ASSIGNMENT AGREEMENT
Exhibit 10.22
This Assignment Agreement (the “Agreement”) is made and entered into this
1st day of July, 2008 (the “Effective Date”) by and among:
Actoz Soft Co., Ltd., a corporation incorporated and existing under the laws of the
Republic of Korea (“Korea”) with its principle place of business at Unsuk X/X
0xx Xxxxx, 000-0, Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (“Actoz”); and
Shanghai Xxxxxx Internet Development Co., Ltd., a corporation duly organized and validly
existing under the laws of the People’s Republic of China (the “PRC”) and having
its principal place of business at Xx.0 Xxxxxx Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx Xxx
Xxxx, Xxxxxxxx 000000, the PRC (“Xxxxxx”); and
Shengqu Information Technology (Shanghai) Co., Ltd., a corporation duly organized and
validly existing under the laws of the People’s Republic of China and having its principal
place of business at Xx. 000 Xxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx 000000, the PRC
(“Shengqu”).
Actoz, Xxxxxx and Shengqu shall be referred to individually as a “Party” and collective as the
“Parties”.
RECITALS
WHEREAS, Actoz and Xxxxxx entered into a Software License Agreement dated the 29th
of June, 2001 (the “License Agreement”) pursuant to which Actoz granted Xxxxxx the sole
right to operate the Legend of Mir II (“Mir II”) ;
WHEREAS, Actoz, Xxxxxx and Wemade Entertainment Co., Ltd. (“Wemade”) entered into a
Supplementary Agreement dated the 14th of July, 2002 (the “First Amendment Agreement”)
pursuant to which amended the License Agreement to add Wemade as a co-Licensor of the Mir II and
confirmed that the end date of the Mir II license was September 28, 2003;
WHEREAS, Actoz, Xxxxxx and Shengqu Information Technology (Shanghai) Co., Ltd. (“Shengqu”)
entered into an amendment agreement (the “Second Amendment Agreement”, together with the License
Agreement, the “Mir II License”) dated the 19th of August, 2003 pursuant to which the
term of the License Agreement was extended to the 28th of September, 2005, it was agreed
that the term shall be further extended to the 28th of September, 2006 if there are no
disputes with respect to the Mir II License between Xxxxxx and Actoz, and Xxxxxx paid an extension
fee of
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US$4 million, US$500,000 of which was to be donated to the China-Korea Game Industry Promotion
Fund;
WHEREAS, Actoz and Xxxxxx entered into an extension agreement (the “Third Amendment
Agreement”) dated the 22nd of September, 2005 pursuant to which the term of the License
Agreement was extended to the 28th of September, 2009;
WHEREAS, Xxxxxx intends to assign the License Agreement to Shengqu;
WHEREAS, the Parties wish to amend the terms and conditions of the License Agreement as set
forth below (capitalized terms used but not defined herein shall have the meanings ascribed thereto
in the License Agreement):
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for
other good and valuable consideration, the Parties hereto agree as follows:
| 1. | Xxxxxx hereby irrevocably assigns the License Agreement in all respects to Shengqu, and Shengqu hereby accepts the assignment thereof in all respects and Actoz hereby consents to this assignment and, as assigned, the License Agreement is hereby amended so that wherever the name Xxxxxx is used herein they shall mean Shengqu. |
| 2. | Any and all payments made by the Xxxxxx or Shengqu to Actoz shall be deemed to have been made to Actoz and shall discharge Xxxxxx or Shengqu from any further liability with regard to said payment. Any liability of either Xxxxxx or Shengqu to Actoz shall be deemed to the liability of either or both. It is further agreed that all terms and conditions of this Agreement, as amended, shall remain in full force and effect. |
| 3. | Shengqu shall have the right to sublicense Mir II to Shanghai Xxxxxx Networking Co., Ltd., Shanghai Shulong Technology Co., Ltd., Shanghai Shulong Computer Technology Co. Ltd., Nanjing Shulong Computer Technology Co., Ltd. and/or any other affiliate of Shengqu subject to prior written notice to Actoz. |
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IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized
representatives on the date first set forth above.
| ACTOZ SOFT CO., LTD. | ||||
By: |
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Name:
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Title: |
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| SHANGHAI XXXXXX INTERNET DEVELOPMENT CO., LTD. | ||||
By: |
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Name:
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Title: |
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| SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. | ||||
By: |
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Name:
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Title: |
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