EXTENSION AGREEMENT II
Exhibit 4.29
This Extension Agreement II
(this “Agreement”)
is entered into on this 26th day of November , 2008 (the “Effective Date”) by and
among:
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”);
SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) 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 (“Shengqu”);
and
SHANGHAI PUDONG IMP. & EXP. CO.,
LTD. (previously known as Shanghai Pudong New Area Import & Export
Corp., 上海浦东进出口有限公司), 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, Shanghai
Xxxxxx Internet Development Co., Ltd. (“Xxxxxx”)
and the Import Agent entered into a Software Licensing Agreement dated 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”) in China on an exclusive basis (the “Mir II
License”) for a term (the
“License
Term”) of two years;
WHEREAS, Actoz, Xxxxxx and
Wemade Entertainment Co., Ltd. (“Wemade”)
entered into a Supplementary Agreement dated July 14, 2002 (the “First
Amendment Agreement”), which amended the Original Software Licensing
Agreement to add Wemade as a co-Licensor (as defined therein) of Mir II and to
confirm that the License Term would expire on September 28, 2003;
WHEREAS, Actoz, Xxxxxx, the Import Agent and Shengqu entered
into an amendment agreement dated August 19, 2003 (the “Second
Amendment
Agreement”), pursuant to which the parties thereto agreed that the License Term would be extended until
September 28, 2005, and would be further extended to September 28,
2006 if
there were no disputes between Xxxxxx and Actoz with respect to the Mir II License;
WHEREAS, Actoz, Xxxxxx and the Import Agent entered into an
extension agreement dated September 22, 2005 (the “Third
Amendment
Agreement”) pursuant to which the License Term was extended until September 28, 2009;
WHEREAS, Actoz, Xxxxxx and Shengqu entered into an
assignment agreement dated July 1, 2008 (the “Fourth Amendment
Agreement”), pursuant to which Xxxxxx irrevocably
assigned all of its rights
and obligations
with respect to the Mir II License to
Shengqu.
WHEREAS, the Parties now wish to amend the terms and conditions of the
Mir II License in the manner specified in this
Agreement.
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:
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1.
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License
Extension. The License Term is hereby extended from September 28,
2009 until September 28, 2015 (the “End
Date”). The End Date shall be automatically extended
to September 28, 2017, 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. In
consideration for the rights granted pursuant to the foregoing, Shengqu
shall pay to Actoz, an amount of [***]. Shengqu shall wire such
amount to Actoz within thirty (30) Business Days after receipt of the
Actoz invoice therefore.
“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.
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2.
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Other Terms In
Effect. Except as amended by this Agreement, all terms and
conditions relating to the Mir II License as set forth
in the Original Software Licensing Agreement, as amended by the First
Amendment Agreement, the Second Amendment Agreement, the Third Amendment
Agreement, and the Fourth Amendment Agreement, shall remain in full force
and effect.
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3.
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Language. The
English language version of this Agreement shall control in all respects
and for purposes of any and all
disputes.
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4.
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Disputes, Governing
Law. This Agreement shall be governed and construed by in
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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.
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5.
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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.
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6.
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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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[Remainder of page intentionally
left blank]
IN WITNESS
WHEREOF this Agreement has
been entered into on the date above first mentioned.
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ACTOZ SOFT CO.,
LTD
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By:
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Name:
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Title:
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SHENGQU
INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD
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Title:
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SHANGHAI PUDONG IMP. & EXP.
CO., LTD.
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Title:
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