by Majesco beyond the Release Quarter set forth for such title on Exhibit A hereto, other than in the case of delay subject to Section 13.6 hereto, that proportion of the Guarantee [Information omitted and filed separately with the Commission under Rule 24B-2] set against the relevant Title (the ‘‘Unit Guarantee’’) can be reduced (and accordingly the overall Guarantee shall be reduced by a corresponding amount) as follows: (i) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] but less than [Information omitted and filed separately with the Commission under Rule 24B-2] days beyond the applicable quarterly release period, the Unit Guarantee for such Title can be reduced by [Information omitted and filed separately with the Commission under Rule 24B-2] (ii) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] days but less than [Information omitted and filed separately with the Commission under Rule 24B-2] days beyond the applicable quarterly release period, the Unit Guarantee for such Title can be reduced by an additional [Information omitted and filed separately with the Commission under Rule 24B-2] (making [Information omitted and filed separately with the Commission under Rule 24B-2] in total); and (iii) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] days after the applicable release date for such Title as set
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