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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
2.1 In the
event that Linktone or its affiliate enters into and
executes
any License Agreement with a
Content Holder which is specified in a Report, MC
shall be entitled to a
commission equal to five percent (5%) of the Net Revenue
derived from each such
License Agreement (the "COMMISSION") from the effective
date of each such License
Agreement until the earlier of (i) the two year
anniversary of the launch of
commercial services by Linktone or its affiliate
pursuant to such License
Agreement, and (ii) the termination of all payment
obligations under such
License Agreement. Linktone's obligation to make
Commission payments under
this Article 2 shall survive termination of this
Agreement. As used in this
Agreement, the term "NET REVENUE" shall mean the
amount that shall be
calculated as follows:
Net
Revenue = the
gross revenue arising ou
