COPYRIGHT LICENSE AGREEMENT (EXTENDED FOR YEAR 2004)

 

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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 sub