Exhibit 4.219

    OCTOPOD
SYSTEM SOFTWARE

    LICENSING
AGREEMENT

     

    This
Software Licensing Agreement (this
“Agreement”)
is entered into by and between the following Parties on January 1, 2008 (“Effective
Date”) in Shanghai:

     

    Shengqu
Information Technology (Shanghai) Co., Ltd., a corporation organized and
existing under the laws of the People’s Republic of China (the “PRC”)
and having its registered address at No.1 Office Building, No.690 Bibo Road,
Pudong New Area, Shanghai, the PRC (“Shengqu”
or the “Licensor”);
and

     

    Nanjing
Shanda Networking Co., Ltd., a
corporation duly organized and validly existing under the laws of the PRC and
having its principal place of business at Room 801, 18 F International Garden
Apartment, High-technology Area, Nanjing, the PRC (“Nanjing
Shanda” or the
“Licensee”).

     

    RECITALS

     

    WHEREAS,
the Licensor owns the software program of Licensed Software (as defined
below);

     

    WHEREAS,
Nanjing Shanda desires to license the Licensed
Software;

     

    WHEREAS,
the Licensor is willing to license the Licensed Software to Nanjing
Shanda.

     

    NOW
AND THEREFORE, the parties through consultations agree as the
follows:

     

    1          DEFINITIONS

     

    The terms
concerned used in this Agreement are hereby defined as follows:

     

    
      	1.1	
              “Authorized
      Personnel” means the employees of the Licensee and personnel from
      third
      parties who work on behalf of the Licensee under a contract (which shall
      include confidentiality clause) entered into and between the Licensee and
      the third party.

            


    

     

    
      	
            	
              1.2   
      

            	
              “Confidential
      Information” means the technical information and management
      information which have not been publicly disclosed, can bring economic
      benefits to obligees, have practicability and are subject to the
      confidential measures adopted by the obligees, including but not limited
      to computer software, technical parameter, price list, design, software
      documentation, manuals, models and account
  tables.

            


    

     

    
      	
            	
              1.3    
      

            	
              “Designated
      Computer” means the computers and the upgraded computers
      thereof

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              b

                installed
      in the offices of the Licensee.    
    

              

            	
               

            


    

     

    
      	
            	
              1.4   
      

            	
              “Licensed
      Program” means the executable processing programs of licensed
      information, which is composed of various modules in the Licensed Software
      package provided by the Licensor.

            


    

     

    
      	
            	
              1.5    
      

            	
              “Licensed
      Information” means any information concerning the Licensed Program,
      which is owned by the Licensor and is licensed to the Licensee together
      with the Licensed Program. Licensed Information includes such information
      as input form, user manual, interface format and input/output format and
      is delivered to and used by the Licensee as confidential information or
      proprietary property of the
Licensor.

            


    

     

    
      	
            	
              1.6    
      

            	
              “Licensed
      Software” means the Octopod System, which includes the Licensed
      Program and the Licensed Information, used to control local and remote
      servers.

            


    

     

    
      	
            	
              1.7    
      

            	
              “Server”
      shall mean the specific server upon which the Octopod System client
      software is installed and of which are incorporate into the Licensor
      managed unified Octopod System.

            


    

     

    
      	
            	
              1.8 

            	
              “Upgrade
      Version” means the Licensed Software comprising of Licensed Program
      and/or the Licensed Information to which updating, enhancements,
      corrections, additions of BUG patches or other changes have been made. The
      exterior form of the Update Version is reflected by changes to the version
      numbers. For an example, in the version number 2.1.3, a change in the
      first number from left to right means the occurrence of a bigger version
      of the software, a change in the second number means substantial
      improvements to the software performance, and a change in the third number
      means slight improvements to the software
  performance.

            


    

     

    
      	
              2

            	
              GRANT
      OF LICENSE AND LIMITATIONS

            


    

     

    License to
Use the Licensed Software. In accordance with the terms and conditions hereof,
the Licensor agrees to grant to Nanjing Shanda a license to install and operate
the Licensed Software on the Designated Computers and to grant to its customers
the right to use such software system.

     

    
      	
              3

            	
              SUPPORTING
      FEE

            


    

     

    
      	
              3.1   
      

            	
              Upon
      the installation of the Licensed Software on the Designated Computer,
      Nanjing Shanda shall provide Shengqu with a supporting fee. The supporting
      fee shall be calculated using the following formula: supporting fee=
      number of Servers x RMB110.

            


    

     

    
      	
              3.2   
      

            	
              Shengqu
      shall deliver the invoice to the Licensee within fifteen (15) days after
      the receipt of such licensee fees and supporting
  fees.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              4

            	
              ORIGINALITY
      WARRANTY

            


    

     

    
      	
              4.1

            	
              The
      Licensor warrants that the Licensed Software does not infringe any
      copyright, patent or trademark or proprietary information of any third
      Party.

            


    

     

    
      	
              4.2

            	
              In
      the event of any legal proceedings or claims by a third party against the
      Licensee alleging an infringement of any PRC copyright, patent or trade
      secrets owned by such third party in connection with the use of the
      Licensed Software or any part thereof within the scope of the license
      hereunder, the Licensor will reimburse the Licensee for any cost, expense
      and loss and the litigation fees and attorney fees payable by the Licensee
      according to the final court, provided that (a) the Licensee promptly
      inform the Licensor of the claims relating to said infringements, (b) the
      Licensee grants the Licensor full authorization and provide the Licensor
      with all information and assistance necessary for enabling the Licensor to
      defend the claims, and (c) the Licensor has full control over the
      defending of the claims and the negations relating to the compromise and
      settlement of the claims.

            


    

     

    
      	
              4.3

            	
              If
      the Licensee’s use of the Licensed Software will infringe or in the
      Licensor’s opinion is likely to infringe the copyright, patent or trade
      secrets alleged by the third party in the above mentioned claims, the
      Licensor shall be entitled to adopt any measures to enable the Licensee to
      continue to use the Licensed Software, or the Licensor may replace it with
      substitutes or modify the Licensed Software so that it will be free of
      infringement and at the same time it can achieve the equivalent function
      as the Licensed Software.

            


    

     

    
      	
              4.4

            	
              Notwithstanding
      anything provided herein, the Licensor shall not be liable for
      infringement of copyright, patent or trade secret arising out of any of
      the following circumstances:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      latest version of the Licensed Software, which is free of said
      infringement, has been provided to the Licensee for free without any
      changes, and the Licensee still uses other
  versions;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      program and data of the Licensed Software has been provided to the
      Licensee based on thorough studying. The licensee uses the Licensed
      Software together with other program or dada, and had the Licensee not
      done so, said infringement would have been avoided. However, the Licensee
      fails to avoid the use of the Licensed Software together with other
      program and data;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensee uses the Licensed Software on computers other than the Designated
      Computer.

            


    

     

    5          TERM
AND TERMINATION

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    The term
of this Agreement shall commence on the Effective Date and shall expire on
December 31, 2008. During the term of this Agreement the Licensee shall not
unanimously terminate this Agreement.

     

    6         
APPLICABLE LAWS

     

    This
Agreement shall be governed by the laws of the People’s Republic of
China.

     

    
      	
              7

            	
              GENERAL
      PROVISIONS

            


    

     

    This
Agreement and the exhibits hereof signed by the Parties constitutes the entire
agreement between the Parties hereto with respect to the subject matter hereof,
merges all discussions between them and supersedes and replaces any and every
other prior or contemporaneous agreement, understanding or negotiation that may
have existed between the Parties. No amendment to this Agreement shall be
effective until the Parties mutually agree in the form of a written
instrument.

     

    [The
remainder of the Page Intentionally Left Blank]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Parties have each caused this Agreement to be
executed and delivered by a duly authorized representative as of the date first
above written.

     

     

     

     

    
      	
              SHENGQU
      INFORMATION TECHNOLOGY
      (SHANGHAI)
      CO., LTD.

            	 
	 
      	 
	 
      	 
	By: 	
               

            	 
	
              Name:
      Chen
      Tianqiao

            	 
	
              Title:
      Chief
      Executive Officer

            	 


    

     

     

     

    
      	
              NANJING
      SHANDA NETWORKING CO., LTD.

            	 
	 
      	 
	 
      	 
	By: 	
               

            	 
	
              Name:
      Tang
      Jun

            	 
	
              Title:
      President

            	 


    

     

     

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