Software License And Co-marketing Agreement

SOFTWARE LICENSE


AND CO-MARKETING AGREEMENT


This Agreement is made as of June__, 1997 (the "Effective Date") by and between ELECTRONIC ARTS INC., a Delaware corporation with offices at 1450 Fashion Island Boulevard, San Mateo, California 94404 ("EA") and 3DFX INTERACTIVE, INC., a California corporation with offices at 415 Clyde Avenue, Suite 105, Mountain View, CA 94043 ("3DFX").


RECITALS


A. EA designs, develops, publishes and distributes interactive software
entertainment products.


B. 3DFX develops, manufactures and distributes 3D graphics accelerator
technology (the "3DFX Technology"), and develops and distributes software
for incorporation in entertainment software products which is designed to
facilitate compatibility between such software products and the 3DFX
Technology.


C. 3DFX desires to have EA incorporate its software into EA's software
products in order to increase the base of software products compatible
with the 3DFX Technology and thereby facilitate 3DFX's efforts to market
such 3DFX Technology.


D. EA desires to incorporate software of 3DFX in EA's software products, in
order to establish compatibility between such products and the 3DFX
Technology.


NOW, THEREFORE, the parties agree as follows:


1. DEFINITIONS


1.1 "Software" means the software product distributed by 3DFX
under the current title "Glide" as part of the 3DFX
Interactive, Inc. Software Development Kit, including any
updates, enhancements, revised versions, corrections and
fixes thereto, in both source and object code forms.


1.2 "EA Product" means any software product developed or
distributed by EA and/or under any trademark or logo of EA
[*]


[*]


1.4 "Intellectual Property Rights" means any and all rights
existing from time to time in any jurisdiction under patent
law, copyright law, moral rights law, trade secret law,
trademark law, unfair competition law or other similar
rights existing anywhere in the world.


* CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


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1.5 "Trademarks" means the trademarks of 3DFX as set forth on
Exhibit A hereto.


1.6 "Advertising Materials" shall have the meaning set forth in
Exhibit B hereto.


2. LICENSE


2.1 General. 3DFX hereby grants to EA a perpetual fully paid,
royalty free, world-wide, non-exclusive, transferable,
irrevocable, license, with right to sublicense, to do any
and all of the following: use, modify, localize, prepare
derivative works of, copy and reproduce, make and have made,
perform and display (publicly or otherwise) distribute and
sell the Software as part of any EA Product in any manner
and embodied in any medium currently existing or hereafter
conceived.


2.2 Moral Rights. For purposes of this subsection, "Moral
Rights" means any rights of paternity or integrity, any
right to claim authorship of the Software, to object to any
distortion, mutilation or other modification of, or other
derogatory action in relation to, any Software, whether or
not such would be prejudicial to 3DFX honor or reputation,
and any similar rights existing under judicial or statutory
law of any country in the world, or under any treaty,
regardless whether or not such right is denominated or
generally referred to as a "moral" right. 3DFX hereby agrees
not to assert against EA or any EA licensee or customer any
and all Moral Rights that 3DFX may have in the Software.


2.3 Execution of Documents. 3DFX will cooperate with EA, at EA's
expense, in obtaining patent, copyright, trademark or other
statutory protection for any EA Product which incorporates
the Software, in each country in which EA Products
incorporating the Software are sold, distributed or licensed
and in taking any enforcement action, including any public
or private prosecution, to protect EA's intellectual
property rights in or to all EA Products which incorporate
the Software; provided, however, that any invention in the
Software and any resulting patent application shall belong
exclusively to 3DFX, and that any copyright registration by
EA in any EA Product incorporating the Software shall
reflect 3DFX as owner of the Software and any trademark
right or other intellectual property right in the Software
shall belong exclusively to 3DFX. Each party agrees to
cooperate with the other in executing and filing applicable
registrations and recordations by the other party to protect
such other party's rights and, to the extent needed, to
assist in bringing enforcement actions initiated by the
other party to protect such other party's rights.


2.4 Trademark License. 3DFX grants EA a non-exclusive,
royalty-free, sublicensable, irrevocable right and license,
with right to sublicense, to use and reproduce the
Trademarks on and in the EA Products and in any reasonable
manner in connection with the advertising, promotion and
marketing thereof; provided that EA's use thereof complies
with the restrictions set forth in the 3DFX Style Guide as
such style guide may be reasonably amended from time to time
by 3DFX.


2.5 Ownership. As between EA and 3DFX, EA is the sole and
exclusive owner of any and all EA Products and all
Intellectual Property Rights contained therein. As between
EA and 3DFX, 3DFX is the sole and exclusive owner of the
Software, the Trademarks and all Intellectual Property
Rights contained therein. To the extent that EA creates any
modifications to the Software, which modifications are not
particular to all or any of the EA Products, EA shall grant
3DFX a non-exclusive, perpetual worldwide license to use,
reproduce, make, sell and distribute such modifications.


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2.6 Restrictions. Notwithstanding anything to the contrary in
this Agreement, EA have no right to sell, market or
distribute the source code to the Software.


3. OBLIGATIONS OF EA


[**]


(a) EA shall exercise commercially reasonable efforts
to incorporate the Glide 2.3 version of the
Software (or such other version of the Software as
EA deems appropriate in its sole discretion) into
[*]. Although EA will exercise reasonable efforts
to activate the Software features appropriate [*],
EA makes no representation or warranty as to the
specific features which will be activated [*]. EA
makes no representation or warranty that EA will
successfully incorporate the Software into any of
the EA products, or that the EA products, with
incorporated 3DFX software, will be compatible with
the 3DFX Technology.


(b) The parties acknowledge that, where it is not
commercially practicable for EA to complete
incorporation of the Software [*], EA may issue a
"patch" or a "silent revision" following commercial
release, [*].


Prior to commercial release [*], EA will exercise
reasonable efforts to arrange a meeting between
representatives of 3DFX and the development teams
[*]. During such meetings, 3DFX shall advise the
development teams on optimum use of the Software
and the features of the Software which 3DFX
recommends activating in the context of a
particular product.

3.2 Additional Products. EA may, in its sole discretion,
incorporate the Software into additional EA Products. In
addition, EA may, in its sole discretion, issue "patches" or
"silent revisions" for additional EA Products following the
commercial release of such additional Products. If
practicable, as determined by EA in its sole discretion, EA
will exercise reasonable efforts to arrange a meeting
between representatives of 3DFX and the development teams
creating each of such additional EA Products. During such
meetings, 3DFX shall advise the development teams on optimum
use of the Software and the features of the Software which
3DFX recommends activating in the context of a particular
product.


3.3 Marketing Services. EA shall perform the marketing services
as specified on Exhibit B under the heading "EA Marketing
Services", at the times and in the manner specified therein.


3.4 Disclaimer of Warranties. EA MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE PERFORMANCE [*] (OR ANY OTHER EA
PRODUCT), INCLUDING, WITHOUT LIMITATION, AS TO THE
COMPATIBILITY OF SUCH ...