EXTENSION AGREEMENT
Exhibit 10.21
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.
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF this Agreement has been entered into on the date above first mentioned.
| ACTOZ SOFT CO., LTD |
||||
| By: | /s/ Xxxxx X.X. Seo | |||
| Name: | Xxxxx S.K. Seo | |||
| Title: | Chief Executive Officer | |||
| SHANGHAI XXXXXX INTERNET DEVELOPMENT CO., LTD. |
||||
| By: | /s/ Tianqiao Chen | |||
| Name: | Tianqiao Chen | |||
| Title: | Chairman of the Board of Directors | |||
| SHANGHAI PUDONG IMP. & EXP. CO., LTD. |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Chairman of the Board of Director | |||
3
