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EXHIBIT 4.12
COPYRIGHT LICENSE AGREEMENT (EXTENDED FOR YEAR 2004)
This Copyright License
Agreement (Extended for Year 2004) (the "Agreement") is
signed by and
between:
Party A: Shanghai Yide
Network Co., Ltd., a company established in China with
legal address at Suite 701,
No. 1 Building, Lane 186, Dagu Road, Shanghai, PRC;
and
Party B: Shanghai Weilan
Computer Co., Ltd., a company established in China with
legal address at 5th Floor,
No. 689, Beijing East Road, Shanghai, PRC;
on September 1, 2004 at the
above address of Party A, based on the Copyright
License and Cooperative
Marketing Agreement ("Original Agreement").
Whereas Party A has obtained
the exclusive right ("License Acquired by Party A")
to produce digital images and
short messages for cell phones based on the images
and literal content in Volume
16-36 and subsequent volumes of the Japanese
version of the cartoon series
Crayon Shinchan (author: Yoshito Usui) that have
been or to be distributed by
Japanese FUTABASHA Co., Ltd.("Works") and to
provide related sales service
to subscribers of China Mobile Communications
Corporation through telecom
and mobile networks in the Territory, under the
authorization of Japanese
MULAN Film & TV Culture Development Co., Ltd.,
(Party
A states that this license
was duly authorized by Japanese MULAN Film & TV
Culture Development Co.,
Ltd);
Whereas Party A and Party B
agrees that, Party B may, by way of paying copyright
royalty to Party A, enjoy the
exclusive right to produce digital images and
short messages for cell
phones based on the images and literal content in the
Works and to provide related
sales service to subscribers of China Mobile
Communications Corporation
through telecom and mobile networks in the Territory,
within the scope of the
License Acquired by Party A;
Therefore, the two parties
agree to be bound by the agreement as follows after
friendly
consultation:
ARTICLE 1 SCOPE OF THE
LICENSE
Party A licenses Party B to
exercise the copyright to the Works within the
following territory, scope
and term. The License Scope has been clearly defined
and specified, such that
other rights beyond such scope shall not be deemed
licensed. Unless otherwise
specified, terms such as Works, Territory, License
Term and License Scope shall
have the meanings as follows:
1. Works: Volume 16-36 of the
Japanese version of the cartoon series Crayon
Shinchan (author: Yoshito
Usui) distributed by Japanese FUTABASHA Co.,
Ltd.("FUTABASHA")
;
2. Territory: the People's
Republic of China (excluding Hong Kong, Macau and
Taiwan);
3. License Term: August 1,
2004 until August 31, 2005. If either party would not
like to extend such term, it
shall notify the other in writing at least 30 days
prior to expiration of
the
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term; if neither party makes
such notice to the other within such time limit, it
should be deemed that the two
parties agree to extend the term for another one
year.
4. License Scope: Party A
licenses Party B the exclusive right to produce
digital images and short
messages for cell phones based on the images and
literal content in the Works
and to provide related wireless sales service
("Wireless Service") to
subscribers of China Mobile Communications Corporation
("Mobile Operator") through
telecom and mobile networks in the Territory. Party
B can not sub-license its
rights acquired under such license.
5. the Agreement: includes
main body of the agreement, documents expressly
identified as annexes hereto
and other written documents supplemented or added
in the future and approved by
the two parties as the annexes hereto.
ARTICLE 2 REPRESENTATIONS AND
WARRANTIES
2.1 Party B hereby represents
and warrants that:
a)
Party B is
a company duly registered and validly existing under the
laws of PRC, possessing independent status as a legal person; is
a
Chinese qualified telecom and network operator; possesses
certain
volume of property; is in good standing; and is capable
of
performing
this Agreement and assuming liabilities hereunder;
b)
Party B
has gone through all legal and internal procedures
necessary
for executing and performing this Agreement;
c)
Party B
has acquired the permits from the government that are
necessary for executing and performing this Agreement;
d)
Conclusion, implementation and performance of this Agreement and
all
payments made in line with the payment day specified herein are
all
in compliance with laws of PRC;
e)
Party B
agrees to make a copy of this Agreement to Japanese
MULAN
Film & TV Culture Development Co., Ltd for its
reference;
f)
Party B
will use its best efforts to assist Party A in actions
taken
pursuant to Article 9 herein that are aimed at the protection
of
Party A's rights hereunder;
g)
Party B
warrants that without Party A's prior written consent,
it
will not use images and literal content in the Works beyond
the
License Scope; and
h)
Party B
warrants that it will submit written reports which are
true
and accurate and pay royalties to Party A, in accordance with
the
Agreement.
2.2 Party A hereby represents
and warrants that:
a)
Party A is
a company duly registered and validly existing under the
laws of PRC, possessing independent status as a legal
person;
possesses certain volume of property; is in good standing; and
is
capable of performing this Agreement and assuming
liabilities
hereunder;
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b)
Party A
has gone through all legal and internal procedures
necessary
for executing and performing this Agreement;
c)
Party A
has acquired the permits from the government that are
necessary for executing and performing this Agreement;
d)
Party A
warrants that, within the License Term, Territory and
License Scope, it will lawfully, constantly and completely own
the
exclusive right to use the Works that has been licensed to Party
B,
e)
Party A
has never licensed the right to use the Works within the
Territory and License Scope, to any person other than Party B
prior
to executing this Agreement;
f)
Party A
warrants that, all materials and articles related to the
Works that will be provided by Party A to Party B upon a
written
handover document signed by the two parties will be
legally
obtained; otherwise Party A will be liable for all
consequences;
g)
Party A
agrees that, for the purpose of marketing the Wireless
Service based on the Works, Party B may use images and
literal
content in the Works in a way permitted herein and within
the
License Scope;
h)
Party A
warrants that within the scope of this Agreement, Party
B
shall be the sole partner of Party A for carrying out the
Wireless
Service.
i)
In the
event that Party A acquires other licenses as to the
images
in the Works beyond the scope of the License in the
future
(hereinafter "New License"), Party A warrants that it will
also
sublicense such New License to Party B if conditions offered
by
Party B are comparable to those offered by other competitors,
as
long as Party B has fully abided by the representations
and
warranties made in Article 2.1 above.
ARTICLE 3 OBJECTS, MEANS,
CONTENT AND PRICING OF WIRELESS SERVICE
Objects of Wireless Service:
subscribers to cell phone services of China Mobile
Communications Corporation
(special service No. of Linktone SMS: 2000).
Means of Wireless Service:
digital images and short messages as to Crayon
Shinchan for cell phones
acquired through: ordinary SMS subscription, STK card
SMS subscription,
subscription through websites, WAP, MMS and wireless
download
based on Java technologies.
Means of charge for Wireless Service include charge
based on number of messages;
charge on a monthly-package basis and charge based
on flows, etc, which should
have been recognized by the Mobile Operator.
Content of Wireless Service:
black-and-white pictures, colored pictures, short
message games and multimedia
colorful messages. Form of these messages may be
pure picture, plain text or
combination of text and picture, which can be in
black-and-white, a single
color or multiple colors.
Pricing of Wireless Service:
minimum price for monthly package of pictures: RMB
5 yuan; minimum price for
monthly package of short messages: RMB 3 yuan. Final
Prices will vary based on
specific services provided, and shall be reported to
the Mobile Operator for
approval. The prices approved by the Mobile Operator
shall be the basis for the
final prices and financial settlement between the two
parties. Such final prices
shall be the Final Prices
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referred to herein and be an
annex hereto. Party B shall notify the Final Prices
to Party A in writing prior
to offering Wireless Service to subscribers on a
for-profit basis. Subscribers
of the Mobile Operator will accept the Wireless
Service provided by Party B
by the means described herein, and shall pay for
such services to the Mobile
Operator at the Final Prices.
The parties hereby agree that
the Wireless Service may be provided by the means
described above on a
non-profit basis for the purpose of marketing.
ARTICLE 4 COPYRIGHT ROYALTIES
AND SETTLEMENT THEREOF
4.1 Parties agree that the
last day of each month shall be the base day for
settling the copyright
royalty, a period of settlement shall commence from
first
day of each month and end on
last day of the month.
4.2 Parties agree that, Party
B shall pay to Party A 40% of Final Prices as set
forth in Article 3 for all
Wireless Service each month as the copyright royalty,
provided such royalty for
each period of settlement shall at no time be lower
than RMB 50,000
yuan.
4.3 Party B shall provide
Party A with monthly written repor
