Exhibit 4.173

    VIRTUAL
CARD ONLINE-SALES 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:

     

    Shanda
Computer (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 (“Shanda
Computer” or the “Licensor”);

     

    Shanghai
Shanda Networking Co., Ltd., a
corporation organized and existing under the laws of the PRC and having its
registered address at Room 402-B, 727 Zhangjjiang Road, Pudong New Area,
Shanghai, the PRC (“Shanda
Networking” or the
“Licensee”).

     

    RECITALS

     

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

     

    WHEREAS,
Shanda Networking
desires to license the Licensed Software;

     

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

     

     

    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

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.3    
      

            	
              “Designated
      Computer” means the computers and the upgraded computers thereof
      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 virtual card online-sales system, which
      includes the Licensed Program and the Licensed Information. This system is
      used by sales agents in connection with ordering and purchasing of the
      virtual cards from the Licensee.

            


    

     

    
      	
            	
              1.7    
      

            	
              “North
      China” shall mean Beijing and Tianjin Municipalities, Hebei and
      Shanxi[山西]
      provinces and the Inner Mongolia autonomous
  region.

            


    

     

    
      	
            	
              1.8    
      

            	
              “North-west
      China” shall mean the provinces of Shanxi[陕西],
      Gansu and Qinghai, and the Ningxia and Xinjiang autonomous
      regions.

            


    

     

    
      	
            	
              1.9    
      

            	
              “South-west
      China” shall mean the provinces of Sichuan, Guizhou and Yunnan,
      Chongqin Municipality and the Tibet autonomous
  region.

            


    

     

    
      	1.10	
              “Territory”
      shall mean North China, North-west China and South-west
    China.

            


    

     

    
      	
            	
              1.14    
      

            	
              “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 Shanda Networking a license for North China,
North-west China and South-west China to install and operate the Licensed
Software on the Designated Computers and to grant to its customers the right to
use such software system.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3

            	
              ROYALTY
      FEES

            


    

     

    
      	
              3.1   
      

            	
              From
      the first month after the installation of the Licensed Software on the
      Designated Computer, the Licensee shall in addition pay the Licensor a
      revenue sharing fee, the calculation formula of which is: revenue sharing
      fee = sales revenue realized by the Licensee through the use of computers
      which have installed the Licensed Software x
  15%.

            


    

     

    
      	
              3.2   
      

            	
              Subsequent
      to the installation and formal operation of the Licensed Software, the
      Licensee shall pay the Licensor revenue sharing fee on a monthly basis,
      and payment of the revenue sharing fee of each month shall be made within
      fifteen (15) days of the end of such
month.

            


    

     

    
      	
              3.3   
      

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

            


    

     

    
      	
              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:

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (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

     

    
      	
               
      

            	
              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.

     

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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.

     

     

     

     

    
      	
              SHANDA
      COMPUTER (SHANGHAI) CO., LTD.

            	 
	 
      	 
	 
      	 
	By: 	
               

            	 
	
              Name:
      Chen
      Tianqiao

            	 
	
              Title:
      Chief
      Executive Officer

            	 


    

     

     

     

    
      	
              SHANGHAI
      SHANDA NETWORKING CO., LTD.

            	 
	 
      	 
	 
      	 
	By: 	
               

            	 
	
              Name:
      Chen
      Danian

            	 
	
              Title:
      Senior
      Vice President

            	 


    

     

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