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EXHIBIT 4.27
ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT
LEGEND OF MIR II
DECEMBER 28, 2004
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
SHANGHAI SHANDA NETWORKING CO., LTD.
NANJING SHANDA NETWORKING CO., LTD.
HANGZHOU BIANFENG NETWORKING CO., LTD.
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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, Shanda Networking,
Shanghai Pudong New Area Imp&Exp, Corp. and Actoz
Soft Co., Ltd. ("Actoz") had
entered into a software licensing agreement on June
29, 2001 and three parties
had signed
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the supplementary agreement
on July 14, 2002 and amendment agreement on August
19, 2003 (the "Original
Agreement"). Shanda Networking has the right to operate
the Game in this Original
Agreement.
WHEREAS, Shanda Networking
desires to transfer the license to Shengqu, and
Shengqu sublicense the Game
to Shanda Networking, Nanjing Shanda and Bianfeng in
specific regions.
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.
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 Mir II licensed by Actoz to
Shanda
Networking.
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, 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
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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 province, Zhejiang province, Anhui
province,
Fujian
province, Jiangxi province and Shandong province; North-east
China
include
Liangning province, Jilin province and Heilongjiang
province;
North
China include Beijing, Tianjin, Hebei province, Shanxi province
and
Inner
Mongolia autonomous region; North-west China include Sha
