<PAGE>
EXHIBIT 4.16
COOPERATION AGREEMENT
This Agreement (the
"Agreement") is made and entered into by and between
Mitsubishi Corporation, a
corporation organized and existing under the laws of
Japan and having its
principal place of business at 6-3, Marunouchi 2-chome,
Chiyoda-ku, Tokyo, Japan,
(hereinafter "LICENSOR")
and
Huitong Information
Technology Ltd., a wholly-owned Linktone Ltd. company
established under the laws of
the People's Republic of China (the "PRC" or
"China"), having its
principal place of business at 6/F Eastern Tower, 689
Beijing East Road, Shanghai,
200001 PR China (hereinafter "LICENSEE")
as of the Effective Date (as
defined below).
WHEREAS Licensee provides
Mobile Entertainment Content in the PRC, excluding
Hong Kong SAR, Macau SAR and
Taiwan (hereinafter the "TERRITORY") to End-Users
as defined below;
WHEREAS the Parties agree
that Licensee shall, through its Distributors
distribute and make available
to End-Users in the Territory the Mobile
Entertainment Services
provided by Licensor.
NOW THEREFORE, the Parties
hereby agree as follows:
<PAGE>
1. DEFINITIONS
"Content"
Digital items made available by Licensor to the
Licensee for further distribution to End-Users, as
defined pursuant to the Service Description and
Schedule (Schedule 1) and the Service Revenue
Schedule (Schedule 2).
"Distributor"
For purpose of this agreement Distributor shall
mean the following distribution channels: China
Mobile and China Unicom
"Effective Date"
January 1, 2005
"End-User"
The person who uses the Content on his/her mobile
handset; usually a subscriber of the mobile
communications network
"Gross Revenue"
All gross revenues generated from the download of
the content by end-users during the term of this
Agreement;
"Item"
A specific piece of Content to be made available
to an End-User
"Net Revenue"
The Gross Revenue less any mobile operator's share
of the Gross Revenue, bad debt, business and
withholding taxes applicable thereto under PRC
laws and regulations. If payment is remitted to a
local, China-based company, then payment will be
remitted without deducting withholding tax,
However, if revenues are remitted outside of
China, then withholding tax is applicable.
"Licensee's Systems"
The technical systems owned and operated by the
Licensee.
"Service(s)"
The service(s) selected by Licensee pursuant to
and as described in Schedule I
"Territory"
The PRC China excluding Hong Kong SAR, Macau SAR
and Taiwan.
2. LICENSOR'S
OBLIGATIONS
2.1 Licensor shall provide
Mobile Entertainment Services as selected by the
Licensee
pursuant to and as described in the Schedule I.
<PAGE>
2.2 Licensor grants to the
Licensee a non-exclusive license for the duration
of this
Agreement to utilize certain of its content by making such
content
available
to End-Users in the Territory. The Content to be licensed
by
Licensor
is the Content as set out in Schedule I. Licensor will inform
the
Licensee
in written form about the duration of which each individual
Item
can be
provided.
3. CHARGES;
INVOICING
3.1 The Licensee will pay to
Licensor a share of Net Revenue to be paid by the
End-Users
for using the Content as set out in Schedule II
("Revenue
Share").
The Gross Revenue wilL be based on the kind and the number
of
Items made
available by Licensee to End-Users.
3.2 The prices to be charged by
Licensee to the End-Users in respect of any
Item will
be agreed upon between the parties.
3.3 Licensee will provide
Licensor with a monthly report identifying the
number of
Items made available to End-Users within 30 days after the
end
of the
relevant calendar month.
Monthly report of the items shall
include such details as the number of
downloads
per each individual graphics and each line item needed
to
calculate
the Net Revenue.
3.4 Licensee shall have the sole
responsibility to bill the End-Users, i.e.
the
Licensee's Subscribers and collect Net Revenues
3.5 Upon receiving the Monthly
Report, Licensor will issue a respective
invoice to
the Licensee.
3.6 Licensee shall pay to
Licensor the Revenue Share on a quarterly basis
(January-March, April-June, July-September, October-December),
within 30
days after
Licensee receives payment for the final month of the
preceding
quarter
from the mobile Operators. If the total Revenue Share due
to
Licensor
from one quarter does not exceed US$100, then payment will
be
made when
the cumulative Revenue Share due totals US$100. Payment shall
be
made by
wire transfer to Licensor's bank account.
3.7 In case of a default for any
amount, and save any further rights of
Licensor to
claim damages, Licensee shall pay to Licensor an interest
rate
of LIBOR +
0.5% per annum on the outstanding amount.
3.8 Licensor should pay 5%
business tax and 10% withholding tax levied by any
governmental authority in the course of remitting Licensor's
Revenue Share
from
Licensee.
4. LICENSEE'S
OBLIGATIONS
4.1 The Licensee shall obtain
the Content from the Licensor and shall
distribute
the Content over the Distributor's channels. All content
distributed through the Distributor's channels must first be
approved by
the
Licensor. The Licensee shall provide the content to be
<PAGE>
approved
by the Licensor either by e-mail or FTP. All data related to
the
Item
provided to the end-user shall be kept in storage for three
years
from the
date of Item provided to the end-user.
4.2 The Licensee shall market
the Services provided by Licensor and use its
reasonable
endeavors to try to obtain such Content a favorable
positioning
within the
relevant category of offerings to End-Users.
Medias
used to market the service shall include but not limited
to
Televisions, Magazines, Newspapers, Events, Internet medias. Cost
needed
to market
the service shall be borne by Licensee. All materials used
for
marketing
purpose must first be approved by the Licensor.
4.3 The Licensee shall comply
with all applicable legal obligations when
advertising and/or making available the Content to End-Users.
In
particular, the Licensee is responsible that no Content is made
available
to
End-Users that is objectionable in the Territory, including but
not
limited,
for reasons of minor protection, for ethical, religious
or
political
reasons or which might otherwise constitute a criminal
offence
in the
Territory. The Licensee shall comply with any laws and
regulations
protection
personal data and the privacy of the End-User.
4.4 The Licensee represents and
warrants that Licensee will comply with any
rules,
regulations, policies, and guidelines issued by any mobile
network
operator,
industry association, any self-regulation entity and the
like,
in the
Territory concerning the distribution of Content, including,
but
not
limited to the making available, advertising, marketing,
offering,
price
communication, use of personal data, privacy in respect of
the
Content.
In particular, the Licensee undertakes to comply with
any
requests
of mobile network operators in the Territory at any time if
the
Content
may be made available to End-Users which are subscribers of
such
mobile
network operator.
4.5 Licensee will inform
Licensor without any delay of any challenge by a
third
party of the rightfulness of the Content, the related
advertisement
or its
making available to End-Users.
4.6
