**Exhibit 10.163****REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”) is made and entered into as of January2, 2008, by and among Focus Media Holding Limited, a company with limited liability organized underthe laws of the Cayman Islands (the “**Company**”), each of the Persons listed on Schedule Ahereto (the “**CGEN Holders**” and, individually, a “**CGEN Holder**”), who represent all the shareholdersand option holders of CGEN Digital Media Company Limited, a company with limited liabilityorganized under the laws of the Cayman Islands (“**CGEN**”).RECITALS     A. Each of the CGEN Holders, who collectively own 100% of the outstanding shares of CGEN on afully-diluted basis, has agreed to sell all the shares held by it to the Company or to thecancellation of all of the options held by it, as the case may be, and as part of the considerationtherefor, the Company has agreed to issue to each such CGEN Holder, or its representative, certainOrdinary Shares (as defined below) of the Company on the terms and conditions set forth in thatcertain Share Purchase Agreement dated as of December 8, 2007 (the “**CGEN Purchase Agreement**”), byand among the Company, CGEN and the CGEN Holders who are a party thereto.     B. In connection with the consummation of the transactions contemplated by the CGEN PurchaseAgreement, the parties hereto desire to enter into this Agreement to enable the CGEN Holders fromtime to time to register the Ordinary Shares that they may receive pursuant to the CGEN PurchaseAgreement under the Securities Act (as defined below).     D. The CGEN Purchase Agreement provides that the execution and delivery of this Agreement bythe parties hereto shall be a condition precedent to the consummation of the transactionscontemplated thereunder.     E. The Company seeks to induce the CGEN Holders to consummate the transactions contemplated inthe CGEN Purchase Agreement, and to such end, seeks to satisfy the conditions precedent to suchtransactions by entering into this Agreement.AGREEMENT     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafterset forth, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto further agree as follows:SECTION 1 INTERPRETATION     1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms usedin this Agreement shall have the following meanings:     “**Accounting Principles**” means generally accepted accounting principles as applied inthe United States of America.
 

 
     “**Additional Share Consideration**” has the meaning ascribed to it in the CGEN PurchaseAgreement.     “**ADSs**” means American Depositary Shares, with each ADS as of the date of this Agreementrepresenting five (5) Ordinary Shares.     “**Affiliate**” means, with respect to any given Person, a Person that Controls, isControlled by, or is under common Control with the given Person.     “**Agreement**” has the meaning ascribed thereto in the preamble hereto.     “**Applicable Securities Law**” means (i) with respect to any offering of securities in theUnited States of America, or any other act or omission within that jurisdiction, thesecurities law of the United States, including the Exchange Act and the Securities Act, andany applicable law of any State of the United States, and (ii) with respect to any offeringof securities in any jurisdiction other than the United States of America, or any relatedact or omission in that jurisdiction, the applicable laws of that jurisdiction.     “**Business Day**” means any weekday that the banks in the PRC, Hong Kong and the City ofNew York are generally open for business.     “**Centre**” has the meaning ascribed thereto in Section 3.3(c).     “**CGEN Holders**” has the meaning ascribed thereto in the preamble hereof.     “**CGEN Purchase Agreement**” has the meaning ascribed thereto in the recitals hereof.     “**CGEN Registrable Securities**” means (i) the Ordinary Shares received or to be receivedby the CGEN Holders pursuant to the CGEN Purchase Agreement, including, without limitation,any Ordinary Shares issued as part of the Second Installment Share Consideration, the ThirdInstallment Share Consideration or the Additional Share Consideration, and (ii) any EquitySecurities of the Company issued as a dividend or other distribution with respect to, or inexchange for, or in replacement of, the shares referenced in clause (i).     “**Commission**” means (i) with respect to any offering of securities in the United Statesof America, the Securities and Exchange Commission of the United States or any other federalagency at the time administering the Securities Act, and (ii) with respect to any offeringof securities in a jurisdiction other than the United States of America, the regulatory bodyof the jurisdiction with authority to supervise and regulate the sale of securities in thatjurisdiction.     “**Company**” has the meaning ascribed thereto in the preamble hereto.     “**Control**” means, when used with respect to any Person, the power to direct themanagement and policies of such Person, directly or indirectly, whether through theownership of voting securities, by contract or otherwise, and the terms “Controlling” and“Controlled” have meanings correlative to the foregoing.
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     “**Depositary**” means the depositary in respect of the Company’s ADSs, currently Citibank,N.A.     “**Dispute**” has the meaning ascribed thereto in Section 3.3(a).     “**Equity Securities**” means any Ordinary Shares, Ordinary Share Equivalents or othervoting securities of the Company.     “**Exchange Act**” means the United States Securities Exchange Act of 1934, as amended, andthe rules and regulations promulgated thereunder.     “**First Closing Date**” has the meaning ascribed in the CGEN Purchase Agreement.     “**Form F-1**” means Registration Statement on Form F-1 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form F-3**” means Registration Statement on Form F-3 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form F-3ASR**” means the Company’s F-3 automatic shelf registration statement filed withthe Commission.     “**Form S-1**” means Registration Statement on Form S-1 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Form S-3**” means Registration Statement on Form S-3 promulgated by the Commission underthe Securities Act or any substantially similar form then in effect.     “**Holders**” means the CGEN Holders together with the permitted transferees and assigns ofany Holder.     “**Hong Kong**” means the Hong Kong Special Administrative Region.     “**Initiating Holders**” means, with respect to a request duly made to Register anyRegistrable Securities under Section 2.1(a), the Holders initiating such request.     “**Ordinary Shares**” means the ordinary shares, par value US$0.00005 per share, of theCompany.     “**Ordinary Share Equivalents**” means warrants, options and rights exercisable forOrdinary Shares and instruments convertible or exchangeable for Ordinary Shares.     “**Parties**” has the meaning ascribed thereto in Section 3.3(a).     “**Person**” means any natural person, corporation limited liability company, joint stockcompany, joint venture, partnership, enterprise, trust, unincorporated organization or anyother entity or organization.     “**Registration**” means a registration effected by preparing and filing a RegistrationStatement and the declaration or ordering of the effectiveness of that
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Registration Statement, and the terms “Register” and “Registered” have meaningscorrelative with the foregoing.     “**Registrable Securities**” means the CGEN Registrable Securities, excluding in all cases,however, any Equity Securities sold by a Person in a transaction other than an assignmentpursuant to Section 3.1.     “**Registration Statement**” means a registration statement prepared on Forms S-3, F-3, S-1or F-1 under the Securities Act, or on any comparable form in connection with registrationin a jurisdiction other than the United States.     “**Second Installment Share Consideration**” has the meaning ascribed to it in the CGENPurchase Agreement.     “**Securities Act**” means the United States Securities Act of 1933, as amended, and therules and regulations promulgated thereunder.     “**Third Installment Share Consideration**” has the meaning ascribed to it in the CGENPurchase Agreement.     “**Underwritten Offering**” has the meaning ascribed in Section 2.1(a)(1).     “**Violation**” has the meaning ascribed thereto in Section 2.6(a).     1.2 Interpretation. For all purposes of this Agreement, except as otherwise expresslyherein provided, (i) the terms defined in Section 1 shall have the meanings assigned to them inSection 1 and shall include the plural as well as the singular, (ii) all references in thisAgreement to designated “Sections” and other subdivisions are to the designated Sections and othersubdivisions of the body of this Agreement, (iii) pronouns of either gender or neuter shallinclude, as appropriate, the other pronoun forms, (iv) the words “herein,” “hereof” and “hereunder”and other words of similar import refer to this Agreement as a whole and not to any particularSection or other subdivision, and (v) all references in this Agreement to designated Schedules areto the Schedules attached to this Agreement.SECTION 2 REGISTRATION RIGHTS.     2.1 Demand Registration Rights.          (a) Registration.          (1) Subject to the terms of this Agreement, from time to time and at any time, Holders holdingat least 3,000,000 Registrable Securities (as adjusted for any stock splits, stock dividends,recapitalizations, reorganizations or similar events) may request the Company in writing toregister all or part of the Registrable Securities (a “**Registration**”); *provided however*, that if arequest for Registration is for an underwritten public offering (an “**Underwritten Offering**”), suchrequest shall be for at least 3,000,000 Registrable Securities and be subject to the requirementthat the reasonably anticipated aggregate price to the public be not less than US$40,000,000. Uponreceipt of such a request, the Company shall (i) promptly, and in any event within ten (10)Business Days after receipt of such written request, give written notice of the proposedRegistration to all other Holders, and (ii) use best
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efforts to cause, as soon as practicable, the Registrable Securities specified in the request,together with any Registrable Securities of any Holder who requests in writing to join suchRegistration within twenty (20) Business Days after the Company’s delivery of written notice, to beRegistered and/or qualified for sale and distribution to the public in such jurisdictions as theInitiating Holders may reasonably request. Notwithstanding anything contrary contained herein, theCompany shall be not obligated to effect more than three (3) Registrations pursuant to this Section2.1(a)(1).          (2) Any Registration made pursuant to this Section 2.1 shall be made: (i) if available, on theCompany’s then existing and effective Registration Statement on Form F-3ASR; or (ii) in each casesubject to the terms of this Section 2.1(a)(3) below, (x) if such F-3ASR is not available, onanother Registration Statement on Form F-3 (or any successor to Form F-3 or Form S-3) if such formis available for use by the Company, or (y) otherwise on Form F-1 or Form S-1 (or any successor toForm F-1 or S-1) if such form is available for use by the Company. In the event that the Companybecomes ineligible to use its then existing and effective Registration Statement on Form F-3ASRfor the reasons set forth in Schedule 2.1(a)(2) hereto, the Company shall not be obligated toeffect a Registration until it regains eligibility to use Form F-3ASR.          (3) Any Registration of Registrable Securities shall count as one (1) demand Registration,pursuant to this Section 2.1(a), irrespective of whether such Registrable Securities aredistributed by the Holder thereof.          (b) Right of Deferral. Notwithstanding anything to the contrary in this Section 2.1:          (1) The Company shall not be obligated to Register or qualify Registrable Securities for anUnderwritten Offering pursuant to any of the provisions of Section 2.1(a) if: (i) within the six(6) month period preceding the date of such request, the Company has either (x) already effected aRegistration for an Underwritten Offering under any of the provisions of Section 2.1(a), or (y)already effected a Registration (other than a registration of securities in a transaction underRule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holdershad an opportunity to participate pursuant to the provisions of Section 2.2 and no RegistrableSecurities of the Holders were excluded from such Registration pursuant to the provisions ofSection 2.2(c) or (ii) within the three (3) month period preceding the date of such request, theCompany has already effected a Registration other than an Underwritten Offering under any of theprovisions of Section 2.1(a).          (2) The Company shall not be obligated to Register or qualify Registrable Securities pursuantto Section 2.1(a) if the Company shall furnish to the Holders a certificate signed by the ChiefExecutive Officer of the Company stating that, in the good faith judgment of the Board of Directorsof the Company, any registration of Registrable Securities should not be made because it would bematerially detrimental to the Company and its shareholders for a Registration Statement to be filedin the near future. Following delivery of such certificate, the Company shall have the right todefer such filing for a period not to exceed ninety (90) days from the receipt of any request dulysubmitted by Holders under Section 2.1(a) or to Register Registrable Securities; *provided*, *however*,that the Company shall not utilize this right more than once in any twelve (12) month period.          (c) Underwritten Offerings. If, in connection with a request to Register RegistrableSecurities under the provisions of Section 2.1(a), the Initiating Holders seek to
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distribute such Registrable Securities through an Underwritten Offering, they shall so advisethe Company as a part of the request, and the Company shall include such information in the writtennotice to the other Holders described in Section 2.1(a). In such event, the right of any Holder toinclude its Registrable Securities in such Registration shall be conditioned upon such Holder’sparticipation in such Underwritten Offering and the inclusion of such Holder’s RegistrableSecurities in the Underwritten Offering (unless otherwise mutually agreed by Initiating Holdersrepresenting a majority in voting power of the Registrable Securities held by the InitiatingHolders) to the extent provided herein. All Holders proposing to distribute their securitiesthrough such Underwritten Offering shall enter into an underwriting agreement in customary formwith the underwriter or underwriters selected for such Underwritten Offering by the Company (whichunderwriter or underwriters shall be reasonably acceptable to Initiating Holders representing amajority in voting power of the Registrable Securities held by the Initiating Holders).Notwithstanding any other provision of this Agreement, if the managing underwriter advises theCompany that marketing factors (including the aggregate number of securities requested to beRegistered, the general condition of the market, and the status of the Persons proposing to sellsecurities pursuant to the Registration) require a limitation of the number of Equity Securities tobe underwritten, the underwriters may exclude such number of Registrable Securities from theUnderwritten Offering as required (1) after excluding any other Equity Securities from theUnderwritten Offering (including, without limitation, any Equity Securities which the Company mayseek to include in the Underwritten Offering for its own account and all Equity Securities whichare not Registrable Securities and are held by Persons other than the Holders), and (2) so long asat least thirty percent (30%) in voting power of any Registrable Securities requested by theHolders to be included in such Underwritten Offering and Registration shall be included. If alimitation of the number of Registrable Securities is required pursuant to this Section 2.1(c), thenumber of Registrable Securities that may be included in the Underwritten Offering by sellingHolders shall be allocated among such Holders, in proportion, as nearly as practicable, to therespective amounts of Registrable Securities which the Holders would otherwise be entitled toinclude in the Registration. If any Holder disapproves of the terms of any Underwritten Offering,the Holder may elect to withdraw therefrom by written notice to the Company and the underwritersdelivered at least ten (10) Business Days prior to the effective date of the RegistrationStatement. Any Registrable Securities excluded or withdrawn from such underwriting shall bewithdrawn from the Registration.     2.2 Piggyback Registrations.          (a) Registration of the Company’s Securities. Subject to Section 2.2(c), if theCompany proposes to Register for its own account or for the account of any Person that is not aHolder (unless such Person is contractually entitled to exclude participation by the Holders in itsRegistration, and subject to any rights to partially exclude participation by the Holder in itsRegistration) any of its Equity Securities in connection with the public offering of suchsecurities, the Company shall promptly give each Holder written notice of such Registration and,upon the written request of any Holder given within twenty (20) days after delivery of such notice,the Company shall use its best efforts to include in such Registration any Registrable Securitiesthereby requested by such Holder. If a Holder decides not to include all or any of its RegistrableSecurities in such Registration by the Company, such Holder shall nevertheless continue to have theright to include any Registrable Securities in any subsequent Registration Statement orRegistration Statements as may be filed by the Company with respect to offerings of its securities,all upon the terms and conditions set forth herein.
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          (b) Right to Terminate Registration. The Company shall have the right to terminate orwithdraw any Registration initiated by it under Section 2.2(a) prior to the effectiveness of suchRegistration, whether or not any Holder has elected to participate therein. The expenses of suchwithdrawn Registration shall be borne by the Company in accordance with Section 2.3.          (c) Underwriting Requirements.          (1) In connection with any offering involving an underwriting of the Company’s EquitySecurities initiated by the Company, the Company shall not be required to Register the RegistrableSecurities of a Holder under this Section 2.2 unless such Holder shall include such RegistrableSecurities in the underwriting and such Holder enters into an underwriting agreement in customaryform with the underwriters selected by the Company and setting forth such terms for theunderwriting as have been agreed upon between the Company and the underwriters. Subject to Section2.2(c)(2), in the event the underwriters advise Holders seeking Registration of RegistrableSecurities pursuant to this Section 2.2 in writing that market factors (including the aggregatenumber of Registrable Securities requested to be Registered, the general condition of the market,and the status of the Persons proposing to sell securities pursuant to the Registration) require alimitation of the number of Equity Securities to be underwritten, the underwriters may exclude someor all Registrable Securities from the Registration and underwriting after excluding any otherEquity Securities from the underwriting (other than any Equity Securities which the Company mayseek to include in the underwriting for its own account), and the number of Equity Securities andRegistrable Securities that may be included in the Registration and the underwriting shall beallocated (i) first, to the Company, and (ii) thereafter, among the Holders requesting inclusion oftheir Registrable Securities in such Registration Statement in proportion, as nearly aspracticable, to the respective amounts of Registrable Securities which the Holders would otherwisebe entitled to include in the Registration.          (2) Notwithstanding anything to the contrary in this Section 2.2(c), in connection with anyoffering involving an underwriting of the Company’s Equity Securities, in no event shall theunderwriters exclude any Registrable Securities which Holders may seek to include in suchRegistration and underwriting under this Section 2.2 unless at least thirty percent (30%) in votingpower of any Registrable Securities requested by the Holders to be included in such underwritingand Registration shall be included.          (3) If any Holder disapproves of the terms of any underwriting, the Holder may elect towithdraw therefrom by written notice to the Company and the underwriters delivered at least seven(7) days prior to the effective date of the Registration Statement. Any Registrable Securitiesexcluded or withdrawn from the underwriting shall be withdrawn from the Registration.          (d) Exempt Transactions. The Company shall have no obligation to Register anyRegistrable Securities under this Section 2.2 in connection with a Registration by the Company (i)relating solely to the sale of securities to participants in a Company share plan, (ii) relating toa corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparableprovision under the laws of another jurisdiction, as applicable), or (iii) on any form that doesnot include substantially the same information as would be required to be included in aRegistration Statement covering the sale of the Registrable securities.
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     2.3 Expenses. All expenses incurred in connection with Registrations, filings orqualifications pursuant to this Agreement, including, without limitation, (a) any underwriting,brokerage or similar commissions, compensation, discounts or concessions paid or allowed by theCompany that are incurred or to be incurred by the Selling Shareholders in connection with suchissue or sale; (b) all expenses of any Persons in preparing or assisting in preparing, wordprocessing, printing and distributing any Registration Statement, any Prospectus, any amendments orsupplements thereto, any underwriting agreements, securities sales agreements and other documentsrelating to the performance of and compliance with this Agreement (excluding expenses or costs inrespect of Company employees in connection therewith), (c) all fees and expenses incurred inconnection with the listing, if any, of any of the Registrable Securities on any securitiesexchange or exchanges, (d) all fees and expenses of the Depositary relating to the deposit of theRegistrable Securities into the deposit facility and issuance by the Depositary of shares orreceipts representing such Registrable Securities, (e) the reasonable fees and disbursements ofcounsel for the Company and of the independent public accountants of the Company specificallyrelated to such Registration, including the expenses of any special audits or “comfort” lettersrequired by or incident to such performance and compliance, (f) the fees and expenses of shareregistry or custodian, (g) the reasonable fees and disbursements of counsel representing theHolders of Registrable Securities, and (h) all U.S. federal, “blue sky” and all foreignregistration, filing and qualification fees, accounting fees, and fees and disbursements of counselfor the Company (but excluding underwriters’ discounts and commissions relating to shares sold bythe Holders), shall be borne by the Holders (allocated pro rata based on the RegistratableSecurities included in such Registration); *provided*, *however*, that (1) where an offering ofsecurities includes a primary offering by the Company or a secondary offering of securities byother shareholders of the Company other than the Holders, the Holders shall be bear the pro rataportion of expenses attributable to them based on the number of Registrable Securities included insuch Registration (for the avoidance of doubt, any such fees or expenses that are incurred entirelyas a result of sales by selling shareholders shall be borne on a pro rata basis with regard only tothe Registrable Securities offered by the Selling Shareholders in the aggregate and not by theCompany), and (2) the Company shall use commercially reasonable efforts to minimize the amount ofsuch expenses and, in connection with any Underwritten Offering, use commercially reasonableefforts to cause the related underwriters to pay such expenses to the extent possible (other thanany related brokerage or selling commission or discount); *provided further*, that the failure orunwillingness of the related underwriters to agree to pay such expenses in whole or in part shallnot affect the selling shareholders’ obligations to pay any expenses pursuant to this Section 2.3.     2.4 Obligations of the Company. Subject to the provisions of Section 2.3 hereof,whenever required to effect the Registration of any Registrable Securities under this Agreement theCompany, shall as expeditiously as reasonably possible:          (a) Use its reasonable best efforts to ensure that its then existing Registration Statement isEffective; *provided*, that the Company shall not be required to keep any such Registration Statementeffective for more than (i) one (1) year in the case of a Registration Statement on Form S-3, F-3,F-3ASR, or (ii) ninety (90) days in the case of a Registration Statement on Form S-1 or F-1.          (b) Prepare and file with the Commission such amendments and supplements to such RegistrationStatement and the prospectus used in connection with such Registration Statement as may benecessary to comply with the provisions of Applicable
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Securities Law with respect to the disposition of all securities covered by such RegistrationStatement.          (c) Furnish to the Holders such number of copies of a prospectus, including a preliminaryprospectus and any supplement thereto, in conformity with the requirements of Applicable SecuritiesLaw, and such other documents as such Holders may reasonably request in order to facilitate thedisposition of the Registrable Securities owned by them that are included in such Registration.          (d) Use its best efforts to register and qualify the securities covered by such RegistrationStatement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonablyrequested by the Holders, provided that the Company shall not be required in connection therewithor as a condition thereto to qualify to do business or to file a general consent to service ofprocess in any such states or jurisdictions.          (e) In the event of any Underwritten Offering, enter into and perform its obligations under anunderwriting agreement in usual and customary form (including usual and customary provisions withrespect to indemnification), with the managing underwriter(s) of such offering. Each Holderparticipating in such underwriting shall also enter into and perform its obligations under such anagreement.          (f) Notify each Holder of Registrable Securities covered by the Registration Statement: (i) ofthe issuance of any stop order by the SEC in respect of such registration statement, (ii) of thereceipt by the Company of any notification of the suspension of the qualification of the RegisteredSecurities for offering or sale in any jurisdiction, (iii) of the happening of any event as aresult of which the prospectus included in such registration statement, as then in effect, includesan untrue statement of a material fact or omits to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in the light of thecircumstances then existing, or (iv) if for any other reason it shall be necessary to amend orsupplement such registration statement or prospectus in order to comply with the Securities Act;and, in each case of (i) and (ii), make reasonable efforts to prevent or obtain at the earliestpossible moment the withdrawal of any stop order with respect to the applicable RegistrationStatement or other order suspending the use of any preliminary or final prospectus, and in eachcase of (iii) and (iv) as promptly as reasonably practicable thereafter, prepare and file with theSEC an amendment or supplement to such registration statement or prospectus which will correct suchstatement or omission or effect such compliance.          (g) Upon the occurrence of any event described in Section 2.4(f) above, prepare a supplementor post-effective amendment to the applicable registration statement or related prospectus or anydocument incorporated therein by reference, or file any other required document so that, asthereafter delivered to the Holders of the securities being sold thereunder, such prospectus willnot contain any untrue statement of a material fact or omit to state any material fact necessary tomake the statements therein not misleading.          (h) In the event of an Underwritten Offering, furnish, at the request of any Holder requestingRegistration of Registrable Securities, on the date that such Registrable Securities are deliveredto the underwriter(s) for sale, if such securities are being sold through underwriters, or, if suchsecurities are not being sold through underwriters, on the date that the Registration Statementwith respect to such securities becomes effective, (1) an opinion, dated as of such date, of thecounsel representing the Company for the purposes of such
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registration, in form and substance as is customarily given to underwriters in an underwrittenpublic offering and reasonably satisfactory to a majority in interest of the Holders requestingRegistration, addressed to the underwriters, if any, and to the Holders requesting registration ofRegistrable Securities, and (2) a “comfort” letter dated as of such date, from the independentcertified public accountants of the Company, in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwritten public offering andreasonably satisfactory to a majority in interest of the Holders requesting registration, addressedto the underwriters, if any, and to the Holders requesting registration of Registrable Securities.          (i) Provide a transfer agent and registrar for all Registrable Securities Registered pursuantto the Registration Statement and, where applicable, a CUSIP number for all those RegistrableSecurities, in each case not later than the effective date of the Registration.          (j) Take all reasonable action necessary to: (1) cause the Depositary to accept the deposit ofthe Registrable Securities into the deposit facility to issue ADSs (or receipts) representing suchRegistrable Securities and to issue the related American Depositary Receipts; (2) cause theDepositary to register with the SEC (to the extent necessary) such ADSs; and (3) list theRegistrable Securities on the primary exchange upon which the Company’s securities are traded.     2.5 Obligations of Holders. It shall be a condition precedent to the obligations ofthe Company to Register the Registrable Securities of any Holder pursuant to this Section 2 thatthe selling Holder shall furnish to the Company such information regarding itself, the RegistrableSecurities held thereby and the intended method of disposition of such securities as shall berequired to timely effect the Registration of such Holder’s Registrable Securities.     2.6 Indemnification. In the event any Registrable Securities are included in aregistration statement under this Section 2:          (a) Company Indemnity. To the extent permitted by law, the Company will indemnify andhold harmless each Holder, its partners, officers, directors, shareholders, legal counsel,accountants, any underwriter (as defined in the Securities Act) for such Holder and each Person, ifany, who controls (as defined in the Securities Act) such Holder or underwriter against any losses,claims, damages, or liabilities (joint or several) to which they may become subject under lawswhich are applicable in connection with any Registration, qualification, or compliance, of theCompany’s securities insofar as such losses, claims, damages, or liabilities (or actions in respectthereof) arise out of or are based upon any of the following statements, omissions or violations(collectively a “**Violation**”):          (1) any untrue statement or alleged untrue statement of a material fact contained in suchRegistration Statement, including any preliminary prospectus or final prospectus or any “freewriting prospectus” (as defined in Rule 405 under the Securities Act) used in connection with thesale of any Registrable Securities contained therein or any amendments or supplements thereto;          (2) the omission or alleged omission to state in the Registration Statement, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplementsthereto, a material fact required to be stated therein, or necessary to make the statements thereinnot misleading; or
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          (3) any violation or alleged violation by the Company of Applicable Securities Law, or anyrule or regulation promulgated under Applicable Securities Law,and the Company will reimburse each such Holder, its partners, officers, directors, legal counsel,accountants, underwriter or controlling Person for any legal or other expenses reasonably incurredby them, as incurred, in connection with investigating or defending any such loss, claim, damage,liability or action; *provided*, *however*, that the indemnity agreement contained in this Section2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability oraction if such settlement is effected without the consent of the Company (which consent shall notbe unreasonably withheld or delayed), nor shall the Company be liable in any such case for any suchloss, claim, damage, liability or action to the extent that it arises out of or is based upon aViolation which occurs in reliance upon and in conformity with written information furnishedexpressly for use in connection with such Registration by such Holder, underwriter or controllingPerson of such Holder.          (b) Notice. Promptly after receipt by an indemnified party under this Section 2.6 ofnotice of the commencement of any action (including any governmental action), such indemnifiedparty will, if a claim in respect thereof is to be made against any indemnifying party under thisSection 2.6, deliver to the indemnifying party a written notice of the commencement thereof and theindemnifying party shall have the right to participate in, and, to the extent the indemnifyingparty so desires, jointly with any other indemnifying party similarly noticed, to assume thedefense thereof with counsel mutually satisfactory to the parties; *provided*, *however*, that anindemnified party shall have the right to retain its own counsel, with the fees and expenses to bepaid by the indemnifying party, if representation of such indemnified party by the counsel retainedby the indemnifying party would be inappropriate due to actual or potential conflict of interestsbetween such indemnified party and any other party represented by such counsel in such proceeding.The failure to deliver written notice to the indemnifying party within a reasonable time of thecommencement of any such action shall relieve such indemnifying party of liability to theindemnified party under this Section 2.6 to the extent the indemnifying party is prejudiced as aresult thereof, but the omission to so deliver written notice to the indemnifying party will notrelieve it of any liability that it may have to any indemnified party otherwise than under thisSection 2.6.          (c) Contribution. If any indemnification provided for in this Section 2.6 is held by acourt of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,liability, claim, damage or expense referred to herein, the indemnifying party, in lieu ofindemnifying such indemnified party hereunder, shall contribute to the amount paid or payable bysuch indemnified party as a result of such loss, liability, claim, damage or expense in suchproportion as is appropriate to reflect the relative fault of the indemnifying party, on the onehand, and of the indemnified party, on the other, in connection with the statements or omissionsthat resulted in such loss, liability, claim, damage or expense, as well as any other relevantequitable considerations. The relative fault of the indemnifying party and of the indemnified partyshall be determined by reference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission to state a material fact relates to informationsupplied by the indemnifying party or by the indemnified party and the parties’ relative intent,knowledge, access to information, and opportunity to correct or prevent such statement or omission.          (d) Survival. The obligations of the Company and Holders under this Section 2.6 shallsurvive the completion of any offering of Registrable Securities in a
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Registration Statement, regardless of the expiration of any statutes of limitation orextensions of such statutes.     2.7 Termination of the Company’s Obligations. The registration rights set forth inSection 2.1 of this Agreement shall terminate upon the earlier of (i) when with respect to anyHolder, in the reasonable opinion of counsel to the Company, all Registrable Securities proposed tobe sold by such Holder may then be sold without registration in any ninety (90) day period pursuantto Rule 144 under the Securities Act, which counsel shall be reasonably satisfactory to such Holder(it being understood that the Company’s regular outside legal counsel shall be deemed satisfactory)(ii) the date as of which all of the Registrable Securities have been sold pursuant to aRegistration Statement or (iii) twenty-four months following the Third Closing Date (as such termis defined in the CGEN Purchase Agreement).     2.8 Rule 144 Reporting. With a view to making available the benefits of Rule 144promulgated under the Securities Act and any comparable provision of Applicable Securities Lawwhich may at any time permit the sale of the Registrable Securities to the public withoutregistration or pursuant to a registration on Form S-1, F-1, S-3 or F-3, the Company agrees to:          (a) make and keep public information available, as those terms are understood and defined inRule 144 under the Securities Act (or comparable provision under Applicable Securities Law in anyjurisdiction where the Company’s securities are listed), at all times;          (b) use reasonable, diligent efforts to file with the Commission in a timely manner allreports and other documents required of the Company under Applicable Securities Law; and          (c) so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwithupon request (1) a written statement by the Company as to its compliance with the reportingrequirements of all Applicable Securities Law, or whether it qualifies as a registrant whosesecurities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto underApplicable Securities Law of any jurisdiction where the Company’s securities are listed), (2) acopy of the most recent annual of the Company and such other reports and documents as may be filedby the Company with the Commission, and (3) such other reports, documents or information of theCompany, as a Holder may reasonably request in availing itself of any rule or regulation of theCommission that permits the selling of any such securities without registration or pursuant to FormS-3 or F-3 (or any form comparable thereto under Applicable Securities Law of any jurisdictionwhere the Company’s securities are listed).SECTION 3 MISCELLANEOUS     3.1 Binding Effect; Assignment.          (a) Notwithstanding anything herein to the contrary, the rights of any CGEN Holders under thisAgreement may be assigned or transferred by those CGEN Holders (i) to their respective partners,general partners, limited partners or other entities contractually or legally entitled todistributions from such a Holder, or (ii) to an Affiliate provided in each
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case that (1) the Company is, within a reasonable time after such transfer, furnished withwritten notice of the name and address of such transferee or assignee and the securities withrespect to which such rights are being assigned, and (2) such transferee or assignee agrees inwriting to be bound by and subject to the terms and conditions of this Section 3 and the terms andconditions of each Section of this Agreement with respect to which any rights are being assignedthereto under this clause. From the time of such transfer or assignment, for all purposes of eachSection of this agreement with respect to which rights are assigned thereto under this clause, suchtransferee or assignee shall be treated as a “**CGEN Holder**”, as the case may be.          (b) This Agreement shall be binding upon and shall be enforceable by each party, itssuccessors and permitted assigns. Except as provided in Section 3.1(a) and Section 3.1(b), noparty may assign any of its rights or obligations hereunder without the prior written approval ofthe other parties.     3.2 Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of New York.     3.3 Dispute Resolution.          (a) Any dispute, controversy or claim (each, a “**Dispute**”) arising out of or relating to thisAgreement, or the interpretation, breach, termination or validity hereof, shall be resolved at thefirst instance through consultation between the representatives appointed by the highest rankingcorporate officer of the Company and a representative selected by a majority of the RegistrableSecurities outstanding at the time of such dispute (provided any dispute as to any particularRegistration Statement shall be resolved by a representative selected by the Holders representing amajority of the Registrable Securities included in such Registration Statement) (each a “**Party**”).Such consultation shall begin immediately after either Party has delivered to the other Party awritten notice for such consultation.          (b) If the Dispute is not resolved within sixty (60) days following the date on which suchnotice is given, the Dispute shall be submitted to arbitration upon the request of either Partywith notice to the other Party (the “**Arbitration Notice**”).          (c) The arbitration shall be conducted in Hong Kong under the auspices of the Hong KongInternational Arbitration Centre (the “**Centre**”). There shall be three (3) arbitrators. Theclaimants in the Dispute shall collectively choose one arbitrator, and the respondents shallcollectively choose one arbitrator. The Secretary General of the Centre shall select the thirdarbitrator, who shall be qualified to practice law in the State of New York. If any of the membersof the arbitral tribunal have not been appointed within thirty (30) days after the ArbitrationNotice is given, the relevant appointment shall be made by the Secretary General of the Centre.          (d) The arbitration proceedings shall be conducted in English. The arbitration tribunal shallapply the Arbitration Rules of the United Nations Commission on International Trade Law, as ineffect at the time of the arbitration. However, if such rules are in conflict with the provisionsof this Section 3.3, including the provisions concerning the appointment of arbitrator, theprovisions of this Section 3.3 shall prevail.          (e) Each Party shall cooperate with the other in making full disclosure of and providingcomplete access to all information and documents requested by the other in
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connection with such arbitration proceedings, subject only to any confidentiality obligationsbinding on such Party.          (f) The arbitrator shall decide any dispute submitted by the parties to the arbitrationstrictly in accordance with the substantive law of the State of New York and shall not apply anyother substantive law.          (g) The award of the arbitration tribunal shall be final and binding upon the Parties, and theprevailing Party may apply to a court of competent jurisdiction for enforcement of such award.          (h) Either Party shall be entitled to seek preliminary injunctive relief, if possible, fromany court of competent jurisdiction pending the constitution of the arbitral tribunal.          (i) During the course of the arbitration tribunal’s adjudication of the dispute, thisAgreement shall continue to be performed except with respect to the part in dispute and underadjudication.          (j) The cost of arbitration (including legal, accounting and other professional fees andexpenses reasonably incurred, by any prevailing party with respect to the investigation,collection, prosecution and/or defense of any claim in the Dispute) shall be borne pro rata by eachlosing party.     3.4 Amendments; Termination. Except for the joinder of any additional CGEN Holders,this Agreement and its provisions may be amended, changed, waived, discharged or terminated only bya writing signed by each of (a) the Company, and (b) the CGEN Holders representing a majority invoting power of the CGEN Registrable Securities. Any amendment, change, waiver, discharge ortermination effected in accordance with the preceding sentence shall be binding upon each of theparties hereto and their successors and permitted assigns. Without limiting the foregoing, anyparty hereto may in writing waive any right that it individually holds hereunder without seekingthe prior consent of any other party hereto. This Agreement shall automatically terminate when allHolders cease to hold any CGEN Registrable Securities.     3.5 Notices. All notices, claims, certificates, requests, demands and othercommunications under this Agreement shall be made in writing and shall be delivered to any partyhereto by hand or sent by facsimile, or sent, postage prepaid, by reputable overnight courierservices at the address given for such party on the signature pages hereof (or at such otheraddress for such party as shall be specified by like notice), and shall be deemed given when sodelivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or ifsent by overnight courier, five (5) calendar days after delivery to or pickup by the overnightcourier service.     3.6 Further Assurances. Each Party shall do and perform, or cause to be done andperformed, all such further acts and things and shall execute and deliver all such otheragreements, certificates, instruments and documents as the other Party may reasonably request togive effect to the terms and intent of this Agreement.
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     3.7 Entire Agreement. This Agreement constitutes the entire agreement between theParties with respect to the subject matter hereof and supersedes all prior written or oralunderstandings or agreements.     3.8 Severability. If any provision of this Agreement shall be held invalid orunenforceable to any extent, the remainder of this Agreement shall not be affected thereby andshall be enforced to the greatest extent permitted by law.     3.9 Remedies Cumulative. The rights and remedies available under this Agreement orotherwise available shall be cumulative of all other rights and remedies and may be exercisedsuccessively.     3.10 Counterpart Execution. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument.     3.11 No Third Party Beneficiary. Except as contemplated in Section 2.6, nothing inthis Agreement is intended to confer upon any Person other than the Parties hereto and theirrespective successors and permitted assigns any rights, benefits, or obligations hereunder.[*Signature pages follow.*]
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     IN WITNESS WHEREOF the Parties hereto have caused their duly authorized representatives toexecute this Agreement as of the first date written above.      FOCUS MEDIA HOLDING LIMITED