exv4w77






Exhibit 4.77





AMENDMENT

TO THE 2nd RENEWAL OF RAGNAROK LICENSE AND DISTRIBUTION

AGREEMENT



THIS AMENDMENT (this “Amendment”) is made and entered into on this 29th day September,
2009 by and between Gravity Co., Ltd. (“Licensor”) and GungHo Online Entertainment, Inc.
(“Licensee”).




RECITALS



WHEREAS,
Licensor and Licensee (“Parties”) entered into the
2nd Renewal of Ragnarok
License and Distribution Agreement dated September 29, 2006 (“Original Agreement”).



WHEREAS, the Parties to the Original Agreement now desire to amend the Original Agreement in
accordance with the Article 15.7 of the Original Agreement as specified below.



NOW, THEREFORE, the Parties agree as follows:





	1.	 	Definitions
	 
	1.1	 	“Existing Payment Gateways” shall refer to the payment gateway service preapproved by
Licensor for this Amendment which are credit cards (VISA, MASTER and JCB), BitCash, Edy,
WebMoney, G-Money, eBANK, Premo, PayCall, NetCASH, Mobile Edy, Mobile Suica GungHo Petit
Ticket and mobile phones (NTT DoCoMo) only.
	 
	1.2	 	“Net Revenue” shall mean Gross Sales Amount minus Seven percent (7%) of such Gross Sales
Amount as a total payment gateway fee for the Existing Payment Gateways.
	 
	1.3	 	“Additional Payment Gateway” shall refer to the payment gateway service provider(s) that
Licensee elects to contract in addition to Existing Payment Gateways.
	 
	1.4	 	“Additional Advertisement and Promotion Expenses” shall mean the expenses spent by Licensee
in addition to the minimum required spending specified in Advertisement and Promotion Section
of this Amendment.
	 
	1.5	 	“Marketing Support Fee” shall mean Fifty percent (50%) of the Additional Advertisement and
Promotion Expenses to promote the Game which Licensor




 









 






	 	 	pays to Licensee.
	 
	1.6	 	“Approved Marketing Expenses” shall mean only the expenses that have been booked officially
and legally in the annual financial report of Licensee which has been audited by the third
party certified accounting professionals.
	 
	1.7	 	Unless otherwise defined herein, all of the capitalized terms used herein shall have the same
meanings as defined in the Original Agreement.
	 
	2.	 	Extend the Term of the Agreement
	 
	 	 	The Parties agree to extend the term of the Original Agreement for three (3) years (“Renewed
Term”) from September, 29th, 2009 (“New Effective Date”) with conditions stated
under the Original Agreement unless otherwise intentionally omitted, modified and/or amended
under this Amendment.
	 
	3.	 	Payment and Taxes
	 
	3.1.	 	Renewal License Fee
	 
	 	 	Licensee shall pay to Licensor a non-recoupable and non-refundable
Renewal license fee (“3rd Renewal License Fee”) in the
amount of One Million Two Hundred United States Dollars
(US$1,200,000) within fifteen (15) calendar days of the New Effective
Date.
	 
	3.2	 	Royalty Payment and Report
In addition to the 3rd Renewal License Fee specified in
Section 3.1 of this Amendment, upon Licensee’s receipt of Licensor’s
written invoice, Licensee shall pay to Licensor as Royalty Payments
Forty percent (40% ) of the Net Revenue (as defined Section 1.2
above) during the Renewed Term. All other Royalty Payment and Report
conditions shall remain the same as specified within Section 5.3 of
the Original Agreement. For the avoidance of doubt, both Parties
understand that no MG Payment is required for this Amendment.
	 
	4.	 	Advertising & Promotion
	 
	4.1	 	For the advertisement and promotion of the Game in the Territory, Licensee shall make a
commercially reasonable effort to spend a minimum of Two Hundred Million Japanese Yen
(JPY200,000,000) for each twelve-month period after the New Effective Date of this Amendment.
	 
	4.2	 	Licensor shall pay Licensee Marketing Support Fee, which shall not exceed One




 









 






	 	 	Hundred Twenty Million Japanese Yen (JYP120,000,000) per each twelve-month period, within
Sixty (60) calendar days from the date of the invoice that has been settled between Licensor
and Licensee
	 
	5.	 	Additional Payment Gateway Fee Deduction
	 
	 	 	Licensor and Licensee shall agree to negotiate per case-by-case basis
in case Licensee elects to add a new payment gateway service provider
within the Renewed Term. For avoidance of confusion, Licensee is
restricted to add a new payment gateway service provider without
Licensor’s written approval.
	 
	6.	 	Both Parties understand that the following are the current addressees being effective as of
the New Effective Date:






If to Licensor.

Attention: Mr. Chanki Kim

15F Nuritkum Square BIZ Tower, 1605 Sangam-Dong, Mapo-Gu, Seoul, Korea

Tel:+82-2-2132-7310

Fax: +82-2-2132-7330






If to Licensee

Attention: Mr. Masato Ochi

1-2-2 Yurakucho,Chiyoda-ku,Tokyo ,Japan

Tel:+ 81-3-5511-1404

Fax: + 81-3-5511-1405




	 	 	Such addressees as stipulated above may be revised by respective Party by furnishing a
written notice to the other Party from time to time.
	 
	7.	 	Except as expressly set forth herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Original Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and
effect.




 









 












     IN WITNESS WHEREOF, the Parties have caused their respective representatives to execute this
Amendment in duplicate and each party retains one copy.



	 	 	 	 	 	 	 	 	 

	GRAVITY Co., Ltd.	 	 	 	GungHo Online Entertainment, Inc.
	 
	 	 	 	 	 	 	 	 
	By:  

	 	 	 	 	 	By:  	 	 
	 

	 
Name: 	 

 Toshiro Ohno
	 	 
	 	 
	 
Name: 	 

Kazuki Morishita
	 

	Title: 	 President & CEO
	 	 	 	 	Title: 	President & CEO
	 
	 	 	 	 	 	 	 	 
	By:  
	 	 	 	 	 	 	 	 
	 

	 
Name: 	 

Yoon Seok Kang
	 	 
	 	 
	 	 
	 

	Title: 	 


CEO