EXHIBIT 4.21
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT (this "Agreement") is entered into on this 22th day of
September, 2005 by and between:
ACTOZ SOFT CO., LTD., a company incorporated and existing under the laws of the
Republic of Korea ("Korea") with its principal place of business at Unsuk X/X
0xx Xxxxx, 000-0, Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx ("Actoz");
SHANGHAI XXXXXX INTERNET DEVELOPMENT CO., LTD., (also known as Shanghai Xxxxxx
Networking Co., Ltd. or [CHINESE CHARACTERS], a company incorporated and
existing under the laws of the People's Republic of China (the "PRC") with its
principal place of business at Xx 0 Xxxxxxxx, Xx 000 Xxxx Xxxx, Xxxxxxxxxx
High-tech Park, Shanghai 201203, PRC ("Xxxxxx");
SHANGHAI PUDONG IMP. & EXP. CO., LTD. (previously known as Shanghai Pudong New
Area Import & Export Corp., [CHINESE CHARACTERS], a company incorporated in the
PRC, whose principal place of business is at 2/2f, Xxxxxxx Xxxxx, Xx.00 Xxxxxxx
Xx., Xxxxxx Xxxxxxxx, 000000, PRC (the "Import Agent").
For the purpose of this Agreement, Actoz and Xxxxxx shall be referred to
individually as a "Party" and collectively as the "Parties".
WHEREAS, Actoz, Xxxxxx and the Import Agent entered into a Software Licensing
Agreement on June 29, 2001 (the "Original Software Licensing Agreement"),
pursuant to which Actoz granted Xxxxxx the sole right to operate the Legend of
Mir II ("Mir II") for a term of two years and Xxxxxx paid Actoz an installation
fee of US$300,000;
WHEREAS, Actoz, Xxxxxx and Wemade Entertainment Co., Ltd. ("Wemade") entered
into a Supplementary Agreement on July 14, 2002 (the "First Amendment
Agreement"), which amended the Original Software Licensing Agreement to add
Wemade as a co-Licensor of Mir II and confirmed that the end date of the Mir II
license was September 28, 2003;
WHEREAS, Actoz, Xxxxxx, the Import Agent and Shengqu Information Technology
(Shanghai) Co., Ltd. ("Shengqu") entered into an amendment agreement (the
"Second Amendment Agreement", together with the Original Software Licensing
Agreement, the "Mir II License") dated August 19, 2003, pursuant to which the
term of the Original Software Licensing Agreement was extended to September 28,
2005, it was agreed that the term shall be further extended to September 28,
2006 if there are no disputes with respect to the Mir II License between Xxxxxx
and Actoz, and Xxxxxx paid an extension fee of US$4 million, US$500,000 of which
was to be donated to the China-Korea Game Industry Promotion Fund;
WHEREAS, the Parties now wish to extend the terms and conditions of the Mir II
License in the manner specified in this Agreement.
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NOW, THEREFORE, in consideration of the mutual covenants and other terms and
conditions contained herein, and other good and valuable consideration the
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. License Extension. The term of the Mir II License shall be extended to
September 28, 2008 (the "End Date"). The End Date shall be automatically
extended to September 28, 2009 at no additional cost to Xxxxxx, if there
are no new disputes with respect to the Mir II License between Actoz and
Xxxxxx from the date of this Agreement until the End Date. The license fee
for the extension of the term for the Mir II License from September 29,
2005 to the End Date shall be US$3 million. Xxxxxx shall wire the license
extension fee to Actoz within thirty (30) Business Days after receipt of
the Actoz invoice therefore, provided that such invoice may not be issued
prior to the date of September 28, 2005. "Business Day" shall mean any day
of the week other than a Saturday or Sunday upon which banks in both the
PRC and Korea are open for business.
2. Other Terms In Effect. Except as amended by this Agreement, all provisions
of the Mir II License shall remain in full force and effect.
3. Language. The English language version of this Agreement shall control in
all respects and for purposes of any and all disputes.
4. Disputes, Governing Law. This Agreement shall be governed and construed by
in accordance with the laws of Singapore. All disputes arising under this
Agreement shall be submitted to final and binding arbitration. The
arbitration shall be held in Singapore in accordance with the Rules of
Arbitration of the International Chamber of Commerce.
5. Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Parties, it being understood that
all Parties need not sign the same counterpart. Signatures may be evidenced
by facsimile.
6. Headings. Captions and section headings used herein are for convenience
only, are not part of this Agreement and shall not be used when construing
the meaning of this Agreement.
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IN WITNESS WHEREOF this Agreement has been entered into on the date above first
mentioned.
ACTOZ SOFT CO., LTD
By:
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Name: Xxxxx X.X. Seo
Title: Chief Executive Officer
SHANGHAI XXXXXX INTERNET DEVELOPMENT
CO., LTD.
By:
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Name: Tianqiao Chen
Title: Chairman of the Board of
Directors
SHANGHAI PUDONG IMP. & EXP. CO., LTD.
By:
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Name: Xxxxxxx Xxxx
Title: Chairman of the Board of Director
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