"Under the License Back the Company obtained an exclusive license, under certain
conditions, to use the IP for the purpose of developing an Interplay branded
Fallout Massively Multiplayer Online Game ("MMOG")."
"B. Interplay wishes to use the Licensed Marks solely in connection with
the development and implementation of a Massively Multiplayer Online Game (as
defined below)."
as defined as
"The term "MMOG" means a Massively Multiplayer Online Game that is a
type of computer video game for large communal use that (i) is only played and
accessed via the Internet and is not playable off-line in any manner whatsoever,
(ii) is only functional as an MMOG and does not work as a single player game or
as a game with 100 or fewer players, (iii) enables at least 1,000 players to
interact simultaneously in the game world online and remains live 24 hours a
day/7 days a week, (iv) requires all players to pay a monthly subscription
service fee or some similar ongoing method for billing players for participation
in the game world online for the express purpose of obtaining and continuing
on-line access to the game's core experience (except during any applicable user
trial period), (v) contains content that is maintained only on dedicated servers
by the offeror of the MMOG; and (vi) is not played on online game services of
console manufacturers (such as Xbox Live from Microsoft)."
Regarding it's development
"the Licensed Marks on and in connection with Interplay's FALLOUT-branded MMOG
(the "FALLOUT MMOG" or "LICENSED PRODUCT") and for no other purpose. The
conditional license herein does not grant Interplay any right to sublicense any
of the licensed rights without Bethesda's prior written approval."
" 2.3 MMOG DEVELOPMENT. To retain its license rights under this
Agreement, Interplay agrees that (i) full-scale development of its FALLOUT MMOG
will commence within twenty-four (24) months of the Effective Date of this
Agreement (such commencement date defined herein as the "MMOG DEVELOPMENT
COMMENCEMENT DATE") and (ii) by the MMOG Development Commencement Date,
Interplay will have secured financing for the FALLOUT MMOG in an amount no less
than US$30,000,000.00 ("MINIMUM Financing"). In the event that within this
24-month period Interplay has failed to commence full-scale development of its
FALLOUT MMOG or has failed to secure the Minimum Financing, Interplay will
immediately lose and permanently forfeit its license rights under this Agreement
and the license rights automatically shall end, be void and otherwise terminate
on the anniversary date of the second year after the Effective Date and this
Agreement shall no longer remain in effect."
And it's release
" 2.4 MMOG COMMERCIAL LAUNCH. In the event that within the first
24 months after the Effective Date Interplay has commenced full-scale
development of its FALLOUT MMOG and has secured the Minimum Financing, to retain
its license rights under this Agreement Interplay must, in addition,
Commercially Launch (as defined below) the FALLOUT MMOG within four (4) years of
the MMOG Development Commencement Date. In the event that within the first 24
months after the Effective Date Interplay has commenced full-scale development
of its FALLOUT MMOG and has secured the Minimum Financing but has failed to
Commercially Launch the FALLOUT MMOG within the first 4 years after the MMOG
Development Commencement Date, Interplay will immediately lose and permanently
forfeit its license rights under this Agreement and the license rights
automatically shall end, be void and otherwise terminate on the anniversary date
of the fourth year after the MMOG Development Commencement Date and this
Agreement shall no longer remain in effect; PROVIDED, HOWEVER, that if at the
expiration of such 4-year period, Interplay has failed to Commercially Launch
the FALLOUT MMOG but is actively engaged in development efforts of such MMOG and
certifies to Bethesda in writing its good faith belief that it will Commercially
Launch the FALLOUT MMOG within 12 months after the conclusion of such 4-year
period, then the period for Commercial Launch shall be extended by one (1) year.
If Interplay has failed to Commercially Launch the FALLOUT MMOG by the
expiration of such extended period, Interplay shall immediately lose and
permanently forfeit its license rights under this Agreement and the license
rights automatically shall end, be void and otherwise terminate on the
anniversary date of the fifth year after the MMOG Development Commencement Date
and this Agreement shall no longer be in effect. Bethesda agrees to negotiate in
good faith whether or not to grant any further extension beyond five years after
the MMOG Development Commencement Date. "COMMERCIALLY LAUNCH" means that
Interplay has offered its FALLOUT MMOG for sale to the public in major markets
in North America and Europe and that such FALLOUT MMOG has and continues to
maintain a minimum of 10,000 paying subscribers."
What do you think?
Source: http://www.sec.gov/Archives/edgar/data/1057232/000117091807000324/0001170918-07-000324.txt