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EXHIBIT 4.31
ONLINE GAME SOFTWARE
DISTRIBUTION AND LICENSE AGREEMENT
FORTRESS
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
and Game Venture Inc. ("Game Venture") had entered
into a software
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licensing agreement on July
28, 2002 (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 Fortress licensed by Game
Venture 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
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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 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
Shanxi
province, Gansu province, Qinghai
province, Ningxia autonomous r
