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EXHIBIT 4.34
BILLING TECHNOLOGY LICENSE AGREEMENT
Between
NANJING SHANDA NETWORKING CO., LTD.
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
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BILLING TECHNOLOGY LICENSE AGREEMENT
THIS BILLING TECHNOLOGY
LICENSE AGREEMENT (this "Agreement") is entered into on
December 28, 2004, in
Shanghai, by and between Nanjing Shanda Networking Co.,
Ltd. ("Nanjing Shanda"), a
domestic company organized and existing under the
laws of the People's Republic
of China (the "PRC"), and Shengqu Information
Technology Co., Ltd.
("Shengqu"), a wholly foreign-owned company organized
and
existing under the laws of
the PRC.
1
DEFINITIONS
Except otherwise specifically
defined in this Agreement or unless the context
requires otherwise, the terms
used in this Agreement shall have the meanings as
set forth below:
1.1 "Term" shall be the duration
of this Agreement stated in Article 2.3
hereof;
1.2 "Billing Technology" shall
mean technology information, know-how, design,
drawing,
process, method, data, program and other information that
have
been
existing on the date of this Agreement or will be developed in
the
future, on
case-by-case basis, as agreed by the Parties. "Billing
Technology" may be in writing or other appropriate forms and will
be
licensed by Shengqu to
Nanjing Shanda under this Agreement. Details of
Billing
Technology are described in Appendix 1 attached hereto.
1.3 "Parties" shall mean both
Nanjing Shanda and Shengqu, and a "Party" means
either one
of them.
1.4 "PRC" shall mean the People's
Republic of China, and, for the purpose of
this
Agreement, excluding Taiwan, Hong Kong and Macau Special
Administrative Regions.
1.5 "Licensed Region" shall mean
Shanghai, Zhejiang, Jiangsu, Anhui, Fujian,
Jiangxi, Shandong, Henan,
Hubei, Hunan, Guangdong, Guangxi and Hainan.
2
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2 GENERAL
TERMS
2.1 Shengqu hereby agrees to
non-exclusively license the Billing Technology to
Nanjing
Shanda and Nanjing Shanda hereby agrees to obtain such
license
from
Shengqu pursuant to the terms and conditions of this
Agreement.
2.2 Unless otherwise agreed by
Shengqu in writing, Nanjing Shanda shall not
acquire
identical or similar technology license from any third
party.
2.3 This Agreement shall be
effective upon the execution hereof by the
authorized
representatives of the Parties and shall remain effective for
a
period of
one (1) year.
2.4 The licensed technology
hereunder is described in Schedule A hereto. The
Parties
may jointly make adjustment to Schedule A after the date of
this
Agreement.
3
LICENSE
3.1 In consideration of the
payment of the license fee by Nanjing Shanda and
the
covenants made by Nanjing Shanda under this Agreement, Shengqu
hereby
grants
Nanjing Shanda a license, to allow Nanjing Shanda to use
the
Billing
Technology in the Licensed Region; the Parties acknowledge
that
the
territory of said license shall be the Licensed Region
only.
3.2 Nanjing Shanda hereby agrees
to use the Billing System in accordance with
the terms
and conditions of this Agreement. It is further
acknowledged
that,
without the written consent of Shengqu, Nanjing Shanda shall
not
sublicense
or transfer the Billing Technology to any third party.
3.3 During the term of this
Agreement, Nanjing Shanda has the right to
indicate,
in advertisements and promotion materials in connection
with
online
games, that the Billing System is licensed by Shengqu to
Nanjing
Shanda.
3.4 The license for the Billing
Technology granted by Shengqu to Nanjing
Shanda
3
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shall not
be construed as a grant of any proprietary right in the
Billing
Technology
to Nanjing Shanda. The proprietary rights to be Billing
Technology
shall remain with Shengqu.
3.5 Nanjing Shanda acknowledges
that Shengqu owns the Billing Technology and
enjoys
theproprietary right to the Billing Technology. Unless
otherwise
expressly
provided herein or with theprior written consent of
Shengqu,
Nanjing
Shanda shall not use or apply for or register any copyright
or
patent
right in connection with the Billing Technology or the
Billing
System,
nor shall Nanjing Shanda do or permit to be done anything
that
might
directly or indirectly prevent Shengqu from registering
the
copyright
to or any patent rights in connection with the Billing
Technology
or the Billing System.
4 DELIVERY OF
TECHNOLOGY
Subsequent to the execution
of this Agreement and upon the requ
