Exhibit 4.175

    DEBIT
CARD AND CREDIT 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”);
and

    


    Nanjing Shanda Networking Co.,
Ltd., a corporation organized and existing under the laws of the PRC and
having its registered address at Room 801, 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   

            	
              “Central-south
      China” shall mean the provinces of Henan, Hunan, Hubei, Guangdong
      and Hainan and the Guangxi autonomous
region.

            


    

    


    
      	
              1.3  

            	
              “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

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                 

              	
                the
      obligees, including but not limited to computer software, technical
      parameter, price list, design, software documentation, manuals, models and
      account tables.

              


      

       

    

    
      	
              1.4   

            	
              “Designated
      Computer” means the computers and the upgraded computers thereof
      installed in the offices of the
Licensee.

            


    

    


    
      	
              1.5   

            	
              “East
      China” shall mean the provinces of Jiangsu, Zhejiang, Anhui,
      Fujian, Jiangxi and Shandong and Shanghai
  Municipality.

            


    

    


    
      	
              1.6  

            	
              “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.

            


    

    


    
      	
              1.7   

            	
              “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.

            


    

    


    
      	
              1.8   

            	
              “Licensed
      Software” means the debit card and credit card online-sales system,
      which includes the Licensed Program and the Licensed Information. This
      system is used to link the online payment interface to the billing system
      and the online game servers by end users to enable the transaction of
      payments by debit cards and credit cards issued by different
      banks.

            


    

    


    
      	
              1.9   

            	
              “Territory”
      shall mean East China and Central-south
China.

            


    

    


    
      	
              1.10   

            	
              “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 for the
      Territory 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  

            	
              Shanda
      Computer 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

            


    

    


    


    


    


    
      	
              NANJING SHANDA NETWORKING CO.,
      LTD.

            
	 
      
	 
      
	
              By:                                                                          
      

            
	
              Name: Tan
  Qunzhao

            
	
              Title: President

            


    

    


    


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