<PAGE>
EXHIBIT 4.22
ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT
THE AGE
DECEMBER 28, 2004
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
SHANGHAI SHANDA NETWORKING CO., LTD.
NANJING SHANDA NETWORKING CO., LTD.
HANGZHOU BIANFENG NETWORKING CO., LTD.
1
<PAGE>
ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT
THIS ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement")
is entered into as of
December 28, 2004 ("Effective Date") by and among:
(1) SHENGQU INFORMATION
TECHNOLOGY (SHANGHAI) CO., LTD., a corporation
organized
and existing under the laws of the People's Republic of
China
(the
"PRC") and having its registered address at Room 638-7, Building
2,
No. 351
Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai, the
PRC
("Shengqu"
or "Licensor");
(2) SHANGHAI SHANDA NETWORKING
CO., LTD., a corporation organized and existing
under the
laws of the PRC and having its registered address at Room
402-B,
No. 727
Zhangjjiang Road, Pudong New Area, Shanghai, the PRC
("Shanda
Networking");
(3) NANJING SHANDA NETWORKING
CO., LTD., a corporation organized and existing
under the
laws of the PRC and having its registered address at Room
801,
18 F
International Garden Apartment, High-technology Area, Nanjing,
the
PRC
("Nanjing Shanda "); and
(4) HANGZHOU BIANFENG NETWORKING
CO., LTD., a corporation organized and
existing
under the laws of the PRC and having its registered address
at
Floor 18,
160 Tianmushan Road, Hangzhou, Zhejiang, the PRC
("Bianfeng").
For the purpose of this
Agreement, Shanda Networking, Nanjing Shanda and
Bianfeng shall be referred to
collectively as the "Licensees".
RECITALS
WHEREAS, Shengqu engages in
the business of developing, distributing and selling
computer games, including
online games played by multiple users;
WHEREAS, the Licensees engage
in the business of the operating, publishing and
selling online
games;
WHEREAS, Shengqu and Shanda
Networking had entered into a online game software
distribution and license
agreement on May 1, 2004 and Shengqu granted the Shanda
Networking from May 1, 2004
to April
2
<PAGE>
30, 2005 (i) a license to
distribute and sell an online game known as the Game
(as defined in clause 1.4) in
specific districts (the "Territory", as defined in
clause 1.6) and (ii) a right
to manage and operate servers for the Game, to
provide technical support to
users of the Game, to bill users, and to provide
marketing services, each in
the Territory (the "Services"); and
WHEREAS, Shanda Networking
desires to sublicense and distribute the Game to
Nanjing Shanda and Bianfeng
from January 1, 2005 to April 30, 2005. Shengqu
agrees to the sublicense and
distribution and Nanjing Shanda and Bianfeng
desires to gain the
sublicense and distribution.
WHEREAS, Shengqu desires to
license and distribute the Game to Shanda
Networking, Nanjing Shanda
and Bianfeng in specific regions from May 1, 2005 to
December 31, 2005.
NOW, THEREFORE, in
consideration of the premises and the mutual
consideration
received and to be received
pursuant to this Agreement, the parties agree as
following. This Agreement
will replace the online game software distribution and
license agreement between
Shanda Networking and Shengqu dated on May 1, 2004.
1.
DEFINITIONS.
In this Agreement, unless the
context otherwise requires, the following
expressions shall have the
meanings set forth below:
1.1 "Business Day" shall mean
any day other than a Saturday, a Sunday or a
legal
holiday in the PRC.
1.2 "Client Software" shall mean
software sold, provided or distributed to the
users and
therefore, to be loaded onto the user's personal
computer.
1.3 "Server Software" shall mean
system software and a proprietary database
(including
the content and records located in such database) located
on
servers
connected to the Internet.
1.4 "Game" shall mean an online
game known as The Age.
1.5 "Intellectual Property"
shall mean any and all (by whatever name or term
known or
designated) tangible and intangible and now known or
hereafter
existing
(a) rights associated with works of authorship throughout
the
universe,
including, but not limited to, copyrights (including
without
limitation, the sole and exclusive right to prepare "derivative
works of
the
copyrighted work and to copy, manufacture,
3
<PAGE>
reproduce,
distribute copies of, modify, perform and display the
copyrighted work and all derivative works thereof), moral
rights
(including
without limitation any right to identification of
authorship
and any
limitation on subsequent modification) and mask-works; (b)
rights
in and
relating to the protection of trademarks, service marks,
trade
names,
goodwill, rights of publicity, merchandising rights,
advertising
rights and
similar rights; (c) rights in and relating to the protection
of
trade
secrets and confidential information; (d) patents,
designs,
algorithms
and other industrial property rights and rights
associated
therewith; (e)
other intellectual and industrial property and
proprietary
rights (of
every kind and nature throughout the universe and
however
designated) relating to intangible property that are analogous to
any of
the
foregoing rights (including without limitation logos, rental
rights
and rights
to remuneration), whether arising by operation of law,
contract,
license or otherwise; (f) registrations, applications,
renewals,
extensions, continuations, divisions or reissues thereof now or
hereafter
in force
throughout the universe (including without limitation rights
in
any of the
foregoing); and (g) rights in and relating to the sole
and
exclusive
possession, ownership and use of any of the foregoing
throughout
the
universe, including without limitation, the right to license
and
sublicense, assign, pledge, mortgage, sell, transfer, convey,
grant, gift
over,
divide, partition and use (or not use) in any way any of
the
foregoing
now or hereafter (including without limitation any claims
and
causes of
action of any kind with respect to, and any other rights
relating
to the enforcement of, any of the foregoing).
1.6 "Territory" shall include
East China, North-east China, North China,
North-west
China, South-west China, and Central-south China. East
China
include
Shanghai, Jiangsu pro
