exv10w20





Exhibit 10.20

AMENDMENT AGREEMENT




THIS AMENDMENT AGREEMENT (this “Agreement”) is entered into on this 19th day of August 2003 by and
between:



ACTOZ SOFT CO., LTD., a company incorporated and existing under the laws of the Republic of Korea
(“Korea”) with its principal place of business at Unsuk B/D 4th Floor, 132-3, Sungbuk-dong,
Sungbuk-gu, Seoul, Korea (“Licensor”); and



SHANGHAI SHANDA INTERNET DEVELOPMENT CO., LTD. [Chinese Name], a company incorporated and existing
under the laws of the People’s Republic of China (“China”) with its principal place of business at
21F Huarong Plaza, No 1289 South Pudong Road Shanghai, P.R. China 200122 (“Licensee).



SHANGHAI PUDONG IMPORT & EXPORT CO., LTD. [Chinese Name] a company incorporated and existing under
the laws of the People’s Republic of China (“China”) with its principal place of business No 2A, No
92 Maoxing Road, Shanghai, P.R.China 200122



[Chinese Name], (WOFE) a company incorporated and existing under the laws of the People’s Republic
of China (“China”) with its principal place is No 638-7, No 2, No 351 Guoshoujing Road, Zhangjiang
High Technical Park, Shanghai, P.R.China 200122



WITNESSETH:




WHEREAS, Licensor and Licensee (together with Shanghai Pudong New Area Import & Export Corp) have
entered into a Software Licensing Agreement dated June 29, 2001 (“SLA”) for Licensor to license to
Licensee the rights to provide on-line game service in China by using Licensor’s Legend of Mir II
game ([Chinese] as a corresponding Chinese name), attached hereto as Appendix I;



WHEREAS, Licensor and Licensee, together with Wemade Entertainment Co, Ltd (“Wemade”), entered into
a Supplementary Agreement on 14 July 2002
(“Supplementary Agreement”); and



WHEREAS, the parties now wish to amend the terms and conditions of the SLA in the manner specified
in this Agreement.



NOW, THEREFORE, the parties agree as follows:




	1.	 	Amendments to the SLA. The SLA shall be amended as follows.






	 	1.1	 	Section 2.03 of the SLA shall be amended so that the term of the SLA shall be
extended to September 28, 2005 (The End of the License Period) unless earlier terminated
under this Agreement or other related agreements. The said End of the License Period shall
be further extended to September 28, 2006 with no changes in any terms and conditions of
this agreement or of other related agreements if and only if there are no disputes on the
Mir II between both parties.
	 
	 	1.2	 	Exhibit One-2-C, D and Two-2-I, J shall be amended so that the royalty percentage
for Legend of Mir II shall be 17.55% of the total user payment until September 28, 2003
and from September 29th, 2003, it shall be 21% of total user payment, whether or not Actoz
provides the technical support, upgrades or patches as defined in Clause 1.5 of this
Agreement. The license fee for the extension of Mir II from September 29 2003 to the End
of the License Period shall be four (4) million US dollars. Licensee shall wire




 









 






	 	 	 	the said license fee to Actoz on or before September 28th, 2003. Total user payment
herein shall mean the gross sales amount calculated based on the actual retail price of
each and every item related to CDs, pre-paid cards and any other forms of the Software
sold by Licensee or by its distributor or agent to end users, or other total earnings
made by Licensee in direct connection with playing of the Legend of Mir II. For the
avoidance of doubt, the total user payment for any of the items referred to in the above,
shall be equal to the actual retail price offered to end users multiplied by the number
of the item sold either by on-line or off-line during the relevant royalty period.
Licensee agrees to issue dedicated pre-paid cards for Mir II, which will not be combined
with other games.






(1) Of the said licensee fee of four (4) million US dollars, Licensor
agrees to donate 500,000 US dollars to the following non-profit organization:




a) The organization shall be named “China-Korea Game Industry Promotion Fund”
and shall be established and controlled by Actoz.




	 	1.3	 	Section 4.01 shall be amended so that the monthly royalty fee shall be paid
within 15 business days after Licensee receives the invoice from the Licensor. Licensee
shall submit the royalty report on the previous month by the 15th day of the following
month.
	 
	 	1.4	 	Section V and Exhibit One-1/Two-1 are already executed and are no longer
applicable.
	 
	 	1.5	 	With regard to the technical support, patches and upgrades, the following terms
and conditions shall be added to the existing terms and conditions of the SLA:






	 	(1)	 	Licensor shall not be obligated to, but is entitled to provide
Licensee with technical support, patches and upgrades regarding to the Legend of Mir
II. Should such technical support or upgrades or patches not be provided by
Licensor, Licensee shall request a written approval from Licensor to provide
Licensee’s own technical support or patches or upgrades. Licensor agrees to answer
to the requested written approval within ten (10) business days.
	 
	 	(2)	 	If there is no written reply by Licensor to Licensee’s proposal to
Licensor within ten (10) business days since Licensee sends the written proposal to
Licensor, the written proposal shall be deemed to be disapproved by Licensor.
	 
	 	(3)	 	Licensee shall be entitled to provide technical solutions for hacker
attacks, piracy servers, and cheating programs with written notice to Licensor.
Licensor shall not be liable or be responsible in any way for these provisions of
technical solutions by Licensee. Licensor shall not, under any circumstances, be
responsible for any damages or losses due to or arising out of the provision of such
technical solution by Licensee whether or not Licensor has consented to such
provision by Licensee.
	 
	 	(4)	 	Licensee respects Licensor’s property rights for the Mir II Software.
Licensee agrees that the titles and property rights for the patches and/or upgrades
to the Mir II during the license period, excluding technical solutions specified in
1.6 (3) above, shall belong to Licensor, whether or not the said patches and/or
upgrades are provided by Licensor or licensee.






	 	1.6	 	With regard to the audit and report, the following terms and conditions shall be
added to the existing terms and conditions of the SLA:






	 	(1)	 	In order to improve the transparency in the calculation of royalty
payments, Licensee shall provide to Licensor on or before the 15th day of each month
commencing September 15,2003, the data on peak and average concurrent users




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	 	 	 	during the previous month and the basis on which Licensee calculates the royalties
commencing from September 15, 2003 (Royalty Report). After receiving the previous
month’s Royalty Report, Actoz has the option of sending a representative to
Licensee to verify the calculation and the on-screen data views (operated by
Shanda’s employees) from the billing system of the Mir II royalties for the
previous month with Licensee’s finance department(s). All activities of Actoz’s
representative shall be accompanied by relevant employees of Licensee.
	 
	 	(2)	 	Licensee also agrees to provide an annual royalty report, prepared by
one of the big four international accounting firms (PriceWaterhouseCooper, KPMG,
Ernst & Young, and Deloitte & Touche Tomatsu), related to Licensee’s calculation of
royalties in connection to the Legend of Mir II, once per year upon request by
Licensor.
	 
	 	(3)	 	Licensee also agrees to allow Licensor once a quarter to appoint one
of the big four international accounting firms (PriceWaterhouseCooper, KPMG, Ernst &
Young, and Deloitte & Touche Tomatsu) to verify the calculation of the royalty
payments at Licensor’s expenses. In case the total user payment reported by Licensee
shows discrepancy with the one calculated by the Licensor-appointed accounting firm,
the Licensee has the right to appoint its own accounting firm from one of the big
four international accounting firms (PriceWaterhouseCooper, KPMG, Ernst & Young, and
Deloitte & Touche Tomatsu) to re-verify the Licensor-appointed accounting firm’s
calculations. The final royalties payable shall be determined by the average of the
two accounting firms’ calculations.
	 
	 	(4)	 	The average of the calculations of the royalty amounts by the two
accounting firms appointed by the Parties shall be finally effective and binding on
both Licensee and Licensor. If the Licensee’s payment of the royalties is less than
the average of the two calculations, the Licensee shall pay the difference within 15
business days from the date each of the two accounting firms sends its report to the
Parties, whichever is later. If the Licensee’s payment of the royalties is more than
the average amount of the two calculations, then the Licensee shall be entitled to
set-off any excess payment from future payable royalty.
	 
	 	(5)	 	For the avoidance of doubt, once the Licensor appoints its accounting
firm according to section 1.6(3) to verify the Licensee’s computations for the
previous quarter as provided above, the time for the Licensee to make payment for
that specific quarter is automatically extended until after the Licensee-appointed
accounting firm has completed and submitted its re-verification report to the
Parties and the Licensee shall not be considered to have made any delay in payment.






	 	1.7	 	With regard to the cause for termination of the SLA, the following terms and
conditions shall be added to the existing terms and conditions of the SLA:
	 
	 	 	 	Subject to clause 1.6 above, Licensor and Licensee agree that the SLA shall terminate
automatically if Licensee does not pay the monthly royalty according to Licensee’s
monthly royalty report for two (2) months or more (whether consecutive or not), or if
Licensee delays to pay the monthly royalty according to Licensee’s monthly royalty report
for three (3) months or more without the prior written agreement of Licensor, except for
the following situations:






	 	(1)	 	Delays of payment or partial payment as a result of disagreements
between Licensee’s royalty report(s) and the verifications by Actoz’s representative
and/or by Actoz’s accounting firm per clause 1.6;




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	 	(2)	 	Delays of payment or partial payment as a result of factors not under
Licensee’s direct control, for example, natural disasters or delays from foreign
exchange agencies with official confirmation letters from respective government
office.






	 	1.8	 	With regard to the severability of the SLA, the following terms and conditions
shall be added to the existing terms and conditions of the SLA:
	 
	 	 	 	In the event that any clause or provision or part thereof in the SLA shall for any reason
be determined by any court or tribunal to be illegal, invalid or unenforceable, then the
remaining clause or provision or part thereof shall not be affected, impaired or
invalidated and shall remain in full force and effect and shall continue to be binding
upon Licensor and Licensee. In such case, the parties shall make their best efforts to
amend the SLA so that the parties’ original intention is provided in the SLA to such
extent as possible.
	 
	 	1.9	 	With regard to the approval for the performance of the SLA, the following terms
and conditions shall be added to the existing terms and conditions of the SLA:
	 
	 	 	 	Each of the Licensor and Licensee shall be responsible for obtaining (if any) all
licenses, permits, registrations and other approvals or consents and for filing reports
necessary for the performance of its obligations and acts under the SLA from governmental
and other authorities, or any other relevant party in Korea and China respectively in
time, and thereafter for maintaining them in force. Such licenses, permits,
registrations, approval, consent and reports include, without limitation, the approvals
of the SLA by the government of Korea and China and reports to the relevant authorities
in Korea and China.
	 
	 	1.10	 	Licensee agrees not to force end-users of Mir II to leave Mir II to switch to any
other games operated by Licensee, not to carry promotional advertisements of other games
operated by the Licensee on the web-site www.mir2.com.cn. and not to change the Chinese
name [Chinese] of Mir II without prior consent by Licensor.
	 
	 	1.11	 	Licensee shall not transfer the user ID, password, and character information
including character type, level, items etc related to the Legend of Mir II to any other
games nor utilize user ID, password, and character information including character type,
level, items etc related to the Legend of Mir II for the benefit of any other games. Upon
Licensee’s failure to comply with this article 1.11, the Licensee shall pay US $1 million
for each incidence to the Licensor and all agreements and commitments signed by Actoz
shall be deemed null and void and shall lose their effect forthwith automatically.
	 
	 	1.12	 	All existing and future disputes on the Intellectual Property Rights of the Legend
of Mir II or of Legend of Mir III shall not affect the terms and conditions of this
Agreement and of the Settlement Agreement.






	2.	 	Other Terms. Except as amended by this Agreement, all provisions of the SLA shall remain
in full force and effect.
	 
	3.	 	Supplementary Agreement
	 
	 	 	Both Licensee and Actoz acknowledge that by the Supplementary Agreement WeMade has granted all
the rights and representations to Actoz in connection with the Legend of Mir II in China during
the effective period. Upon the signing of this Agreement, both Actoz and
	 
	 	 	Licensee agree that the following terms in the Supplementary Agreement shall become null and
void automatically between Licensee and Actoz, both of whom shall waive any and all




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	 	 	allegations and claims, whether known and unknown, against anyone, under the following terms of
the Supplementary Agreement.






	 	(1)	 	Section 1
	 
	 	(2)	 	Section 2
	 
	 	(3)	 	Section 3
	 
	 	(4)	 	Section 4
	 
	 	(5)	 	Section 5
	 
	 	(6)	 	Section 6






	4.	 	Language. The English language version of this Agreement shall control in all respects and
for purposes of any and all disputes and litigation.






	5.	 	Counterparts. This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party, it
being understood that all parties need not sign the same counterpart. Signatures may be
evidenced by facsimile.






	6.	 	Assignment. This Agreement may not be assigned by any party to a third party without prior
written consent of the other party.






	7.	 	Integral Part. This Agreement shall constitute the integral and inseparable part of the
SLA.






	8.	 	Obligations and duties of WOFE: .






	 	(1)	 	Actoz and Shanda and WOFE agree that WOFE shall become part of Licensee if and
only if Wemade signs this agreement and the Settlement Agreement dated August 19th, 2003.
	 
	 	(2)	 	For the avoidance of doubt, in this Agreement the term of “both parties” refers
to Shanda and Actoz and does not refer to WOFE unless after WOFE becomes part of Licensee
as specified above.






	9.	 	Representation and Warranties. In addition to the original Representations and Warranties
in the SLA, each Party represents and warrants on the date hereof as follows:






	 	(1)	 	Each Party is a corporation duly organized, validly existing and in good standing
under all applicable laws and is duly registered and qualified to do business. Each Party
has all requisite corporate power and authority to execute and deliver, and perform its
obligations under this Agreement, and to consummate the transactions contemplated hereby;
and
	 
	 	(2)	 	The execution, delivery and performance of this Agreement by each Party has been
duly authorized by all necessary corporate actions on the part of such Party. This
Agreement has been duly executed and delivered by each Party, and is the valid and legally
binding obligation of each Party, enforceable in accordance with its terms.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized signatories as of the day and year first written above.



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	LICENSOR

	 	 	 	 	 	 	 	LICENSEE
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jong Hyun Lee
	 	 	 	By:
	 	Timothy Chan
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Jong Hyun Lee
	 	 	 	Name:
	 	Timothy Chan
	Title:

	 	CEO & President
	 	 	 	Title:
	 	Chairman of BOD
	 

	 	Actoz Soft Co., Ltd.
	 	 	 	 	 	Shanghai Shanda Internet
	 

	 	 	 	 	 	 	 	Development Co., Ltd.






Acknowledge and agree to the terms and conditions of this Agreement:



By:
     /s/ Timothy Chan          




Name: Timothy Chan

Title: Chairman of BOD

[CHINESE NAME] (WOFE)

[SEAL]




By: (sign)

Name:

Title: Chairman of BOD

           Shanghai Shanda Import & Export Cor., Ltd.





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