ASSIGNMENT AGREEMENT
Exhibit
4.30
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
[***];
[***] 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.
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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.
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2.
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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.
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3.
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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: |
SHANGHAI XXXXXX INTERNET
DEVELOPMENT CO., LTD.
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By: |
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Name:
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Title: |
SHENGQU INFORMATION TECHNOLOGY
(SHANGHAI) CO.,
LTD.
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By: |
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Name:
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Title: |