English translation of Know-how License Agreement



 Exhibit 10.13 

Know-how License Agreement 

This Know-how License Agreement (this “Agreement”) is entered into on September 28, 2006 by and between: 

Licensor: AutoNavi Information Technology Co., Ltd. 

Registered Address: Room 2, 16/F Daheng Scitech Mansion, 3 Suzhou Street, Haidian District, Beijing 

Licensee: AutoNavi Software Co., Ltd. 

Registered Address: 23, Huoju Street, Changping Science and Technology Park, Changping District, Beijing 

WHEREAS: 
  

	(1)	The Licensor, a wholly foreign owned enterprise registered in Beijing under the laws of the PRC, owns the know-how set forth in Appendix 1 hereto.


  

	(2)	The Licensee, a limited liability company registered in Beijing under the laws of the PRC, is engaged in its business within its approved business scope with the
approval of relevant competent governmental authorities. 

  

	(3)	The Licensor agrees to grant to the Licensee and the Licensee agrees to accept a license to use the know-how hereunder on the terms and conditions set forth herein.


  

	(4)	The Licensor and the Licensee has entered into Domain Name License Agreement and Patent License Agreement, both of which together with this Agreement are hereinafter
referred to as the Business Agreements. 

 NOW THEREFORE, the parties through mutual negotiation agree as follows: 

 

	1.	Grant of License 

  

	1.1	License of Know-how 

 The Licensor agrees to
grant to the Licensee and the Licensee agrees to accept a non-sole and non-exclusive license to use the know-how (a list of which is set forth in Appendix 1, the “Know-how”) on the terms and conditions of this Agreement. 

 

	1.2	Ownership and License of Improved Technical Achievements 


The Licensee agrees that any new technical achievements attained by it by using the Know-how provided by the Licensor belong to the Licensor. The Licensor
agrees to grant to the Licensee and the Licensee agrees to accept a license to use the new technical achievements on the terms and conditions of this Agreement. 








	1.3	Scope 

  

	1.3.1	The license to use the Know-how granted to the Licensee hereunder shall be valid only within the approved scope of business of the Licensee. Unless otherwise specified
herein to the contrary, the Licensee agrees not to directly or indirectly use or permit the use of the Know-how beyond the aforesaid scope in any ways. 

  

	1.3.2	The license granted to the Licensee hereunder shall only be effective within the PRC (excluding Hong Kong, Macao and Taiwan). The Licensee agrees not to use or permit
the use of the Know-how hereunder in other territories directly or indirectly. 

  

	2.	Payment Method 

 The Licensee agrees to pay the
Licensor an amount of license fee. The method to calculate the specific amount of and to pay the license fee is set forth in Appendix 2 hereto. 
  

	3.	Goodwill 

 The Licensee recognizes the value of
the goodwill relating to the Know-how and acknowledges that the Know-how, the rights attached to the Know-how and the goodwill relating to the Know-how only belong to the Licensor. 

 

	4.	Confidentiality 

  

	4.1	The Licensee shall keep confidential of the secret materials and information (the “Confidential Information”) of the Licensor that are known to or accessible
by it as a result of its acceptance of the license of the Know-how and not to disclose, give or transfer such Confidential Information to any third party without the prior written consent of the Licensor. Upon termination of this Agreement, the
Licensee shall, at the request of the Licensor, return to the Licensor or destroy any documents, material or software containing the Confidential Information and delete any Confidential Information from any relevant memory device, and shall not
continue to use the Confidential Information. 

  

	4.2	The parties hereto agree that Article 4.1 shall survive the variation, rescission or termination of this Agreement. 









	5.	Warranties 

  

	5.1	The Licensor represents and warrants that: 

  

	 	5.1.1	The Licensor is a wholly foreign owned duly registered and validly existing under the laws of the PRC. 


 

	 	5.1.2	The Licensor executes and performs this Agreement within its authority and scope of business, it has been duly authorized by requisite corporate actions and has
obtained necessary consents and approvals of third parties and governmental authorities, and it does not violate the laws and corporate restrictions which are binding or have an effect on it. 


 

	 	5.1.3	This Agreement, upon execution, shall constitute a legal, valid and binding obligation of the Licensor enforceable against it in accordance with the terms of this
Agreement. 

  

	 	5.1.4	The Licensor has the copyright and ownership of the Know-how. 

  

	5.2	The Licensee represents and warrants that: 

  

	 	5.2.1	The Licensee is a wholly foreign owned enterprise duly registered and validly existing under the laws of the PRC and engages in its business with the approval of the
competent governmental authority. 

  

	 	5.2.2	The Licensee executes and performs this Agreement within its authority and scope of business, it has been duly authorized by requisite corporate actions (including but
not limited to the consents of all its shareholders) and has obtained appropriate authorizations and necessary consents and approvals of third parties and governmental authorities, and it does not violate the laws and corporate restrictions which
are binding or have an effect on it. 

  

	 	5.2.3	This Agreement, upon execution, shall constitute a legal, valid and binding obligation of the Licensee enforceable against it in accordance with the terms of this
Agreement. 

  

	6.	Licensor’s Right to License and Protection of Licensor’s Rights 

  


	6.1	The Licensee agrees not to challenge the Licensor’s right to license and other rights with respect to the Know-how hereunder, not to challenge the validity of this
Agreement, and not to perform any acts that the Licensor believes will impair such ownership, license and other rights within the term of this Agreement and thereafter. 









	6.2	The Licensee agrees to provide necessary assistance to the Licensor to protect the Licensor’s rights to the Know-how. Should any third party bring a claim against
the Licensor’s Know-how, at the Licensor’s discretion, the Licensor may defend such claim in its own name, in the Licensee’s name or in both parties name. In the event any third party commits any infringement on the Know-how, the
Licensee shall notify the Licensor immediately in writing of such infringement to the extent of its knowledge; only the Licensor is entitled to decide whether to take actions against such infringement. 


 

	6.3	The Licensee agrees to use the Know-how only in accordance with this Agreement and shall not use the Know-how in any manner which the Licensor deems as deceptive,
misleading or other manners that may impair the Know-how or the Licensor’s reputation. 

  

	7.	Quality Control 

 The Licensee shall, to the
greatest extent possible, improve the quality of the business run by it, so as to protect and strengthen the reputation represented by the Know-how. 
  

	8.	Promotion 

 If the Licensee needs to use any
promotional materials relating to the Know-how hereunder in any event, the cost of production of such promotional materials shall be borne by the Licensee. The Licensor shall have sole and exclusive rights to the copyright and other intellectual
property rights of all the promotional materials in connection with the Know-how, regardless of whether such promotional materials are developed or used by the Licensor or the Licensee. The Licensee agrees that it will not promote or advertise the
Know-how in broadcast, TV, newspaper, magazine, Internet or other media without the prior written consent of the Licensor. 
  

	9.	Effectiveness and Term 

  

	9.1	This Agreement shall be executed and take effect as of the date first written above. This Agreement shall have a term of 10 years, unless it is early terminated
pursuant to this Agreement. However, the Licensor and the Licensee shall review the content of this Agreement each three months upon execution of this Agreement to decide whether this Agreement needs to be revised or supplemented with reference to
the then circumstance. 

  

	9.2	The term of this Agreement may be extended for a year if such extension is confirmed by the Licensor in writing prior to the expiry of the term of this Agreement,
provided that the Licensee shall have no right to decide whether to extend the term of this Agreement. 









	10	Filing for Record 

 The Licensor shall file a
copy of this Agreement with the relevant Chinese know-how administrative authority for record within three months of the date hereof. 
  

	11.	Termination 

  

	11.1	Termination on the Expiry Date 


This Agreement shall terminate on the expiry date of this Agreement or at the time the copyright or license with respect to the Know-how
owned by the Licensor is terminated, whichever is earlier. 
  

	11.2	Early Termination 

 If either
party hereto commits a material breach, including without limitation breaching its obligations under Articles 6.1, 6.2 and 6.3 hereof, and fails to correct its breach within 30 days of its receipt of a notice from the non-breaching party stating the
occurrence and existence of the breach, the non-breaching party may terminate this Agreement immediately by written notice to the breaching party, provided that the termination of this Agreement shall not prejudice the rights and remedies the
terminating party may be entitled to at law or for other reasons. 
 The Licensor may terminate this Agreement by written notice
to the Licensee at any time within the term of this Agreement, in which case such termination notice shall become effective 30 days after its issuance. 

Upon early termination of this Agreement pursuant to this article, the other Operating Agreement shall terminate simultaneously.

  

	11.3	Provisions after Termination 


Articles 3, 4, 6, 15 and 16 hereof shall survive the termination or rescission of this Agreement. 

 

	12.	Force Majeure 

  

	12.1	“Force Majeure” means any event that is beyond a party’s reasonable control and cannot be prevented with reasonable care of the affected party, including
but not limited to acts of government, acts of nature, fire, explosion, geographical variation, storm, flood, earthquake, tide, lightning or war. However, any shortage of credit, capital or finance shall not be regarded as an event beyond the
reasonable control of a party. The affected party seeking to be exempted from performing its obligations hereunder or under any provisions hereof shall promptly notify the other party of such exemption. 









	12.2	When the performance of this Agreement is delayed or prevented due to the “force majeure” defined in the preceding paragraph, the affected party shall not
assume any liability under this Agreement to the extent of such delay or prevention. The affected party shall take appropriate measures to mitigate or eliminate the impact of “force majeure” and take the effort to resume performance of the
obligations delayed or prevented by the “force majeure”. Once the event of force majeure is removed, both parties agree to resume the performance of this Agreement with their greatest efforts. 


 

	13.	Notices 

 Notices or other communications
required to be given by either party under this Agreement shall be written in English or Chinese and shall be delivered by hand delivery, registered mail, postage prepaid mail, or recognized courier service or facsimile to the following address of
the relevant party or parties. 
 Licensor: AutoNavi Information Technology Co., Ltd. 

Address: Room 2, 16/F Daheng Science and Technology Plaza, 3 Suzhou Street, Haidian District, Beijing 

Licensee: AutoNavi Software Co., Ltd. 

Address: 23, Huoju Street, Changping Science and Technology Park, Changping District, Beijing 

 

	14.	Re-transfer and Sub-license 

 The Licensee shall
not transfer, lease, pledge or sub-license the rights and obligations licensed to the Licensee by the Licensor by and under this Agreement to third persons without the written consent of the Licensor, nor shall the Licensee transfer the economic
benefits of the license received by it in other ways or any part of the rights hereunder to third person. 
  

	15.	Dispute Settlement 

 Any dispute
arises from the interpretation and performance of the provisions of this Agreement shall be resolved by the parties hereto in good faith through consultation. If the dispute cannot be resolved within thirty (30) days after the issuance by a
party to the other party of a notice requesting resolve the dispute, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The
arbitration proceedings shall take place in Beijing and be conducted in Chinese. The arbitral award shall be final and binding upon the parties. 








	16.	Governing Law 

 The validity, interpretation and
performance of this Agreement shall be governed by Chinese laws. 
  

	17.	Amendments and Supplements to Agreement 

 Any
amendments and supplements to this Agreement shall be made by in writing. Any amendment agreement and supplemental agreement in connection with this Agreement which have been duly executed by the parties hereto shall constitute an integral part of
this Agreement and shall have the same legal effect as this Agreement. 
  

	18.	Severability 

 If any provision of this Agreement
is held invalid or unenforceable due to the inconsistency with the relevant law, then such provision shall be deemed invalid or unenforceable only within the scope of the related jurisdiction and that it shall not affect the legal effect of the
other provisions of this Agreement. 
  

	19.	Appendices 

 Any appendixes hereto constitute an
integral part of this Agreement and shall have the same legal effect as this Agreement. 
  

	20.	Miscellaneous 

 This Agreement shall be written
in Chinese in two copies. 
 IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement on the
date first written above. 
 [The remainder is left blank intentionally] 







 Signature page of Know-how License Agreement 

 

			
	Licensor: AutoNavi Information Technology Co., Ltd.
	/seal/	 	
		
	Authorized Representative:	 	 /s/ Cheng Congwu

	
	Licensee: AutoNavi Software Co., Ltd.
	/seal/	 	
		
	Authorized Representative:	 	 /s/ Hou Jun









 Appendix 1 

List of Know-how under this Agreement 
  

							
	 Type
	  	 Name
	  	 Application Field
	  	 Remarks

	 Algorithm / application software
	  	 Database fuzzy search engine
	  	 Search / navigation fields
	  	 Under official use / in the process of upgrading development

	  	 Heterogeneous database integration system
	  	  
	  	 Route planning engine
	  	  
	  	 Route guidance engine
	  	  
	  	 Map matching engine
	  	  
	  	 Map display engine
	  	  
	  	 Intelligent Chinese word segmentation
	  	  








 Appendix 2 

Method of Calculation and Payment of License Fee 

The Licensee shall pay the Licensor RMB50,000 per year as the licensee fee. The Licensor shall have the right to decide at its own discretion whether to
exempt the Licensee from paying such license fee or not.