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EXHIBIT 4.35
BILLING TECHNOLOGY LICENSE AGREEMENT
Between
HANGZHOU BIANFENG NETWORKING TECHNOLOGY 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
this 28th day of December,
2004, in Shanghai, by and between Hangzhou Bianfeng
Networking Technology Co.,
Ltd. ("Bianfeng"), 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 Bianfeng under this Agreement. Details of
Billing
Technology
are described in Appendix 1 attached hereto.
1.3 "Parties" shall mean both
Bianfeng 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
Heilongjiang, Jilin, Liaoning.
2 GENERAL
TERMS
2.1 Shengqu hereby agrees to
non-exclusively license the Billing Technology to
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Bianfeng
and Bianfeng 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, Bianfeng 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 Bianfeng and the
covenants
made by Bianfeng under this Agreement, Shengqu hereby
grants
Bianfeng a
license, to allow Bianfeng 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 Bianfeng 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, Bianfeng shall not sublicense
or
transfer
the Billing Technology to any third party.
3.3 During the term of this
Agreement, Bianfeng has the right to indicate, in
advertisements and promotion materials in connection with online
games,
that the
Billing System is licensed by Shengqu to Bianfeng.
3.4 The license for the Billing
Technology granted by Shengqu to Bianfeng
shall not
be construed as a grant of any proprietary right in the
Billing
Technology
to Bianfeng. The proprietary right or property rights to
the
Billing
Technology shall remain with Shengqu.
3.5 Bianfeng acknowledges that
Shengqu owns the Billing Technology and enjoys
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the
proprietary right to the Billing Technology. Unless
otherwise
expressly
provided herein or with prior written consent of
Shengqu,
Bianfeng
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
Bianfeng do or permit to be done anything that might directly
or
indirectly
prevent Shengqu from registering the copyright to or any
patents
right in connection with the Billing Technology or the
Billing
System.
4 DELIVERY OF
TECHNOLOGY
Subsequent to the execution
of this Agreement and upon the request of Bianfeng,
Shengqu shall deliver
the
