EXHIBIT 4.15 FINDER'S FEE AGREEMENT FOR LICENSING

 

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                                                                    EXHIBIT 4.15

 

                      FINDER'S FEE AGREEMENT FOR LICENSING

 

This Finder's Fee Agreement for Licensing (the "AGREEMENT") is entered into and

effective this 26 day of August, 2004 (the "EXECUTION DATE"), by and between:

 

Shanghai Linktone Consulting Co., Ltd., a corporation organized and existing

under the laws of People's Republic of China ("PRC") and having its principal

place of business at 5F, Eastern Tower, 689 Beijing East Road, Shanghai 200001,

PRC ("LINKTONE"); and

 

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 ("MC").

 

                                    RECITALS

 

WHEREAS, Linktone is a provider of wireless value-added services to mobile

telephone users (collectively, "MOBILE USERS") in the PRC and desires to

distribute certain content including, without limitation, comics, cartoon

characters and graphics (collectively, the "CONTENT") for Mobile Users; and

 

WHEREAS, MC is willing to introduce to Linktone Japanese companies which own

Content ("CONTENT HOLDERS") on behalf of and at the risk of Linktone, subject to

the terms and conditions set forth below.

 

                                    AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants set forth herein the

parties agree as follows:

 

      1. APPOINTMENT

 

      1.1 Subject to the terms and conditions of this Agreement, Linktone hereby

appoints MC as its Preferred Representative in Japan to facilitate the

procurement of Content by Linktone or its affiliates which is suitable for

wireless value-added services to Mobile Users from Content Holders, with the

intention of enabling Linktone or its affiliates to execute agreements with

Content Holders which grant Linktone or its affiliates the right and license to

use, sublicense, distribute and publicly display Content ("LICENSE AGREEMENTS"),

and MC hereby accepts such appointment. As used in this Agreement, the term

"PREFERRED REPRESENTATIVE" shall mean an agent that has the right to provide

Linktone with the Services (as defined in Article 1.2) in Japan.

 

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      1.2 MC agrees that, during the term of this Agreement and subject to the

terms and conditions set forth herein, it will use commercially reasonable

efforts to provide the following services (collectively, the "SERVICES"):

 

      (a) Research and study the Japanese market in connection with Content;

Prepare periodic (delivered to Linktone at least once per calendar quarter)

written reports specifying the company name of Content Holders with which MC

makes contact, it being agreed that MC shall obtain Linktone's prior consent

before contacting any Content Holder (each, a "REPORT"); and

 

      (b) Negotiate with Content Holders the terms and conditions of License

Agreements for and on behalf of Linktone or its affiliate, in each case in

accordance with prior instructions by Linktone or its affiliates from time to

time.

 

      1.3 MC shall not provide the Services to any other provider of wireless

value-added services to Mobile Users or carriers in the PRC except for Linktone

during the term of this Agreement; provided, however, that if within one month

of delivering any Report to Linktone, Linktone states in writing (including

e-mail) that it is not interested in distributing Content from any Content

Holder listed in the Report, MC may thereafter provide Services to any other

provider of wireless value-added services to Mobile Users or carriers with

respect to such Content Holder.

 

      2. COMMISSION